Joseph Yelencsics

About Joseph A. Yelencsics

Joseph A. Yelencsics, age 70, is an independent director of Magyar Bancorp, Inc. (MGYR) and Magyar Bank; he has served on the Bank’s board since 2000 and the Company’s board since its inception in 2005. He is a private investor and was a part owner of Bristol Motors, Inc., bringing owner-operator experience that the board cites as valuable for leadership and diverse perspectives. He is the first cousin of director and Board Chairman Thomas Lankey.

Past Roles

External Roles

• No other public company directorships are disclosed in MGYR’s proxy biographies.

Board Governance

• Independence: The board determined all directors except CEO John S. Fitzgerald and CFO Jon R. Ansari are independent under NASDAQ listing standards; Yelencsics is independent.
• Attendance: In FY2024 and FY2023, no director attended fewer than 75% of the aggregate board and committee meetings; all directors at the time attended the 2024 and 2023 annual meetings.
• Committee assignments (FY2024): He served on Nominating & Corporate Governance, Audit, Compensation, and Executive Committees; Audit Committee chair is Andrew G. Hodulik, CPA.

• Executive sessions of independent directors are regularly scheduled.

Fixed Compensation

• Director fee structure (bank and company): | Component | FY2023 | FY2024 | |---|---|---| | Magyar Bank annual director retainer (non-officer directors) | $39,960 | $41,520 | | Magyar Bancorp annual director retainer (all directors) | $16,000 | $16,000 | | Committee meeting fee (non-officer directors) | $650 per committee meeting | $650 per committee meeting | | Audit Committee member meeting fee | $1,200 per meeting | $1,300 per meeting | | Audit Committee chair additional retainer | $5,000 | $5,000 | | Chairman of the Board (bank) annual retainer | $83,040 | $86,400 | | Vice Chairman (bank) annual retainer | $50,560 | $52,840 |

• Yelencsics – cash compensation received: | Metric | FY2023 | FY2024 | |---|---|---| | Fees earned or paid in cash ($) | $76,630 | $79,150 |

• Director supplemental retirement program: Yelencsics exercised withdrawal rights; the Company no longer contributes to his director retirement income trust fund under the amended deferred compensation agreements.

Performance Compensation

• Equity awards and options (director holdings): | Metric | As of 9/30/2023 | As of 9/30/2024 | |---|---|---| | Unvested stock awards (shares) | 6,526 | 4,692 | | Vested stock options (not yet exercised) | 3,910 | 7,820 | | Unvested stock options (shares) | 15,640 | 11,730 |

• RSU vesting mechanics: Restricted stock awards under the 2022 Equity Incentive Plan vest in five equal installments; the first installment vested on September 22, 2023.

• Option award detail (Form 4 disclosures): | Transaction date | Security | Quantity | Strike/Price | Filing URL | |---|---|---|---|---| | 2022-08-26 | Stock Options | 19,550 | $12.25 | | | 2022-08-26 | Stock Options | 19,550 | $0 (grant accounting price field) | |

• No performance metrics (e.g., revenue/TSR hurdles) are disclosed for director equity or fees; director compensation consists of cash retainers/meeting fees and equity grants under the shareholder-approved plan.

Other Directorships & Interlocks

• No related-party transactions >$120,000 involving Yelencsics disclosed for FY2024; the proxy lists employee/director loan programs and specific loans to other directors in FY2023.

Expertise & Qualifications

• Board biography cites owner-operator background (Bristol Motors) and private investor experience contributing leadership and diverse business skills aligned with board objectives.
• Audit oversight experience as a member of the Audit Committee; committee chaired by an “audit committee financial expert” (Hodulik).

Equity Ownership

• Stock ownership guidelines: Directors are expected to own at least $75,000 in common stock (based on original purchase value; excludes unexercised options) within four years; as of Sept 30, 2024, all directors/officers were either compliant or within phase-in.
• Shares outstanding: 6,570,861 shares entitled to vote as of Dec 31, 2024 (context for % of class).

Insider Trades (Form 4)

Governance Assessment

• Strengths:
  • Independent director serving on all major committees (Audit, Compensation, Nominating; plus Executive), supporting board effectiveness and oversight breadth.
  • Attendance at or above 75% across board/committee meetings; participated in annual meetings, signaling engagement.
  • Meaningful equity alignment via unvested RSUs and options under the 2022 Equity Incentive Plan; continued accumulation through 2023–2024 grants.
  • No related-party transactions >$120,000 involving Yelencsics in FY2024, reducing conflict-of-interest risk.
• Watch items / red flags:
  • Family relationship: first cousin to Chairman Thomas Lankey; while both are deemed independent, familial ties warrant monitoring, especially given shared committee service.
  • Hedging policy: Company does not prohibit hedging by directors/executives/non-executives, which is generally viewed as misaligned with shareholder interests.
  • Director retirement/deferred compensation program can include above-market earnings for some directors; while Yelencsics withdrew and no longer receives contributions, program design for peers bears scrutiny.
• Compensation structure signals:
  • Modest increases in bank retainer (from $39,960 to $41,520) and Audit meeting fee (from $1,200 to $1,300) from FY2023 to FY2024; cash mix remains predominantly fixed retainers/meeting fees.
  • Director equity awards vest in equal installments, with no disclosed performance metrics tied to director equity; equity aligns incentives but lacks explicit performance conditions.

Overall, Yelencsics presents solid governance credentials with broad committee participation and equity alignment; key monitoring areas are the familial relationship with the Chairman and the absence of anti-hedging prohibitions.