Michael P. Puorro
About Michael P. Puorro
Michael P. Puorro, age 66, is Chairman and Chief Executive Officer of Hanover Bancorp, Inc., bringing 35+ years of banking experience and prior senior roles as CFO at New York Community Bancorp and Roslyn Bancorp, and Co‑Chairman/President at Madison National Bancorp; he is a CPA with a BBA in Accounting from Dowling College and an honorary doctorate from Dowling College . He has served on Hanover’s Board since 2012 (also Chairman), and is the only non‑independent director; the Board utilizes a Lead Independent Director structure to offset dual‑role concentration . In 2024, Hanover reported net income of $12.3 million ($1.66 diluted EPS including Series A preferred), with a strong Q4 ($3.9 million, $0.52 diluted EPS) and a 16 bps sequential NIM increase; non‑performing loans were 0.82% of total loans at year‑end, while the Company advanced a core system conversion and C&I expansion initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Madison National Bancorp, Inc. / Madison National Bank | Co‑Chairman and President | Not disclosed | Founding group; executive leadership of entrepreneurial bank |
| New York Community Bancorp, Inc. | EVP and Chief Financial Officer | Not disclosed | Public bank CFO experience; financial discipline and capital markets exposure |
| Roslyn Bancorp, Inc. | EVP and Chief Financial Officer | Not disclosed | CFO leadership at a predecessor/peer regional bank |
| KPMG LLP (Financial Services Group) | Senior member (audit) | Not disclosed | Oversight of financial institutions from community to money‑center banks; audit/controls expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| New York Bankers Association | Board member (prior) | Not disclosed | Industry advocacy and network relevance |
| AICPA; NYSSCPA | Member (CPA) | Ongoing | Professional standards and financial expertise |
Fixed Compensation
- Compensation philosophy emphasizes pay-for-performance, market benchmarking (Meridian Compensation Partners as independent consultant), clawback compliance with NASDAQ, prohibition on tax gross‑ups, hedging, and pledging .
- Base salaries and 2025 adjustments reflect performance and market conditions.
| Executive | 2023 Base Salary ($) | 2024 Base Salary ($) | % Increase (’23→’24) | 2025 Base Salary ($) | % Increase (’24→’25) |
|---|---|---|---|---|---|
| Michael P. Puorro (CEO) | 625,000 | 682,000 | 9.1% | 716,000 | 5.0% |
| McClelland Wilcox (President) | 525,000 | 550,000 | 4.8% | 575,000 | 4.5% |
| Joseph F. Burns (CLO) | 395,000 | 395,000 | 0.0% | 406,850 | 3.0% |
Other fixed elements: CEO receives $1,400/month car allowance and life insurance premium reimbursement; eligible for standard executive benefits .
Performance Compensation
- Annual Incentive Plan mechanics: metrics include pre‑tax, pre‑provision net revenue; pre‑tax, pre‑provision ROAA; net charge‑off ratio on Hanover‑originated loans; plus non‑financial strategic goals (corporate goals have 25% weighting). Payouts range from 50% (threshold) to 150% (stretch) of target; 2024 aggregate payout was slightly below target, with individual awards approved by the Compensation Committee .
- Long‑Term Incentive Plan: equity grants split 50% time‑vested RSUs (TVUs) with five‑year vesting and 50% performance‑vested RSUs (PVUs) with a 3‑year performance period (1/1/2025‑12/31/2027); PVU metrics: Core ROA vs industry index (50% weight) and tangible book value growth vs industry index (50% weight), with 0%‑150% payout range .
| Metric | Weighting | Target | Actual/Payout | Vesting/Period |
|---|---|---|---|---|
| Annual: PTPP Net Revenue, PTPP ROAA, Net Charge‑Off Ratio | Not disclosed (corporate goals component 25%) | Set annually by Committee | 2024 aggregate slightly below target; CEO received $375,447 vs target $375,100 | Cash; earned for calendar year |
| Annual: Strategic/Corporate Goals | 25% | Core conversion prep; deposit team build; Suffolk office; C&I growth; brand/CRA initiatives | Considered in 2024 payouts | Cash; calendar year |
| LTIP: TVUs (RSUs) | 50% of grant | N/A | Time‑based | 5‑year ratable vesting |
| LTIP: PVUs (RSUs) | 50% of grant | Core ROA and TBV growth vs index | 0%–150% shares earned | 3‑year performance (2025–2027) |
2024 equity grants:
- Puorro: 9,335 TVUs; 9,336 PVUs .
