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Shareholder Advisory Vote on Executive Compensation

We conduct an annual shareholder advisory vote on the compensation of the named executive officers, and our Board of Directors and the Compensation Committee carefully consider the outcome of these advisory votes when making compensation decisions. In February 2017, in excess of 98.7% of the votes cast were voted in favor of the non-binding advisory proposal to approve the compensation of our named executive officers. The Compensation Committee viewed this approval as an affirmation of our current pay practices and as a result, we made no significant changes to our pay practices. It continues to be the Committee’s goal to maintain alignment of our pay practices with the best interests of the Company and its shareholders. We will, therefore, continue to evaluate the appropriateness of the Company’s compensation program and consider shareholder feedback throughout the evaluation process.

Compensation-Related Risk Assessment

We conduct an annual evaluation of our compensation programs, policies and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have an adverse impact on the Company.

Risk Assessment Procedures

We have reviewed our compensation policies and programs for all of our employees and have determined that the compensation policies and incentive compensation programs in place are not reasonably likely to have a material adverse effect on the Company and do not encourage our employees to take excessive risks. We are confident that the internal controls and procedures we have in place throughout our organization sufficiently manage any inherent risk in our programs. Among other things, our executive compensation programs reflect the following policies and practices:

The Compensation Committee has reviewed the Compensation Discussion and Analysis included in this Proxy Statement and discussed it with our management. Based on this review and discussion, the Compensation Committee recommended that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee Members:

Howard Kent, Chairman

Cynthia Felzer Leitzell

George Steinmetz

Norman Feinstein

Summary Compensation Table

The following table sets forth a summary of certain information concerning the compensation paid by the Bank for services rendered in all capacities during the fiscal years ended September 30, 2017, 2016 and 2015 to the persons who served as our principal executive officer and principal financial officer and our two other executive officers employed by us as of September 30, 2017. Malvern Bancorp, the holding company of the Bank, has not paid separate cash compensation to our executive officers. We refer to these four executives as our Named Executive Officers.

The amount shown in the “Bonus” column for Mr. Weagley for fiscal 2017 was paid to him as a result of the achievement of specific performance goals under an annual bonus plan outlined in his May 25, 2017 Employment Agreement (the “Employment Agreement”).

The amount shown in the “Bonus” column for Mr. Weagley for fiscal 2016 includes $50,000 which was paid to him as a result of the termination of the Formal Agreement with the Office of the Comptroller of the Currency, as had been previously provided in Mr. Weagley’s original Employment Agreement dated May 15, 2015. The other $150,000 was paid to him as a result of achievement of specific performance goals under an annual bonus plan outlined in his June 23, 2016 Employment Agreement.

The amounts shown in the “Non-Equity Incentive Plan Compensation” column for Mr. Boylan represent amounts paid to him under the Lender Plan that have been accrued for him, 25% of which will be held back until completion of the loan review process in accordance with the plan. The amounts in such column for Mr. Gangemi and Mr. Woolworth represent amounts paid under the EAICP. In connection with fiscal 2017 performance, under the EAICP, Mr. Gangemi is also entitled to $9,825 worth of restricted stock at the market price on the date of the grant, and Mr. Woolworth is also entitled to $6,838 worth of restricted stock at the market price on the date of the grant. Such grants will be made in fiscal year 2018 and Mr. Boylan received $22,482 worth of restricted stock at the market price on January 31, 2017.

In the table above, when we refer to amounts under “Stock Awards”, we are referring to the aggregate grant date fair value in accordance with FASB ASC Topic 718. The shares were granted in fiscal 2017 under the Company’s 2014 Long-Term Incentive Compensation Plan. TheThese shares granted to Messrs. Gangemi Woolworth and Boylan and the portion of shares noted above granted to Mr. Weagley are in the form of restricted sharesstock that vest in 20% increments, beginning on the one year anniversary of the grant date. The shares granted to Mr. Weagley are non-restricted shares that were granted to him in accordance with his Employment Agreement. See “Grantdate and vesting 20% on each of Plan Based Awards.” In connection with fiscal 2016 performance, under the EAICP, Messrs, Gangemi, Woolworth and Boylan received $18,967 worthfour anniversaries of restricted stock, $19,236 worth of restricted stock and $22,482 worth of restricted stock, respectively, in each case at the market price on January 31, 2017. Pursuant to MR. Weagley’s Employment Agreement, he received $65,000 worth of restricted stock at the market price on January 31, 2017.grant date thereafter, unless otherwise noted.

“All Other Compensation” for the fiscal 2017year ended September 30, 2022 consists of the following:

For Mr. Weagley, $3,828$13,676 for premiums for life insurance for Mr. Weagley’s benefit, $14,964$23,958 for the use of an automobile and cell phone, a contribution of $6,150$4,055 to the Company’s 401(k) plan on Mr. Weagley’s behalf to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Weagley to that plan and $28,990,$11,323, representing the fair market value, on December 31, 2016,2021, of 1,102722.5823 shares allocated to Mr. Weagley’s ESOP account on such date;

For Mr. Gangemi, $2,406$1,263 for premiums for life insurance for Mr. Gangemi’s benefit, $8,400$7,200 for the use of an automobile and cell phone, a contribution of $6,103$8,185 to the Company’s 401(k) plan on Mr. Gangemi’s behalf to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Gangemi to that plan and $22,791,$11,185, representing the fair market value, on December 31, 2016,2021, of 919713.7917 shares allocated to Mr. Gangemi’s ESOP account on such date; and

For Mr. Boylan, $2,144$1,263 for premiums for life insurance for Mr. Boylan’s benefit, $11,550$9,710 for the use of an automobile and cell phone and a contribution of $9,196$4,929 to the Company’s 401(k) plan on Mr. Boylan’s behalf to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Boylan to that plan; and $23,319,$11,185, representing the fair market value, on December 31, 2016,2021, of 1,102shares713.7917 shares allocated to Mr. Boylan’s ESOP account on such date; and

For Mr. Woolworth, $2,122 for premiums for insurance for Mr. Woolworth’s benefit, $7,200 for the use of an automobile and cell phone and a contribution of $5,910 to the Company’s 401(k) plan on Mr. Woolworth’s behalf to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Woolworth to that plan and $16,532, representing the fair market value, on December 31, 2016, of 781 shares allocated to Mr. Woolworth’s ESOP account on such date.

