UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 | |
Malvern Bancorp, Inc. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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January 18, 201810, 2023
Dear Shareholder:
You
We are cordially invitedsending you this letter in order to attend theprovide you with information with respect to Malvern Bancorp, Inc.’s (the “Company”) 2023 annual meeting of shareholders of Malvern Bancorp, Inc. The meeting will(the “Annual Meeting”) to be held online at the General Warren Inne, 9 Old Lancaster Rd, Malvern, Pennsylvania,www.virtualshareholdermeeting.com/MLVF2023, on Thursday, February 22, 201823, 2023 at 11:10:00 a.m., Eastern Standard Time. The matters to be considered by shareholders at the annual meetingAnnual Meeting are described in the accompanying materials.
The attached Notice of the Annual Meeting (“Notice of Annual Meeting”) and Proxy Statement describe in greater detail all of the formal business that will be transacted at the Annual Meeting. There will not be an in-person meeting this year to protect the safety and health of our employees and shareholders, given the continuing impact of COVID-19 and its variants. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting: www.virtualshareholdermeeting.com/MLVF2023. Representatives of the Company will be available at the Annual Meeting to respond to any questions that you may have regarding the business to be transacted.
It is very important that you be represented at the annual meetingAnnual Meeting regardless of the number of shares you own or whether you are able to attend the meeting in person.own. We urge you to mark, sign, and date your proxy card today and return it in the envelope provided,vote as soon as possible, even if you plan to attend the annual meeting.Annual Meeting virtually. This will not prevent you from voting in person,at the Annual Meeting virtually but, will ensure that your vote is counted if you are unable to attend.
Please note that at the Annual Meeting you will not be voting on the recent-announced December 13, 2022 Agreement and Plan of Merger with First Bank or any of the transactions contemplated thereby. Shareholders will receive a separate joint proxy statement - offering circular and related materials before the special meeting we intended to hold to seek shareholder approvals as described under the "Recent Developments" section of the accompanying Proxy Statement.
Your continued support of and interest in Malvern Bancorp, Inc. isthe Company are sincerely appreciated.
Very truly yours, | |
Anthony C. Weagley | |
President and Chief Executive Officer |
MALVERN BANCORP, INC.
42 East Lancaster Avenue
Paoli, Pennsylvania 19301
(610) 644-9400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME | 10:00 a.m., Eastern Standard Time, Thursday, February 23, 2023 | ||
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PLACE |
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ITEMS OF BUSINESS | (1) | To elect | |
(2) | To adopt a non-binding resolution to approve the compensation of our named executive officers; | ||
(3) | To ratify the appointment of | ||
(4) | To transact such other business as may properly come before the meeting or at any adjournment thereof. We are not aware of any other such business. | ||
RECORD DATE | Holders of the Company’s common stock of record at the close of business on December | ||
PROXY VOTING | It is important that your shares be represented and voted at the meeting. | ||
Important notice regarding the availability of proxy materials for the | | ||
BY ORDER OF THE BOARD OF DIRECTORS Joseph D. Gangemi Corporate Secretary | |||
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TABLE OF CONTENTS
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PROXY STATEMENT
OF
MALVERN BANCORP, INC.
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
This proxy statementProxy Statement (this “Proxy Statement”) is furnished to holders of common stock of Malvern Bancorp, Inc. (the “Company”, “Malvern Bancorp” or “Malvern Bancorp”“our”), the holding company of Malvern Federal Savings Bank (“the Bank”). As we have previously disclosed, we filed an application with the Office of the Comptroller of the Currency to convert the charter the Bank from a federally chartered savings bank to a national bank, under the name Malvern Bank, National Association. OurAssociation (“Malvern Bank” or the “Bank”). The Company, including its Board of Directors (the “Board of Directors” or “Board”), is soliciting proxies to be used at the annual meeting2023 Annual Meeting of shareholdersShareholders (the “Annual Meeting”) to be held online at the General Warren Inne, located at 9 Old Lancaster Rd, Malvern, Pennsylvania,www.virtualshareholdermeeting.com/MLVF2023 on Thursday, February 22, 201823, 2023 at 11:10:00 a.m., Eastern Time, and any adjournment thereof, for the purposes set forth in the Notice of Annual Meeting of Shareholders. This proxy statement is first being mailed to shareholders on or about January 18, 2018.
Important Notice Regarding the Availability of Proxy Materials for the ShareholdersAnnual Meeting to Be Held on February 22, 2018.This Proxy Statement, the form of proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 as well as driving directions to the annual meeting2022 (the “2022 Annual Report”), are available athttp://www.proxyvote.com and, on our website athttp://ir.malvernfederal.comir.malvernbancorp.com and on the U.S. Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.
RECENT DEVELOPMENTS
As previously announced, on December 13, 2022, the Company, Malvern Bank and First Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, and subject to the terms and conditions of the Merger Agreement, the Company will merge with and into First Bank immediately followed by the merger of Malvern Bank with and into First Bank, with First Bank continuing as the surviving corporation in each case (collectively, the “Merger”). The Merger Agreement was unanimously approved by the board of directors of each of First Bank, the Company and Malvern Bank. At the effective time of the Merger, each share of common stock of Malvern Bancorp will be converted into the right to receive $7.80 in cash and 0.7733 shares of common stock, par value $5.00 per share, of First Bank, subject to adjustment in accordance with the terms of the Merger Agreement if Malvern's adjusted shareholders' equity as of the tenth day prior to the closing of the Merger does not equal or exceed $140,000,000. The Merger is expected to be completed in the second quarter of 2023, subject to shareholder and regulatory approvals and other customary closing conditions.
