Michael Katz
About Michael Katz
Michael Katz, 86, is an independent director of Hanover Bancorp (HNVR) serving since 2012 with a current term expiring in 2026. He is a board‑certified otolaryngologist and active financial institution investor; he led Ear, Nose & Throat Associates of New York as President for over 35 years and oversaw a 200+ employee multispecialty practice. Katz earned his undergraduate degree from Columbia University and his medical degree from SUNY Downstate; he trained at Kings County Hospital (general surgery) and Manhattan Eye, Ear and Throat Hospital (otolaryngology). He previously served as Chief of ENT at Flushing Hospital and New York Hospital Medical Center of Queens, and remains engaged in community roles including Co‑Chairman of the Fisher Island Condo Board #2 and philanthropic activities with UJA‑Federation of NY .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ear, Nose & Throat Associates of New York, P.C. | President; Otolaryngologist | In practice since 1969; President for 35+ years | Led growth to 200+ employees across multiple specialties and locations |
| Flushing Hospital | Chief of ENT | Not disclosed | Clinical leadership in ENT service |
| New York Hospital Medical Center of Queens | Chief of ENT | Not disclosed | Clinical leadership in ENT service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fisher Island Condo Board #2 | Co‑Chairman | Not disclosed | Community governance role |
| UJA‑Federation of NY | Contributor | Not disclosed | Philanthropy |
| Environmental activities | Advocate | Not disclosed | Community engagement |
Board Governance
- Independence: Independent under Nasdaq; only CEO/Chairman Puorro is non‑independent .
- Committee memberships: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member (NCG) .
- Committee chairs: Audit Chair—Ahron H. Haspel; Compensation Chair—Metin Negrin; NCG Chair—Ahron H. Haspel .
- Lead Independent Director: Robert Golden; presides over executive sessions and liaises with management .
- Attendance and engagement:
- Board meetings held: 13 (FY2023); 14 (FY2024). Each director attended ≥75% of Board and committee meetings .
- Audit Committee meetings: 7 (FY2023); 6 (FY2024) .
- Compensation Committee meetings: 2 (FY2023); 3 (FY2024) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board cash fees to Michael Katz ($) | $37,038 | $41,538 |
| Director cash retainer structure | $25,000 annual retainer + $1,000 per Board meeting | $36,996 annual retainer; Lead Independent Director receives $3,750 per quarter; committee chair fees $2,500–$14,000 per year; committee member fees also paid |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards to Michael Katz ($, grant-date fair value) | $31,998 | $34,994 |
| Option awards to Michael Katz ($) | $0 | $0 |
| Equity program design (directors) | Directors participate in equity plans; awards reported at grant date fair value (ASC 718) | Directors participate in equity plans; awards reported at grant date fair value (ASC 718) |
No director‑specific performance metrics are disclosed for equity awards. Executive compensation metrics are discussed separately in the proxy but are not applicable to non‑employee director awards .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company directorships (Michael Katz) | None disclosed in proxy; the only director with a public company fiduciary role is Ahron H. Haspel (Trustee of North European Oil Royalty Trust), not Katz |
| Compensation Committee interlocks | None; no executive officer served on another entity’s compensation committee with reciprocity |
Expertise & Qualifications
- Board‑certified otolaryngologist; decades of clinical and practice‑management leadership .
- Business development capabilities in the Long Island market cited for board service .
- Education: Columbia University (undergrad), SUNY Downstate (MD); surgical training at Kings County Hospital; otolaryngology residency at Manhattan Eye, Ear and Throat Hospital .
Equity Ownership
| Metric | As of Jan 12, 2024 | As of Mar 11, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 248,287 | 247,435 |
| Percentage of class | 3.38% | 3.31% |
| Restricted stock subject to future vesting (shares) | 6,921 | Not disclosed |
| Vested options (shares) | 7,057 | Not disclosed |
| Trust‑held shares (indirect ownership) | 96,760 (various trusts) | Not disclosed |
| Policy on hedging/pledging | Hedging and pledging of Company stock prohibited for directors and executives |
Insider Trades (Form 4)
| Date (Filing/Trade) | Type | Shares | Price | Source |
|---|---|---|---|---|
| Dec 10, 2024 (filed Dec 11, 2024) | Sale | 5,000 | $25.53 | |
| Jan 29, 2024 (filed Jan 30, 2024) | Purchase | 700 | $18.02 | |
| Aug 11–12, 2022 (filed Aug 14–15, 2022) | Purchase | 65 | $20.06 | |
| Jan 29, 2025 (filed Jan 31, 2025) | Form 4 filed (transaction details in filing) | — | — |
Governance Assessment
- Board effectiveness and independence: Katz is an independent director, serving on Audit, Compensation, and NCG Committees. Governance structures include a Lead Independent Director, written committee charters, and executive‑session leadership, supporting oversight quality .
- Engagement: The Board met 13–14 times in FY2023–2024; Audit and Compensation Committees met regularly. All directors met ≥75% attendance, indicating active participation .
- Ownership alignment: Katz holds ~3.3% of outstanding shares, including historical restricted stock and options; Company policy prohibits hedging and pledging, reinforcing alignment with shareholders .
- Director pay mix: Cash fees and annual equity grants are modest and structured with chair and committee fees; no option repricing, no tax gross‑ups, and clawback policy applies to incentive compensation at the Company, reflecting shareholder‑friendly practices .
- Potential conflicts/related‑party exposure: The Company may extend loans to directors and related entities under standard terms in the ordinary course (Board‑approved per banking regs). No Katz‑specific related‑party transactions disclosed; the only named vendor relationship pertains to another director (Sorrenti/JRS Architect) and was deemed not impairing independence .
Red Flags and Signals
- Insider sale in Dec 2024 (5,000 shares) warrants monitoring, although insider trading alone is not determinative of misalignment; subsequent filings should be tracked for pattern analysis .
- No disclosed pledging or hedging (prohibited), no compensation committee interlocks, and no disclosed Katz‑related transactions—positive governance indicators .