Grant of Plan Based Awards

During the fiscal 2017, the only equity incentive plan awards made to our Named Executive Officers were shares of stock, granted on January 31, 2017 under the Company’s 2014 Long-Term Incentive Compensation Plan. These shares granted to Messrs. Gangemi, Boylan and Woolworth are restricted shares, and vest in 20% increments beginning on the one year anniversary of the grant date. The shares granted to MR. Weagley are non-restricted shares that were granted to him in accordance with his Employment Agreement. The Named Executive Officers did not receive option awards in fiscal 2017 

In addition, certain of our Named Executive Officers earned non-equity incentive plan awards for fiscal 2017 in the form of cash under the EAICP. These cash amounts are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. The information in the table below under columns (c), (d) and (e) pertain to these cash incentive awards. For a description of the EAICP, see the “Compensation Discussion and Analysis.” 

The information in the table below in the columns under “Estimated Possible Payouts Under Equity Incentive Plan Awards are denominated in dollars, although the applicable payouts are payable in grants of stock under the Company’s 2014 Long-Term Incentive Compensation Plan. 

Outstanding Equity Awards at Fiscal Year End

The following table sets forth, for each of the Named Executive Officers, information regarding restricted stock awards outstanding atended September 30, 2017. As of September 30, 2017,2022 and 2021, no Named Executive Officer held any stock options. 

In the table above, we are disclosing:

In calculating the market values of restricted stock in the table above, we have multiplied the closing market price of a share of our common stock on September 29, 2017, the last trading day in fiscal 2017, which was $26.75, by the applicable number of shares of our common stock underlying each Named Executive Officer’s restricted stock awards.

At September 30, 2017:

Stock Awards Vested

The following table sets forth, for eachoptions, nor did any of the Named Executive Officers information regarding stock awards that vested during fiscal 2017. The phrase “value realized on vesting” represents the number of shares of common stock set forth in column (d) multiplied by the market prize of our common stock on the date on which the Named Executive Officer’s stock award vested.

(1) Mr. Weagley was granted 3,163 shares of non-restricted stock on January 31, 2017.

Equity Compensation Plan Information

The following table provides information about the Company’s common stock that may be issued upon the exercise of stock options under our 2014 Long-Term Incentive Compensation Plan (the “2014 Plan”). The 2014 Plan permits the grant of equity awards and other awards, including stock options and restricted stock.receive any nonqualified deferred compensation earnings. 

Agreements with Named Executive Officers

Mr.Weagley

On June 23, 2016, Malvern Bancorp and the Bank entered into an employment agreement with Anthony C. Weagley, President & Chief Executive Officer and President of the Company and the Bank, which was amended and restated on May 25, 2017, and further amended on December 11, 2018 (as amended, and restated, the “Employment Agreement”).

The Employment Agreement provides that Mr. Weagley will continue to serve as President and Chief Executive Officer of the Company and the Bank for successive one year periods, unless either party has provided written notice at least 60 days prior to the end of the then current annual period that such party does not agree to renew the Employment Agreement. The Employment Agreement also provides that Mr. Weagley will serve as a director of the Company and the Bank.

Pursuant to the Employment Agreement, Mr. Weagley will receive an annual base salary at the rate of $400,000$492,837 per year, plus additional annual base compensation of $100,000,$108,650, of which $35,000 will35% shall be paid during the year in cash (as part ofaccordance with the Bank’s regular payroll process)processes and the remaining $65,000 will65% shall be paid in shares of the Company’s common stock.stock on April 1 of each year or the next business day thereafter (the "Stock Payment Date"). Such amounts, (totaling $500,000), which are collectively referred to as “Annual Base SalarySalary” in the Employment Agreement”Agreement, may be reviewed and increased by the BoardsBoard of Directors.

The number of shares making up the stock component of Mr. Weagley’s Annual Base Salary will equal the quotient determined by dividing the stock component of the Company andAnnual Base Salary amount by the Bank.average of the daily closing sales prices of the Company’s common stock for the five consecutive trading days immediately preceding (but not including) the Stock Payment Date.

Mr. Weagley will also be entitled to participate in an annuala performance bonus plan, with an initiala target bonus of $100,000,$108,650, upon the achievement of specified performance goals approved by the Compensation Committee and the Company’s Board of Directors. He willis also be entitled to participate in other employee benefit plans maintained for executivesexecutive officers of the Bank.

If Mr. Weagley’s employment is terminated by the Company or the Bank without “Cause” (as defined in the Employment Agreement)(, other than for death or disability)disability, or if the Company or the Bank terminateterminates the Employment Agreement by delivering a non-renewal notice, in either case occurring after a “Change in Control” (as defined in the Employment Agreement), or if Mr. Weagley terminates his employment for “Good Reason” (as defined in the Employment Agreement) after a Change in Control, he will be entitled to receive, after signing a release, a lump sum cash payment equal to three (3) years of his Annual Base Salary, in addition to any amounts he has already earned as of the date of termination, and any vesting restrictions on any grants of equity that have been made to him will be waived.waived and all such equity shall vest.

Upon termination by the Company or the Bank without Cause (other than for death or disability) ofor if the Company or the Bank terminateterminates the Employment Agreement by delivering a non-renewal notice, in either case occurring absent a Change in Control, or if Mr. Weagley terminates his employment for Good Reason absent a Change in Control, he will be entitled to receive, after signing a release, a lump sum cash payment equal to threetwo (2) years of his Annual Base Salary.Salary, in addition to any amounts he has already earned which remain unpaid as of the date of termination.

Mr. Weagley’sWeagley's Employment Agreement also providesprovided that he will be entitled to reimbursement of the premium otherwise payable for COBRA continuation coverage for the 18 months immediately following the date of termination of employment.employment without Cause (regardless of weather such termination occurs before or after a Change in Control).

In the event that Mr. Weagley is terminated for Cause, his rights under the Employment Agreement shall cease as of the effective date of the termination, and the Bank shall pay the unpaid portion of Mr. Weagley’s Annual Base Salary through the date of termination, the value or any accrued but unused vacation and personal days through the date of termination, any expense reimbursement due to him on or prior to the date of termination, and any post-employment benefits as may be available to him under the terms of the employee benefit plans.