Frequently Asked Questions:
What is the purpose of the annual meeting?Annual Meeting?
At our annual meeting,Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting, consisting of the election of directors, a non-binding resolution to approve the compensation of our named executive officers and the ratification of our independent registered public accounting firm for the fiscal year ending September 30, 2018.2023.
Please note that at the Annual Meeting shareholders will not be voting on the Merger Agreement or any of the transactions contemplated thereby. Shareholders will receive a separate Joint Proxy Statement-Offering Circular and related materials before the special meeting we intend to hold to seek the shareholder approvals as described under the “Recent Developments” section of this Proxy Statement.
Who is entitled to vote?
Only Malvern Bancorp shareholders of record as of the close of business on the record date for the meeting,Annual Meeting, December 28, 2017,21, 2022 (the “Record Date”), are entitled to vote at the meeting.Annual Meeting. On the record date,Record Date, we had 6,572,6847,633,828 shares of common stock issued and outstanding and no other class of equity securities outstanding. For each issued and outstanding share of common stock you own on the record date,Record Date, you will be entitled to one vote on each matter to be voted on at the meeting, in person or by proxy.Annual Meeting.
How do I submit my proxy?
VOTE BY INTERNET - www.proxyvote.com-www.proxyvote.com
Use the Internet (www.proxyvote.com) to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off dateon Wednesday, February 22, 2023 for shares held directly by a shareholder or meeting date.up until 11:59 P.M. Eastern Time on Tuesday, February 21, 2023 for any shares held in a plan. Have your proxy card in hand when you access the web sitewebsite and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE -– 1-800-690-6903
Use any touch-tone telephone to dial 1-800-690-6903 to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off dateon Wednesday, February 22, 2023 for shares held directly by a shareholder or meeting date.up until 11:59 P.M. Eastern Time on Tuesday, February 21, 2023 for any shares held in a plan. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The proxy card will need to be mailed by you with enough time to ensure that it is received by Broadridge by 11:59 P.M. Eastern Time on Wednesday, February 22, 2023.
If my shares are held in “street name”“street name” by my broker, couldhow do I vote my shares and can my broker automatically vote my shares for me?
If you hold your shares in “street name,” that is through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.
Your broker may not vote on the election of directors or the non-binding proposal on compensation of our named executive officers unless you provide your broker with instructions on how to vote. You should use the voting instruction card provided by the institution that holds your shares to instruct your broker to vote your shares or else your shares will be considered “broker non-votes.”
Broker non-votes are shares held by brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and the broker or nominee does not have discretionary voting power under rules applicable to broker-dealers. Under these rules, the proposal to elect directors and the non-binding proposal to approve the compensation of our named executive officers are not items on which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions within ten days of the annual meeting.Annual Meeting.
Your broker may vote in his or her discretion on “routine” matters, such as the ratification of the appointment of our independent registered public accounting firm, if you do not furnish instructions.instructions on how to vote.
CanHow can I attend the meeting and vote my shares in person?person and participate at the Annual Meeting?
All shareholders are invited to attendThis year’s Annual Meeting will be held entirely online. Stockholders may participate in the annual meeting. ShareholdersAnnual Meeting by visiting the following website: www.virtualshareholdermeeting.com/MLVF2023. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record can vote in person atmay be voted electronically during the annual meeting. If your sharesAnnual Meeting. Shares for which you are held in street name, then you arethe beneficial owner but not the shareholder of record and you must askalso may be voted electronically during the Annual Meeting in accordance with the instructions from your broker, bank or other nominee hownominee. However, even if you canplan to attend the Annual Meeting online, the Company recommends that you vote atyour shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting.Annual Meeting.
Can I revoke or change my vote after I return my proxy card?vote?
Yes. If you are a shareholder of record, there are three ways you can change your vote or revoke your proxy after you have sent in your proxy form.vote at any time before it is counted at the Annual Meeting.
First, you may send a written notice to our Corporate Secretary, Mr. Joseph D. Gangemi, Malvern Bancorp, Inc., 42 East Lancaster Avenue, Paoli, Pennsylvania 19301, which notice must be received in advance of the Annual Meeting stating that you would like to revoke your proxy.
Second, you may complete and submit a later-dated proxy card before the Annual Meeting in accordance with the instructions and timeline previously noted above. Any earlier proxies will be revoked automatically.
Third, you may attend the Annual Meeting and vote online during the Annual Meeting. Any earlier proxy will be revoked. However, attending the Annual Meeting without voting during the Annual Meeting will not revoke your proxy.
If your shares are held in “street name” and you have instructed a broker or other nominee to vote your shares, you must follow directions from your broker or other nominee to change your vote.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the outstanding shares that are entitled to vote on a particular matter, present or represented by proxy, will constitute a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting.meeting for purposes of determining a quorum.
