What changed in this filing

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Item 9A. Controls and Procedures

2023-12-21 compared with 2022-12-23 · 351 added, 12 removed, 122 unchanged (75% of the section changed)

24 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information regarding Directors, Executive Officers and Corporate Governance will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 2023 and is incorporated herein by reference thereto.

Pursuant to New York law and our Certificate of Incorporation, oversight and supervision is vested in our Board of Directors.

Our Certificate of Incorporation provides that number of Directors shall not be less than one (1) and permits the exact number to be determined from time to time by the Board of Directors.

Our Bylaws provide for a Board of Directors divided into three (3) classes.

The following table sets forth the names, ages, principal occupations, and business experience during the past five years for all of our directors.

Our directors also serve as the directors of Hanover Bank.

Term of Office

Name and Position with the Company

Principal Occupation for Past Five Years

Since-Expires(1)

Puorro, Chairman and CEO

Chairman and CEO of the Company and the Bank

Varkey Abraham, Director

Owner of Shoe Wholesale/Retail Company and Real Estate Investor

Robert Golden, Director

Founder and CEO of TREO Brands and President of Golden Properties Group LLC

Haspel, Director

Attorney and Certified Public Accountant, Retired Partner of the law firm of Jones Day and KPMG, LLP

Michael Katz, Director

Physician, Former President of Ear Nose and Throat Associates of New York, P.C.

Metin Negrin, Director

Founder, Owner and President of Lexin Capital, a real estate investment, redevelopment and management company, Former Chairman of Savoy Bank

Philip Okun, Director

Former President of Polimeni International and President of Skyline Management;

Founding Partner of Realty Connect USA, LLC

Elena Sisti, Director

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

Sorrenti, Director

Architect, Founder and President of JRS Architect, P.C.

(1) Includes service on Hanover Bank’s Board of Directors prior to the formation of Hanover Bancorp, Inc.

Executive Officers

The following table sets forth the names, ages, positions and term of office of each of the executive officers of Hanover.

Term of Office

Position with Hanover

Since-Expires(1)

McClelland Wilcox

Executive Vice President, Chief Financial Officer

Kevin Corbett

Executive Vice President, Chief Credit Officer

First Senior Vice President, Chief Accounting Officer

(1) Executive officers serve at the pleasure of the Board, and do not have set terms of office.

There are no arrangements between any of our directors and any other individuals pursuant to which any director was selected as a director.

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 Haspel, who serves as a Trustee of the North European Oil Royalty Trust.

The Business Background of Our Directors and Executive Officers

The following is a brief discussion of the business and banking background and experience of our directors and executive officers 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, directors and senior officers have held their positions for the past five years.

No director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers.

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.

Puorro is a former Board member of the New York Bankers Association.

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’s family is the legacy co-founder of the Snapple Beverage Corporation which produced one of the nation’s leading flavored beverages.

By the time the Company was purchased by the Quaker Oats Company in 1994, it produced annual sales revenue of $700 million.

Golden is the Founder and CEO of TREO Brands, an innovative beverage company focused on plant-based hydration.

Golden is also 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.

Golden is a contributor to many charitable organizations and is currently on the Nassau County Police Department Foundation Advisory Board.

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.

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.

Abraham is a real estate investor, serves as Chairman of the Pravasi television channel, and is the President of the Queens Village, New York, Chamber of Commerce.

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.

Abraham brings to the Board significant management expertise and leadership skills, as well as insight into the experience of locally owned businesses.

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.

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.

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.

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.

Katz has been in practice with Ear, Nose, and Throat Associates of New York, P.C.

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.

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.

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.

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, Arizona and Mexico.

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.

Negrin’s management and business experience led the Board to conclude that Mr.

Negrin should serve as a director.

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.

Okun has worked in the commercial real estate industry for more than 30 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.

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.

Okun is a licensed real estate broker in New York and Florida.

He is author of the book “Make Money on Main Street” and a licensed sea captain.

Okun earned a Bachelor of Arts degree in education from Fairleigh Dickinson University.

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.

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.

Sisti is the Managing Partner of a New Jersey based real estate investment and management firm started by her family.

She received a B.A.

in Economics from Barnard College, Columbia University.

Sisti immigrated to the United States in 1963 from Caracas, Venezuela.

Sisti’s experience in banking and financial services, along with her knowledge of our local community will assist us as we continue to grow.

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.

Sorrenti has served on many committees both for the American Institute of Architects (AIA) and the National Council of Architectural Registration Board (NCARB) rising to the President of the New York State AIA, Vice President of the National AIA and Regional Director for the NCARB’s national board.

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 and is currently Chair of North Hempstead’s Landmarks Commission.

