Andrew Hodulik
About Andrew G. Hodulik
Andrew G. Hodulik, CPA (age 68), serves as Vice Chairman of the Board of Magyar Bancorp, Inc. and is an independent director. He has been a director of Magyar Bank since 1995 and of the Company since its inception in 2005. A certified public accountant and retired Partner/Senior Consultant with PKF O’Connor Davies, he is designated by the Board as an “audit committee financial expert.” His expertise centers on accounting principles, internal controls, and financial reporting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PKF O’Connor Davies | Partner/Senior Consultant (retired) | Not disclosed | Deep expertise in accounting, internal controls, financial reporting; supports role as Audit Committee financial expert |
| Magyar Bank / Magyar Bancorp | Director (Bank since 1995; Company since 2005) | 1995–present (Bank); 2005–present (Company) | Board leadership as Vice Chairman; extensive community market familiarity |
External Roles
- Other public company directorships: Not disclosed in 2024 and 2025 proxy biographies.
Board Governance
| Governance Element | FY 2023 | FY 2024 |
|---|---|---|
| Independence | Independent director (Board determined all except CEO/CFO independent) | Independent director (all except CEO/CFO independent) |
| Committees (member) | Nominating & Corporate Governance; Audit; Compensation; Executive | Nominating & Corporate Governance; Audit; Compensation; Executive |
| Committee chair roles | Audit Committee Chair (also designated audit committee financial expert) | Audit Committee Chair (also designated audit committee financial expert) |
| Board meetings held (Company/Bank) | 12 / 12; no director attended <75% of total eligible meetings | 12 / 12; no director attended <75% of total eligible meetings |
| Executive sessions | Regularly scheduled for independent directors | Regularly scheduled for independent directors |
| Annual shareholder meeting attendance | All directors then on the Board attended the 2023 annual meeting | All directors then on the Board attended the 2024 annual meeting |
Fixed Compensation
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Fee structure (Bank) and Holding Company retainer | Component | FY 2023 | FY 2024 | |---|---|---| | Bank – Director annual retainer | $39,960 | $41,520 | | Bank – Chairman annual retainer | $83,040 | $86,400 | | Bank – Vice Chairman annual retainer | $50,560 | $52,840 | | Bank – Committee meeting fee | $650 per committee meeting | $650 per committee meeting | | Bank – Audit Committee Chair extra | $5,000 | $5,000 | | Bank – Audit Committee member meeting fee | $1,200 | $1,300 | | Holding Company – Director annual retainer (all directors) | $16,000 | $16,000 |
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Director compensation actually paid to Hodulik | Metric | FY 2023 | FY 2024 | |---|---|---| | Fees earned or paid in cash ($) | $88,470 | $92,020 | | Nonqualified deferred comp earnings ($) | $23,674 | $24,639 | | Total ($) | $112,144 | $116,659 |
Director supplemental retirement/deferred comp program is long-standing; “above-market earnings” on these arrangements are disclosed within the nonqualified deferred compensation line. Magyar contributed $71,446 (aggregate) to the pension portion of the agreements for Mr. Lankey and Mr. Hodulik in the 2024 plan year.
Performance Compensation
- Equity for directors under the 2022 Equity Incentive Plan is time-vested; no director performance metrics are disclosed for equity awards. Grants are subject to vesting as set by the Compensation Committee; no equity grants to directors in FY 2024.
| Equity Position (Director) | As of 9/30/2023 | As of 9/30/2024 |
|---|---|---|
| Unvested restricted shares held (count) | 6,526 | 4,692 |
| Vested stock options (not yet exercised) | 3,910 | 7,820 |
| Unvested stock options | 15,640 | 11,730 |
| New director equity grants in period | None disclosed for FY 2023 | None disclosed for FY 2024 |
Plan overview: Equity Incentive Plan authorizes options and restricted stock; option exercise price cannot be below fair market value on grant date; dividends on restricted stock accrue and are paid upon vesting.
Other Directorships & Interlocks
- Other public company boards: Not disclosed.
- Notable board relationship disclosures: Two other directors (Thomas Lankey and Joseph A. Yelencsics) are first cousins (not tied to Hodulik).
Expertise & Qualifications
- Certified Public Accountant; retired Partner/Senior Consultant, PKF O’Connor Davies.
- Designated “audit committee financial expert” by the Board; deep knowledge of accounting standards, internal controls, and SEC/PCAOB reporting.
Equity Ownership
| Ownership Detail | Jan 3, 2024 | Dec 31, 2024 |
|---|---|---|
| Total beneficial ownership (shares) | 37,429 (includes 6,256 unvested RSUs; 3,910 options exercisable within 60 days) | 41,339 (includes 4,692 unvested RSUs; 7,820 options exercisable within 60 days) |
| Percent of outstanding | <1% | <1% |
| Unvested vs vested breakdown | As noted above | As noted above |
| Shares pledged as collateral | Not disclosed | Not disclosed |
- Stock ownership guidelines: Directors must own at least $75,000 in common stock (original purchase value, excluding unexercised options) within 4 years; as of Sept 30, 2024, each director was either in compliance or within phase-in.
- Hedging policy: Company does not prohibit hedging for directors; hedging is not banned.
Related Party & Conflicts
| Period | Related Party Transaction | Terms/Amounts |
|---|---|---|
| FY 2023 (year ended 9/30/2023) | Director loan to Mr. Hodulik (made under standard employee/director program and Regulation O) | Largest outstanding: $656,250; Outstanding at 9/30/2023: $656,250; Interest rate: 4.875%; Principal paid: $0; Interest paid: $267 |
| FY 2024 (year ended 9/30/2024) | Transactions >$120,000 | None; no such transactions during the period |
Management states all director/officer loans are made on substantially the same terms as to the general public or per employee programs and subject to Regulation O; Bank offers 1% interest rate reduction to employees/directors.
Governance Assessment
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Strengths
- Financial expertise: Audit Committee Chair and SEC-defined “financial expert,” enhancing oversight of reporting, internal control, and auditor engagement.
- Independence and engagement: Independent; serves across key committees; Board and committee attendance at or above the 75% threshold; attends annual meetings.
- Alignment mechanisms: Director stock ownership guideline in place; Hodulik maintains meaningful equity exposure via unvested RSUs and options.
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Risks and potential red flags
- Hedging not prohibited: Company permits hedging by directors, which can dilute alignment with shareholders. Considered a governance gap.
- Related-party borrowing (prior year): FY 2023 director loan (Reg O compliant) could raise perceived conflict concerns despite standard terms; no such transactions in FY 2024.
- Director supplemental retirement/deferred compensation: Above-market earnings disclosed; while long-standing, increases the non-cash component and may be viewed as shareholder-unfriendly by some investors.
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Implications for investors
- As Audit Chair and financial expert, Hodulik is central to financial reporting quality and external audit oversight—positive for control environment and investor confidence.
- The absence of anti-hedging restrictions and prior-year related-party lending warrant monitoring and engagement to ensure alignment and mitigate conflict perceptions.
No say-on-pay vote results specific to directors are disclosed; FY 2025 includes an advisory say-on-pay and an advisory vote on frequency (Board recommends annual).