Michael Thaden
About Michael Thaden
Michael Thaden, age 35, is an independent director of Hanover Bancorp, Inc. (HNVR) serving since 2024 and nominated for a term expiring in 2025 . He is a Director at Castle Creek Capital (joined 2015) and previously was an Analyst in Sandler O’Neill’s Investment Banking Group focused on community banks; he holds BS degrees in Business Administration and Political Science from UNC Chapel Hill, is a CFA Charterholder, and also serves on the board of Golden State Bancorp .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital | Director | 2015–Present | Advises portfolio companies on strategic planning, M&A, capital markets, and value creation in community banking . |
| Sandler O’Neill + Partners, L.P. | Analyst, Investment Banking (Community Banks) | Pre-2015 | Community bank advisory across M&A, capital planning, capital markets; completed transactions >$1B aggregate deal value . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden State Bancorp | Board Member | Not disclosed | Additional board experience in banking; specific committee roles not disclosed . |
Board Governance
- Independence and structure: The Board states a majority are “independent” under Nasdaq standards, and the Chairman/CEO is the only non-independent director .
- Director-designee appointment: Thaden was appointed pursuant to an Exchange Agreement with Castle Creek Capital Partners VIII, L.P.; Castle Creek may designate a director when aggregate holdings exceed 865,000 shares (common plus Series A preferred) and the right terminates when holdings fall below 4.9% of outstanding common stock .
- Committee assignments: Thaden is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; current committee rosters exclude him .
- Attendance: In 2024 the Board met 14 times; each director attended at least 75% of the aggregate number of Board and committee meetings served .
- Lead Independent Director: Shareholders may correspond to Robert Golden, Lead Independent Director, at the company’s Mineola address .
- Annual meeting engagement: The 2025 meeting was held virtually; proxy materials detail access logistics .
2025 Shareholder Vote Outcome (Election)
| Candidate | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Michael Thaden | 5,286,764 | 4,908 | 586,985 |
Fixed Compensation
- Board-level pay framework (FY2024): Non-employee directors receive an annual retainer of $36,996; the Lead Independent Director receives an additional $3,750 per quarter; committee chairs receive $2,500–$14,000 per year; committee fees are paid to members; directors also participate in equity plans .
- Historical (FY2023, for context): Non-employee director retainer $25,000 plus $1,000 per Board meeting; similar chair retainers and equity participation .
Director Compensation – Michael Thaden (FY2024)
| Fees earned or paid in cash ($) | Stock Awards ($) | Option awards ($) | Non-equity incentive ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|
| — (No direct compensation; Castle Creek designee) | — | — | — | — | — |
Performance Compensation
| Metric | Structure | FY2024 Status |
|---|---|---|
| Equity-based awards to Thaden | RSU/stock awards to non-employee directors generally; committee chair/membership fees apply | Not applicable; Thaden did not receive equity or cash compensation as a Castle Creek designee . |
Note: Hanover’s broader executive compensation program uses pay-for-performance, clawback policy, hedging/pledging prohibitions, and competitive benchmarking, but these features pertain to executive officers, not non-employee directors like Thaden .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflict Considerations |
|---|---|---|
| Golden State Bancorp | Board Member | Another bank board; specific interlocks with HNVR’s customers/suppliers not disclosed . |
| Castle Creek Capital Partners VIII, L.P. (shareholder) | Director designee | Castle Creek holds 9.43% of HNVR; Thaden disclaims beneficial ownership of Castle Creek’s shares, but represents the investor per Exchange Agreement . |
Expertise & Qualifications
- Community bank sector expertise with strategic planning, M&A, capital markets, and value creation experience through Castle Creek and Sandler O’Neill .
- Education and credentials: BS in Business Administration and Political Science (UNC Chapel Hill); CFA Charterholder .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael Thaden | 0 | 0.00% | Disclaims beneficial ownership of all shares held by Castle Creek, for which he serves as director designee . |
| Castle Creek Capital Partners VIII, L.P. | 705,440 | 9.43% | As reported in a Schedule 13G filed Feb. 13, 2023; address disclosed in proxy . |
Governance Assessment
-
Positive signals:
- Strong shareholder support: 99.9%+ “For” votes for Thaden’s election, with minimal withholds (5.29M For vs. 4.9K Withheld) .
- Board independence posture: Only CEO is not independent; committees are fully independent; independent compensation consultant (Meridian) engaged with no conflicts .
- Risk controls: Clawback policy per Nasdaq standards; hedging and pledging of Company stock are prohibited for directors and executives .
-
Potential risks/RED FLAGS (monitor):
- Shareholder representative: Thaden’s appointment under an Exchange Agreement tied to Castle Creek’s ownership (>865,000 shares; sunsets <4.9%) may create alignment with a large shareholder but could pose conflict-of-interest risks if Castle Creek-related matters arise .
- Ownership alignment: Thaden personally owns no HNVR shares and disclaims beneficial ownership of Castle Creek’s stake, limiting direct “skin-in-the-game” despite affiliation with a 9.43% holder .
- Committee engagement: Not listed on audit, compensation, or nom/gov committees; absence from committees may reduce direct influence over financial reporting, pay, and nominations governance .
- Related-party vigilance: Policy allows loans to directors/executives at market terms; audit chair reviews related-party transactions; while no Thaden-specific transactions are disclosed, the Castle Creek designee status warrants ongoing monitoring .
-
Additional context:
- Attendance: Policy threshold met by all directors in 2024; Board held 14 meetings, indicating active governance cadence .
- Lead Independent Director channel exists for shareholder engagement (Robert Golden) .
Overall: Thaden brings credible community bank investment and advisory expertise and broad sector relationships, with very high shareholder support. The Castle Creek designation and zero personal share ownership warrant continuing oversight for potential conflicts and alignment, particularly around any transactions involving Castle Creek or portfolio companies .