The Employment Agreement shall terminate automatically upon Mr. Weagley’s death and his rights under the Employment Agreement shall cease as of the date of such termination, except that (i) the Bank shall pay to his spouse, personal representative, or estate the unpaid portion, if any, of his accrued unpaid Annual Base Salary as of the date of death and any expense reimbursement due to him as of his date of death, and (ii) the Bank shall provide to his dependents any benefits due under the Bank’s employee benefit plans. If Mr. Weagley becomes Disabled (within the meaning of Section 409A of the Code), and becomes eligible for employer-provided short-term and/or long-term disability benefits, or worker’s compensation benefits, then the Bank’s obligation to pay him his Annual Base Salary shall be reduced by the amount of the disability or worker’s compensation benefits received by him. If, in the judgment of the Board of Directors, he is unable, as a result of illness or injury, to perform the essential functions of his position on a full-time basis with or without a reasonable accommodation and without posing a direct threat to himself or others for a period of six months, his employment shall terminate at the end of the six-month period, and all of his rights under the Employment Agreement shall cease, with the exception of the Accrued Obligations (as defined in the Employment Agreement).

In addition, the Employment Agreement provides that the amounts and benefits payable to Mr. Weagley in the circumstances described above will be reduced to the extent necessary to avoid causing any of the payments or benefits to be nondeductible under Section 280G of the Code, or subject to an excise tax under Section 4999 of the Code, unless his after-tax amounts and benefits would be greater without such a reduction.

The Employment Agreement contains 12 month12-month, post-termination non-compete, non-solicitation of customers and non-solicitation of employees provisions.

Mr.Messrs Gangemi and Woolworth

On May 23, 2016, the Bank entered into a Change of Control Agreement (each, a “Change of Control Agreement” and collectively, the “Change of Control Agreements”) with each of Joseph Gangemi, SeniorExecutive Vice President and Chief Financial Officer of the Company and the Bank, and William “Bill” Woolworth, Senior Vice President and Chief Risk Officerwhich was amended on May 25, 2017 (as amended, the “Change of the Company and the Bank.Control Agreement”).

Each

The Change of Control Agreement provides that if the executive’sMr. Gangemi’s employment with the Bank ceases within 12 months following the date of a Change of Control (as defined)defined in the Change of Control Agreement), or during the 90 days immediately preceding a Change of Control, as a result of termination by the Bank without Cause (as defined)defined in the Change of Control Agreement) or termination by Mr. Gangemi for Good Reason (as defined)defined in the Change of Control Agreement), then the executiveMr. Gangemi will be entitled to receive any base salary that remains unpaid through the date of termination, any bonus that remains unpaid and which is payable with respect to a fiscal year which ended prior to the effective date of termination, and any expense reimbursement which is due and remains unpaid, plus a lump sum cash payment equal to 100%150% of the executive’shis base salary as in effect on the date of termination.

In addition, if the executiveMr. Gangemi elects to receive continuation coverage under the Bank’s group health plan under COBRA, eachthe Change of Control Agreement provides that the executivehe will be entitled to reimbursement of the premium otherwise payable for COBRA continuation coverage for the 12 months immediately following the date of termination of employment, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Bank for the same coverage.

EachThe Change of Control Agreement provides that it is in lieu of, and not in addition to, any other severance plan, fund, agreement or other arrangement maintained by the Bank. Payment of the lump sum cash amountsamount and reimbursement for COBRA premiums described above are conditioned on the executive’sMr. Gangemi’s execution and delivery of a release.

If Mr. Gangemi’s employment with the Company ceases for any reason other than as described above (including but not limited to (a) termination by the Company for Cause, (b) resignation by him without Good Reason, (c) termination as a result of his Disability (as defined in the Change of Control Agreement), or (d) his death), then the Company’s obligation to him will be limited solely to the payment of accrued and unpaid base salary through the date of such cessation of employment. All compensation and benefits will cease at the time of such cessation of employment and, except as otherwise provided by COBRA, the Company will have no further liability or obligation by reason of such termination.

In addition, eachthe Change of Control Agreement provides that the amounts and benefits payable to Mr. Gangemi or Mr. Woolworth, as applicable, in the circumstances described above will be reduced to the extent necessary to avoid causing any of the payments or benefits to be nondeductible under Section 280G of the Internal Revenue Code, of 1986, as amended (the “Code”), or subject to an excise tax under Section 4999 of the Code, unless the executive’shis after-tax amounts and benefits would be greater without such a reduction.

On May 25, 2017, Mr. Gangemi and the Bank entered into an amendment (the “Amendment”) to Mr. Gangemi’s Change in Control Agreement. The Amendment increases the severance amount under the change of Control Agreement from 100% of Mr. Gangemi’s base salary to 150% of his base salary.

In exchange for the increase in the severance amount, Mr. Gangemi entered into a Non-Competition, Non-Solicitation, Confidentiality and Cooperation Agreement (the “Restrictive Covenants Agreement”) with the Bank, also dated May 25, 2017. Mr. Gangemi’s Restrictive Covenants Agreement provides that during the course of his employment with the Bank and for a period of 12 months after his termination of employment with the Bank for any reason (the “Restricted Period”), Mr. Gangemi will not, directly or indirectly, engage, participate or invest in any Competing Business (as defined)defined in the Restrictive Covenants Agreement) in the Competitive Territory (as defined). “Competing Business” is defined as any business engaged in banking or lending activities, or accepting deposits, providing financial services or financial advice, or any other activities in which the Company or the Bank engaged during Mr. Gangemi’s employment with the Bank. “Competitive Territory” is defined as any area that is within a 100 mile radius of any branch or office of the Company or the Bank or any of their affiliates that is or was in existence during Mr. Gangemi’s employment or any location where the Company, the Bank or any of their respective affiliates had planned to establish a branch or office during the 12 months prior to Mr. Gangemi’s termination of employment.Restrictive Covenants Agreement). The Restrictive Covenants Agreement also contains provisions prohibiting the solicitation of employees and customers of the Company or the Bank or any of their respective affiliates.

Mr.Mr. Boylan

On May 25, 2017, the Company, the Bank and William J. Boylan entered into an employment agreement (the “Boylan Employment Agreement”), which provides that Mr. Boylan will serve as Executive Vice President and Chief Lending Officer of the Company and the Bank. The initial term of the Boylan Employment Agreement will expireexpired on May 26,April 2, 2019, and the employment period will beis deemed to be automatically extended for successive one year periods, thereafter, unless at least 60 calendar days prior to the expiration of the initial or any extended term the Company or the Bank shall give written notice to Mr. Boylan, or Mr. Boylan shall give written notice to the Company or the Bank, of its or his intention not to renew the employment period.

The Boylan Employment Agreement provides that Mr. Boylan’s compensation will include a base salary of $235,000 per annum,year, subject to review and increase by the Board of Directors of the Company (the “Company Board”) or the Board of Directors of the Bank (the “Bank Board”).Bank. Mr. Boylan will also be eligible for suchan annual bonus as the Board of Directors of the Company Board or the Bank, Board, or an applicable committee thereof, determines in its sole discretion to be appropriate based upon achievement of such performance goals or other factors as such Companythe Board or Bank Boardof Directors or committee deems appropriate.

