Robert Golden
About Robert Golden
Robert Golden (age 61) is Hanover Bancorp’s Lead Independent Director and has served on the board since 2014; his current term expires at the 2027 annual meeting. He is President of Golden Properties Group LLC, formerly owned one of New York’s largest cleaning and security companies (Golden Mark), and attended the University of Bridgeport. The board classifies him as independent under Nasdaq standards; shareholders may address correspondence to the independent directors via “Attn: Robert Golden, Lead Independent Director.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden Properties Group LLC | President | Not disclosed (current) | Active investor in commercial office, retail, and residential real estate in NYC region and Midwest; brings local market/business conditions expertise to board. |
| Golden Mark (cleaning & security) | Owner | Not disclosed (past) | Built one of the largest cleaning/security firms in NY; serviced large office buildings and financial institutions. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Volunteers of America (New York) | Board Member | Not disclosed | Non-profit governance role. |
| Nassau County Police Department Foundation | Advisory Board Member | Not disclosed | Community engagement; advisory capacity. |
| University of Bridgeport | Education | Not applicable | Attended University of Bridgeport. |
Board Governance
- Lead Independent Director responsibilities: presides when Chair absent; leads executive sessions of non-management directors; sets agendas with Chair/CEO; liaison between management and non-management directors; advises on meeting efficiency and facilitates teamwork.
- Independence: Board majority independent; Puorro (Chair/CEO) only non-independent director. Related transactions are assessed for independence; no impairment noted for a separate director’s vendor engagement.
- Committee memberships:
- Compensation Committee: Member (Chair: Metin Negrin). The committee met 3 times in FY2024; uses Meridian as independent consultant with no conflicts.
- Nominating & Corporate Governance Committee: Member (Chair: Ahron H. Haspel); met 3 times in FY2024.
- Audit Committee: Not listed as a member; audit committee met 6 times in FY2024.
- Meetings and attendance: Board held 14 meetings in 2024; each director attended at least 75% of board and committee meetings on which they served.
- Executive sessions frequency: not disclosed; LID presides over those sessions.
- Hedging/pledging: Company policy prohibits directors/executives from hedging or pledging Company stock.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual board retainer (non-employee directors) | $36,996 | FY2024 | Standard cash retainer. |
| Lead Independent Director retainer | $3,750 per quarter | FY2024 | Additional cash retainer specific to LID role. |
| Committee chair fees | $2,500–$14,000 per year | FY2024 | Not specific to Golden (he is not disclosed as a chair). |
| Committee membership fees | Not disclosed | FY2024 | Paid to members serving on committees. |
| Fees earned or paid in cash (Robert Golden) | $52,788 | FY2024 | Actual cash compensation including retainer(s)/committee fees. |
| Stock awards (Robert Golden) | $34,994 | FY2024 | Grant date fair value; annual director equity. |
| Options awards (Robert Golden) | — | FY2024 | No option award in FY2024. |
| Total (Robert Golden) | $87,782 | FY2024 | Cash + equity. |
- Mix and alignment: Golden’s 2024 director pay mix was approximately 60% cash ($52,788) and 40% equity ($34,994), supporting equity alignment while maintaining cash retainer predictability.
Performance Compensation
| Metric | FY2024 Disclosure | Notes |
|---|---|---|
| Non-equity incentive plan (director) | — | No director NEIP reported. |
| Equity plan participation (director) | Yes | Directors participate in equity compensation plans; director grants reported as stock awards (fair value). |
| Performance metrics tied to director equity | Not disclosed | Company describes performance metrics for NEOs, not for directors. |
The proxy details performance-vested metrics for executives (Core ROA and tangible book value growth vs industry) but does not disclose performance conditions for director equity; director equity appears time-vested.
Other Directorships & Interlocks
| Category | Disclosure | Details |
|---|---|---|
| Current public company boards (Golden) | None | Proxy notes no director serves on other public company boards except Ahron H. Haspel (Trustee of North European Oil Royalty Trust). |
| Compensation committee interlocks | None | No interlocks or insider participation issues reported. |
| Independent compensation consultant | Meridian Compensation Partners, LLC | Engaged by and reporting to the Compensation Committee; committee assessed independence and found no conflicts. |
Expertise & Qualifications
- Real estate investment/operations expertise (commercial, retail, residential) with local market insight valuable to a community bank’s credit and growth strategy.
- Built and led a large-scale facilities services business serving office buildings and financial institutions, indicating operational, compliance, and client relationship acumen.
- Independent leadership experience as Lead Independent Director; governance responsibilities include agenda-setting and liaison functions.
- Education: University of Bridgeport.
Equity Ownership
| Category | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership (Robert Golden) | 449,719 | 6.01% | As of March 11, 2025. |
| Vested stock options | 10,000 | — | Exercisable; strike/expiry not disclosed in director section. |
| Unvested restricted stock | 5,940 | — | Subject to future vesting; voting currently may be directed. |
| Shares via trusts | 337,272 | — | Beneficiary/trustee includes Golden/family members. |
| Shares via controlled LLC | 52,771 | — | Golden controls the LLC. |
- Pledging/hedging: Prohibited for directors under company policy.
Governance Assessment
- Independence and role effectiveness: Golden is the Lead Independent Director with clearly articulated responsibilities for executive sessions, agenda coordination, and liaison duties—positive for board effectiveness and investor confidence.
- Engagement: The board met 14 times in 2024; each director attended at least 75% of board/committee meetings. Golden serves on Compensation and Nominating/Governance committees (each met 3 times), indicating active involvement.
- Alignment: Golden’s significant stake (6.01%)—including direct, trust, and LLC holdings—plus annual equity grants supports “skin in the game.” Director pay mix includes material equity.
- Compensation oversight: Committee uses a fully independent consultant with no conflicts and has clawback provisions aligned with Nasdaq standards at the executive level; no option repricing, no tax gross-ups—strong compensation governance posture.
- Conflicts/related-party exposure: Company permits director/officer lending on market terms subject to board and regulatory oversight; no Golden-specific related-party transactions disclosed. Monitor given Golden’s real estate activities, but proxy shows no impairments to independence.
RED FLAGS
- None disclosed specific to Golden: no pledging, no hedging, no interlocks, no related-party transactions identified. Continue monitoring related-party lending and any future transactions involving Golden-controlled entities.
Appendix: Shareholder Voting Context
- 2025 Annual Meeting record date shares outstanding: 7,200,883; directors elected with strong majorities; auditor ratification approved (Crowe LLP). Provides context for governance continuity.