Hanover Bancorp (HNVR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, to be held virtually, with shareholders of record as of April 8, 2026, eligible to vote.

• Key proposals include election of three directors, approval of the 2026 Equity Incentive Plan, and ratification of Crowe LLP as auditor.

• 2025 saw net income of $7.5M, down from $12.3M in 2024, due to credit loss provisions and system conversion costs; operational performance remained strong with deposit growth and a new branch opening.

• The company completed a core systems conversion, expanded its branch network, and refreshed its brand.

Voting matters and shareholder proposals

• Shareholders will vote on three director nominees for three-year terms, the 2026 Equity Incentive Plan, and auditor ratification.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the next annual meeting must be received by December 24, 2026.

Board of directors and corporate governance

• Board consists of ten members, with three up for election; majority are independent under NASDAQ standards.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent directors.

• Lead Independent Director role established to enhance governance.

• Board and committee attendance exceeded 75% for all directors in 2025.