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What are the Board of Directors’Directors’ recommendations?
The recommendations of the Board of Directors are set forth under the description of each proposal in this proxy statement.Proxy Statement. In sum, the Board of Directors recommends that you vote FOR Proposal 1 (each of the Board’s nominees for director described herein,herein), FOR theProposal 2 (the non-binding resolution to approve the compensation of our named executive officers,officers), and FOR theProposal 3 (the ratification of the appointment of BDO USA, LLPWolf & Company, P.C. (“Wolf & Co.”) to serve as our independent registered public accounting firm for the fiscal 2018.year ending September 30, 2023).
The proxy solicited hereby, if properly signed and returned to us and not revoked prior to its use, will be voted in accordance with your instructions. If no contrary instructions are given, each proxy signed and received will be voted in the manner recommended by the Board of Directors as set forth in the paragraph above and, upon the transaction of such other business as may properly come before the meeting,Annual Meeting, in accordance with the best judgment of the persons appointed as proxies. Proxies solicited hereby may be exercised only at the 2018 annual meeting andAnnual Meeting or any adjournment of the annual meetingAnnual Meeting and will not be used for any other meeting.
What vote is required to approve each item?
TheBecause the election of directors to occur at the Annual Meeting is not contested, so long as a quorum is present, the vote required for the election of each of the seven director nominees will be determined by a majority of votes cast by shareholders at the annual meeting. TheAnnual Meeting. So long as a quorum is present, the affirmative vote of a majority of the votes cast on the proposal is required to approve the non-binding resolution approving the compensation of our named executive officers and to ratify the appointment of BDO USA, LLPWolf & Co. as our auditors for the fiscal 2018.year ending September 30, 2023. Under the Pennsylvania Business Corporation Law,our Bylaws, abstentions and broker “non-votes” are not counted as votes cast.
PROPOSAL 1
ELECTION OF DIRECTORS |
Our Bylaws provide that our Board of Directors will consist of not less than five nor more than fifteen members, as determined from time to time by resolution of the Board.Board of Directors. Our Board of Directors has set the number of directors, effective as of the 2018 annual meeting,Annual Meeting, at eight.seven(7). All of the members of our current Board of Directors will stand for re-election this year for a one year term, except for George Steinmetz, who is not standing for re-election. Julia D. Corelli was appointed as a director effective January 1, 2018, and will stand for election at the 2018 annual meeting.one-year term.
Our Board of Directors has nominated the following eightseven individuals for electionre-election at the 2018 annual meeting,Annual Meeting, to serve for a one-year term and until their successors are elected and qualified, Howard Kent, Therese Woodman,qualified: Julia D. Corelli, Norman Feinstein, Andrew Fish, Howard Kent, Cynthia Felzer Leitzell, Stephen P. Scartozzi Julia D. Corelli and Anthony C. Weagley.
No director or nominee for director is related to any other director or executive officer of the Company by blood, marriage or adoption. Shareholders are not permitted to use cumulative voting for the election of directors. Our Board of Directors has determined that Messrs.each of Mr. Feinstein, Mr. Fish, Mr. Kent, Feinstein, Fish,Mr. Scartozzi, Ms. Julia D.Mrs. Corelli Ms. Woodman and Ms.Mrs. Leitzell are independent directors,is an “independent director,” as defined in the Nasdaq listing standards. In determining the independence of the directors, the Board of Directors considered certain amounts paid for property and legal services provided by certain directors or entities in which they have interests. This includes the following relationship that Mrs. Corelli has with the Company outside of her director position: Troutman Pepper Hamilton Sanders LLP, a law firm of which Mrs. Corelli is a partner, has been engaged by the Bank for legal services. During the fiscal year ended September 30, 2022, the law firm was paid approximately $39,000 for its services. This also includes the following relationship that Mr. Scartozzi has with the Company outside of his director position: The Hardware Store, a company of which Mr. Scartozzi is president, sells consumer goods to the Bank. During the fiscal year ended September 30, 2022, The Hardware Store was paid approximately $1,500 for consumer goods. After considering these relationships, the Board of Directors determined that such transactions and relationships would not interfere with the directors’ exercise of independent judgment in carrying out the responsibilities of a director.
Under our current Bylaws, nominees for director will each be elected by a majority of votes cast by shareholders at the 2018 annual meeting.Annual Meeting at which a quorum is present. If a nominee for director does not receive at least a majority of the votes cast at the 2018 annual meeting,any such Annual Meeting, and no successor was elected in his or her place, he or she is required to tender his or her resignation to the Board of Directors, and the Board of Directors, after considering the recommendation of the Board’s Nominating and Corporate Governance Committee, will thereafter consider whether to accept or reject the tendered resignation, or whether other action should be taken.
Unless otherwise directed, each proxy signed and returned by a shareholder will be voted for the election of the nominees for director as described herein.herein and as recommended by the Board. If any person named as a nominee should be unable or unwilling to stand for election at the time of the 2018 annual meeting,Annual Meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by our Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees named herein may not be able to serve as a director if elected.
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The following tables presenttable presents information concerning the nominees for director.All nominees listed below are being nominated for a one-year term expiring at next annual meeting of shareholders following the 2019 annual meeting.Annual Meeting.