Sorrenti has served on the National Architectural Accrediting Board Committee for college accreditation and has performed reviews of his peers for the American Council of Engineering Companies.

Sorrenti was presented with the Lifetime Achievement Award from the AIA Long Island Chapter and in 2017 received their Community Service Honor Award.

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.

Sorrenti provides the Board with significant leadership and managerial experience, particularly from the perspective of a locally based business enterprise.

Executive Officers who are not Directors

McClelland (“Mac”) Wilcox, President.

Wilcox joined Savoy as President in 2012 and subsequently served as President and Chief Executive Officer through 2021.

He has over twenty years of experience as a banking leader and entrepreneur.

Burke, Executive Vice President and Chief Financial Officer.

Burke has over twenty years of experience in the banking industry.

Prior to joining Hanover, Mr.

Burke served as Senior Vice President and Controller of Dime Bank (formerly BNB Bank) from 2009 to 2021.

Kevin Corbett, Executive Vice President and Chief Credit Officer.

Corbett has over forty years of experience in the banking industry.

Prior to joining Hanover, Mr.

Corbett served as Senior Vice President and Chief Credit Officer of Dime Community Bank from 2017 to 2019 and Senior Vice President and Chief Credit Officer of Astoria Bank from 2012 to 2017.

Diiorio, First Senior Vice President & Chief Accounting Officer.

Diiorio has over thirty years of experience in the banking industry.

Prior to joining Hanover in 2016, Ms.

Diiorio served as Vice President and Principal Accounting Officer at Bridgehampton National Bank.

Committees of Our Board of Directors

Audit Committee.

We maintain an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.

The Audit Committee is responsible for the selection of the independent registered public accounting firm for the annual audit and to establish, and oversee the adherence to, a system of internal controls.

The Audit Committee reviews and accepts the reports of our independent auditors and regulatory examiners.

The Audit Committee arranges for an annual audit through the independent registered public accounting firm, evaluates and implements the recommendations of the auditors as well as interim audits performed by our outsourced internal auditors, receives all reports of examination by bank regulatory agencies, analyzes such regulatory reports, and reports to the Board the results of its analysis of the regulatory reports.

The Audit Committee met 7 times during the fiscal year ended September 30, 2023.

The Board of Directors has adopted a written charter for the Audit Committee which is available on our website at www.hanoverbank.com.

The Audit Committee currently consists of Directors Ahron H.

Haspel (Chair), Michael Katz, Metin Negrin, Philip Okun, and Elena Sisti, all of whom are “independent” under the NASDAQ listing standards and meet the independence standards of the Sarbanes-Oxley Act.

The Board has determined that Ahron H.

Haspel, a member of Audit Committee, qualifies as an “audit committee financial expert” under the Rules of the Securities and Exchange Commission.

Compensation Committee Interlocks and Insider Participation

There are no Compensation Committee “interlocks,” which generally means that no executive officer of the Company or the Bank served as a director or member of the compensation committee of another entity, one of whose executive officers serves as a director or member of the Compensation Committee.

Code of Ethics

The Board of Directors has adopted a Code of Ethics governing our Chief Executive Officer and senior financial officers, as required by the Sarbanes-Oxley Act and SEC regulations, as well as the Board of Directors and other senior members of management.

Our Code of Ethics governs such matters as conflicts of interest, use of corporate opportunity, confidentiality, compliance with law and the like.

Our Code of Ethics is available on our website at www.hanoverbank.com.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Officers, directors and greater than ten percent shareholders are required by regulation of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file.

The Company believes that all persons associated with the Company and subject to Section 16(a) have made all required filings on a timely basis for the fiscal year ended September 30, 2023.

Executive Compensation

The information regarding Executive Compensation will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 2023 and is incorporated herein by reference thereto.

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 September 30, 2023:

Pension Value and

Non-Qualified

Incentive Plan

Name and Principal Position

Puorro, Chairman

and Chief Executive

McClelland Wilcox, President (3)

Kevin Corbett, Executive

Vice President and

Chief Credit Officer

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”).

All other compensation consists of 401(k) matching contributions, automobile allowance, and life insurance premiums.

Wilcox commenced employment on May 26, 2021, upon the consummation of the acquisition of Savoy Bank.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Equity incentive

market or payout

shares, units or

unearned shares,

units or other

rights that have

un- exercisable

McClelland Wilcox

Kevin Corbett

We are party to employment agreements with each of Messrs.

Puorro, Chairman and Chief Executive Officer, and McClelland Wilcox, President.

Puorro’s agreement has a term of three years and renews for an additional twelve-month period each year.

Puorro is to receive a base salary of at least $364,375, subject to annual adjustment.

