DEF 14A of Magyar Bancorp, Inc.
Filed Jan 12, 2024 · FY20230001174947-24-000027
Delinquent Section 16(a) Reports
Delinquent Section 16(a) Reports The officers and directors of the Company and beneficial owners of greater than 10% of the Common Stock are required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes in beneficial ownership of the Common Stock. SEC rules require disclosure in the Company’s Proxy Statement of the failure of an officer, director or 10% beneficial owner of the Common Stock to file a Form 3, 4, or 5 on a timely basis. Based on the Company’s review of ownership reports, Director Lombardi filed one Form 4 one day late to report six purchase transactions, and no other officer or director failed to file ownership reports on a timely basis for the year ended September 30, 2023. PROPOSAL I - ELECTION OF DIRECTORS The Board of Directors currently consists of nine members and is divided into three classes, with one class of directors elected each year. Two directors will be elected at the Annual Meeting to serve for a three-year term and until their successors are elected and shall qualify. Effective upon the completion of the Annual Meeting, Michael F. Lombardi and Edward C. Stokes, III will be retiring from the Board of Directors, such that the board will consist of seven members. The Board has nominated Jon R. Ansari and Andrew G; Hodulik for election as directors at the Annual Meeting, each of whom has agreed to serve if so elected. Please refer to the sections entitled “Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding the nominees. It is intended that the proxies solicited on behalf of the Board (other than proxies in which the vote is withheld as to a nominee) will be voted at the Annual Meeting “FOR” the election of the nominees. If a nominee is unable to serve, the shares represented by such proxies will be voted for the election of such substitute as the Board may recommend. At this time, the Board knows of no reason why any nominee would be unable to serve, if elected. There are no arrangements or understandings between any of the nominees and any other person pursuant to which such nominees were selected. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED IN THIS PROXY STATEMENT. Directors and Executive Officers Following is the business experience for at least the past five years of each of the Company’s directors and executive officers. Director Nominees – to serve for a three-year period Jon R. Ansari, MBA. Mr. Ansari is the Executive Vice President and Chief Financial Officer of Magyar Bank and of the Company. He has been a director of the Bank and of the Company since 2017. Mr. Ansari joined Magyar Bank in 1999. Prior to being appointed to his current position in 2005, Mr. Ansari held various financial positions of increasing responsibility at Magyar Bank, including Vice President of Finance, Controller, Assistant Controller and Accountant. Mr. Ansari’s background and extensive experience in operations, finance and accounting and knowledge of local markets provides a valuable resource to the Board of Directors. Andrew G. Hodulik, CPA. Mr. Hodulik is a certified public accountant with the accounting firm of PKF O’Connor Davies. He has been a director of the Bank since 1995 and of the Company since its inception in 2005. As a certified public accountant and partner in an accounting firm, Mr. Hodulik brings to the Board of Directors valuable experience in dealing with accounting principles, internal controls and financial reporting rules and regulations. Continuing Directors Term to Expire Following Fiscal Year Ending September 30, 2024 John S. Fitzgerald. Mr. Fitzgerald is President and Chief Executive Officer of the Company and the Bank, positions he has held since 2010. Prior to these appointments, Mr. Fitzgerald served as the Executive Vice President and Chief Operating Officer of Magyar Bank and of the Company since 2007. Mr. Fitzgerald joined Magyar Bank in 2001. Mr. Fitzgerald has 37 years of experience in the banking industry. As Chief Executive Officer, Mr. Fitzgerald’s experience in leading the Company and the Bank and his responsibilities for the strategic direction and management of the Company’s day-to-day operations brings broad industry and specific institutional knowledge and experience to the Board of Directors. Thomas Lankey. Mr. Lankey is Vice President with Hackensack Meridian Health. He has been a director of the Bank since 1994 and of the Company since its inception in 2005. Mr. Lankey’s experience in various senior management roles and expertise in finance, compensation and healthcare management brings to the Board valuable experience and perspective and other qualities that are beneficial to the Company. Mr. Lankey’s first cousin is Joseph Yelencsics, who is also a director. Joseph A. Yelencsics. Mr. Yelencsics is a private investor. He was a part owner of Bristol Motors, Inc., an automobile dealership. He has been a director of the Bank since 2000 and of the Company since its inception in 2005. Mr. Yelencsics’ experience as owner and operator of his own company brings valuable leadership and business skills that meet the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills and other qualities that are beneficial to the Company. Mr. Yelencsics is the first cousin of Thomas Lankey, who is also a director. Terms to Expire Following Fiscal Year Ending September 30, 2025 Susan Eisenhauer. Ms. Eisenhauer is retired and was named a director of the Bank and the Company in September 2022. Prior to her retirement in 2017, from 2000 to 2017 Ms. Eisenhauer served as a Managing Director with Deloitte Tax, LLP, specializing in international tax and transfer pricing for