Ages of the directors are reflected as of September 30, 2017.2022.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT FOR DIRECTOR.
Name | | Age | | Position with Malvern Bancorp and Principal Occupation During the Past Five Years | | Director Since |
Julia D. Corelli | | 62 | | Director. Mrs. Corelli is a partner at Troutman Pepper Hamilton Sanders LLP, a large U.S. law firm that resulted from the 2020 merger of Troutman Sanders, LLP and Pepper Hamilton LLP. Prior to the merger, Mrs. Corelli had been a partner at Pepper Hamilton for more than 25 years. Mrs. Corelli’s law practice focuses on counseling all kinds of investment vehicles on formation, regulation and operations, as well as counseling on business and transactions for family offices and private companies. Mrs. Corelli served for 12 years on Pepper Hamilton LLP’s governing body, including as its vice chair from 2013 to 2017. She also served for seven years as co-chair or chair of its Commercial Department. Mrs. Corelli has also served from 2014 to 2021 on the Board of Directors of BioIncept, LLC., a privately held biotech company, and from 2016 to 2022 on the Northeast Regional Board of Trustees of Boys & Girls Clubs of America. She is also a member of the Board of the Pepper Center for Public Service which she joined in 2019. | | 2018 |
| | Mrs. Corelli’s depth of experience and years of leadership in the legal profession, and her breadth of involvement in counseling a wide array of clients across diverse industries, further enhances the diversity of expertise and perspective available to our Board of Directors in leading our business. | | |||
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Norman Feinstein | | 75 | | Director. Mr. Feinstein is a senior managing and board member of Hampshire Stateside LLC, a private real estate company investing in institutional quality commercial real estate, where he has worked since 2019. Mr. Feinstein was formerly the vice chairman of The Hampshire Companies, a full-service, privately held, fully integrated real estate firm, with assets valued at over $2.5 billion. Mr. Feinstein served as the manager of The Hampshire Generational Fund and was a member of Hampshire’s Investment Committee. Prior to joining Hampshire in 1998, Mr. Feinstein was a practicing attorney for over 25 years, specializing in real estate law. Since June 2017, Mr. Feinstein has also served as a director of InPoint Commercial Real Estate Income, Inc. | | 2016 |
| | Mr. Feinstein’s experience and vast knowledge in real estate make him well qualified to serve as a director. | | |||
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Andrew Fish | | 39 | | Director. Mr. Fish is a managing member of The Real Estate Equity Company (“TREECO”) in Englewood, New Jersey, where he is responsible for leasing of the entire firm’s real estate portfolio, acquisitions and development projects. TREECO owns and manages over 1.5 million square feet of shopping centers. Prior to joining TREECO in 2009, Mr. Fish was the director of leasing for Vornado Realty Trust. Mr. Fish is also currently a director of American Spraytech in Branchburg, New Jersey. Also, since 2022 Mr. Fish has served on the North-East Regional Advisory Board of the Simon Wiesenthal Center in New York City. During his career, he has served on various boards including Union Center National Bank’s advisory board and the board of the Englewood Chamber of Commerce. | | 2016 |
| | Mr. Fish’s vast real estate experience and board level experience make him well qualified to serve as a director. | | |||
Howard Kent | | 75 | | Director and, since February 2016, Chairman of the Board of the Directors. Mr. Kent is a principal and co-founder of Real Estate Equities Group, LLC and its affiliated entities in Englewood, New Jersey, where Mr. Kent has worked since 2002. Mr. Kent served as director of ConnectOne Bancorp Inc., and ConnectOne Bank, from July 2014 to March 2015. Mr. Kent also served as chairman of the board of Union Center National Bank from 2013 to 2014 and as a director of Center Bancorp, Inc. from 2008 to 2014. | | 2015 |
| | Mr. Kent brings a strong banking background and over 50 years of real estate investment, finance, and management experience, along with years of leadership and community involvement and board level experience, which makes him well qualified to serve as a director. | |
The Board of Directors recommends that you vote FOR the election of the nominees named in this proxy statement for director.
