Companies Hanover Bancorp, Inc.
Hanover Bancorp (HNVR): executive pay, fiscal 2025
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CEO pay, last three years
- $1,140,445FY2023
- $1,131,468FY2024
- $1,499,882FY2025
CEO total pay was $1,499,882 in fiscal 2025, up from $1,131,468 in fiscal 2024.
FY2025: salary $716,000 · bonus $0 · stock awards $491,047 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Puorro | $716,000 | $0 | $491,047 | $0 | $235,147 | $0 | $57,688 | $1,499,882 |
| Chairman, President and Chief Executive Officer | ||||||||
| McClelland Wilcox | 575,000 | 0 | 274,993 | 0 | 0 | 0 | 37,177 | 887,170 |
| Former President | ||||||||
| Joseph Burns | 406,850 | 0 | 59,254 | 0 | 85,029 | 0 | 24,800 | 575,933 |
| Executive Vice President and Chief Lending Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Puorro | $1,499,882 | $1,131,468 | $1,140,445 | ↑ +368,414 |
| McClelland Wilcox | 887,170 | 821,724 | 838,752 | ↑ +65,446 |
| Joseph Burns | 575,933 | 517,969 | 182,793 | ↑ +57,964 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Our long-range mission is to produce value for our shareholders by providing outstanding service and responsiveness to the markets and customers we serve. These goals are reflected in our 2025 NEO Compensation and Benefits Program by: Creating balanced incentives that do not encourage NEOs to expose Hanover to inappropriate risks by providing excessive compensation that could lead to material loss; and Providing an overall market competitive compensation package to our NEOs to continue to attract, retain and reward our highly qualified and productive executive team.
| CEO STI target (% of salary) | 55% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian Compensation Partners, LLC |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Joseph Burns | OTHER | — | — | — | — | — | $59,254 |
| Michael Puorro | OTHER | — | — | — | — | — | 491,047 |
| McClelland Wilcox | OTHER | — | — | — | — | — | 274,993 |
Vehicle mix — grant-date fair value by award type
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Joseph Burns | RSU | 2,553 | — | $52,067 |
| McClelland Wilcox | RSU | 5,228 | — | 120,819 |
| Joseph Burns | PSU | 7,053 | — | 162,995 |
| Michael Puorro | RSU | 9,336 | — | 215,755 |
| McClelland Wilcox | PSU | 23,376 | — | 540,219 |
| Michael Puorro | PSU | 35,446 | — | 819,157 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Robert GoldenIndependent · Lead Independent Director · Compensation · Nominating/Governance | $72,204 | $35,000 | $0 | $0 | $0 | $107,204 |
| Philip OkunIndependent · Audit · Compensation · Nominating/Governance | 70,954 | 35,000 | 0 | 0 | 0 | 105,954 |
| Ahron H. HaspelIndependent · Audit (Chair) · Compensation · Nominating/Governance (Chair) | 67,579 | 35,000 | 0 | 0 | — | 105,579 |
| Metin NegrinIndependent · Audit · Compensation (Chair) | 65,704 | 35,000 | 0 | 0 | 0 | 100,704 |
| Elena SistiIndependent · Audit | 61,329 | 35,000 | 0 | 0 | 0 | 96,329 |
| Michael KatzIndependent · Audit · Compensation · Nominating/Governance | 53,454 | 35,000 | 0 | 0 | 0 | 88,454 |
| John R. SorrentiIndependent | 50,079 | 35,000 | 0 | 0 | 0 | 85,079 |
| Varkey AbrahamIndependent · Nominating/Governance | 49,079 | 35,000 | 0 | 0 | 0 | 84,079 |
| Michael ThadenIndependent · Compensation | 0 | 0 | 0 | 0 | 0 | 0 |
| Michael P. PuorroEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $36,996 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $490,382 |
| Equity awards (grant-date value) | $280,000 |
| All other compensation | $0 |
| Total cost of the board | $770,382 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Hanover Bancorp as a peer
Companies that benchmark against HNVR
3 companies name HNVR as a compensation peer
- Bankwell Financial Group, Inc.BWFGFY2025
- BCB BANCORP INCBCBPFY2025
- QNB CORP.QNBCFY2025
Each company listed discloses HNVR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named HNVR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Hanover Bancorp, Inc. | 2025 | Michael Puorro | $716,000 | $491,047 | $0 | $235,147 | $1,499,882 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | — | — | — | — | — |
| 2025 | 2025-04-30 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-28 | —a |
| 2025 | 2025-04-30 | —b |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Lisa A. Diiorio | FSVP & Chief Accounting Off. | 2026-05-01 | D | 6,000 | $0 | $0 | Derivative, Class A Common | Form 4 ↗ |
| Lisa A. Diiorio | FSVP & Chief Accounting Off. | 2026-05-01 | D | 3,879 | 24 | 92,010 | Common | Form 4 ↗ |