During the fiscal year ended September 30, 2023, he received a base salary of $625,000.

He is also eligible to participate in our incentive plans and other benefit plans for executive officers.

Puorro is to receive an $800 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.

Had a change in control occurred as of September 30, 2023, at an assumed price equal to 120% of our then tangible book value (a price of $27.28), 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 $2.8 million under his employment agreement.

Wilcox’s agreement provides for a minimum base of $525,000, subject to annual adjustment.

During the fiscal year ended September 30, 2023, he received a base salary of $525,000 He is also eligible to participate in our incentive plans and other benefit plans for executive officers.

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.

Had a change in control occurred as of September 30, 2023, at an assumed price equal to 120% of our then tangible book value (a price of $27.28), 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 $1.1 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 the termination of his employment except in cases where employment is terminated without cause.

Director Compensation

We pay our non-employee members of the Board a retainer of $25,000 annually and a fee of $1,000 per Board meeting attended.

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 $13,400 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 September 30, 2023.

Director Compensation

Non-Qualified

Incentive Plan

Varkey Abraham

Robert Golden

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 2023 and is incorporated herein by reference thereto.

The following table sets forth information as October 31, 2023 regarding the number of common shares beneficially owned by all directors, executive officers described and by all directors and executive officers as a group.

Beneficial ownership includes shares, if any, held in the name of the spouse, minor children or other relatives of the nominee living in such person’s home, as well as shares, if any, held in the name of another person under an arrangement whereby the Director or executive officer can vest title in themselves at once or within sixty (60) days.

Beneficially owned shares also include shares over which the named person has sole or shared voting or investment power, shares owned by corporations controlled by the named person, and shares owned by a partnership in which the named person is a partner.

Unless otherwise indicated, the address for each listed shareholder is:

c/o Hanover Bancorp, Inc., 80 East Jericho Turnpike Mineola, NY 11501.

Percentage of

Varkey Abraham

Robert Golden

Executive Officers

Kevin Corbett

McClelland Wilcox

All Executive Officers and Directors as a Group (14 persons)

Includes 71,840 vested options to purchase shares of Hanover’s common stock.

Also includes 39,382 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 3,217 vested options to purchase shares of Hanover’s common stock.

Also includes 6,921 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 10,000 vested options to purchase shares of Hanover’s common stock.

Also includes:

(i) 6,921 shares of restricted stock subject to future vesting but as to which voting may currently be directed, (ii) 340,230 shares held by certain trusts, of which the beneficiary or trustee is Mr.

Golden and his family members, and (iii) 52,771 shares held by a limited liability company which Mr.

Golden controls.

Includes 8,139 vested options to purchase shares of Hanover’s common stock.

Also includes (i) 6,921 shares of restricted stock subject to future vesting but as to which voting may currently be directed and (ii)39,673 shares held by a limited liability company which Mr.

Haspel controls.

Includes 7,057 vested options to purchase shares of Hanover’s common stock.

Also includes 6,921 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 96,760 shares held by various trusts.

Includes 6,587 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 8,139 vested options to purchase shares of Hanover’s common stock.

Also includes 6,921 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 6,587 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 3,500 vested options to purchase shares of Hanover’s common stock.

Also includes 6,921 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 12,136 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 9,973 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 6,000 vested options to purchase shares of Hanover’s common stock.

Also includes 4,106 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

Includes 71,900 vested options to purchase shares of Hanover’s common stock.

Also includes 26,760 shares of restricted stock subject to future vesting but as to which voting may currently be directed.

The following table sets forth information as of November 30, 2023, with respect to the beneficial ownership of Hanover Bancorp, Inc.

Common Stock by each person or group of persons, other than members of the Board of Directors or management of the Company, known to the Company to be the beneficial owner of more than five percent (5%) of Hanover Bancorp, Inc.

voting stock.

There are no shareholders other than those set forth below of whom the Company is aware that beneficially own 5% or more of the Common Stock of the Company.

Percentage of

Name of Beneficial Owner of More Than 5% of the Common Stock

Castle Creek Capital Partners VIII, LP (1)

Muthoot Holdings

AllianceBernstein L.P.

All information regarding the number of shares beneficially owned and the percent of ownership by Castle Creek Capital Partners VIII, L.P.

was obtained from the 13G filed with the U.S.

Securities and Exchange Commission on February 13, 2023.

The address of Castle Creek Capital Partners VIII, LP is 11682 El Camino Real, Suite 320, San Diego, CA 92130.

All information regarding the number of shares beneficially owned and the percent of ownership by AllianceBernstein L.P.

was obtained from the 13G filed with the U.S.

Securities and Exchange Commission on February 14, 2023.