Name | | Age | | Position with Malvern Bancorp and Principal Occupation During the Past Five Years | | Director Since |
Cynthia Felzer Leitzell | | 73 | | Director. Mrs. Leitzell is a partner and president of Leitzell & Economidis PC, a full-service firm of Certified Public Accountants located in Media, Pennsylvania, where she has worked since 2002. Mrs. Leitzell has previously served as chairman of the board of the Chester Water Authority from 2012 to 2022. She also served two four-year elected terms as Delaware County controller. | | 2016 |
| | Mrs. Leitzell’s experience in audit and accounting, and her experience and years of leadership and community involvement and board level experience, make her well qualified to serve as a director. | | |||
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Stephen P. Scartozzi | | 70 | | Director. Since 2008, Mr. Scartozzi has been president of The Hardware Center, Inc., a business located in Paoli, Pennsylvania that supplies building and hardware materials. | | 2010 |
| | Mr. Scartozzi’s background as a small business owner in Malvern Bank’s market area makes him well qualified to serve as a director. | | |||
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Anthony C. Weagley | | 61 | | Director. Mr. Weagley has served as President & Chief Executive Officer of Malvern Bancorp and Malvern Bank since September 2014. Mr. Weagley previously served as president and chief executive officer of Center Bancorp, Inc. and Union Center National Bank from 2007 to 2014. | | 2014 |
| | Mr. Weagley is recognized as a leader in the financial services industry with over 40 years of industry experience. His current roles at Malvern Bancorp and Malvern Bank, along with his prior experience serving as president, chief executive officer and director of a $1.7 billion national bank, makes him well qualified to serve as a director. | |
Nominees for Director for Term Expiring in 2019
Name | Age | Position with Malvern Bancorp and Principal Occupation During the Past Five Years | Director Since | |||
Julia D. Corelli | 57 | Director:Ms. Corelli has been a partner at Pepper Hamilton LLP for more than 23 years, with a practice focusing on counseling all kinds of investment vehicles on formation, regulation and operations, as well as business and transactions counseling to family offices and life science companies. Ms. Corelli has served for 12 years on Pepper’s governing body, including as its Vice Chair from 2013 to 2017. She is currently co-Chair of Pepper’s Commercial Department. Ms. Corelli has also served since 2014 on the Board of Directors of BioIncept, LLC., a privately held biotech company and since 2016 on the Northeast Regional Board of Boys & Girls Clubs of America.
Ms. Corelli’s depth of experience and years of leadership in the legal profession, and her breadth of involvement in counseling a wide array of clients across diverse industries, further enhances the diversity of expertise and perspective available to our board in leading our growing business | 2018 | |||
Norman Feinstein | 70 | Director. Mr. Feinstein is a Principal and Vice Chairman of The Hampshire Companies, a full-service, privately held, fully integrated real estate firm, with assets valued at over $2.5 billion. He serves as the Manager of The Hampshire Generational Fund and is a member of Hampshire’s Investment Committee. Prior to joining Hampshire in 1998, Mr. Feinstein had been a practicing attorney for over 25 years, specializing in real estate law.
Mr. Feinstein’s experience and vast knowledge in real estate make him well qualified to serve as a Director. | 2016 |
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Andrew Fish | 34 | Director. Mr. Fish is a Director of The Real Estate Equity Company (“TREECO”) in Englewood, New Jersey, where he is responsible for leasing of the entire firm’s real estate portfolio, acquisitions and development projects. TREECO owns and manages over 1.5 million square feet of shopping centers. Prior to joining TREECO in 2009, Mr. Fish had been the director of leasing for Vornado Realty Trust. Mr. Fish is also currently a director of American Spraytech, Branchburg, New Jersey. During his career, he served on various boards including Union Center National Bank’s Advisory Board, and the Board of the Englewood Chamber of Commerce.
Mr. Fish’s vast real estate experience makes him well qualified to serve as a Director. | 2016 | |||
Howard Kent | 70 | Director and, since February 2016, Chairman of the Board. Mr. Kent is a principal and co-founder of Real Estate Equities Group, LLC and its affiliated entities in Englewood, NJ. Mr. Kent served as Director of ConnectOne Bancorp Inc, and ConnectOne Bank, from July 2014 to March 2015. Mr. Kent also served as a Chairman of the Board of Union Center National Bank from 2013 to 2014 and as a Director of Center Bancorp, Inc. from 2008 to 2014
Mr. Kent brings a strong banking background and 40 years of real estate investment and management experience along with years of leadership and community involvement, which makes him well qualified to serve as a Director.
| 2015 | |||
Cynthia Felzer Leitzell | 67 | Director. Ms. Leitzell is a partner and president of Leitzell & Economidis PC, a full-service firm of Certified Public Accountants located in Media, PA. Ms. Leitzell has served as chairman of the board of the Chester Water Authority since 2012. She also served two four-year elected terms as Delaware County controller.
Ms. Leitzell’s experience in audit and accounting, and her experience and years of leadership and community involvement make her well qualified to serve as a Director.
| 2016 |
Stephen P. Scartozzi | 65 | Director. President of The Hardware Center, Inc., Paoli, Pennsylvania, since 2008.
Mr. Scartozzi’s background as a small business owner in the Bank’s market area makes him well qualified to serve as a Director.
| 2010 | |||
Anthony C. Weagley | 55 | Chief Executive Officer and President of Malvern Bancorp, Inc. and the Bank from September 23, 2014 to Present; President and Chief Executive Officer of Center Bancorp, Inc. and Union Center National Bank from 2007 to June 2014. | 2014 |
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Mr. Weagley is recognized as a leader in the financial services industry with over 35 years of industry experience. His prior experience of serving as President and CEO and Director of a $1.7 billion national bank makes him well qualified to serve as a Director. | ||||||
Therese H. Woodman | 65 | Director and, since October 2014, Vice-Chair of the Board. With her retirement as Manager of East Whiteland Township in 2017, Ms. Woodman capped off a 30-year career overseeing the operation of two Chester County municipal governments, each situated in prime development/redevelopment areas where she was known for finding strategic partners for advancing infrastructure needs and establishing governance boundaries to protect the rights of both residents and property owners.