If Mr. Boylan’s employment is terminated by the Company or the Bank without cause (otherCause (as defined in the Boylan Employment Agreement), other than due to death or disability)disability, or if the Company or the Bank terminateterminates the Boylan Employment Agreement pursuant to a non-renewal notice, in each case on or after a Change in Control (as defined)defined in the Boylan Employment Agreement), or if Mr. Boylan’s employment is terminated by him for Good Reason (as defined)defined in the Boylan Employment Agreement) on or after a Change in Control, Mr. Boylan will be entitled to receive all unpaid salary and accrued benefits to the termination date, plus, subject to his execution of a mutually satisfactory release, a lump sum cash payment equal to any unpaid annual bonus earned and owed to him for a previous calendar year and any amounts earned by him but unpaid under the Bank’s Lender Incentive Plan, plus 24 months’ of his base salary. In addition, Mr. Boylan would become fully vested in all equity-based options and other equity awards, and he would be entitled to reimbursement for COBRA premiums paid by him for up to 18 months immediately following termination.

If Mr. Boylan’s employment is terminated by the Company or the Bank without Cause (as defined), other(other than due to death or disability,disability) or if the Company or the Bank terminateterminates the Boylan Employment Agreement pursuant to a non-renewal notice, in each case before a Change in Control, or if Mr. Boylan’s employment is terminated by him for Good Reason before a Change in Control, he will be entitled to receive all unpaid salary and accrued benefits to the termination date, plus, subject to his execution of a mutually satisfactory release, his then annual rate of base salary for twelve12 months, as severance. He would also be entitled to reimbursement for COBRA premiums for up to six months.

If Mr. Boylan’s employment is terminated at any time for Cause or if he resigns without Good Reason, he will be entitled to receive only unpaid salary and accrued benefits up to the termination date.

The Boylan Employment Agreement shall terminate automatically upon Mr. Boylan’s death and his rights thereunder shall cease as of the date of such termination, except that (i) the Bank shall pay to his spouse, personal representative, or estate the unpaid portion, if any, of his accrued unpaid base salary as of the date of death and any expense reimbursement due to him as of his date of death, and (ii) the Bank shall provide to his dependents any benefits due under the Bank’s employee benefit plans. The Boylan Employment Agreement and Mr. Boylan’s employment thereunder may also be terminated by the Company or the Bank at any time if he is unable, as a result of Disability (as defined in the Boylan Employment Agreement), to perform the essential functions of his position on a full-time basis. In such event, all of his rights under the Boylan Employment Agreement shall cease, except that the Bank shall pay or provide to him the Accrued Obligations (as defined in the Boylan Employment Agreement).

In addition, the Boylan Employment Agreement provides that the amounts and benefits payable to Mr. Boylan in the circumstances described above will be reduced to the extent necessary to avoid causing any of the payments or benefits to be nondeductible under Section 280G of the Code, or subject to an excise tax under Section 4999 of the Code, unless his after-tax amounts and benefits would be greater without such a reduction.

In connection with executing the Boylan Employment Agreement, Mr. Boylan executed a Non-Competition, Non-Solicitation, Confidentiality and Cooperation Agreement, which is comparable to Mr. Gangemi’s Restrictive Covenants Agreement.

Potential Payments Upon Termination of EmploymentOutstanding Equity Awards at Fiscal Year End

The following table provides information as to the amounts that would have been payable tosets forth, for each of the Named Executive Officers, if they had terminated employment in the circumstances described ininformation regarding restricted stock awards outstanding at September 30, 2022. As of September 30, 2022, no Named Executive Officer held any stock options.

In the table on the last day of the Company’s 2017 fiscal year (September 30, 2017):above, we are disclosing:

At September 30, 2022:

(7) Each of Messrs. Gangemi, Boylan and Woolworth is entitled to reimbursement of COBRA premiums for twelve (12) months following termination of employment to the extent that the COBRA premiums exceed the monthly amount charged active employees by the Company for health coverage. The figure presented represents the estimated amount of such reimbursements. Mr. Boylan did not have active employee health coverage as of September 30, 2017.

(8) The cash severance amount, which is equal to two years’ annual base salary in effect as of the date of termination, is payable in a lump sum. The amount shown is based on Mr. Boylan’s annual base salary in effect as of September 30, 2017.

(9) The cash severance amount, which is equal to 100% of the executive’s annual base salary in effect at the time of termination, is payable in a lump sum. The amount shown is based on Mr. Woolworth’s base salary in effect as of September 30, 2017.

Related Party Transactions

LoansIn addition to the legal payments made to Troutman Pepper Hamilton Sanders LLP, a law firm of which Mrs. Corelli is a partner, and Extensionsthe consumer payments to the Hardware Store, a company of Credit. The Bank offers loans to its directors, officers and employees as well as members of their immediate families and others whowhich Mr. Scartozzi is president, in each case, which are considered “related persons”further described under Item 404 of Regulation S-K of the SEC. Any loans by the Bank to related persons are madePROPOSAL 1, in the ordinary course of business, on substantiallyMalvern Bank has made, and expects to make in the same terms, including interest rates and collateral, as those prevailing at the same or comparable transactions with persons not related to the Bank. These loans did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at September 30, 2017. None of the Bank’sfuture, loans to any of its directors, executive officers, any of their immediate family members orten percent shareholders, as well as entities controlled by such persons. All loans to any relatedsuch persons were non-accrual, past due, restructured or deemed potential problem loans at September 30, 2017.

Section 22(h) of the Federal Reserve Act generally provides that any credit extended by a savings institution, such as the Bank, to its executive officers, directorsmade, and to the extent otherwise permitted, principal shareholder(s), or any related interest of the foregoing, mustwill be made, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions byloans with persons not related to the savings institution with non-affiliated parties; unlessCompany or the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the institution and (ii) does not give preference to any director, executive officer or principal shareholder, or certain affiliated interests of either, over other employees of the savings institution, and must not involve more than the normal risk of repayment or present other unfavorable features.Bank.

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL OWNERSHIP OF COMMON STOCK BY

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth as of December 1, 2017,the Record Date certain information as to the common stock of the Company beneficially owned by (i) each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act, of 1934, who or which was known to us to be the beneficial owner of more than 5% of the issued and outstanding common stock, (ii) the directors and director nominees of Malvern Bancorp, (iii) the Named Executive Officers of Malvern Bancorp;Bancorp, and (iv) all current directors, director nominees and executive officers of Malvern Bancorp as a group.

