DEF 14A of Hanover Bancorp, Inc. /MD
Filed Mar 26, 2025 · FY20240001104659-25-028261
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS The Certificate of Incorporation and Bylaws of the Company provide that the number of Directors shall not be less than one (1) and permit the exact number to be determined from time to time by the Board of Directors. There are currently ten (10) members of our Board of Directors. Our Bylaws provide for a Board of Directors divided into three (3) classes. For 2025, there are four (4) nominees for Director. The Board of Directors of the Company has nominated for election to the Board of Directors the persons named below, each of whom currently serves as a member of the Board. If elected, each will serve a term of three years, and until his or her replacement has been duly elected and qualified. The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve if elected. The following table sets forth the names, ages, principal occupations, and business experience for all directors, including the nominees, as well as their prior service on the Board, if any. Unless otherwise indicated, principal occupations shown for each Director have extended for five or more years.
NOMINEES FOR ELECTION
NOMINEES FOR ELECTION
NOMINEES FOR ELECTION
| Name and Position with the Company | Age | Principal Occupation for Past Five Years | Term of Office Since – Expires (1) | | Michael P. Puorro, Chairman and CEO | 66 | Chairman and CEO of the Company and the Bank | 2012 – 2025 | | Metin Negrin, Director | 59 | Founder, Owner and President of Lexin Capital, a real estate investment, redevelopment and management company, Former Chairman of Savoy Bank | 2021 – 2025 | | Elena Sisti, Director | 69 | Managing Partner of Durel Associates, AGEM LLC, and Riviera Development Corporation, real estate investment and management companies in New Jersey, Founder and Former Director of Savoy Bank | 2021 – 2025 | | Michael Thaden, Director | 35 | Castle Creek Capital, an asset management firm focused on the community banking industry | 2024 – 2025 |
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 2025 ANNUAL MEETING
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 2025 ANNUAL MEETING
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 2025 ANNUAL MEETING
| Name and Position with the Company | Age | Principal Occupation for Past Five Years | Term of Office Since – Expires (1) | | Michael Katz, Director | 86 | Physician, Former President of Ear Nose and Throat Associates of New York, P.C. | 2012 – 2026 | | John R. Sorrenti, Director | 74 | Architect, Founder and President of JRS Architect, P.C. | 2012 – 2026 | | Philip Okun, Director | 70 | Former President of Polimeni International and President of Skyline Management; Founding Partner of Realty Connect USA, LLC | 2008 – 2026 | | Varkey Abraham, Director | 71 | Owner of Shoe Wholesale/Retail Company and Real Estate Investor | 2008 – 2027 | | Ahron H. Haspel, Director | 82 | Attorney and Certified Public Accountant, Retired Partner of the law firm of Jones Day and KPMG, LLP | 2012 – 2027 | | Robert Golden, Director | 61 | President of Golden Properties Group LLC | 2014 – 2027 |
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 2025 ANNUAL MEETING
| (1) Includes service on the Bank’s Board of Directors |
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 2025 ANNUAL MEETING
There are no arrangements between any of our directors and any other individuals pursuant to which any director was selected as a director, except for Michael Thaden, who was appointed to serve as the director representative for Castle Creek Capital Partners VIII, LP (“Castle Creek”), pursuant to that certain Exchange Agreement, dated as of April 24, 2024, by and between the Company and Castle Creek (the “Exchange Agreement”). Pursuant to the Exchange Agreement, Castle Creek is entitled to designate an appointee to the Board and Bank Board commencing upon its aggregate holdings of the Company’s common stock and Series A Preferred Stock exceeding 865,000 shares, and terminating when Castle Creek, together with its respective affiliates, no longer owns, in the aggregate, 4.9% or more of all of the outstanding shares of the Company’s common stock. Castle Creek has exceeded such ownership threshold. No director is related to any other director or executive officer by blood, marriage, or adoption. No director is also a director of a company having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, except for Ahron H. Haspel, who serves as a Trustee of the North European Oil Royalty Trust. The Company encourages all directors to participate in the Company’s Annual Meeting. Each then current member of the Company’s Board of Directors participated in the Company’s 2024 virtual Annual Meeting of Shareholders and the meeting was attended by five of the nine then sitting directors.