Ms. Woodman brings a wealth of experience to the Board with respect to local community matters, particularly in the areas of planning and development, which makes her well qualified to serve as a Director | 2009 |
Executive Officers who areWho Are Not Also Directors
Joseph D. Gangemi, age 37,42, has served as SeniorExecutive Vice President of the Company and the Bank since December 2019, and Chief Financial Officer and Secretary of the Company and the Bank since May 26,2015. Prior to being promoted to Executive Vice President, Mr. Gangemi served as Senior Vice President since May 2015. Mr. Gangemi previously served as Treasurer/Investment Officer of the Company and the Bank from September 2014 to May 26, 2015. Prior thereto, Mr. Gangemi served as Senior Vice President, Corporate Secretary, Chiefsenior vice president, corporate secretary, chief of Staffstaff and head of Treasurytreasury at Union Center National Bank from 2004 to September 2014.
William J. Boylan, age 53,58, has served as Executive Vice President and Chief Lending Officer of Malvern Bancorp, Inc.the Company and the Bank since April 5, 2017. He served as Senior Vice President and Chief Lending Officer of the Company and the Bank since from April 25, 2016 to April 5, 2017. He also served as Senior Vice President and Chief Lending Officer of the Bank’s New Jersey Division from August 2015 to April 25, 2016. He previously served as Senior Vice Presidentsenior vice president of Commercial Lendingcommercial lending for ConnectOne Bank and its predecessor, Union Center National Bank, from 2008 to August 2015.
William H. Woolworth III, age 51, joined the Bank on August 13, 2015, as Senior Vice President and Chief Risk Officer. Mr. Woolworth also serves as Senior Vice President & Chief Risk Officer of Malvern Bancorp, Inc. since August 25, 2015. Previously, Mr. Woolworth was Senior Vice President and Director of Enterprise Risk Management, Chief Auditor and Chief Compliance Officer for Customers Bank, Phoenixville and Wyomissing, Pennsylvania from March 2010 to July 2015. Additionally, he was the Chief Risk Officer at First National Bank of Chester County, West Chester, Pennsylvania from 2007 to 2010 and the Director of Internal Audit for the Brokerage firm of Ferris, Baker Watts, Inc. in Baltimore, Maryland from 2005 to 2007.
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Nominations forto become a director of Malvern Bancorpthe Board are made by (i) a majority of the full Board of Directors.Directors or (ii) any shareholder entitled to vote at the Annual Meeting. The Board of Directors considers the recommendations of the Board’s Nominating and Corporate Governance Committee in selecting nominees for director. All of our directors participate in the consideration of director nominees and will consider candidates for director suggested by other directors, as well as our management and shareholders. A shareholder who desires to recommend a prospective nominee for the Boarddirector should notify our Corporate Secretary in writing with whatever supporting material the shareholder considers appropriate. Any shareholder wishing to make a nomination must follow our procedures for shareholder nominations, which are described herein under “Shareholder Proposals, Nominations and Communications with the Board of Directors.”
The charter of the Board’s Nominating and Corporate Governance Committee sets forth certain criteria the committee may consider when recommending individuals for nomination as a director, including: (a) ensuring that the Board of Directors, as a whole, is diverse (including at least two directors who self-identify as female, underrepresented minorities or LGBTQ+) and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC), local or community ties and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially. The committee also may consider the extent to which the candidate would fill a present need on the Board of Directors. Said differently, the Board is focused on ensuring that it is composed of individuals with diverse viewpoints, backgrounds, experiences, skillsets, perspectives and other demographics (including, gender, race, ethnicity and age). The Board believes that diversity is critical to thoroughly assess risk, anticipate challenges and scrutinize the complex and dynamic issues that impact the Company and its shareholders. The Nominating and Corporate Governance Committee’s view on the topic of diversity is multifaceted and includes, but is not limited to, gender, race, ethnicity, age, education, professional experience and independence. Creating a Board of diverse, but also complementary, individuals requires the Nominating and Corporate Governance Committee to balance each factor through a holistic approach. Such approach enables the Nominating and Corporate Governance Committee to identify and recommend, for the selection by a majority of the Board, the best director candidates.
Committees and Meetings of the Board of Directors
During the fiscal year ended September 30, 2017,2022, the Board of Directors of Malvern Bancorp met 1726 times. No director of Malvern Bancorp attended fewer than 75% of the aggregate of the total number of Board of Director meetings held during the period for which he or she has been a director and the total number of meetings held by all committees of the Board of Directors on which he or she served during the periods that he or she served.
Membership on Certain Board Committees.
The Board of Directors of Malvern Bancorp has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The membership of the committees set forth in the following paragraphs is as of the date of this proxy statement.Proxy Statement.
Audit Committee.