 

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Name of Beneficial Owner or Number of Persons in Group		Amount and Nature of Beneficial Ownership as of December 1, 2017(1)				Percent of Common Stock
FJ Capital Management LLC			648,560	(2)			9.9	%
1313 Dolley Madison Blvd
Suite 306
McLean, VA 22101
The Banc Funds Company, LLC 20 North Wacker, Suite 3300     Chicago, IL 60606			561,994	(3)			8.6	%
EJF Capital LLC 2107 Wilson Blvd., Suite 410 Arlington, VA 22201			549,187	(4)			8.4	%
Clover Partners, L.P. 100 Crescent Court, Suite 575 Dallas, TX 75201			474,490	(5)			7.2	%
Seidman & Associates, LLC 100 Misty Lane, 1stFloor. Parsippany, NJ 07054			454,761	(6)			6.9	%
Directors and Nominees:
Norman Feinstein			6,246	(7)			*
Andrew Fish			2,450	(8)			*
Cynthia Felzer Leitzell			7,764	(9)			*
Stephen P. Scartozzi			9,175	(10)			*
George E. Steinmetz**			16,248	(11)			*
Anthony C. Weagley			44,782	(12)			*
Therese Woodman			10,496	(13)			*
Howard Kent			130,240	(14)			1.9	%
Julia Corelli**			75				*
Other Named Executive Officers:							*
Joseph Gangemi			8,686	(15)			*
William Boylan			2,719	(16)			*
William H. Woolworth III			4,029	(17)
All Current Directors, Director Nominees and Executive Officers as a Group (12 persons)			242,835	(18)			3.7	%

	Amount and Nature of	Percent of
Name of Beneficial Owner or Number of Persons in Group	Beneficial Ownership as of	Common Stock
	January 3, 2023(1)
PL Capital Advisors, LLC.
750 Eleventh Street South Suite 202	746,461(2)	9.78%
Naples, FL 34102
Lawrence B. Seidman
100 Lanidex Plaza, Suite 100	448,649(4)	5.88%
Parsippany, NJ 07054
EJF Capital LLC 2107
Wilson Blvd., Suite 410	640,587(5)	8.39%
Arlington, VA 22201
The Banc Funds Company, LLC
20 North Wacker, Suite 3300	531,959(3)	6.97%
Chicago, IL 60606
Directors and Nominees:
Norman Feinstein	25,571  (6)	*
Andrew Fish	21,145  (7)	*
Cynthia Felzer Leitzell	27,029  (8)	*
Stephen P. Scartozzi	26,945  (9)	*
Anthony C. Weagley	92,686 (10)	1.21%
Howard Kent	207,866 (11)	2.72%
Julia Corelli	21,208 (12)	*
Other Named Executive Officers:	*
Joseph D. Gangemi	16,377 (13)	*
William Boylan	8,719 (14)	*
All Current Directors, Director
Nominees and Executive Officers	447,545 (15)	5.86%
as a Group (nine persons)

 

* Represents less than 1.0% of our outstanding common stock.

 

(1)

*

Represents less than 1.0% of our outstanding common stock.

**

Mr. Steinmetz is not standing for re-election at the 2018 annual meeting. Ms. Corelli joined the Board effective January 1, 2018.

-27-

(1)

Based upon filings made with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and information furnished by the respective individuals. Under regulations promulgated pursuant to the Exchange Act, shares of common stock are deemed to be beneficially owned by a person if he, she or it directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares.

 

(2)

According to a filing made on February 14, 2017 by Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, FJ Capital Management, LLC, Martin S. Friedman and other entities, FJ Capital Management LLC has shared voting and dispositive power over 648,560 shares of common stock. Mr. Friedman is the managing member of FJ Capital Management LLC.

19

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(2)

(3)

According to a filing made on February 15, 2017 by Banc Fund VI, L.P., Banc Fund VII L.P., Banc Fund VIII L.P. and Banc Fund IX L.P., the reporting persons have shared voting and dispositive power over 561,994 shares of common stock.

(4)

According to a filing made on February 14, 2017 by EJF Capital LLC, Emanuel J. Friedman and EJF Sidecar Fund, Series LLC—Series E, the reporting persons have shared voting and dispositive power over 549,187 shares of common stock.

(5)

According to a filing made on February 14, 2017 by Clover Partners, L.P., Clover Partners Management, LLC and John A. Guerry, the reporting persons have shared voting and dispositive power over 474,490 shares of common stock. Mr. Guerry is a principal of Clover Partners Management, LLC.

(6)

According to a filing under the Exchange Act made on March 8, 2016August 10, 2020 by Mr. SeidmanPL Capital Advisors, LLC, John W. Palmer and certain affiliated entities, Mr.Richard J. Lashley have shared voting and dispositive power over 746,461 shares of common stock.

(3)

According to a filing under the Exchange Act made on December 19, 2022, Lawrence Seidman has sole voting and dispositive power over 453,486448,649 shares of common stock. Mr. Seidman, (i) as the manager of Seidman and Associates, L.L.C. (“SAL”), may be deemed the beneficial owner of the 82,65691,240 shares owned by SAL, (ii) as the sole officer of Veteri Place Corporation (“Veteri”), the general partner of each of Seidman Investment Partnership, L.P. (“SIP”) and Seidman Investment Partnership II, L.P. (“SIPII”), may be deemed the beneficial owner of the 65,56576,466 shares owned by SIP and the 79,709100,773 shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, thea co-general partner of Seidman Investment Partnership III, L.P. (“SIPIII”SIP III”), may be deemed the beneficial owner of the 16,43926,268 shares owned by SIPIII, (iv) as the sole officer of Veteri, the trading advisor of LSBK06-08, L.L.C. (“LSBK”) and CBPS, LLC (“CBPS”), may be deemed the beneficial owner of the 51,60060,184 shares owned by LSBK, and the 55,782 shares owned by CBPS, and (v) as the investment manager for each of Broad Park Investors, L.L.C. (“Broad Park”), and Chewy Gooey Cookies, L.P. (“Chewy”) and 2514 Multi-Strategy Fund, L.P. (“2514 MSF”), may be deemed the beneficial owner of the 46,43164,760 shares owned by Broad Park and the 21,08528,958 shares owned by Chewy andChewy. Accordingly, Mr. Seidman may be deemed the 34,219 shares owned by 2514 MSF.beneficial owner of an aggregate of 448,649 shares. In the foregoing capacities, Mr. Seidman has sole and exclusive investment discretion and voting authority with respect to all such shares.