- Plan governance: no option repricing; no hedging or pledging; clawback adopted per NASDAQ .
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 625,000 | — | 736,462 | 391,500 | 39,292 | 1,792,254 |
| 2023 | 625,000 | — | 187,483 | 281,250 | 46,712 | 1,140,445 |
| 2024 | 682,000 | — | 196,055 | 205,853 | 47,560 | 1,131,468 |
Notes: Stock awards reflect grant‑date fair value under ASC 718; “All other” includes 401(k) match, car allowance, life insurance .
Equity Ownership & Alignment
- Beneficial ownership (as of March 11, 2025): Puorro owns 304,980 shares (4.08% of 7,200,883 shares outstanding); includes 35,446 restricted shares subject to future vesting with current voting rights .
- Outstanding equity awards (12/31/2024): 14,257 unvested shares (market value $328,695) and 38,901 unearned performance shares (market value $896,863); no options outstanding for Puorro .
- Hedging/pledging: Prohibited for directors and executive officers; reduces misalignment and collateral‑driven sell pressure .
- Ownership concentration (context): Top holders include Castle Creek (9.43%), AllianceBernstein (7.58%), and Muthoot Holdings (5.93%) .
| Ownership Item | Value |
|---|---|
| Shares beneficially owned | 304,980 (4.08%) |
| Restricted shares included (voting rights) | 35,446 |
| Unvested RSUs at 12/31/2024 (TVUs) | 14,257 ($328,695) |
| Unearned PVUs at 12/31/2024 | 38,901 ($896,863) |
| Options (exercisable/unexercisable) | None disclosed for Puorro |
| Hedging/Pledging Policy | Hedging and pledging prohibited |
Insider selling pressure assessment:
- Near‑term supply is primarily from scheduled TVU vesting (5‑year), while large PVU tranches are performance‑contingent through 2027; absence of options reduces forced exercise selling catalysts .
Employment Terms
- Agreement: 3‑year term, auto‑renews annually; minimum base $364,375 (actual 2024 base $682,000) .
- Severance (termination without cause): Lump‑sum equal to 2x (current base salary + highest cash bonus last 3 years + highest grant‑date equity value last 3 years + annual auto allowance) plus continuation (or cash value) of medical/life benefits for 2 years .
- Change‑in‑Control: 2.99x multiple on same components as above; benefits continued for 3 years (or cash value); 280G cutback to avoid excise taxes; illustrative CIC payout net ~$2.2 million at $28.63 (120% of tangible book value) as of 12/31/2024 .
- Perquisites: $1,400/month car allowance; company reimburses life insurance premiums .
- Clawback: Policy adopted per NASDAQ requirements .
Performance & Track Record
| Area | 2024 Highlights |
|---|---|
| Profitability | Net income $12.3M; diluted EPS $1.66 (incl. Series A); Q4 net income $3.9M; Q4 diluted EPS $0.52; NIM +16 bps q/q in Q4 |
| Credit | NPLs $16.4M (0.82% of total loans) at year‑end |
| Growth/Initiatives | Core systems conversion prepared (completed early Q1’25); C&I loans grew from $107.9M to $168.9M; new Port Jefferson office approved (target opening late Q2’25) |
Board Governance (Service, Roles, Independence)
- Board size/structure: 10 directors, classified board; Puorro is Chairman & CEO (non‑independent); Robert Golden is Lead Independent Director; majority independent under NASDAQ .
- Committees: Puorro is not listed on Board committees; Audit (Chair: Ahron Haspel; Haspel deemed “audit committee financial expert”), Compensation (Chair: Metin Negrin), Nominating & Corporate Governance (Chair: Ahron Haspel); all committee members are independent .
- Attendance: Board met 14 times in 2024; all directors attended at least 75% of Board/committee meetings .
Board‑level pay (context for independence/incentives):
- Non‑employee director retainer: $36,996; Lead Independent Director receives +$3,750/quarter; committee chair fees $2,500–$14,000; equity awarded to non‑employee directors .