The Board of Directors has established an Audit Committee consisting of Ms.Mrs. Leitzell (Chair), Mr. Scartozzi and Messrs. Scartozzi, Steinmetz and Ms. Woodman.Mr. Kent. The Audit Committee reviews with management and the Company’s independent registered public accounting firm the systems of internal control, reviewsquarterly financial statements, and the annual financial statements, including the Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, and monitors Malvern Bancorp’s adherence in accounting and financial reporting to generally accepted accounting principles. The Board of Directors has evaluated the independence of each of the members of our Audit Committee and has affirmatively determined that (i) each of the members of our Audit Committee is comprised of four directors who are independent directors as defined inan “independent director” under the Nasdaq listing standards, and the rules and regulations(ii) each of the Securitiesmembers satisfies the enhanced independence standards under applicable SEC rules for audit committee service, and Exchange Commission.(iii) each of the members has the ability to read and understand fundamental financial statements. The Board of Directors has determined that Ms.Mrs. Leitzell meets the qualifications established for an audit committee financial expert inunder the rules and regulations of the Securities and Exchange Commission.SEC. The Audit Committee met five times in the fiscal 2017.year ended September 30, 2022. The Audit Committee charter as presently in effect is available on the Company’s website at ir.malvernfederal.comhttp://ir.malvernbancorp.com.
Compensation Committee
It is the responsibility of the Compensation Committee to set the compensation of our Chief Executive Officer as well as our other executive officers. The Compensation Committee consists of Mr. Kent (Chair), Mr. Feinstein, Mrs. Corelli and Mrs. Leitzell. The Compensation Committee met two times in the fiscal year ended September 30, 2022.
The Board of Directors has evaluated the independence of each of the members of the Compensation Committee and has affirmatively determined that each of the members of our Compensation Committee meets the definition of an “independent director” under the Nasdaq listing standards. The Board of Directors has also determined that each of the members of the Compensation Committee qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The role of the Compensation Committee is to oversee the Company’s compensation and benefit plans and policies, to administer the Company’s equity plans (including reviewing and approving equity grants to officers and directors) and to review and approve annually all compensation decisions relating to directors and elected officers, including those for the Company’s Named Executive Officers. The Compensation Committee works with management to develop relationships between pay levels, financial performance and returns to shareholders in order to align the Company’s compensation structure with the Company’s organizational objectives. The Compensation Committee may delegate some or all of its authority to any executive officer of the Company or any other person or persons designated by the Compensation Committee. The Compensation Committee charter as presently in effect is available on our website at http://ir.malvernbancorp.com.
The Compensation Committee discharges the responsibilities of the Board of Directors relating to the compensation of the Company’s executive officers and directors. The Compensation Committee has overall responsibility for evaluating and approving executive officer and director compensation plans and policies. The Compensation Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Compensation Committee. The Compensation Committee did not engage a compensation consultant during the 2022 or 2021 fiscal years. At the request of the Compensation Committee, Anthony Weagley, President and CEO, Joseph Gangemi, EVP and CFO, and the Director of Human Resources were invited to and participated in Compensation Committee meetings, and Mr. Gangemi additionally participates in Compensation Committee meetings from time to time to discuss performance targets and results with the Compensation Committee. However, the Compensation Committee makes the final determination regarding the compensation of the Named Executive Officers. Other than the executive officers noted above, no other executive officers participate in determining or recommending the amount or form of executive compensation.
Nominating and Corporate Governance Committee.
It is the responsibility of the Nominating and Corporate Governance Committee to, among other functions, recommend nominees for the consideration of the Board of Directors in selecting nominees for election at the annual meeting.meeting of shareholders. The Nominating and Corporate Governance Committee consists of Ms. WoodmanMessrs. Feinstein, Fish, Kent (Chair), Mr. KentScartozzi, Mrs. Corelli and Ms.Mrs. Leitzell. The Nominating and Corporate Governance Committee met two timesone time in the fiscal 2017.year ended September 30, 2022. The Board of Directors has evaluated the independence of each of the members of the Nominating and Corporate Governance Committee and has affirmatively determined that each of the members of our Nominating and Corporate Governance Committee meets the definition of an “independent director” under the Nasdaq listing standards. The Nominating and Corporate Governance Committee members are independent directors,charter as definedpresently in the Nasdaq listing standards. The committee’s chartereffect is available on our website athttp://ir.malvernfederal.com.ir.malvernbancorp.com.
Hedging Policy
The Company has adopted a policy that prohibits its employees, officers and directors from engaging in any short sale of the Company's securities. The Company's policy also prohibits executive officers and directors from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s securities such as zero cost collars and forward sale contracts, or any other similar type of financial transaction entered into for such purpose unless there are valid and legitimate reasons for engaging in such transactions and such transactions are pre-cleared with the Company's Stock Compliance Officer at least two weeks in advance of the proposed transaction.
Compensation Committee. It is the responsibility of the Compensation Committee to set the compensation of our Chief Executive Officer as well as the other named executive officers. The Compensation Committee consists of Messrs., Kent (Chair), Feinstein, Steinmetz and Ms. Leitzell. The Compensation Committee met twice in fiscal 2017. Each of the members of the Compensation Committee is an independent director as defined in the Nasdaq listing standards. The committee’s charter is available on our website athttp://ir.malvernfederal.com.
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Board Leadership Structure and the Board’sBoard’s Role in Risk Oversight
Anthony C. Weagley serves as our President and Chief Executive Officer and Howard Kent serves as Chairman of the Board and Therese Woodman serves as Vice Chair of the Board.Directors. The Board of Directors has determined that separation of the offices of Chairman of the Board and President and Chief Executive Officer enhances our Board of Directors independence and oversight. Further, the separation of the Chairman of the Board of Directors permits the President and Chief Executive Officer to better focus on his responsibilities of managing the daily operations of Malvern Bancorp, enhancing shareholder value and expanding and strengthening our franchise, while allowing the Chairman to lead the Board of Directors in its fundamental role of providing independent oversight and advice to management. Mr. Kent is an independent director“independent director” under the rules of the Nasdaq Stock Market.listing standards.