 

(4)

(7)

Includes 700 shares subject According to a restricted stock award whichfiling under the Exchange Act made on February 14, 2018, by EJF Capital LLC, Emanuel J. Friedman and EJF Sidecar Fund, Series LLC—Series E, the reporting persons as of such filing have not yet vested for Mr. Feinstein.shared voting and dispositive power over 640,587 shares of common stock.

 

(5)

(8)

Includes 700 shares subject According to a restrictedfiling under the Exchange Act made on February 7, 2022 by The Banc Funds Company, L.L.C., Banc Fund X L.P., Banc Fund VIII L.P. and Banc Fund IX L.P., the reporting persons as of such filing have voting and dispositive power over an aggregate of 531,959 shares of common stock award which have not yet vested for Mr. Fish.(with Banc Fund X L.P. having sole voting and dispositive power over 214,107 of such shares, and Banc Fund IX L.P. having sole voting and dispositive power over 317,852 of such shares).

 

(6)

(9)

Includes 7,0647,665 shares held jointlydirectly by Ms.Leitzell and her husband. 700 shares subject to a restricted stock award which have not yet vested.

(10)

Includes 3,090Mr. Feinstein, 14,140 shares held jointly by Mr. Scartozziindirectly in a profit sharing plan and his spouse.700 shares subject to a restricted stock award which have not yet vested and 2003,766 shares subject to options which wereare (or will be) exercisable through February 1, 2018.60 days following the date of this table, for Mr. Feinstein. 980 shares are restricted shares that will not have vested within 60 days following the date of this table.

 

(7)

(11)

Includes 700 shares subject to a restricted stock award which have not yet vested for Mr. Steinmetz. Includes 70010,001 shares held jointlydirectly by Mr. Steinmetz and his spouse and 100Fish, 3,783 shares held indirectly by a family partnership, and 3,595 shares held indirectly through Mr. Steinmetz as custodian for his children and 200Fish’s IRA, 3,766 shares subject to options which wereare (or will be) exercisable through February 1, 2018.60 days following the date of this table, for Mr. Fish. 980 shares are restricted shares that will not have vested within 60 days following the date of this table.

 

(12)(8)

Includes 23,263 shares held directly by Mrs. Leitzell and 3,766 subject to options which are (or will be) exercisable through 60 days following the date of this table, for Mrs. Leitzell. 980 shares are restricted shares that will not have vested within 60 days following the date of this table.

(9)

Includes 12,917 shares held directly by Mr. Scartozzi, 9,263 shares held indirectly through Mr. Scartozzi’s IRA and 4,766 shares subject to options which are (or will be) exercisable through 60 days following the date of this table, for Mr. Scartozzi. 980 shares are restricted shares that will not have vested within 60 days following the date of this table.

(10)

Includes 53,395 shares held directly by Mr. Weagley, 6,394 shares allocated to Mr. Weagley in the ESOP, 1,731 shares held in the 401(k) Plan and 2,68231,166 shares allocated toheld indirectly through Mr. Weagley inWeagley’s IRA. 6,518 shares are restricted shares that will not have vested within 60 days following the ESOP.date of this table.

 

(11)

(13)

Includes 700164,381 shares subject toheld directly by Mr. Kent and 38,719 shares held indirectly by a restricted stock award which have not yet vested,trust for the benefit of Mr. Kent’s spouse, and 2004,766 shares subject to options which wereare (or will be) exercisable through February 1, 2018,60 days following the date of this table, for Ms. WoodmanMr. Kent. 980 shares are restricted shares that will not have vested within 60 days following the date of this table.

 

(12)

(14)

Includes 68,19112,466 shares held jointlydirectly by Mr. Kent and his spouse and 11,719Mrs. Corelli, 7,142 shares held by Mr. Kent’s spouse. It also includes 700 shares subject to a restricted stock award which have not yet vestedindirectly through Mrs. Corelli’s IRA, and 2001,600 shares subject to options which wereare (or will be) exercisable through February 1, 2018.60 days following the date of this table, for Mrs. Corelli. 980 shares are restricted shares that will not have vested within 60 days following the date of this table.

 

(13)

(15)

Includes 3595,571 shares held in the 401(k) Plan,directly by Mr. Gangemi, 4,308 shares held indirectly through Mr. Gangemi’s IRA, 900 shares held in trust for Mr. Gangemi’s children, 1,495 shares subject to a restricted stock award which have not yet vested and 1,8495,238 shares allocated to Mr. Gangemi in the ESOP.ESOP, and 360 shares held in the 401(k). 1,480 shares are restricted shares that will not have vested within 60 days following the date of this table.

 

(14)

(16)

Includes 123,901 shares held directly by Mr. Boylan, 13 shares held in the 401(k) Plan; 1,103Plan and 4,805 shares allocated to Mr. Boylan in the ESOP and 1,342ESOP. 769 shares subject to aare restricted stock award whichshares that will not have not yet vested.vested within 60 days following the date of this table.

	(17)
(15)	Includes 14 shares held in the 401(k) Plan; 782 shares allocated to Mr. Woolworth in the ESOP and 310 shares subject to a restricted stock award which have not yet vested.

(18)

Includes an aggregate of 2,1182,014 shares allocated to the 401(k) Plan accounts of the executive officers.

 

-28-

20

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Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers and directors, and persons who own more than 10% of Malvern Bancorp’s common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission.SEC. Officers, directors and greater than 10% shareholders are required by regulation to furnish Malvern Bancorp with copies of all Section 16(a) forms they file. We know of no person who owns 10% or more of our common stock.

 

Based solely on our review of the copies of such forms furnished to us, or written representations from our officers and directors, except for (i) Form 4 filings filed on February 4, 2022 for transactions taking place on January 31, 2022 with respect to Anthony C. Weagley, William Woolworth III, and Joseph Gangemi, we believe that all suchother Section 16(a) reports were timely filed with respect to the fiscal year ended September 30, 2017, except that Howard Kent (a director) inadvertently reported two stock purchases late, Therese Woodman (a director) inadvertently reported one stock purchase late, Stephen Scartozzi (a director) inadvertently reported two stock purchases late, Cynthia Felzer Leitzell (a director) inadvertently reported three stock purchases late, Norman Feinstein (a director) inadvertently reported one stock purchase late, George Steinmetz (a director) inadvertently reported one stock purchase late, and Andrew Fish (a director) inadvertently reported two stock purchases late. There were no late filings reported by executive officers in fiscal 2017.2022.