multi-national enterprises. She worked in the field of corporate international tax for 37 years. Ms. Eisenhauer’s financial expertise and business background will bring valuable experience to the Company and the Bank in dealing with financial reporting and regulations. Maureen Ruane. Ms. Ruane currently works for NJ Community Solutions, LLC, located in Clifton, New Jersey. Previously, she worked for the Township of Edison where she spent 11 years as the Township’s Business Administrator. She was named a director of the Bank and the Company in September 2022. Ms. Ruane’s knowledge of the Bank’s local market, financial acumen and strong connections within central New Jersey strengthen the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills and other qualities that are beneficial to the Company and the Bank. Executive Officers of the Company and the Bank Who Are Not Directors Peter M. Brown. Mr. Brown is the Senior Vice President and Chief Lending Officer of Magyar Bank and the Company, positions he has held since July 2019. Prior to these appointments, Mr. Brown served as Magyar Bank’s Vice President, Commercial Lending Officer since joining Magyar Bank in 2013. Prior to joining Magyar Bank, Mr. Brown served as President/CEO of Manasquan Savings Bank and has over 30 years of banking experience. Corporate Governance Magyar Bancorp is committed to maintaining sound corporate governance principles and the highest standards of ethical conduct and is in compliance with applicable corporate governance laws and regulations. Board Independence
Determination of Executive Compensation
| • | To provide compensation rewards that are adequately balanced between short-term and long-term performance goals; |
Determination of Executive Compensation
| • | To maintain compensation levels that are competitive with other similar financial institutions, and particularly those in the Company’s peer group based on asset size and market area. |
Determination of Executive Compensation
| SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and principal position | Year | Salary ($) | Bonus ($) (1) | Stock awards ($) (2) | Option awards ($) (2) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($)(3) | Total ($) | | John S. Fitzgerald | 2023 | 522,789 | 360,000 | --- | --- | --- | --- | 284,901 | 1,167,690 | | President and Chief Executive Officer | 2022 | 498,077 | 300,000 | 407,924 | 273,000 | --- | --- | 307,540 | 1,786,541 | | Jon R. Ansari | 2023 | 384,808 | 240,000 | --- | --- | --- | --- | 121,559 | 746,367 | | Executive Vice President and Chief Financial Officer | 2022 | 367,096 | 200,000 | 317,500 | 182,000 | --- | --- | 124,282 | 1,190,878 | | Peter Brown | 2023 | 224,232 | 75,000 | --- | --- | --- | --- | 26,279 | 325,511 | | Senior Vice President and Chief Lending Officer | 2022 | 207,118 | 60,000 | 177,800 | 136,500 | --- | --- | 28,673 | 610,091 |
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (“PEO”) and to our Non-PEO NEOs and certain financial performance of the Company. Compensation actually paid, as determined under Securities and Exchange Commission requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Income | | 2023 | $1,167,690 | $1,047,505 | $535,939 | $464,144 | $84 | $7,709,000 | | 2022 | 1,786,541 | 1,777,868 | 900,485 | 895,220 | 110 | 7,919,000 |
Pay Versus Performance Table
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Pay Versus Performance Table
(1) The PEO for each of 2023 and 2022 is Mr. Fitzgerald. (2) The non-PEO named executive officers for 2023 and 2022 are Mr. Ansari and Mr. Brown. (3) The dollar amounts reported represent the "compensation actually paid," or CAP, to the PEO and the Non-PEO, NEOs, respectively as computed in accordance with Item 402(v) of Securities and Exchange Commission Regulation S-K The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs. Compensation actually paid for each of the years presented in the table, as calculated in accordance with SEC regulations and presented in the Summary Compensation Table (“SCT”), was as follows:
Pay Versus Performance Table
| | 2023 | | 2022 | | | | PEO | Average Non- PEO NEO | PEO | Average Non- PEO NEO | | Total compensation as reported in SCT | $1,167,690 | $535,939 | $1,786,541 | $900,485 | | Fair value of equity awards granted during fiscal year | --- | --- | (680,924) | (406,900) | | Fair value of equity compensation granted in current year at year end | --- | --- | 672,252 | 401,635 | | Dividends paid on unvested shares/share units | --- | --- | — | — | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (95,377) | (56,968) | --- | --- | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (24,808) | (14,827) | --- | --- | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | --- | — | --- | | Compensation Actually Paid | $1,047,505 | $464,144 | $1,777,868 | $895,220 |
Pay Versus Performance Table
For 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the other Non-PEO NEOs decreased by 41% and 48%, respectively, compared to a 23% decrease in our TSR and a 3% decrease in net income over the same time horizon.
Directors’ Compensation
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards ($) | Nonqualified deferred compensation earnings ($)(1) | All other compensation ($) | Total ($) | | Susan Eisenhauer | 63,070 | --- | --- | --- | --- | 63,070 | | Andrew G. Hodulik(2) | 88,470 | --- | --- | 23,674 | --- | 112,144 | | Thomas Lankey(2) | 118,180 | --- | --- | 3,811 | --- | 121,991 | | Michael F. Lombardi | 56,870 | --- | --- | --- | --- | 56,870 | | Maureen Ruane | 60,770 | --- | --- | --- | --- | 60,770 | | Edward C. Stokes, III(2) | 56,820 | --- | --- | --- | --- | 56,820 | | Joseph A. Yelencsics(2) | 76,630 | --- | --- | --- | --- | 76,630 |