Required Vote
Required Vote IN ORDER TO BE ELECTED TO A TERM ON THE BOARD OF DIRECTORS, DIRECTORS MUST RECEIVE THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST AT THE ANNUAL MEETING. SEE “WHAT VOTE IS REQUIRED TO ADOPT THE PROPOSALS AT THE ANNUAL MEETING?” ABOVE.
Recommendation
Recommendation THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES SET FORTH ABOVE. [Remainder of Page Intentionally Blank]
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS The following is a brief discussion of the business and banking background and experience of our directors for at least the past five years. With respect to directors, the biographies also contain information regarding the person’s experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director. Unless otherwise indicated, senior officers have held their positions for the past five years. Michael P. Puorro, Chairman and Chief Executive Officer — Mr. Puorro has over thirty-five years of banking experience, with over thirty years as a senior executive. Prior to joining Hanover, Mr. Puorro was the Co-Chairman and President of Madison National Bancorp, Inc. and Madison National Bank where he was a leading member of Madison’s entrepreneurial founding group and executive management team. Prior to this, Mr. Puorro served as Executive Vice President and Chief Financial Officer of New York Community Bancorp, Inc. and as Executive Vice President and Chief Financial Officer of Roslyn Bancorp, Inc. Mr. Puorro was a former senior member in the Financial Services Group of KPMG LLP, specializing in financial institutions, ranging in size from local community banks to super money center institutions. Mr. Puorro was a Board member of the New York Bankers Association. Mr. Puorro earned a Bachelor of Business Administration degree in Accounting from Dowling College’s School of Professional Accountancy, and in addition to being a Certified Public Accountant, is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. In May 2012, Mr. Puorro received an Honorary Doctorate Degree in Human Letters from Dowling College. Through his business contacts in our market, Mr. Puorro has been able to attract customers and investors, and his financial expertise is of great value to the Board. In addition, as our senior executive officer, his insight on our operations is invaluable to the Board. Robert Golden, Lead Independent Director — Mr. Golden is President of Golden Properties Group LLC which is an active investor in commercial office buildings and retail and residential properties in New York City and the surrounding areas, as well as throughout the Midwest. Prior to forming Golden Properties Group LLC, Mr. Golden was the owner of one of the largest cleaning and security companies in New York (Golden Mark). His company serviced mainly large office buildings and financial institutions. Mr. Golden is on the Board of Directors for Volunteers of America in New York, he is currently on the Nassau County Police Department Foundation Advisory Board, and is also a contributor to many charitable organizations. Mr. Golden attended the University of Bridgeport. Through his business activities, Mr. Golden has a strong sense of business conditions in our market that is invaluable to the Board. Varkey Abraham, Director — Mr. Abraham is a founding director of Hanover Community Bank. Mr. Abraham is the principal owner and Chief Executive Officer of the Eric’s Shoe Stores chain in the United States, Abraham and Sons Leather Company and VA Smith Shoe Company International. Further, Mr. Abraham is a real estate investor. Mr. Abraham is the former two-term President of the Indo-American Malayalee Chamber of Commerce and also served as a Sabha Council Member for Saint Thomas Mar Thoma Church. Mr. Abraham brings to the Board significant management expertise and leadership skills, as well as insight into the experience of locally owned businesses. Ahron H. Haspel, Director — Mr. Haspel is an active investor and an attorney and CPA specializing in the tax area. He retired from Jones Day in January 2011 where he served as a partner specializing in the corporate tax and mergers and acquisitions area. Prior to joining Jones Day in February 2005, Mr. Haspel was a partner at KPMG and served on its Board of Directors and in a number of leadership positions. While on the Board of KPMG, Mr. Haspel served on the firm’s Audit, Compensation and Strategic Planning Committees. Mr. Haspel serves as a member of the Board and Trustee of North European Oil Royalty Trust (NRT) a New York Stock Exchange listed company and serves as Chairman of NRT’s Audit and Compensation Committees. Mr. Haspel is a qualified audit committee financial expert for SEC purposes. He earned a Bachelor of Science degree in Accounting from Long Island University, his Juris Doctor from Brooklyn Law School and his LLM degree in Taxation from New