The address of AllianceBernstein L.P.

is 1345 Avenue of the Americas, New York, NY 10105.

The following table provides information with respect to the equity securities that are authorized for issuance under the Company’s equity compensation plans as of September 30, 2023.

18 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information regarding Certain Relationships and Related Transactions, and Director Independence will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 2023 and is incorporated herein by reference thereto.

Principal Accounting Fees and Services

The information regarding the Company’s independent registered public accounting firm’s fees and services will be set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on February 21, 2023 and is incorporated herein by reference thereto.

Exhibits, Financial Statement Schedules

Under Hanover Community Bank’s Code of Ethics, the Chairman of the Audit Committee is to review and approve all related party transactions involving members of the Board, other than extensions of credit by the Bank in the ordinary course of its business.

Under banking regulation, those extensions of credit must be approved by the full Board of Directors.

By “related party transaction,” we mean a transaction between the Company or any of its subsidiaries, on the one hand, and an executive officer, director or immediate family member of an executive officer or a director, on the other hand.

We have made in the past and, assuming continued satisfaction of generally applicable credit standards, expect to continue to make loans to directors, executive officers and their associates (i.e., corporations or organizations for which they serve as officers or directors or in which they have beneficial ownership interests of ten percent or more).

These loans have all been made in the ordinary course of the Bank’s business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not affiliated with Hanover and do not involve more than the normal risk of collectability or present other unfavorable features.

A majority of the Board consists of individuals who are “independent” under the NASDAQ listing standards.

Puorro, our Chairman and CEO, is the only member of our Board who is not independent.

In reaching this conclusion, the Board took into account the fact that several members of the Board conduct banking transactions with Hanover Bank.

These transactions are in accordance with Federal law and regulation and do not involve risk or beneficial terms beyond those involved in transactions between Hanover Bank and third-party customers.

In addition, with regard to Mr.

Sorrenti, the Board took into account certain transactions between the Bank and entities with which he was affiliated, described below.

Sorrenti is the principal of JRS Architect, P.C.

JRS Architect, P.C., was retained by the Bank to provide design and architectural services in connection with renovations to the Bank’s new Hauppauge, New York, branch and related back office space.

Fees paid by the Bank to JRS Architect, P.C.

for this engagement totaled approximately $77,000.

In determining that the engagement of JRS Architect, P.C., did not impair Mr.

Sorrenti’s independence, the Board took into account the amount of the fees paid to JRS Architect, P.C., compared to its total revenues, as well as the nature of the services rendered by JRS Architect, P.C., which are not advisory and did not involve access to sensitive Company information or strategic decision making.

Shareholders wishing to communicate directly with the independent members of the Board of Directors may send correspondence to Hanover Bancorp, Inc., Attn.:

Robert Golden, Lead Independent Director, 80 East Jericho Turnpike, Mineola, New York 11501.

Principal Accountant Fees and Services

Aggregate fees billed to the Company for the fiscal years ended September 30, 2023, and 2022, by the Company’s principal accounting firm are shown in the following table:

Fiscal Year Ended September 30,

(in thousands)

Audit-related fees

Exhibits and Financial Statement Schedules

(a) Financial Statements and Schedules:

14 unchanged sentences

Puorro and Hanover Community Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2021)

Third Amended and Restated Employment Agreement effective as of the 24th day of July, 2017, by and between Brian Finneran and Hanover Community Bank (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 30, 2021)

Amended and Restated Change in Control Agreement with Kevin Corbett (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 30, 2021)

1 unchanged sentence

Savoy Bank 2013 Stock Option Plan (incorporated by reference to Exhibit 4.2 to Form S-8 filed on June 17, 2021)

Hanover Community Bank 2015 Restricted Stock Plan (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4 filed on January 20, 2021)

Hanover Community Bank 2016 Stock Option Plan (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-4 filed on January 20, 2021)

5 unchanged sentences

Bank National Association dated October 7, 2020 (incorporated by reference from Exhibit 10.9 to Registration Statement on Form S-4 filed on January 20, 2021)

Amended and Restated Employment Agreement with McClelland Wilcox (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 30, 2021)

Second Amended and Restated Employment Agreement with McClelland Wilcox (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023)

Amended and Restated Change in Control Agreement with Lance P.

1 unchanged sentence

Retirement and Transition Agreement (Certain confidential portions (as indicated therein) of this exhibit have been omitted.) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-k filed on October 17, 2022)

Exchange Agreement dated October 28, 2022 with Castle Creek Partners VIII, L.P.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 31, 2022)

Board Observer Agreement dated October 28, 2022 with Castle Creek Partners VIII, L.P.

6 unchanged sentences

Section 1350 Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recoupment Policy

XBRL Instance Document

36 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures