John Fitzgerald
About John Fitzgerald
John S. Fitzgerald, 60, is President, Chief Executive Officer, and Director of Magyar Bancorp, Inc. and Magyar Bank (CEO since 2010; joined the bank in 2001), with 37 years of banking experience . Under his tenure, FY2024 EPS increased to $1.23 from $1.20, deposits grew 5.5%, and loans grew 12%; TSR value of an initial $100 investment improved to $123 in 2024 from $84 in 2023, while net income rose slightly to $7.783 million in 2024 (up from $7.709 million in 2023) . The company highlighted strong liquidity (95% loan-to-deposit), increased dividends (including a special dividend), and execution on buybacks as part of its shareholder returns strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magyar Bancorp / Magyar Bank | President & CEO | 2010–Present | Leads strategy and day-to-day operations; board director nominee with deep institutional knowledge . |
| Magyar Bank / Magyar Bancorp | EVP & Chief Operating Officer | 2007–2010 | Operational leadership prior to CEO role . |
| Magyar Bank | Joined the bank | 2001–2007 | Progressive leadership roles culminating in COO/CEO succession . |
External Roles
- None disclosed for John S. Fitzgerald in the latest proxy statements .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 522,789 | 549,181 |
| Bonus ($) | 360,000 (discretionary) | 360,000 (discretionary) |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive Plan ($) | — | — |
| All Other Compensation ($) | 284,901 | 281,273 |
| Total ($) | 1,167,690 | 1,190,454 |
All other compensation (FY 2024 breakdown):
- 401(k): $12,117; SERP: $199,775; Insurance: $4,651; Auto allowance: $17,462; Director fees: $16,000; Medical & Dental: $218; Club dues: $23,313; ESOP: $7,737 (value of shares allocated) .
Compensation design notes:
- Annual cash bonus is discretionary and reviewed against metrics including net interest margin, non-performing assets/total assets, regulatory exam results, and ROA; no explicit weighting/formula disclosed .
Performance Compensation
| Metric Category | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Bonus (cash) | Not disclosed | Multi-metric (NIM, NPA/Assets, exams, ROA) | Committee discretion | $360,000 (FY23, FY24) | Paid in cash; no formula or % disclosed |
| Equity Grants (RS/Options) | N/A in FY23–FY24 | — | — | — | No new grants in FY2024; equity last granted under 2022 plan . |
Pay versus performance (company-disclosed):
| Year | PEO SCT Total ($) | PEO “Comp Actually Paid” ($) | Non-PEO Avg SCT ($) | Non-PEO Avg CAP ($) | TSR: $100 → | Net Income ($) |
|---|---|---|---|---|---|---|
| 2022 | 1,786,541 | 1,777,868 | 900,485 | 895,220 | 110 | 7,919,000 |
| 2023 | 1,167,690 | 1,047,505 | 535,939 | 464,144 | 84 | 7,709,000 |
| 2024 | 1,190,454 | 1,253,535 | 553,524 | 591,604 | 123 | 7,783,000 |
Company commentary: From 2023 to 2024, PEO CAP rose 19% and Non-PEO CAP rose 27%, vs. TSR +46% and Net Income +1% .
Equity Ownership & Alignment
| Item | Quantity / Detail |
|---|---|
| Total Beneficial Ownership | 176,355 shares; 2.6% of outstanding as of 12/31/2024 . |
| Breakdown | Includes 19,272 unvested restricted shares; 38,560 shares via 401(k); 15,195 ESOP shares; and 24,000 options exercisable within 60 days . |
| Options Outstanding (2022 Plan) | 24,000 exercisable; 36,000 unexercisable; strike $12.70; exp. 09/23/2032 . |
| Unvested RS (2022 Plan) | 19,272 shares; fair value $237,431 at 9/30/2024 (using $12.32 per share) . |
| Vesting Schedule | 2022 restricted stock vests in five equal installments; first vested 9/22/2023 . |
| Ownership Guidelines | CEO minimum $150,000 original purchase value; directors $75,000; EVP $50,000; all were compliant or within phase-in as of 9/30/2024 . |
| Hedging/Pledging | Company does not prohibit hedging; pledging not disclosed . |
Implications:
- Scheduled annual RS vesting (five tranches starting 9/22/2023) can create periodic liquidity events; monitor Form 4s around anniversary dates for selling pressure .