 

Proposal 2 PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act”), thePROPOSAL 2

PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The SEC’s proxy rules of the SEC were amended to require that not less frequently than once every three years a proxy statement for an annual meeting of shareholders for which the proxy solicitation rules of the SEC require compensation disclosure must also include a separate resolution subject to shareholder vote to approve the compensation of the company’sCompany’s named executive officers disclosed in the proxy statement. The Company’s Board of Directors previously determined to submit the non-binding resolution on compensation of our named executive officers to our shareholders on an annual basis.

 

The executive officers named in the summary compensation table and deemed to be “named executive officers”“Named Executive Officers” are Messrs. Weagley, Gangemi Boylan and Woolworth.Boylan. Reference is made to the summary compensation table and disclosures set forth under “Management“Executive Compensation” in this proxy statement.Proxy Statement.

 

The proposal gives shareholders the ability to vote on the compensation of our named executive officersthe Company’s Named Executive Officers through the following resolution:

 

“Resolved, that the shareholders approve the compensation of the named executive officersNamed Executive Officers as disclosed in this proxy statement.Proxy Statement.”

 

The shareholder vote on this proposal is not binding on Malvern Bancorp or the Board of Directors and cannot be construed as overruling any decision made by the Board of Directors. However, the Board of Directors of Malvern Bancorp will review the voting results on the non-binding resolution and take them into consideration when making future decisions regarding executive compensation.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”“FOR” THE NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL 3

 

RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT

 -29-REGISTERED PUBLIC ACCOUNTING FIRM

Proposal 3 RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee of the Board of Directors of Malvern Bancorp has appointed BDO USA, LLP, independent registered public accounting firm,Wolf &Co. to perform the audit of ourthe Company’s financial statements for the fiscal year ending September 30, 2018,2023, and further directed that the selection of auditors be submitted for ratification by the shareholders at the annual meeting.Annual Meeting. Wolf & Co. has audited the Company’s financial statements for the fiscal year ended September 30, 2022. Representatives of Wolf & Co. are expected to attend the Annual Meeting, will be afforded the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

 

As previously reported, on May 31, 2022 Malvern Bancorp dismissed Baker Tilly as the Company’s independent registered public accounting firm, effective on such date. The decision to dismiss Baker Tilly was approved by the Audit Committee.

During the Company’s fiscal year ended September 30, 2021 and through May 31, 2022, there were no: (i) disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Baker Tilly would have caused Baker Tilly to make reference thereto in its reports on the financial statements of the Company for such years or portion thereof, or (ii) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

        During the Company’s fiscal year ended September 30, 2022, there were no: (i) disagreements with Wolf & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Wolf & Co. would have caused Wolf & Co. to make reference thereto in its reports on the financial statements of the Company for such year, or (ii) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

        During the Company’s two most recent fiscal years and through the date of Baker Tilly’s dismissal, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of the SEC’s Regulation S-K and the related instructions) between the Company and Baker Tilly or “reportable events” (as defined in Item 304(a)(1)(v) of the SEC’s Regulation S-K) during the Company’s two most recent fiscal years.

        During the Company’s two most recent fiscal years and through the date of Baker Tilly's dismissal, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of the SEC’s Regulation S-K and the related instructions) between the Company and Baker Tilly or “reportable events” (as defined in Item 304(a)(1)(v) of the SEC’s Regulation S-K) during the Company’s two most recent fiscal years.

        During the Company’s two most recent fiscal years commencing on the date of Wolf & Co.’s retention, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of the SEC’s Regulation S-K and the related instructions) between the Company and Wolf & Co. or “reportable events” (as defined in Item 304(a)(1)(v) of the SEC’s Regulation S-K) during such period. We have been advised by BDO USA, LLPWolf & Co. and Baker Tilly that neither thatsuch firm nor any of itssuch firm's associates has any relationship with Malvern Bancorp or its subsidiaries other than the usual relationship that exists between an independent registered public accounting firm and its clients. BDO USA, LLP will have one or more representatives at the annual meeting who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.

 

Audit Fees

 

The following table sets forth the aggregate fees paid by us to BDO USA, LLP,(i) Wolf & Co. for professional services rendered by them in connection with the audit of Malvern Bancorp’s consolidated financial statements for fiscal 2017year 2022 and 2016, respectively(ii) Baker Tilly for professional services rendered by the firm in connection with the audit of Malvern Bancorp’s consolidated financial statements for the fiscal year ended September 30, 2021, as well as the fees paid by us to BDO USA, LLPBaker Tilly for audit-related services, tax services and all other services rendered by BDO USA, LLPthe firm to us during the fiscal 2017 and 2016.year ended September 30, 2021.

 

		Year Ended September 30,							Year Ended September 30,
		2017				2016			2022 (Wolf & Co.)(4)	​2022 (Baker Tilly)   (5)	2021 (Baker Tilly)
Audit fees (1)		$	410,274			$	206,406		$336,000	​$102,150	$474,000
Audit-related fees (2)			24,238				25,295		$25,000	​$12,950	$30,600
Tax fees(3)			43,353				30,000		$0	​$31,975	$46,820
All other fees			—				—		—	​​—	—
Total		$	477,865			$	261,701		$361,000	$147,075	$551,420

 

(1)

(1)

Audit fees consist of fees incurred in connection with the integrated audit of ourthe Company’s annual consolidated financial statements and the review of the interim consolidated financial statements included in our quarterly reports filed with the Securities and Exchange Commission, consents issuedForm 10-Qs, or services normally provided in connection with filingstatutory and regulatory filings (i.e., attest services required by FDICIA or Section 404 of Form S-8 and Form S-3, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits, consents and assistance with and review of documents filed with the Securities and Exchange Commission.Sarbanes-Oxley Act), including out-of-pocket expenses.

(2)

(2)

Audit related fees consist of fees incurred in connection with the audit of our employee benefit plan.

(3)	Tax fees include fees billed for the preparation of state and federal tax returns and assistance with calculating estimated tax payments.

(4)	Includes fees incurred for fiscal year ended September 30, 2022 from the date of retention of Wolf & Co. on May 31, 2022.

(5)	Includes fees incurred for fiscal year ended September 30, 2022 through the date of dismissal of Baker Tilly on May 31, 2022.

 

The Audit Committee selects our independent registered public accounting firm and pre-approves all audit services to be provided by it to Malvern Bancorp. The Audit Committee also reviews and pre-approves all audit-related and non-audit related services rendered by our independent registered public accounting firm in accordance with the Audit Committee’s charter. In its review of these services and related fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. The Audit Committee pre-approves certain audit-related services and certain non-audit related tax services which are specifically described by the Audit Committee on an annual basis, and separately approves other individual engagements as necessary.