York University School of Law. He is a Certified Public Accountant and a member of the New York Bar. He is also a member of the Board of a number of philanthropic organizations. Mr. Haspel’s extensive legal and accounting background and understanding of finance, and experience with public companies, proves invaluable to the Board. Michael Katz, Director — Dr. Katz is an active financial institution investor and highly experienced and accomplished board-certified otolaryngologist. Dr. Katz had been in practice with Ear, Nose, and Throat Associates of New York, P.C. since 1969. For over 35 years, he served as President of the group practice which is one of the largest multi-specialty practices of its kind with offices located throughout Queens, Nassau, Suffolk, and the Bronx. While serving as President, Dr. Katz oversaw a growing practice of over 200 employees in multiple locations including over 30 physicians and physician assistants/nurse practitioners, specializing in otolaryngology, allergy & immunology, facial plastic and reconstructive surgery, audiology, sleep disorders and speech and swallowing disorders. Dr. Katz earned his undergraduate degree from Columbia University and his medical degree from the State University of New York, Downstate. He went on to complete general surgery training at Kings County Hospital in New York and then did his residency in otolaryngology at Manhattan Eye, Ear and Throat Hospital. He is board certified by the American Board of Otolaryngology. Dr. Katz was Chief of Ear, Nose and Throat (“ENT”) at Flushing Hospital and was previously Chief of ENT at New York Hospital Medical Center of Queens. Apart from the medical field, Dr. Katz serves as Co-Chairman of the Fisher Island Condo Board #2, is highly active in environmental issues and is a large contributor to the UJA-Federation of NY. Dr. Katz’s business development capabilities in the Long Island marketplace led the Board to conclude that Dr. Katz should serve as a director. Metin Negrin, Director — Mr. Negrin is the Founder and President of Lexin Capital, a private investment, development and management company that manages its own capital along with that of a global client base and makes direct investments in real estate. The firm has real estate investments in New York City as well as Florida, Maryland, and Arizona. Mr. Negrin was also the Chairman of Savoy Bank prior to its acquisition by Hanover. In addition, Mr. Negrin is the President of the Board of the Allen-Stevenson School, a boys Kindergarten-8 day school of 400 students on the Upper East Side of Manhattan, as well as Treasurer and Executive Committee Board Member of the American Turkish Society. A graduate of Deutsche Schule High School in Istanbul, Mr. Negrin holds a BS in Economics and an MBA in Finance from NYU Stern School of Business. Mr. Negrin’s management and business experience led the Board to conclude that Mr. Negrin should serve as a director.
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
Philip Okun, Director — Mr. Okun is a founding director of Hanover Community Bank. Additionally, he has been Chairman of the Loan Committee since the Bank’s inception. Mr. Okun has worked in the commercial real estate industry for more than 40 years. As President of Polimeni International, Mr. Okun was responsible for the Company’s development program in Poland, having completed numerous shopping centers throughout the country. As President of its affiliate company, Skyline Management Corp., he was responsible for the management of a three-million square foot portfolio of office buildings and shopping centers on Long Island and the east coast. Further, his experience includes redevelopment, leasing, financing, and brokerage. Mr. Okun is a founding partner of Realty Connect USA, LLC. Realty Connect currently has over 800 sales agents in 14 offices on Long Island and Queens. Mr. Okun is a licensed real estate broker in New York and Florida. He is author of the books “Make Money on Main Street” and “Back of the Napkin”, and a licensed sea captain. Mr. Okun earned a Bachelor of Arts degree in education from Fairleigh Dickinson University. Mr. Okun’s experience in the commercial real estate market led the Board to conclude that Mr. Okun should serve as a director. Elena Sisti, Director — Ms. Sisti was the founder and Chairperson Emeritus of Savoy Bank, only the second New York bank established by a woman. Ms. Sisti founded Savoy Bank following a 25-year career at Citibank, and she remained as a Board member of Savoy until its acquisition by Hanover. Ms. Sisti is the Managing Partner of a New Jersey based real estate investment and management firm started by her family. She received a BA in Economics from Barnard College, Columbia University. Ms. Sisti immigrated to the United States in 1963 from Caracas, Venezuela. Ms. Sisti’s experience in banking and financial