- CEO holds meaningful equity/economic exposure (2.6%); guidelines met; no pledging disclosure (neutral), but lack of anti-hedging policy is a governance weakness .
Employment Terms
- Agreements: Updated 2021; auto-renewing to maintain 36-month term for CEO .
- Current Base Salary: $557,000 (CEO) .
- Severance (no change-in-control): 3x base salary; estimated ~$1,671,000 at current salary; plus 24 months life/medical/dental coverage (cash-equivalent if benefits cannot be provided) .
- Change-in-Control (double-trigger): CEO gets 3x (highest base + higher of last year’s bonus or 3-year average bonus); estimated ~$2,751,000 if triggered at FY2024 year-end; plus 24 months benefits .
- Non-Compete/Non-Solicit: One-year non-solicit; non-compete generally one year within 25 miles (not applicable post-CIC terminations) .
- Perquisites: Company-provided automobile (business and personal use), and company-paid country club membership; amounts included in “All Other Compensation” (e.g., auto allowance $17,462; club dues $23,313 in FY2024) .
Board Governance (including dual-role implications)
- Roles: CEO and Director; not independent due to executive status .
- Leadership Structure: Chair and CEO roles are separated, with independent oversight via regular executive sessions and independent Compensation and Nominating committees—mitigating dual-role concentration risk .
- Committee Memberships (FY2024): Fitzgerald serves on the Executive Committee; not a member of Audit, Compensation, or Nominating (consistent with independence norms) .
- Independence: Board determined all directors except CEO (Fitzgerald) and CFO (Ansari) are independent under Nasdaq rules .
Committee membership snapshot (FY2024):
| Director | Nominating & Gov | Audit | Compensation | Executive |
|---|---|---|---|---|
| John S. Fitzgerald | X |
Director Compensation (relevant to Fitzgerald’s dual roles)
- Bank Board: Directors (except Fitzgerald and Ansari) receive bank director fees (e.g., $41,520 annual retainer FY2024; committee fees); CEO/CFO do not receive bank director fees .
- Holding Company Board: All directors, including Fitzgerald, receive a $16,000 annual retainer; included in CEO “All Other Compensation” .
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2025 Say-on-Pay advisory vote | For: 3,587,725; Against: 181,891; Abstain: 18,318; Broker non-votes: 1,199,650 . |
| 2025 Frequency of Say-on-Pay | One year: 2,967,026; Two years: 98,142; Three years: 706,693; Abstain: 16,073; Broker non-votes: 1,199,650 . |
| CEO Re-election to Board (2025) | For: 3,678,006; Withheld: 109,928; Broker non-votes: 1,199,650 . |
Performance & Track Record
- 2024 operating highlights: EPS increased to $1.23 (from $1.20), deposits +5.5%, loans +12%, special dividend paid; L/D ratio 95%; Repurchased 195,906 shares in 2024 .
- Profitability trajectory: Net income FY2020–FY2024 improved to $7.783 million in FY2024; Q1’25 net income $2.085 million; book value per share increased to $17.23 at 12/31/24 .
- 2025 results update (post-proxy): FY2025 net income $9.8 million; EPS $1.57; dividend increased to $0.08 quarterly (declared 10/30/2025) .
Compensation Structure Analysis
- Mix: 2023–2024 compensation skewed to cash (salary + discretionary cash bonus); no new equity grants in FY2024; equity exposure persists via 2022 plan awards .
- Discretion: Annual bonuses determined by Compensation Committee using financial/credit/regulatory metrics, but without disclosed weights/thresholds—less formulaic alignment transparency .
- Equity program: 2022 Equity Incentive Plan authorizes options and restricted stock; restricted shares vest over five years; no dividends on unvested shares (paid if/when vested) .
- Clawback policy: Not disclosed in proxies reviewed; anti-hedging policy is absent (hedging not prohibited) .
Related Party Transactions and Red Flags
- FY2024: No related transactions over $120,000 disclosed for directors/officers (Oct 1, 2023–Sep 30, 2024) .
