Varkey Abraham
About Varkey Abraham
Independent director of Hanover Bancorp, Inc. (HNVR), age 71, serving since 2008 with current term expiring in 2027. Founding director of Hanover Community Bank; principal owner and CEO of Eric’s Shoe Stores, Abraham and Sons Leather Company, and VA Smith Shoe Company International; real estate investor; former two‑term President of the Indo‑American Malayalee Chamber of Commerce and Sabha Council Member at Saint Thomas Mar Thoma Church .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eric’s Shoe Stores (U.S.) | Principal Owner & CEO | Not disclosed | Retail leadership; local business insight |
| Abraham and Sons Leather Company | Principal Owner & CEO | Not disclosed | Manufacturing/wholesale leadership |
| VA Smith Shoe Company International | Principal Owner & CEO | Not disclosed | International operations experience |
| Hanover Community Bank | Founding Director | Since 2008 | Foundational governance perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indo‑American Malayalee Chamber of Commerce | President (two terms) | Not disclosed | Community/business leadership |
| Saint Thomas Mar Thoma Church | Sabha Council Member | Not disclosed | Community engagement |
Board Governance
- Board composition: 10 directors; Abraham’s term runs 2008–2027 .
- Independence: Board majority independent; only CEO not independent. Abraham is an independent director under NASDAQ standards .
- Committee assignments: Nominating and Corporate Governance Committee (NCG) member; NCG chaired by Ahron H. Haspel .
- Attendance: Board met 14 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Lead Independent Director: Robert Golden, who presides over executive sessions of non‑management directors .
- NCG activity: NCG met three times in 2024 .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 14 |
| Abraham attendance threshold | ≥75% of Board/committee meetings |
| NCG meetings held | 3 |
| Independence status | Independent |
Fixed Compensation
- Structure: Annual cash retainer $36,996; Lead Independent Director receives an additional $3,750/quarter; committee chairs receive $2,500–$14,000/year; committee membership fees paid; directors also participate in equity plans .
| Director Compensation (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Varkey Abraham | 38,913 | 34,994 | 73,907 |
Performance Compensation
- No performance‑based elements for directors disclosed (e.g., PSUs or metric‑linked equity) in the director compensation section; awards shown as stock awards with grant date fair value .
Other Directorships & Interlocks
- Public company boards: “No director is also a director of a company having a class of securities registered…” except Ahron H. Haspel (Trustee of North European Oil Royalty Trust). Abraham has no other public company directorships disclosed .
- Committee interlocks: None; Compensation Committee interlocks explicitly “none” .
| Category | Details |
|---|---|
| Other public boards | None disclosed for Abraham |
| Interlocks | None disclosed |
Expertise & Qualifications
- Small business/operator perspective from retail, leather, and international shoe businesses; adds local market/SMB insight .
- Founding director status provides institutional knowledge of Hanover’s evolution .
- Real estate investor experience relevant to bank’s CRE exposure .
Equity Ownership
- Beneficial ownership: 57,412 shares; 0.77% of common stock .
- Unvested restricted stock included: 5,940 shares (voting currently permitted) .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers .
| Ownership Metric (as of March 11, 2025) | Amount |
|---|---|
| Beneficially owned shares | 57,412 |
| Percent of class | 0.77% |
| Restricted stock (unvested) | 5,940 |
| Hedging/pledging | Prohibited by policy |
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company, Hanover is not required to hold say‑on‑pay votes; only director elections and auditor ratification were on the 2025 ballot .
| 2025 Annual Meeting Results (April 30, 2025) | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Michael P. Puorro | 4,993,403 | 298,269 | 586,985 |
| Metin Negrin | 5,081,371 | 210,301 | 586,985 |
| Elena Sisti | 4,645,113 | 646,559 | 586,985 |
| Michael Thaden | 5,286,764 | 4,908 | 586,985 |
| Auditor ratification (Crowe LLP) | 5,463,294 For | 384,776 Against | 30,587 Abstain |
Compensation Committee Analysis
- Composition (2024): Metin Negrin (Chair), Robert Golden, Ahron H. Haspel, Michael Katz, Philip Okun; all independent .
- Consultant: Meridian Compensation Partners, LLC; engaged directly by the Committee; independence assessed; no conflicts; Meridian provides no other services to the Company .
- Interlocks: None .
Related‑Party Transactions & Conflicts
- Policy: Audit Committee Chair reviews related‑party transactions (excluding ordinary‑course credit); loans to directors/officers permitted on market terms under banking regulations .
- Specific disclosure: Board determined a design/architect engagement with JRS Architect, P.C. (affiliated with Director John R. Sorrenti) did not impair independence; no specific related‑party transactions disclosed for Abraham .
- Hedging/pledging prohibited, reducing alignment risks .
Governance Assessment
- Alignment: Abraham holds 57,412 shares (0.77%) with 5,940 unvested restricted shares; policy bans hedging/pledging, supporting alignment with shareholders .
- Independence & oversight: Independent director; sits on NCG, which met three times in 2024; Board held 14 meetings with ≥75% attendance, indicating baseline engagement .
- Compensation: Modest director pay mixed between cash ($38,913) and stock ($34,994), total $73,907—no performance‑based director elements disclosed, consistent with governance norms that avoid pay‑for‑performance for directors .
- External ties: No other public company boards; reduces interlock/overboarding risk but limits external public‑company governance exposure .
- Shareholder signals: 2025 vote focused on director elections and auditor ratification due to EGC status; no say‑on‑pay indicates limited direct feedback channel on compensation structure .
RED FLAGS
- Limited director presence at prior annual meeting: 2024 virtual Annual Meeting “was attended by five of the nine then sitting directors” (while encouraging participation), which may signal variable engagement at shareholder forums; monitor future participation trends .
- Related‑party exposure framework permits ordinary‑course loans to directors/officers; while regulated and disclosed as policy, continued monitoring is prudent for conflict risk .
Positive Signals
- Formal prohibition on hedging/pledging reduces alignment risks .
- NCG membership suggests active role in board composition and governance standards .
- Board majority independence; only CEO non‑independent .