Maureen Ruane

About Maureen Ruane

Maureen Ruane (age 63) has served as an independent director of Magyar Bancorp, Inc. and Magyar Bank since September 2022. She currently works for NJ Community Solutions, LLC in Clifton, NJ, and previously spent 11 years as Business Administrator for the Township of Edison, bringing local market knowledge, financial acumen, and strong central New Jersey relationships to the board . The Board has determined she is independent under NASDAQ listing standards .

Past Roles

External Roles

Board Governance

• Independence: Independent director (all directors except the CEO and CFO are independent) .
• Attendance: No director attended fewer than 75% of aggregate board and committee meetings in FY2024; all directors then on the board attended the 2024 Annual Meeting .
• Executive sessions: Independent director executive sessions are regularly scheduled .
• Board leadership: Roles of Chairman and CEO are separated, supporting oversight and accountability .

Fixed Compensation

Director fee schedule context (structure):

• Magyar Bank director annual retainer: $41,520 .
• Magyar Bancorp director annual retainer: $16,000 .
• Committee meeting fee (non-Audit): $650 per meeting .
• Audit Committee additional retainer: $5,000 (Chair); audit members: $1,300 per audit meeting .

Performance Compensation

• Stock awards to directors: None granted in FY2024; Ruane had no stock or option awards recorded for FY2024 .
• Equity plan context: The 2022 Equity Incentive Plan authorizes up to 547,400 shares for options and restricted stock; directors are eligible participants, with grants subject to committee conditions and fair market value pricing .

Other Directorships & Interlocks

• Other public-company boards: None disclosed for Ruane .
• Family or interlocks on MGYR board: Two directors (Lankey and Yelencsics) are first cousins; no such relationships disclosed for Ruane .

Expertise & Qualifications

• Local government operations and finance: 11-year tenure as Township Business Administrator .
• Community connectivity in central NJ: Explicitly cited as a strength for board composition .
• Independence and governance integrity: Affirmed by NASDAQ standards .

Equity Ownership

• Stock ownership guidelines (directors): Expected to own at least $75,000 in common stock (original purchase value; excludes unexercised options) within four years of election; as of Sep 30, 2024, all directors were either compliant or within the phase-in period .

Governance Assessment

• Committee effectiveness: Ruane serves on the Compensation Committee (4 meetings in FY2024), a key oversight body for executive pay, benefits, stock plans, and director compensation; the committee is composed solely of independent directors .
• Independence and engagement: Independent status, regular executive sessions, and attendance thresholds met contribute to positive governance signaling .
• Compensation structure alignment: Ruane’s FY2024 compensation was entirely cash; no equity grants for directors in FY2024—limiting direct stock-linked alignment for non-executive directors but balanced by ownership guidelines .
• Related-party transactions and conflicts: Bank provides a 1% interest rate reduction on loans to employees/directors under Regulation O standards; no transactions >$120,000 in FY2024. This is industry-standard for banks but requires oversight to avoid preferential treatment beyond permitted programs .
• Risk indicators and red flags:
  • Hedging policy: The company does not prohibit hedging by directors, officers, or employees—this is a governance red flag for alignment, as hedging can reduce exposure to shareholder risk .
  • Pledging: No disclosure of pledged shares—lack of pledging disclosures for Ruane reduces specific risk visibility; no pledging reported or indicated .
  • Say-on-pay outcomes: FY2025 proxy includes the advisory vote proposal; historical vote results not disclosed here—monitor 8-K results filings for approval percentages .
  • Compensation consultant use: The Compensation Committee periodically engages compensation consultants to ensure competitiveness—important for pay-for-performance calibration, with independence not flagged as problematic .

Implications: Ruane’s independence, attendance, and compensation-committee role support board effectiveness, but the absence of anti-hedging policies is a notable governance risk for alignment. Her modest share ownership (<1%) is typical for a small-cap bank board; adherence to director ownership guidelines (phase-in) partially mitigates alignment concerns .

Appendix: Board and Director Compensation Reference