- FY2023: Certain director loan relationships disclosed, made at employee terms and compliant with regulations .
- Governance gaps: No anti-hedging prohibition (potential misalignment risk); pledging not addressed; CEO/CFO non-independent as expected, but board maintains independent chair and committees .
Compensation & Benefit Plans (selected details)
- Defined Benefit Plan: Frozen; CEO participates; standard annuity forms; benefits based on legacy formula .
- SERPs: 2006 and 2019 supplemental retirement arrangements targeting annual benefits at age 65 (e.g., CEO $102,362 under 2006 SERP and $160,923 under 2019 SERP); FY2024 accrual/contribution examples: CEO $155,984 (2019 SERP accrual) and $43,792 (2006 SERP contribution) . FY2023 comparable amounts disclosed .
Equity and Awards Detail
| Award Type | CEO Position | Terms / Value |
|---|---|---|
| Stock Options (2022 Plan) | 24,000 exercisable; 36,000 unexercisable | Strike $12.70; exp. 09/23/2032 . |
| Restricted Stock (2022 Plan) | 19,272 unvested | 5-year ratable vesting; first vest 9/22/2023; $237,431 value at 9/30/2024 (at $12.32) . |
Board Service History and Committees
- Director since at least 2010 (as CEO); re-nominated and elected in 2025; not independent due to executive role .
- Committees: Executive Committee member; not on Audit/Compensation/Nominating (maintaining independence of these oversight committees) .
- Attendance: Board and committee meetings held 12 times in FY2024; no director attended fewer than 75%; independent director executive sessions held .
- Independence/structure: Separate Chair and CEO roles; Compensation Committee of independent directors evaluates CEO performance and pay .
Director Compensation (structure overview)
| Element | Amount |
|---|---|
| Magyar Bank Board Retainer | $41,520 annual retainer (FY2024); CEO and CFO excluded . |
| Magyar Bancorp Board Retainer | $16,000 annual retainer (includes CEO) . |
| Audit Committee Chair Retainer | $5,000; members $1,300/meeting; other committee meeting fees $650 . |
Employment Terms – Key Economics (CEO)
| Scenario | Estimated Cash Severance |
|---|---|
| Involuntary termination/constructive termination (no CIC) | ~3x base salary ≈ $1,671,000 (at $557k base) . |
| CIC + qualifying termination (double-trigger) | ~3x (highest base + higher of last-year or 3-year avg bonus) ≈ $2,751,000 (as of FY2024 end) . |
Other terms: 24 months of life/medical/dental coverage (or cash equivalent); 1-year non-solicit; non-compete generally one year within 25 miles (non-compete inapplicable following CIC) .
Investment Implications
- Alignment and ownership: CEO’s 2.6% stake, ongoing vesting from the 2022 equity plan, and adherence to stock ownership guidelines indicate meaningful alignment; absence of anti-hedging restrictions and no disclosed pledging policy partially dilute alignment quality .
- Incentive design: Heavy cash mix and discretionary bonus structure (with qualitative metrics) reduces formulaic pay-for-performance transparency; however, TSR and net income trends and strong 2025 results support realized outcomes; monitor any future equity grant cadence and any repricing or modification activity (none disclosed) .
- Retention and CIC risk: CEO has robust severance/CIC economics (3x multiples, benefits), reducing near-term departure risk but creating higher potential CIC payout leverage; non-compete/non-solicit provide modest post-termination protections for the bank .
- Trading signals: Annual RS vesting around late September (5-year schedule beginning 9/22/2023) can create periodic selling pressure; track Form 4s and potential 10b5-1 plans around vest dates; also note buyback/dividend actions as management confidence indicators (raised dividends and conducted buybacks) .
Overall: Governance structure (separate Chair/CEO, independent committees) mitigates CEO dual-role risk; compensation is conservative on equity issuance post-2022 plan but cash-heavy and discretionary. Alignment is satisfactory via ownership and vesting, with a watch item on lack of anti-hedging policy. Strong FY2025 operating results and shareholder returns support sentiment; monitor insider activity near vesting windows and any future equity grant policy changes .