Peter Brown
About Peter Brown
Peter M. Brown (age 59) is Senior Vice President and Chief Lending Officer (CLO) of Magyar Bancorp (Magyar Bank), a role he has held since July 2019; he joined Magyar in 2013 as Vice President, Commercial Lending Officer, and previously served as President/CEO of Manasquan Savings Bank, bringing 30+ years of banking experience . Company-level performance during his recent tenure includes FY2024 net income of $7.783 million (vs. $7.709 million in FY2023) and a TSR value of $123 on a $100 initial investment (vs. $84 in FY2023); in Q3 FY2025, the company reported 46% YoY net income growth for the quarter and highlighted inclusion in KBW’s 2025 Honor Roll for consistent earnings growth .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Magyar Bank (Magyar Bancorp) | Senior Vice President & Chief Lending Officer | 2019–present | Oversees lending; tenure coincides with strong loan growth and margin expansion cited in company releases . |
| Magyar Bank (Magyar Bancorp) | VP, Commercial Lending Officer | 2013–2019 | Originations and portfolio leadership prior to promotion to CLO . |
| Manasquan Savings Bank | President/CEO | Prior to 2013 | Prior CEO experience; adds seasoned credit and leadership background . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base salary ($) | 224,232 | 236,192 |
| Cash bonus paid ($) | 75,000 | 80,000 |
| All other compensation ($) | 26,279 | 25,178 |
| Total reported compensation ($) | 325,511 | 341,370 |
Detail of “All other compensation” (FY2024):
- 401(k) plan: $7,339; Insurance benefits: $901; Medical & dental: $11,985; ESOP allocation (FMV at year-end): $4,953; Total: $25,178 .
Notes on annual bonus determination:
- The bonus is discretionary and based on Compensation Committee review of performance vs. budget and metrics including net interest margin, non-performing assets/total assets, results of regulatory examinations, and return on assets .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Net interest margin | Discretionary | Not disclosed | Committee-assessed | Reflected in annual cash bonus above | Part of annual bonus framework . |
| Non-performing assets/Total assets | Discretionary | Not disclosed | Committee-assessed | Reflected in annual cash bonus above | Part of annual bonus framework . |
| Regulatory exam results | Discretionary | Not disclosed | Committee-assessed | Reflected in annual cash bonus above | Part of annual bonus framework . |
| Return on assets | Discretionary | Not disclosed | Committee-assessed | Reflected in annual cash bonus above | Part of annual bonus framework . |
Equity incentives (from 2022 Equity Incentive Plan):
- Restricted stock awards (RSAs) vest in five equal annual installments; first installment vested on September 22, 2023 .
- Options (details below) were granted under the 2022 plan; options outstanding carry a $12.70 exercise price and expire September 23, 2032; vesting schedule not explicitly disclosed beyond exercisable balances .
Equity Ownership & Alignment
| Ownership detail (beneficial) | As of Jan 3, 2024 | As of Dec 31, 2024 |
|---|---|---|
| Total beneficial ownership (shares) | 29,945 (includes unvested RSAs, 401(k), ESOP, and options exercisable in 60 days) | 38,007 (includes unvested RSAs, 401(k), ESOP, and options exercisable in 60 days) |
| % of shares outstanding | <1% | <1% |
| Unvested restricted stock (RSAs) | 11,200 | 8,400 |
| Options exercisable (within 60 days) | 6,000 | 12,000 |
| Options unexercisable (outstanding) | 24,000 | 18,000 |
| Option exercise price / expiration | $12.70 / 09-23-2032 | $12.70 / 09-23-2032 |
| 401(k) plan holdings | 5,871 | 7,529 |
| ESOP allocated shares | 3,574 | 3,978 |
Additional alignment and policy notes:
- Stock ownership guidelines apply to the CEO and Executive Vice Presidents (EVPs): CEO $150,000, Directors $75,000, EVPs $50,000 (original purchase value; excludes unexercised options). At September 30, 2024, each Director and Executive Officer was either compliant or within the four-year phase-in. The guideline’s definition of “Executive Officers” covers the CEO and EVPs; Brown is an SVP/CLO, not an EVP .
- Hedging: The company does not prohibit hedging transactions by directors, executive officers, or other employees; hedging is not prohibited (potential misalignment red flag) .