Dual‑role implications:
- The Board explicitly defends combined Chair/CEO structure for strategic consistency and adds a Lead Independent Director to enhance independent oversight and executive session leadership .
Compensation Structure Analysis
- Mix shift: Significant portion of CEO compensation remains performance‑based (annual incentive + PVUs), with multi‑year equity vesting to support retention and alignment .
- Metrics quality: PVUs tied to Core ROA and TBV growth relative to an index (balanced profitability and capital accretion) with symmetric 0%–150% range; annual plan incorporates risk‑sensitive credit metric (net charge‑offs) and PTPP measures .
- Governance safeguards: Clawback; no option repricing; no hedging/pledging; no excise tax gross‑ups; independent consultant (Meridian) .
- Benchmarking: Peer group of 18 publicly traded regional banks (median assets $2.3B, Mid‑Atlantic/Northeast) used for market alignment .
Equity Ownership & Alignment (Detail)
| Item | Detail |
|---|---|
| Shares outstanding (record date) | 7,200,883 (3/11/2025) |
| CEO beneficial ownership | 304,980 shares (4.08%) |
| Ownership rights | Some restricted shares carry voting rights prior to vesting (35,446 for CEO) |
| Policy constraints | Hedging and pledging prohibited for insiders |
Employment & Contracts (Retention/Transition)
- Term/renewal: Evergreen 3‑year rolling term (auto 12‑month extension annually) .
- Non‑compete / non‑solicit: Not expressly disclosed for CEO; Company discloses such covenants for other executives where applicable; no further terms for CEO in proxy excerpts provided .
- Benefits continuity: 2 years (severance) or 3 years (CIC) for medical/life; or cash equivalent .
Board Service History, Committees, Independence
| Director | Role | Committee Roles | Independence |
|---|---|---|---|
| Michael P. Puorro | Chairman & CEO; Director since 2012 | Not listed on committees | Non‑independent |
| Lead Independent Director | Robert Golden | Compensation, NCG member; Lead role | Independent |
| Audit Committee | Haspel (Chair), Katz, Negrin, Okun, Sisti | Audit oversight; Haspel = financial expert | Independent |
| Compensation Committee | Negrin (Chair), Golden, Haspel, Katz, Okun | Exec/director pay; engages Meridian | Independent |
| Nominating & Governance | Haspel (Chair), Abraham, Golden, Katz, Okun | Director nominations, governance | Independent |
Director Compensation (Context)
| Director (Non‑employee) | Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert Golden (Lead Independent) | 52,788 | 34,994 | 87,782 |
| Ahron H. Haspel | 49,413 | 34,994 | 84,407 |
| Metin Negrin | 49,288 | 34,994 | 84,282 |
| Others (see proxy for full list) | — | — | — |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors and executives (mitigates misalignment) .
- Clawback: Adopted per NASDAQ; recoupment on restatement risk .
- Option repricing: Not permitted under equity plans .
- Related‑party transactions: Board reviewed modest design services with a director‑affiliated firm; independence deemed intact given scope/fees .
- Independence: Majority‑independent board with active Lead Independent Director mitigates combined Chair/CEO structure .
Compensation Peer Group & Say‑on‑Pay
- Peer group: 18 publicly traded financial institutions (median assets $2.3B; Mid‑Atlantic/Northeast) for competitive benchmarking .
- Say‑on‑pay/vote results: Not disclosed in the provided proxy excerpts; no data to report.
Investment Implications
- Alignment: CEO’s 4.08% stake, time‑based RSUs with long vesting, and PVUs tied to Core ROA and TBV growth create multi‑year alignment; ban on hedging/pledging reduces adverse incentives .
- Incentive quality and risk: Balanced annual plan (PTPP measures + credit quality + strategic goals) and PVUs against relative indices suggest measured risk‑taking; clawback and no repricing strengthen governance .
- Retention/CIC overhang: Robust severance (2x) and CIC (2.99x) economics plus benefits continuation support retention but create potential deal‑related payout overhang (~$2.2M at illustrative price), though 280G cutback limits tax inefficiency .
- Near‑term trading signals: Scheduled RSU vesting and no options for the CEO point to limited mechanical selling pressure; performance‑contingent PVUs may add upside/downside sensitivity through 2027 tied to profitability and TBV accretion trajectory .