services, along with her knowledge of our local community will assist us as we continue to grow. John R. Sorrenti, Director — Mr. Sorrenti, FAIA, is Founder and President of JRS Architect, P.C., a full service architectural, interior design and preservation firm serving the greater New York City region. Mr. Sorrenti has served on many committees both for the American Institute of Architects (AIA) and the National Council of Architectural Registration Board (NCARB). In 1989, Mr. Sorrenti served as President of the AIA Long Island Chapter, served as the New York State President in 1994 and in 1997, he served as the National Vice President. He also served as Regional Director for NCARB’s National Board. Mr. Sorrenti chaired the AIA/College of Fellows’ Regional Representative Program nationally for six years and in 2016 was the Chancellor for the College of Fellows. He remains on the New York State Education Board of Architecture as an Extended Member, previously serving as Chair. He is currently the Chair of North Hempstead’s Landmarks Commission. In 1996, Mr. Sorrenti received his Fellowship from the American Institute of Architects which only 3% of the AIA membership have achieved. In 1991, Mr. Sorrenti helped to form the guidelines for the Americans with Disabilities Act (ADA) and in 1993 assisted with the New York City ADA Code. In 2008, Mr. Sorrenti was presented with the Lifetime Achievement Award from the AIA Long Island Chapter and in 2017 received their Community Service Honor Award. Mr. Sorrenti earned a Bachelor of Architecture degree from New York Institute of Technology (NYIT), a Masters in Architecture from Ohio University, and an MBA from NYIT. Mr. Sorrenti provides the Board with significant leadership and managerial experience, particularly from the perspective of a locally based business enterprise. Michael Thaden, Director — Mr. Thaden is currently a Director of Castle Creek Capital, an asset management firm focused on the community banking industry. Prior to joining Castle Creek in 2015, Mr. Thaden worked at Sandler O’Neill + Partners, L.P. as an Analyst in the Investment Banking Group, focusing on community bank advisory, including but not limited to mergers and acquisitions, capital planning, and capital markets transactions, completing transactions with an aggregate deal value in excess of $1 billion. Mr. Thaden holds Bachelors of Science degrees in Business Administration and Political Science from the University of North Carolina at Chapel Hill, and currently also serves as a board member for Golden State Bancorp. He is also a CFA Charterholder. Mr. Thaden’s experience advising Castle Creek portfolio companies in strategic planning, value creation opportunities, mergers and acquisitions, and capital markets provides the Board with additional perspective and expertise on the challenges and opportunities in the broader community banking market.
Compensation Design Principles and Governance Best Practices
| o | Pay for Performance — We provide a significant portion of pay based on performance (short- and long-term) |
Compensation Design Principles and Governance Best Practices
| o | Sound Risk Management — We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features |
Compensation Design Principles and Governance Best Practices
| o | Competitive Benchmarking — We benchmark our compensation practices to ensure executive compensation is consistent with the current market |
Compensation Design Principles and Governance Best Practices
| o | Tax Gross-Ups — We do not provide excise tax gross-ups on benefits or in change-in-control agreements |
Compensation Design Principles and Governance Best Practices
| o | Stock Option Repricing — Our equity plans do not permit repricing of stock options that are out-of-the-money |
Executive Compensation Objectives and Policies
| Long-Term Incentive Plan | ● | Aligns executives’ interests with those of shareholders through equity-based compensation | | | ● | Encourages retention through multiple year and performance based vesting | | | ● | Provides that a component of the equity-based compensation is performance based, contingent upon the Company attaining certain performance metrics | | Other Benefits | ● | Provides a base level of competitive benefits for executive talent | | Employment Agreements/Severance & CIC Agreements | ● | Provides employment security to key executives | | | ● | Focuses executives on Company performance and transactions that are in the best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment |
Peer Group & Competitive Benchmarking
Peer Group & Competitive Benchmarking The Compensation Committee typically conducts benchmark reviews in connection with setting base salary levels and total compensation. The Committee’s independent consultant developed a peer group consisting of 18 publicly traded financial institutions with a median asset size of $2.3 billion as of March 2023 and which are headquartered in the Mid-Atlantic and Northeast regions which was approved by the Committee and used for competitive benchmarking. 2024 Executive Compensation Program and Pay Decisions:
