Magyar Bancorp, Inc. 10-K

ITEM 9A. Controls and Procedures Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. Changes in Internal Control over Financial Reporting There has been no change in Magyar Bancorp, Inc.'s internal control over financial reporting during Magyar Bancorp, Inc.'s fourth quarter of fiscal year 2022 that has materially affected, or is reasonably likely to materially affect, Magyar Bancorp, Inc.'s internal control over financial reporting. Report by Management on Internal Control over Financial Reporting The management of Magyar Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Magyar Bancorp Inc.'s internal control system was designed to provide reasonable assurance to the Magyar Bancorp, Inc.'s management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Magyar Bancorp, Inc.'s management assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of September 30, 2022, the Company's internal control over financial reporting was effective based on those criteria. The Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to exemption rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. ITEM 9B. Other Information None. PART III ITEM 10. Directors, Executive Officers, and Corporate Governance Magyar Bancorp, Inc. has adopted a Code of Ethics that applies to Magyar Bancorp, Inc.’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics, and any amendments to and waivers from the Code of Ethics, will be posted on the Company’s website 88 Table of Contents located at www.magbank.com. A copy of the Code will be furnished without charge upon written request to the Secretary, Magyar Bancorp, Inc., 400 Somerset Street, New Brunswick, New Jersey. Information concerning directors and executive officers of Magyar Bancorp, Inc. is incorporated herein by reference from our definitive Proxy Statement related to our 2023 Annual Meeting of Stockholders (the “Proxy Statement”), specifically the section captioned “Proposal I - Election of Directors.” ITEM 11. Executive Compensation Information concerning executive compensation is incorporated herein by reference from our Proxy Statement, specifically the section captioned “Proposal I - Election of Directors.” ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information concerning security ownership of certain owners and management is incorporated herein by reference from our Proxy Statement, specifically the sections captioned “Voting Securities and Principal Holders Thereof” and “Proposal I - Election of Directors.” ITEM 13. Certain Relationships and Related Transactions, and Director Independence Information concerning relationships and transactions is incorporated herein by reference from our Proxy Statement, specifically the section captioned “Transactions with Certain Related Persons.” ITEM 14. Principal Accountant Fees and Services Information concerning principal accountant fees and services is incorporated herein by reference from our Proxy Statement, specifically the section captioned “Proposal II - Ratification of Appointment of Independent Registered Public Accounting Firm.” 89 Table of Contents PART IV ITEM 15. Exhibits and Financial Statement Schedules 3.1 Certificate of Incorporation of Magyar Bancorp, Inc. (1) 3.2 Bylaws of Magyar Bancorp, Inc. (2) 4.1 Form of Common Stock Certificate of Magyar Bancorp, Inc. (2) 4.2 Description of the Capital Stock of Magyar Bancorp, Inc. (3) 10.1 Form of Employee Stock Ownership Plan (2) 10.2 Restated Director Supplemental Retirement Income and Deferred Compensation Agreement for Joseph A. Yelencsics (4) 10.3 Restated Director Supplemental Retirement Income and Deferred Compensation Agreement for Edward C. Stokes, III (4) 10.4 Restated Director Supplemental Retirement Income and Deferred Compensation Agreement for Martin A. Lukacs (4) 10.5 Restated Director Supplemental Retirement Income and Deferred Compensation Agreement for Thomas Lankey (4) 10.6 Restated Director Supplemental Retirement Income and Deferred Compensation Agreement for Andrew G. Hodulik (4) 10.7 Form of Change in Control Agreement for Executive Officers (2) 10.8 Executive Supplemental Retirement Income Agreement for John Fitzgerald (4) 10.9 Executive Supplemental Retirement Income Agreement for Jon Ansari (4) 10.10 Employment Agreement for John Fitzgerald (5) 10.11 Employment Agreement for Jon Ansari 10.12 Change in Control Agreement for Peter Brown (5) 10.13 Supplemental Executive Retirement Plan for John Fitzgerald (6) 10.14 Supplemental Executive Retirement Plan for Jon Ansari (6) 10.15 Magyar Bancorp, Inc. 2022 Equity Incentive Plan (7) 21 Subsidiaries of Registrant (2) 23 Consent of Experts and Counsel 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following materials from the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. 104 Inline XBRL Cover Page Interactive Data File ____________________________ (1) Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on July 12, 2021 and the Registration Statement on Form SB-2 of Magyar Bancorp, Inc. (file no. 333-128392), originally filed with the Securities and Exchange Commission on September 16, 2005, as amended. (2) Incorporated by reference to the Registration Statement on Form SB-2 of Magyar Bancorp, Inc. (file no. 333-128392), originally filed with the Securities and Exchange Commission on September 16, 2005, as amended. (3) Incorporated by reference to the Annual Report on Form 10-K of Magyar Bancorp, Inc. (file no. 000-51726), filed with the Securities and Exchange Commission on December 20, 2021. (4) Incorporated by reference to the Annual Report on Form 10-KSB of Magyar Bancorp, Inc. (file no. 000-51726), originally filed with the Securities and Exchange Commission on December 29, 2006. (5) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-254282), filed with the Securities and Exchange Commission on March 15, 2021. (6) Incorporated by reference to the Current Report on Form 8-K of Magyar Bancorp, Inc. (file no 000-51726), originally filed with the Securities and Exchange Commission on May 29, 2019. (7) Incorporated by reference to Appendix A to the Company’s definitive Proxy Statement (file no. 000-51726) filed with the SEC on July 18, 2022. 90 Table of Contents ITEM 16. Form 10-K Summary None 91 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAGYAR BANCORP, INC. December 22, 2022 By: /s/ John S. Fitzgerald Date John S. Fitzgerald President and Chief Executive Officer (Duly Authorized Representative) 92 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ John S. Fitzgerald President and Chief Executive Officer December 22, 2022 John S. Fitzgerald (Principal Executive Officer) /s/ Jon R. Ansari Executive Vice President and Chief Financial Officer December 22, 2022 Jon R. Ansari (Principal Financial and Accounting Officer) /s/ Thomas Lankey Chairman of the Board December 22, 2022 Thomas Lankey /s/ Andrew Hodulik Vice Chairman of the Board December 22, 2022 Andrew Hodulik /s/ Joseph A. Yelencsics Director December 22, 2022 Joseph A. Yelencsics /s/ Edward C. Stokes Director December 22, 2022 Edward C. Stokes, III /s/ Susan Eisenhauer Director December 22, 2022 Susan Eisenhauer /s/ Michael Lombardi Director December 22, 2022 Michael Lombardi /s/ Maureen Ruane Director December 22, 2022 Maureen Ruane 93