Thomas Lankey
About Thomas Lankey
Thomas Lankey, 64, is the independent Chairman of the Board of Magyar Bancorp, Inc. and Magyar Bank, serving on the boards since 2005 (Company) and 1994 (Bank). He is a Vice President at Hackensack Meridian Health, bringing finance, compensation, and healthcare management expertise; he is first cousin to fellow director Joseph A. Yelencsics, a related-person relationship disclosed in the proxy. He is classified as independent under NASDAQ rules, and the Board separates the Chairman and CEO roles, with independent director executive sessions regularly scheduled. He beneficially owns 51,842 shares (<1% of outstanding), including unvested restricted stock and vested options, and is either in compliance or within the phase-in period for director stock ownership guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magyar Bancorp, Inc. | Chairman of the Board; Director | Director since 2005; Chairman current | Ex officio member of Nominating, Audit, Compensation; member of Executive Committee; governance leadership with separated Chair/CEO structure |
| Magyar Bank | Chairman of the Board; Director | Director since 1994; Chairman current | Member across Nominating, Audit, Compensation, Executive; contributes to risk oversight via committee reporting to full Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hackensack Meridian Health | Vice President | Current | Senior management experience in finance, compensation, healthcare management adds domain and operational expertise |
Board Governance
- Independence: The Board determined all directors except CEO John S. Fitzgerald and CFO Jon R. Ansari are independent; Lankey is independent.
- Leadership: Roles of Chairman and CEO are separated; Chairman sets Board agendas and leads executive sessions; CEO runs strategy and operations.
- Attendance: Board and Bank each met 12 times in FY2024; no director attended fewer than 75% of Board and committee meetings; all directors at the time attended the 2024 Annual Meeting. Executive sessions of independent directors are regularly scheduled.
- Committees: Lankey serves on all four standing committees (Nominating & Corporate Governance, Audit, Compensation, Executive); as Chairman, he is ex officio on Nominating, Audit, and Compensation. Audit Committee is chaired by Andrew G. Hodulik, CPA (audit committee financial expert).
| Committee | Role | FY2024 Meetings | Independent Committee |
|---|---|---|---|
| Nominating & Corporate Governance | Member; Chairman ex officio | 1 | Yes |
| Audit | Member; Chairman ex officio | 4 | Yes; chaired by Hodulik (financial expert) |
| Compensation | Member; Chairman ex officio | 4 | Yes |
| Executive | Member | 0 | — |
Fixed Compensation
- Structure: Bank director annual retainer $41,520; Chairman retainer $86,400; Vice Chairman retainer $52,840; Company director annual retainer $16,000; committee meeting fee $650; Audit Committee chair additional $5,000; Audit members $1,300 per audit meeting.
- Actual 2024 (cash and plan earnings):
| Component (FY2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 123,560 |
| Stock awards | — |
| Option awards | — |
| Nonqualified deferred compensation earnings | 4,717 |
| All other compensation | — |
| Total | 128,277 |
- Director Supplemental Retirement Plan: Bank contributed an aggregate $71,446 to the pension portion of these agreements for Lankey and Hodulik in 2024; Lankey’s table includes above‑market earnings from this plan.
Performance Compensation
- Equity plan eligibility: Directors are eligible under the 2022 Equity Incentive Plan (up to 547,400 shares authorized; options max 391,000; restricted stock 156,400). The Company did not grant director stock awards or options in FY2024.
- Performance metrics: The proxy does not disclose director-specific performance metrics (e.g., TSR or ESG targets) tied to director compensation.
| Metric Category | Disclosure |
|---|---|
| Director equity award performance conditions | Not disclosed |
| Annual director bonus/performance targets | Not applicable; directors compensated via retainers and meeting fees |
Other Directorships & Interlocks
- Public company boards: None disclosed.
- Private/non-profit roles: Vice President at Hackensack Meridian Health (healthcare system).
- Interlocks/relationships: Lankey is first cousin to director Joseph A. Yelencsics.
Expertise & Qualifications
- Finance and compensation oversight; healthcare management expertise from Hackensack Meridian Health.
- Board-level risk oversight through committee work; exposure to accounting and audit matters via Audit Committee (financial expert designation attributed to Hodulik).
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 51,842 |
| Ownership as % of outstanding | <1% |
| Unvested restricted stock awards | 4,692 shares |
| Options exercisable within 60 days | 7,820 shares |
| Options unvested (held) | 11,730 shares (vest status per director compensation note) |
| Stock ownership guideline (Directors) | $75,000 (original purchase value; excludes unexercised options); directors either in compliance or within phase-in period at 9/30/2024 |
- Insider reporting: No delinquent Section 16 filings in FY2024.
- Hedging/pledging: Company does not prohibit hedging for directors; no pledging disclosures provided.
Voting Signals (Investor Confidence)
| 2025 Annual Meeting Vote | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Thomas Lankey | 2,958,590 | 829,344 | — | 1,199,650 |
| Say-on-Pay (advisory) | 3,587,725 | 181,891 | 18,318 | 1,199,650 |
| Say-on-Pay Frequency | One Year: 2,967,026; Two Years: 98,142; Three Years: 706,693; Abstain: 16,073; Broker Non-Votes: 1,199,650 |
Note: Lankey’s withhold count exceeded that of the other two nominees (Lankey 829,344 vs. Yelencsics 767,152; Fitzgerald 109,928), a potential governance signal to monitor.
Related-Party Transactions and Policies
- Loans to directors: Permitted under Regulation O; Bank extends loans to directors on terms widely available to employees, with a 1% reduction to publicly available interest rates; subject to Board approval. No transactions >$120,000 during FY2024.
- Audit Committee reviews related-party transactions requiring proxy disclosure.
Governance Assessment
- Strengths:
- Long-tenured, independent Chairman; clear separation of Chair/CEO with regular independent director executive sessions.
- Deep committee engagement across Nominating, Audit, Compensation, and Executive; Audit Committee chaired by a CPA financial expert.
- Solid attendance and active Board/committee cadence (12 Board meetings; no director <75%).
- Director stock ownership guidelines in place; overall compliance or phase-in reported.
- Strong shareholder support for annual Say-on-Pay and executive compensation advisory vote.
- Watch items / RED FLAGS:
- Family relationship: Lankey is first cousin to fellow director Yelencsics—monitor for decision-making independence and committee work overlap.
- Hedging not prohibited for directors—misaligned with best-practice alignment policies.
- Above‑market earnings credited in director deferred compensation arrangements—shareholder-unfriendly optics; ensure robust disclosure and reasonableness.
- Elevated withhold votes against Lankey versus other nominees in 2025—track future voting trends and investor feedback.
- Preferential loan rate (1% reduction) for directors—permitted under regulation and subject to approval, but merits oversight to avoid perceived favoritism.