Annual Incentive
Annual Incentive An important element of our performance-based pay program is our Executive Annual Incentive Plan, which provides cash incentives based on attaining pre-established goals including Hanover’s pre-tax, pre-provision net revenue, pre-tax, pre-provision return on average assets, and net charge-off ratio, based on Hanover originated loans (i.e., excluding loans acquired in the Chinatown or Savoy transactions). In addition, a component of the payout is based on the attainment of non-financial strategic goals. As discussed above, these goals are measured on a calendar year basis. Each participant has a target incentive opportunity expressed as a percentage of base salary, although actual payouts can range from a 50% payout at threshold performance on each performance metric to 150% of target for stretch performance on each performance metric, with no payout if a performance metric is below threshold. Hanover’s financial performance in 2024 resulted in a payout slightly below target in the aggregate. In addition, in setting the bonus payments, the Committee took into account the attainment of corporate goals by Hanover, which under the plan have a 25% weighting, including:
Annual Incentive
| ● | Successfully setting the stage for our core systems conversion, including identifying the most appropriate vendor negotiating all related contracts and commencing the implementation; |
Annual Incentive
| ● | Strengthening our deposit generation teams in Nassau and Suffolk Counties; |
Annual Incentive
| ● | To further support our deposit generation efforts, identifying, obtaining regulatory approval for and establishing a new office in Suffolk County; |
Annual Incentive
| ● | Growth of C&I loans with corresponding deposit generation; |
Annual Incentive
| ● | Enhancing our brand in the competitive Long Island market; |
Annual Incentive
| ● | Expanded the Bank’s “brand” through the use of an enhanced website, social media presence and community and business outreach; and |
Annual Incentive
| ● | Increasing and further demonstrating our commitment to the communities we serve, by enhancing our grants and donations programs, our CRA related lending and our CRA related service. |
Annual Incentive
In determining the performance of each NEO, the Committee considered its assessment of the Chief Executive Officer’s performance and the Chief Executive Officer’s evaluation of each NEO’s performance. In light of the forgoing, the Committee approved the following incentive awards for 2024 for our NEO’s:
Annual Incentive
| Executive | 2024 Target Annual Incentive Award | 2024 Actual Annual Incentive Award | | Michael P. Puorro | $375,100 | $375,447 | | McClelland Wilcox | $220,000 | $220,204 | | Joseph F. Burns | $138,250 | $138,378 |
Long-Term Incentives – Equity-Based Awards
Long-Term Incentives – Equity-Based Awards The Company’s equity incentive program is designed to be performance-based, align executives with shareholder interests and promote the long-term success of the Company. Grants are based upon the Committee’s view of the individual achievements of the NEO’s. Grants are evenly divided between time vested (“TVU’s”) and performance vested (“PVU’s”) restricted stock units. All TVU’s granted are subject to a five-year vesting requirement. PVU’s are granted at target and earned based on our future three-year performance for the period January 1, 2025 through December 31, 2027. The potential number of shares that can vest following the three-year performance period range from 0% to 150% of the target levels depending on our Core Return on Average Assets (Core ROA) performance relative to an industry index (a 50% weighting) and the growth in our tangible book value relative to an industry index (a 50% weighting). “Core ROA” is defined by S&P Capital IQ as net income, excluding the after-tax effect of realized gains/losses on securities, nonrecurring items and amortization of intangibles and goodwill divided by average assets. For 2024, grants were approved by the Committee as follows:
Long-Term Incentives – Equity-Based Awards
| Executive | TVU’s Granted | PVU’s Granted | | Michael P. Puorro | 9,335 | 9,336 | | McClelland Wilcox | 5,228 | 5,228 | | Joseph F. Burns | 2,253 | 2,253 |
Long-Term Incentives – Equity-Based Awards
Grants under the long-term incentive program are made under the Company’s 2018 Equity Compensation Plan or the 2021 Equity Compensation Plan.
Employment Agreements
Employment Agreements The Company is party to employment agreements with several executives. Those agreements are described elsewhere in this Proxy Statement under “Executive Compensation.”
Summary Compensation Table
Summary Compensation Table The table below sets forth information concerning the compensation of our Chief Executive Officer and our next two most highly compensated executive officers (the “NEO’s”) for the fiscal year ended December 31, 2024:
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and | | Salary | Bonus | Stock Awards (1) | Option Awards | Non-equity incentive plan compensation | Change in pension value and non- qualified deferred compensation earnings | All other compensation (2) | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Michael P. Puorro, Chairman and Chief Executive Officer | 2024 | 682,000 | - | 196,055 | - | 205,853 | - | 47,560 | 1,131,468 | | | 2023 | 625,000 | - | 187,483 | - | 281,250 | - | 46,712 | 1,140,445 | | | 2022 | 625,000 | - | 736,462 | - | 391,500 | - | 39,292 | 1,792,254 | | McClelland Wilcox, President | 2024 | 550,000 | - | 134,376 | - | 112,875 | - | 24,473 | 821,724 | | | 2023 | 525,000 | - | 131,248 | - | 157,500 | - | 25,004 | 838,752 | | | 2022 | 525,000 | - | 517,498 | - | 222,750 | - | 21,716 | 1,286,964 | | Joseph F. Burns, Executive Vice President and Chief Lending Officer (3) | 2024 | 395,000 | - | - | - | 100,000 | - | 22,969 | 517,969 | | | 2023 | 40,393 | - | 141,600 | - | - | - | 800 | 182,793 | | | 2022 | - | - | - | - | - | - | - | - |
Summary Compensation Table
| (1) Stock awards reported reflect the grant date fair value of restricted stock awards and performance awards under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (“ASC Topic 718”). | | (2) All other compensation consists of 401(k) matching contributions, automobile allowance, and life insurance premiums. | | (3) Mr. Burns commenced employment on November 16, 2023. |
Summary Compensation Table
| Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options(#) un-exercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | | Name | (#) | (#) | (#) | ($) | (#) | (#) | ($) | (#) | (#) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Michael P. Puorro | — | — | — | — | — | 14,257 | 328,695 | 38,901 | 896,863 | | McClelland Wilcox | 42,000 | — | — | 6.25 | 7/1/2025 | 9,978 | 230,043 | 27,101 | 624,814 | | Joseph F. Burns | | | | | | — | — | 6,400 | 147,552 |
Summary Compensation Table
We are party to employment agreements with each of Messrs. Puorro, Chairman and Chief Executive Officer, and McClelland Wilcox, President. Mr. Puorro’s agreement has a term of three years and renews for an additional twelve-month period each year. Mr. Puorro is to receive a base salary of at least $364,375, subject to annual adjustment. During the fiscal year ended December 31, 2024, he received a base salary of $682,000. He is also eligible to participate in our incentive plans and other benefit plans for executive officers. Mr. Puorro is to receive an $1,400 per month car allowance, and we will reimburse Mr. Puorro for his premiums on a life insurance policy he owns. In the event that Mr. Puorro’s employment is terminated without cause, he is entitled to receive a lump sum payment equal to the sum of two times (i) his then current base salary, (ii) the highest cash bonus paid to him over the prior three years, (iii) the highest grant date value of any equity award granted to Mr. Puorro over the prior three years, and (iv) his annual automobile allowance. In addition, we will maintain Mr. Puorro’s then current health, hospital, medical and life insurance benefits in effect for two years after his termination or pay Mr. Puorro the value of the premiums for such coverage. In the event of a merger, acquisition or change-in-control transaction, Mr. Puorro will be entitled to a lump sum payment equal to the sum of 2.99 times (i) his then current base salary, (ii) the highest cash bonus paid to him over the prior three years, (iii) the highest grant date value of any equity award granted to Mr. Puorro over the prior three years, and (iv) his annual automobile allowance. In addition, Mr. Puorro’s then current health, hospital, medical and life insurance benefits are to be maintained in effect for three years after the change in control transaction, or Mr. Puorro is to be paid the value of the premiums for such coverage. The benefits upon a change in control are subject to reduction to avoid the imposition of excise taxes under Section 4999 of the Code, provided that such reduction would result in a better after-tax result for Mr. Puorro. Had a change in control occurred as of December 31, 2024, at an assumed price equal to 120% of our then tangible book value (a price of $28.63), Mr. Puorro would have been entitled to receive a net payment, after the reduction required to ensure that the payments would not constitute an excess parachute payment, of approximately $2.2 million under his employment