10-K/A: Hanover Bancorp Files Amendment to 10-K, Includes Key Executive Agreements
10-K/A Amendment
Hanover Bancorp files an amendment to its 2024 annual report to include previously omitted executive agreements.
Summary
- Hanover Bancorp, Inc. filed an amendment (Form 10-K/A) to its Annual Report on Form 10-K for the year ended December 31, 2024.
- The amendment was filed on March 25, 2025, to include Exhibits 10.13 and 10.14, which were inadvertently omitted from the original filing on March 14, 2025.
- The filing includes new certifications by the company's principal executive officer and principal financial officer.
- The amendment includes a Change in Control Agreement with Joseph Burns, effective as of December 20, 2023.
- The amendment also includes the Form of Change in Control Agreement with Lisa DiIorio.
- The amendment does not revise the company's financial statements or any other disclosure contained in the original Form 10-K.
Sentiment
Score: 7
Explanation: The document is a routine regulatory filing, and the inclusion of executive agreements is a neutral event. The sentiment is slightly positive as it ensures compliance and provides clarity for key executives.
Positives
- The filing of the amendment ensures compliance with SEC regulations by including all required exhibits.
- The Change in Control Agreements provide clarity and security for key executives in the event of a change in control.
Industry Context
Change in Control Agreements are common in the banking industry to protect executives during mergers and acquisitions.
Comparison to Industry Standards
- Change in control agreements are a standard practice in the banking industry, often providing executives with severance packages and continued benefits in the event of a merger or acquisition.
- The terms of Joseph Burns' agreement, providing a lump sum payment equal to one times his base salary plus the highest cash bonus payment paid to him over the past three years, are generally in line with industry standards for similar executive positions at community banks.
- Companies like New York Community Bancorp (NYCB) and Valley National Bancorp (VLY) also have change in control agreements with their executives, with similar provisions for severance and benefits continuation.
Stakeholder Impact
- Shareholders may view the filing positively as it ensures compliance with SEC regulations.
- Employees, particularly key executives, benefit from the clarity and security provided by the Change in Control Agreements.
Key Dates
| Date | Description |
|---|---|
| January 20, 2021 | Incorporation by reference to Exhibit 3.1(i) to Registration Statement on Form S-4 filed on January 20, 2021 |
| June 17, 2021 | Incorporation by reference to Exhibit 4.2 to Form S-8 filed on June 17, 2021 |
| July 30, 2021 | Incorporation by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on July 30, 2021 |
| October 7, 2020 | Indenture between Hanover Bancorp, Inc. and U.S. Bank, National Association dated October 7, 2020 |
| October 25, 2022 | Certificate of Amendment to Certificate of Incorporation designation the of Series A Convertible Perpetual Preferred Stock filed with the New York Secretary of State on October 25, 2022 |
| December 20, 2023 | Effective date of the Change in Control Agreement with Joseph Burns |
| December 22, 2023 | Incorporation by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K filed on December 22, 2023 |
| April 25, 2024 | Exchange Agreement with Castle Creek Capital Partners VIII, L.P. dated April 25, 2024 |
| April 26, 2024 | Incorporation by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on April 26, 2024 |
| April 27, 2023 | Incorporation by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on April 27, 2023 |
| June 30, 2024 | The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the common stock of $16.50 as of June 30, 2024 was $91.3 million. |
| July 18, 2024 | Employment Agreement with Lance P. Burke dated as of July 18, 2024 |
| July 22, 2024 | Incorporation by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on July 22, 2024 |
| December 31, 2024 | Fiscal year ended December 31, 2024 |
| March 7, 2025 | As of March 7, 2025, the registrant had 7,200,883 shares of common stock outstanding. |
| March 14, 2025 | Original filing date of the Form 10-K |
| March 25, 2025 | Date of filing Amendment No. 1 on Form 10-K/A |
Keywords
Hanover Bancorp, Form 10-K/A, Amendment, Change in Control Agreement, Joseph Burns, Lisa DiIorio, Executive Compensation, SEC Filing, Financial Reporting
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.