Employment Terms
| Provision | Key terms |
|---|---|
| Change-in-control agreement | One-year agreement (2019) for Peter M. Brown provides a lump-sum cash severance equal to base salary plus the highest bonus rate in the prior three years if terminated without just cause or resigns for good reason post-CIC; also 12 months company-paid group health coverage; benefits capped to avoid 280G excess parachute . |
| Estimated CIC cash payout | ~$267,118 if triggered on last day of FY2023 (base + highest prior bonus) ; ~$319,200 if triggered on last day of FY2024 . |
| Good reason (CIC) | Not reappointed to same position, material base salary/benefit reduction, or relocation >30 miles without consent . |
Outstanding Equity Awards and Vesting
| Instrument | Plan | Status at 9/30/2023 | Status at 9/30/2024 | Vesting / notes |
|---|---|---|---|---|
| Stock options | 2022 Equity Plan | 6,000 exercisable; 24,000 unexercisable; $12.70 strike; expires 09/23/2032 | 12,000 exercisable; 18,000 unexercisable; $12.70 strike; expires 09/23/2032 | Option vesting schedule not specified beyond exercisable balances . |
| Restricted stock (unvested) | 2022 Equity Plan | 11,200 shares unvested; FMV $114,800 at $10.25 | 8,400 shares unvested; FMV $103,488 at $12.32 | RSAs vest in five equal installments; first vest 09/22/2023 . |
Implications for selling pressure:
- RSAs vest annually over five years from September 2023, creating predictable incremental share availability upon vesting; any sales depend on personal decisions and trading windows .
- Options at $12.70 strike are long-dated (to 2032); intrinsic value depends on market price at exercise; exercisable tranches could be monetized subject to blackout windows and personal choices .
Compensation Structure Analysis
- Mix and trend: Brown’s compensation is predominantly cash (salary + discretionary bonus); no new equity grants in FY2024 for NEOs were disclosed; equity exposure comes from the 2022 plan awards that continue to vest .
- Pay-for-performance: Annual bonus is discretionary but guided by bank performance factors (NIM, asset quality, ROA, regulatory outcomes), aligning incentives with credit quality and profitability—key levers for a CLO .
- Equity risk profile: Shift toward time-based RSAs (5-year ratable) and stock options from the 2022 plan; time-based vesting reduces performance risk vs. PSUs but maintains retention hooks; no option re-pricing disclosed; no FY2024 NEO option grants .
- Governance flags: Hedging is not prohibited for directors/executives, which can weaken alignment; no pledging disclosures were noted; Section 16 filings were timely in FY2024 .
Performance & Track Record
| Indicator | FY2023 | FY2024 | Commentary |
|---|---|---|---|
| Net income ($) | 7,709,000 | 7,783,000 | Flat to modestly higher YoY; reflects stable profitability base. |
| TSR value of $100 | 84 | 123 | TSR improved significantly in FY2024. |
Recent operating highlights (during Brown’s tenure as CLO):
- Q3 FY2025: Quarterly net income +46% YoY to $2.5m; NIM expansion to 3.35%; total loans +8.2% vs. FY2024 YE; book value/share up to $18.03; dividend raised to $0.08; KBW 2025 Honor Roll recognition for consistent earnings growth .
Board Governance (context)
- Compensation Committee of independent directors oversees executive compensation, performance measures/goals, and stock plans .
- Company uses industry surveys and, periodically, compensation consultants to benchmark pay levels .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes an advisory vote on executive compensation and a separate vote on say-on-pay frequency (Board recommends annual); outcomes not provided in the proxy excerpt .
Equity Ownership & Guidelines Summary
- Beneficial ownership: 38,007 shares as of 12/31/2024 (<1% of outstanding) including unvested RSAs, 401(k), ESOP and options exercisable within 60 days .
- Ownership guidelines: Apply to CEO ($150k) and EVPs ($50k) by original purchase value; SVP-level executives (like Brown) are not explicitly covered by the stated definition .
Employment Terms (Severance/CIC) Summary
- CIC severance equal to base salary + highest prior 3-year bonus; ~$319,200 estimated as of FY2024; 12 months of health coverage; capped under IRC 280G .
- Good reason includes not being reappointed, material pay/benefit reduction, or relocation >30 miles .
Risk Indicators & Red Flags
- Hedging not prohibited for directors/executives (potential misalignment) .
- No disclosures of pledging, clawbacks, or tax gross-ups for Brown; no option re-pricing; Section 16(a) filings timely for FY2024 .
Investment Implications
- Incentive alignment: Brown’s cash bonus ties to NIM, credit quality, ROA, and regulatory outcomes—directly aligned with a CLO’s remit. Time-based RSAs and long-dated options promote retention but reduce explicit performance linkage vs. PSUs; however, equity exposure still links long-term value creation to shareholder outcomes .
- Overhang/flow: Annual RSA vesting through 2027 and exercisable option tranches could create episodic selling opportunities, but magnitude is modest relative to float (<1% ownership) .
- Retention/CIC: The CIC arrangement (~$319k FY2024 estimate plus benefits) is moderate and should aid retention without being shareholder-unfriendly; no broad employment agreement is disclosed for Brown, limiting guaranteed protections outside CIC .
- Governance watch: Absence of anti-hedging policy is a notable governance weakness; investors may push for formal hedging/pledging prohibitions to strengthen alignment .
- Execution lens: Company performance improved in FY2024 and accelerated in Q3 FY2025 (loan growth, NIM expansion, earnings), supporting the case that lending execution is contributing to financial momentum; monitoring credit quality trends and loan mix under Brown’s oversight remains key for forward risk-reward .