agreement. Mr. Wilcox’s agreement provides for a minimum base of $525,000, subject to annual adjustment. During the fiscal year ended December 31, 2024, he received a base salary of $550,000. He is also eligible to participate in our incentive plans and other benefit plans for executive officers. Mr. Wilcox’s agreement has a term of three years and renews for an additional twelve-month period each year. In the event that Mr. Wilcox’s employment is terminated without cause he is entitled to a lump sum payment equal to two times the sum of (i) his then current annual base salary, (ii) the highest cash bonus paid to him in the prior three years, and (iii) the highest full grant date value of any equity award granted over the prior three years, if any. In addition, in the event of a change in control, the employment agreement provides for payment to Mr. Wilcox of 2.99 times the sum of (i) his then current annual base salary, (ii) the highest cash bonus payment paid to Employee over the past three years, and (iii) the highest full grant date value of any equity award granted over the past three years. In addition, we will maintain Mr. Wilcox’s then current health, hospital, medical and life insurance benefits in effect for three years after his termination or pay Mr. Wilcox the value of the premiums for such coverage. The benefits upon a change in control are subject to reduction to avoid the imposition of excise taxes under Sections 280G and 4999 of the Code, provided that such reduction would result in a better after-tax result for Mr. Wilcox. Had a change in control occurred as of December 31, 2024, at an assumed price equal to 120% of our then tangible book value (a price of $28.63), Mr. Wilcox would have been entitled to receive a net payment, after the reduction required to ensure that the payments would not constitute an excess parachute payment, of approximately $1.7 million under his employment agreement. The employment agreement subjects Mr. Wilcox to a covenant not to compete during the period of his employment and for one year following a termination of his employment except in cases where employment is terminated without cause. We are also a party to a change in control agreement with Mr. Joseph F. Burns, our Executive Vice President and Chief Lending Officer. Mr. Burns’s agreement provides that in the event of a change of control (as therein defined), Mr. Burns shall be entitled to receive a lump sum payment equal to one (1) times the sum of (i) his then current annual base salary, and (ii) the highest cash bonus payment paid to him over the past three years. The agreement contains customary non-solicitation and confidentiality covenants. Mr. Burns’s benefits under the agreement are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended. The agreement is further subject to compliance with Section 409A of the Internal Revenue Code. Had a change in control occurred as of December 31, 2024, at an assumed price equal to 120% of our then tangible book value (a price of $28.63), Mr. Burns would have been entitled to receive a net payment, after the reduction required to ensure that the payments would not constitute an excess parachute payment, of approximately $495 thousand under his agreement.
Director Compensation
Director Compensation We pay our non-employee members of the Board a retainer of $36,996 annually. Our Lead Independent Director also receives an additional retainer of $3,750 per quarter, and our committee chairs receive an additional fee of between $2,500 and $14,000 per year. We also pay committee fees to those Board members who serve on Board committees. Our Directors also participate in our equity compensation plans. The table below shows the compensation paid to our non-employee directors for the fiscal year ended December 31, 2024.
Director Compensation
| Director Compensation | | | | | | | | | Name | Fees earned or paid in cash | Stock Awards | Options awards | Non-equity incentive plan compensation | Nonqualified deferred compensation earnings | All other compensation | Total | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Varkey Abraham | 38,913 | 34,994 | — | — | — | — | 73,907 | | Robert Golden | 52,788 | 34,994 | — | — | — | — | 87,782 | | Ahron H. Haspel | 49,413 | 34,994 | — | — | — | — | 84,407 | | Michael Katz | 41,538 | 34,994 | — | — | — | — | 76,532 | | Metin Negrin | 49,288 | 34,994 | — | — | — | — | 84,282 | | Philip Okun | 52,038 | 34,994 | — | — | — | — | 87,032 | | Elena Sisti | 46,663 | 34,994 | — | — | — | — | 81,657 | | John R. Sorrenti | 39,913 | 34,994 | — | — | — | — | 74,907 | | Michael Thaden (1) | — | — | — | — | — | — | — |
Director Compensation
(1) Mr. Thaden serves as director designee of Castle Creek, and does not receive any direct compensation for his services as a director.