 

Each new engagement of the Company’s independent registered public accounting firm was approved in advance by the Audit Committee or its Chair,, and none of those engagements made use of thede minimis exception to pre-approval contained in the Securities and Exchange Commission’sSEC’s rules.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF WOLF & COMPANY, P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2023.

 

The Board of Directors recommends that you vote FOR the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018.SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS

WITH THE BOARD OF DIRECTORS

 

 -30-

SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Shareholder Proposals.Proposals. Any proposal which a shareholder wishes to have included in the proxy materials of Malvern Bancorp relating to the next annual meeting of shareholders of Malvern Bancorp, which is anticipated to be held in February 2019,2024 (but subject to the terms of the Merger Agreement), must be made in writing and filed with the Corporate Secretary, Joseph Gangemi, Malvern Bancorp, Inc., 42 E. Lancaster Avenue, Paoli, Pennsylvania 19301, no later than September 20, 2018.12, 2023, which is 120 days prior to the anniversary of the initial distribution of the notice of this year’s Annual Meeting . If such proposal is in compliance with all of the requirements of Rule 14a-8 under the Securities Exchange Act, of 1934, as amended, it will be included in the proxy statement and set forth on the form of proxy issued for such annual meeting of shareholders. It is urged that any such proposals be sent certified mail, return receipt requested.

 

Shareholder proposals that are not submitted for inclusion in Malvern Bancorp’s proxy materials pursuant to Rule 14a-8 may be brought before an Annual Meetingannual meeting pursuant to Section 2.10 of Malvern Bancorp’s Bylaws. Notice of the proposal must also be given in writing and delivered to, or mailed and received at, our principal executive offices by September 20, 2018.29, 2022. The notice must include the information required by Section 2.10 of our Bylaws.

 

Shareholder Nominations.Nominations. Our Bylaws provide that, subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, all nominations for election to the Board of Directors, other than those made by the Board of Directors or the Nominating and Corporate Governance Committee thereof, shall be made by a shareholder who has complied with the notice provisions in the Bylaws. The Nominating and Corporate Governance Committee considers stockholder nominees for directors in the same manner as nominees for director from other sources. Written notice of a shareholder nomination generally must be communicated to the attention of the Corporate Secretary and either delivered to, or mailed and received at, our principal executive offices not later than, with respect to an annual meeting of shareholders, 120 days prior to the anniversary date of the mailing of proxy materials by us in connection with the immediately preceding annual meeting of shareholders. For our annual meeting in 2019,2024, (subject to the Master Agreement), this notice must be received by September 20, 2018.12, 2023. Each written notice of a shareholder nomination is required to set forth certain information specified in Section 3.12 of Malvern Bancorp’s Bylaws.Bylaws, including (i) the name, age, business address and residence address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) the principal occupation or employment of the shareholder submitting the notice and of each person being nominated; (iii) the class and number of shares of the Company’s stock which are beneficially owned by the shareholder submitting the notice, (iv) a representation that the shareholder is and will continue to be a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (v) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (vi) such other information regarding the shareholder submitting the notice, each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (vii) the consent of each nominee to serve as a director of the Company if so elected.

 

Other Shareholder Communications.Communications. Shareholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors of Malvern Bancorp, Inc., c/o Joseph Gangemi, Malvern Bancorp, Inc., 42 E. Lancaster Avenue, Paoli, Pennsylvania 19301. Mr. Gangemi will forward such communications to the director or directors to whom they are addressed.

 

ANNUAL REPORTS

ANNUAL REPORTS

 

A copy of Malvern Bancorp’sour 2022 Annual Report on Form 10-K for the year ended September 30, 2017 accompanies this proxy statement. Such annual reportProxy Statement. Our 2022 Annual Report has also been made available to shareholders and is not partposted on the Company’s website at http://ir.malvernbancorp.com and on the SEC’s website at http://www.sec.gov. Additional copies of the proxy solicitation materials.

Upon receipt of a2022 Annual Report may be obtained without charge upon written request we will furnish to any shareholder a copy of the exhibits to the Annual Report on Form 10-K. Such written requests should be directed toMr. Joseph Gangemi, Malvern Bancorp, Inc., 42 E. Lancaster Avenue, Paoli, Pennsylvania 19301.

 

OTHER MATTERS

The 2022 Annual Report shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically request that this information be treated as soliciting material or specifically incorporate this information by reference).

OTHER MATTERS

 

Management is not aware of any business to come before the annual meetingAnnual Meeting other than the matters described above in this proxy statement.Proxy Statement. However, if any other matters should properly come before the meeting, it is intended that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.

 

The cost of the solicitation of proxies will be borne by Malvern Bancorp. Malvern Bancorp will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the proxy materials to the beneficial owners of Malvern Bancorp’s common stock. In addition to solicitations by mail, directors, officers and employees of Malvern Bancorp may solicit proxies personally or by telephone without additional compensation.

 

 -31-SHAREHOLDERS SHARING THE SAME ADDRESS

 

 The SEC has adopted rules that permit companies and intermediaries (such as brokers, banks and other nominees) to implement a delivery procedure called “householding.” Under this procedure, multiple shareholders who reside at the same address may receive a single copy of the Proxy Statement, the 2022 Annual Report and other proxy materials, unless the affected shareholder has provided contrary instructions. This procedure reduces printing costs and postage fees.

 

Under applicable law, if you consented or were deemed to have consented, your broker, bank or other intermediary may send only one copy of the Proxy Statement, the 2022 Annual Report, and other proxy materials to your address for all residents that own shares of Company common stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other intermediary. If you are receiving multiple copies of the Proxy Statement, the 2022 Annual Report, and other proxy materials, you may be able to request householding by contacting your broker, bank or other intermediary. Upon written or oral request, we will promptly deliver a separate set of the Proxy Statement, the 2022 Annual Report or other proxy materials to any beneficial owner at a shared address to which a single copy of any of those documents was delivered. If you wish to request copies free of charge of the Proxy Statement, the 2022 Annual Report or other proxy materials, please send your request to Mr. Joseph Gangemi, Malvern Bancorp, Inc., 42 E. Lancaster Avenue, Paoli, Pennsylvania 1930 or call the Company with your request at (610) 644-9400.

 

 

BY ORDER OF THE BOARD OF DIRECTORS

Joseph D. Gangemi

Corporate Secretary

 

 

 APPENDIX A – FORM OF PROXY

 

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