Michael Lombardi
About Michael R. Lombardi
Michael R. Lombardi (age 43) is an Associate with Lombardi & Lombardi, P.A. (Edison, NJ) and has served as an independent director of Magyar Bancorp, Inc. and Magyar Bank since July 2024; his legal background and local market knowledge are cited by the Board as bringing a unique and valuable perspective on legal issues to the Company and Bank . He is a continuing director with a term expiring following fiscal year ending September 30, 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lombardi & Lombardi, P.A. (Edison, NJ) | Associate | Not disclosed | Brings “a unique and valuable perspective on legal and legal-related issues” to the Board |
External Roles
- No other public company directorships are listed in Mr. Lombardi’s biography section of the proxy .
Board Governance
| Committee | Membership | Chair Role | FY2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Member | None disclosed | 1 |
| Audit | Not a member | — | 4 |
| Compensation | Not a member | — | 4 |
| Executive | Not a member | — | 0 |
- Independence: The Board determined all directors except the CEO (Fitzgerald) and CFO (Ansari) are independent under NASDAQ standards; Mr. Lombardi is independent .
- Attendance: In fiscal 2024, no director attended fewer than 75% of aggregate board and committee meetings; executive sessions of independent directors are regularly scheduled .
- Board leadership: Chairman role is separated from CEO; the structure emphasizes independent oversight and regular executive sessions .
Fixed Compensation
| Component | FY2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | 10,380 |
Director fee structure (for context):
- Bank Board annual retainer: $41,520; Chairman $86,400; Vice Chairman $52,840 .
- Bank committee fees: $650 per committee meeting; Audit Committee chair retainer $5,000; Audit Committee members $1,300 per meeting .
- Holding company (Magyar Bancorp) annual director retainer: $16,000 .
- No stock awards or option grants to directors in FY2024; some incumbent directors hold previously granted unvested stock awards and options, but none are disclosed for Mr. Lombardi .
Performance Compensation
- No performance-linked director compensation (RSUs/PSUs/options) was granted to directors in FY2024; equity awards to directors under the 2022 Equity Incentive Plan are permissible but none were granted in FY2024 .
Other Directorships & Interlocks
- Family relationships on the Board exist between Thomas Lankey and Joseph A. Yelencsics (first cousins), not involving Mr. Lombardi .
- No related-party transactions >$120,000 occurred in the period Oct 1, 2023 – Sept 30, 2024; employee/director loans are offered at a 1% rate reduction under Regulation O-compliant programs .
Expertise & Qualifications
- Legal professional (Associate at Lombardi & Lombardi, P.A.), with Board-cited legal expertise and local market knowledge; adds a diverse skillset to the Board’s composition objectives .
- Board independence review considers director loans (Reg O-compliant) in assessing independence .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (direct + indirect) | 0 |
| Ownership % of outstanding | <1% (as classified by proxy table) |
| Director ownership guideline | $75,000 in common stock within four years of election (original purchase value; excludes unexercised options) |
| Compliance status (Board statement) | Each director/officer either compliant or within the four-year initial phase-in as of Sept 30, 2024 |
Governance Assessment
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Positives:
- Independent director with legal expertise; adds legal and local market perspective to Board deliberations .
- Demonstrated attendance (Board reports no director under 75% attendance) and participation on Nominating & Corporate Governance Committee; executive sessions regularly scheduled .
- Board leadership separated from management (Chairman distinct from CEO), enhancing oversight .
-
Concerns / RED FLAGS:
- Zero beneficial ownership reported for Mr. Lombardi as of Dec 31, 2024; although within a four-year phase-in to meet the $75,000 director ownership guideline, near-term “skin-in-the-game” is minimal .
- Company has no anti-hedging policy applicable to directors; hedging transactions are not prohibited, which reduces alignment with long-term shareholder interests .
- Related-person lending exists (employee/director loan program with 1% rate reduction), though conducted under Regulation O and with no transactions >$120,000 in the period; still requires ongoing scrutiny for potential perceived conflicts .
-
Compensation mix and signals:
- Director pay is primarily fixed cash retainer/meeting fees; no FY2024 equity grants for directors—limits direct equity alignment absent personal share purchases .
- No discretionary equity awards or option grants to Mr. Lombardi disclosed; total FY2024 director cash fees of $10,380 reflect partial-year service post-July 2024 .
-
Additional contextual signals:
- Board independence robust (6 of 8 independent), and audit chair designated “financial expert”; supports governance effectiveness around financial reporting .
- Director retirements due to mandatory age in Feb 2024 (Michael F. Lombardi and Edward C. Stokes) illustrate succession refresh; Mr. Lombardi joined July 2024 as part of that refresh .