| Lisa A. Diiorio | FSVP & Chief Accounting Off. | 2026-05-01 | A | 6,000 | 13 | 78,000 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-05-06 | D | 10,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Robert Golden | Director | 2026-05-06 | A | 10,000 | 13 | 130,000 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-05-19 | D | 2,259 | 23 | 51,483 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-05-20 | D | 1,012 | 23 | 23,291 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-05-27 | D | 1,295 | 24 | 30,471 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-05-29 | D | 1,514 | 24 | 35,893 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-06-02 | D | 1,847 | 23 | 42,668 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-06-10 | D | 8,419 | 24 | 203,759 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-06-12 | D | 3,763 | 24 | 90,379 | Common | Form 4 ↗ |
| Robert Golden | Director | 2026-06-15 | D | 661 | 24 | 16,005 | Common | Form 4 ↗ |
| Kevin M. O'Connor | President | 2026-07-30 | A | 10,000 | 27 | 268,800 | Common | Form 4 ↗ |
| Kevin M. O'Connor | President | 2026-09-01 | A | 10,000 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (37 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Michael Puorro. DEF 14A, filed 2026-04-23. Section “Summary Compensation Table” · page 21. As printed: 1,499,882. View filing ↗
- Section 01, McClelland Wilcox. DEF 14A, filed 2026-04-23. Section “Summary Compensation Table”. As printed: 887,170. View filing ↗
- Section 01, Joseph Burns. DEF 14A, filed 2026-04-23. Section “Summary Compensation Table”. As printed: 575,933. View filing ↗
- Section 03, Joseph Burns OTHER. DEF 14A, filed 2026-04-23. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Puorro OTHER. DEF 14A, filed 2026-04-23. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
- Section 03, McClelland Wilcox OTHER. DEF 14A, filed 2026-04-23. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. 10-K, filed 2026-03-13. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, Robert Golden. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 107,204. View filing ↗
- Section 08, Philip Okun. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 105,954. View filing ↗
- Section 08, Ahron H. Haspel. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 105,579. View filing ↗
- Section 08, Metin Negrin. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 100,704. View filing ↗
- Section 08, Elena Sisti. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 96,329. View filing ↗
- Section 08, Michael Katz. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 88,454. View filing ↗
- Section 08, John R. Sorrenti. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 85,079. View filing ↗
- Section 08, Varkey Abraham. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 84,079. View filing ↗
- Section 08, Michael Thaden. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Michael P. Puorro. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Lisa A. Diiorio 2026-05-01. Form 4, filed 2026-05-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Lisa A. Diiorio 2026-05-01. Form 4, filed 2026-05-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Lisa A. Diiorio 2026-05-01. Form 4, filed 2026-05-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-05-06. Form 4, filed 2026-05-08. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-05-06. Form 4, filed 2026-05-08. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-05-19. Form 4, filed 2026-05-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-05-20. Form 4, filed 2026-05-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-05-27. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-05-29. Form 4, filed 2026-06-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-06-02. Form 4, filed 2026-06-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-06-10. Form 4, filed 2026-06-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-06-12. Form 4, filed 2026-06-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Robert Golden 2026-06-15. Form 4, filed 2026-06-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kevin M. O'Connor 2026-07-30. Form 4, filed 2026-08-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kevin M. O'Connor 2026-09-01. Form 4, filed 2026-09-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-04-23. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-03-26. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 490,382 + equity 280,000 + all other 0 = 770,382, summed across the director compensation table rows.
- Hanover Bancorp, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in Hanover Bancorp, Inc.'s own proxy. As printed: 1,499,882. View filing ↗