Philip Okun
About Philip Okun
Philip Okun (age 70) is a founding director of Hanover Community Bank and has served on the Company’s Board since 2008; his current term runs through 2026. He has 40+ years in commercial real estate, previously serving as President of Polimeni International and Skyline Management, and is a founding partner of Realty Connect USA. Okun holds a B.A. in Education from Fairleigh Dickinson University; he is a licensed real estate broker in NY and FL, the author of “Make Money on Main Street” and “Back of the Napkin,” a licensed sea captain, and has chaired the Bank’s Loan Committee since inception .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polimeni International | President | Not disclosed | Led development program in Poland; completed multiple shopping centers |
| Skyline Management Corp. | President | Not disclosed | Managed ~3M sq ft portfolio of office/retail across Long Island/East Coast |
| Realty Connect USA, LLC | Founding Partner | Not disclosed | Built brokerage to 800+ agents across 14 offices in LI/Queens |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Realty Connect USA, LLC | Founding Partner | Not disclosed | Private company; no public interlock disclosed |
| Licensed Broker (NY, FL) | Professional license | Current | Regulatory credentials; real estate expertise |
| Author | Books: “Make Money on Main Street”; “Back of the Napkin” | Not disclosed | Thought leadership; real estate focus |
No other public company directorships for Okun are disclosed in the proxy .
Board Governance
- Independence: A majority of the Board is independent under Nasdaq standards; the only non-independent director is the Chairman/CEO. Okun serves on committees composed solely of independent directors (Audit, Compensation, Nominating & Corporate Governance), indicating his independent status .
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating and Corporate Governance Committee member .
- Chair roles: Chairman of the Bank’s Loan Committee since inception (credit risk oversight). Audit Committee Chair (Haspel); Compensation Chair (Negrin); NCG Chair (Haspel) — Okun is not chair of these Board committees .
- Attendance: The Board met 14 times in 2024; each director attended at least 75% of aggregate Board and committee meetings. At the 2024 Annual Meeting, five of nine directors attended the virtual session (management states “each then current member … participated,” but attendance was five), suggesting limited visible meeting participation .
- Lead Independent Director: Robert Golden serves as Lead Independent Director; presides over executive sessions and liaises with management on agendas and efficiency .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $36,996 | Standard non-employee director retainer |
| Committee chair fees (range) | $2,500–$14,000 | Policy range; chairs receive additional fees; Okun is not chair of Board committees |
| Lead Independent Director additional retainer | $3,750 per quarter | Policy; not applicable to Okun |
| Fees earned or paid in cash (Okun) | $52,038 | Includes retainer plus committee/membership fees |
Performance Compensation
| Equity Component | 2024 Amount | Vesting/Metrics | Instruments |
|---|---|---|---|
| Stock awards (Okun) | $34,994 | Not disclosed for directors | Stock awards under equity plans |
| Options awards | — | Not granted to directors in 2024 | No option grants shown |
| Performance metrics tied to director equity | Not disclosed | Company discloses PVU metrics for executives (Core ROA and TBV growth vs index), not for directors | Not applicable to directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Okun |
| Compensation Committee interlocks | None — no executive officer served on another entity’s comp committee where a reciprocal relationship exists |
| Related-party engagements | Board noted an architectural engagement with a director-affiliated firm (JRS Architect, P.C., Sorrenti), assessed as non-impairing to independence; no Okun-related transaction disclosed |
Expertise & Qualifications
- 40+ years in commercial real estate: development, leasing, financing, brokerage; large-scale portfolio management (3M sq ft) .
- Founding director and Loan Committee chair: direct credit risk oversight experience aligned with community banking risk profile .
- Market connectivity via Realty Connect USA network; licensed broker credentials in NY/FL .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Philip Okun | 41,077 | 0.55% | Includes 5,940 restricted shares subject to future vesting; voting currently directed; no options disclosed |
| Hedging/Pledging | Prohibited | — | Company policy prohibits director hedging and pledging of Company shares |
| Ownership guidelines | Not disclosed | — | No director ownership guideline disclosure found in proxy |
Governance Assessment
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Strengths:
- Independent director with multi-committee participation (Audit, Compensation, NCG) and a long tenure since 2008 supports institutional knowledge and continuity .
- Loan Committee chair role brings direct oversight of credit risk, a core board responsibility in banking; independence reinforced by hedging/pledging prohibitions .
- Ownership alignment via 41,077 shares (0.55% of outstanding); includes restricted shares, indicating continued equity-linked exposure .
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Watch items / RED FLAGS:
- Annual Meeting attendance was five of nine directors in 2024 despite a virtual format; while the proxy notes director participation, visible attendance appears limited, which may be perceived as engagement risk by some investors .
- The Bank makes loans to directors in the ordinary course (customary, same terms as third parties), and Okun chairs the Loan Committee; while commonplace in community banks and subject to regulatory approval, investors should monitor for any future Okun-related lending disclosures to ensure no perceived conflict arises .
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Compensation structure observations:
- Director pay mix includes modest cash retainer and equity grants; no options; absence of director-specific performance metrics suggests equity is largely time-based, keeping risk of misaligned incentives low .
- Company-wide governance practices include clawback for incentive compensation (NASDAQ-compliant), no tax gross-ups, and option repricing prohibitions — positive signals for pay discipline (primarily disclosed for executives) .