Risk is inherent with every business, particularly financial institutions. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputational risk.risk, all as more fully set forth in the “Risk Factors” section in our 2022 Annual Report. Management is responsible for the day-to-day management of the risks Malvern Bancorp encounters, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to ensure that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board of Directors receives reports on this topic from the Company’s executive management, other officers of the CompanyBank, and the Chairpersons of the Company/Bank’s Audit, Asset-Liability/Enterprise Risk Management, and Compliance Committees. The Chairman of the Board of Directors and the Board’s independent directors work together to provide strong, independent oversight of Malvern Bancorp’s management and affairs through its committees and meetings of independent directors. The Company believes that its Board of Directors leadership structure supports this approach to risk management.
Directors’Directors’ Attendance at Annual Meetings
Directors are expected to attend theeach annual meeting of shareholders absent a valid reason for not doing so. In 2017, allAll of our directors attended our 2022 annual meeting of shareholders.shareholders, which was held virtually.
Directors’Directors’ Compensation
We do not pay separate compensation to directors for their service on the Board of Directors of Malvern Bancorp. Fees are paid to directors by the Bank only.only, and all of our directors serve on both the Boards of Directors of the Company and the Bank. Each of our directors, other than Mr. Weagley, receives an annual retainer of $25,000.$26,500. The Bank’s Chairman of the Board of Directors currently receives an additional annual retainer of $10,000 and the Vice Chair$10,600. Each of our directors, other than Mr. Weagley, currently receives an additional annual retainer of $7,500. Our directors, except for our President and Chief Executive Officer, currently receive a fee of $800$1,018 for attending regularly scheduled monthly Board of Directors meetings of the Bank and for any special meetings of the Board beginning with the fourth special Board meeting. The Chairof Directors meeting on an annual basis. Each of the Chairs of the Audit Committee and Loan Committee receives an additional fee $7,500retainer of $7,950 per year. Board members receive a fee of $300$318 for attending each committee meetings on which they serve, except for members of the Nominating and Corporate Governance Committee.Committee who do not receive any such fee. Pursuant to the Company’s amended and restated Director Stock Ownership Policy, seventy-five percent (75%) of the cash fees paid to each director of the Company are used to purchase fully vested, unrestricted shares of common stock of the Company. The Company’s transfer agent uses the seventy-five percent (75%) of the cash fees to purchase these shares of common stock on the open market, on behalf of each director; each non-employee director’s purchase of such shares constitutes a trading plan established to comply with Rule 10b5-1 of the Exchange Act. The remaining twenty-five percent (25%) of the fees payable to the directors are received by the directors in the form of cash.
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The table below summarizes the total compensation paid by the Bank to those persons who served as our non-employee directors for the fiscal year ended September 30, 2017.2022.
Name(1) | Fees Earned or Paid in Cash | Stock Awards | Stock Options | All Other Compensation | Total | |||||||||||||||
Norman Feinstein | $ | 38,500 | $ | 14,700 | $ | 6,994 | — | $ | 60,194 | |||||||||||
Andrew Fish (2) | $ | 37,817 | $ | 14,700 | $ | 6,994 | — | $ | 59,511 | |||||||||||
Howard Kent | $ | 57,900 | $ | 14,700 | $ | 6,994 | $ | 79,594 | ||||||||||||
Cynthia Felzer Leitzell | $ | 45,800 | $ | 14,700 | $ | 6,994 | — | $ | 67,494 | |||||||||||
Stephen P. Scartozzi | $ | 40,800 | $ | 14,700 | $ | 6,994 | — | $ | 62,494 | |||||||||||
George E. Steinmetz (3) | $ | 38,400 | $ | 14,700 | $ | 6,994 | — | $ | 60,094 | |||||||||||
Therese Woodman | $ | 43,000 | $ | 14,700 | $ | 6,994 | — | $ | 64,694 | |||||||||||
John O’Grady (4) | $ | 12,212 | — | — | — | $ | 12,212 |
Name | Fees Earned or Paid in Cash | Stock Awards | Stock Option Awards | All Other Compensation | Total |
Julia Corelli | $ 43,678 | $11,235 | $5,928 | $ - | $60,841 |
Norman Feinstein | $ 47,304 | $11,235 | $5,928 | $ - | $64,467 |
Andrew Fish | $ 46,222 | $11,235 | $5,928 | $ - | $63,385 |
Howard Kent | $ 64,772 | $11,235 | $5,928 | $ - | $81,935 |
Cynthia Felzer Leitzell | $ 52,582 | $11,235 | $5,928 | $ - | $69,745 |
Stephen Scartozzi | $ 47,494 | $11,235 | $5,928 | $ - | $64,657 |
In the table aboveabove:
When we refer to “Fees Earned or Paid in Cash”, we are referring to all cash fees that we paid or were accrued in the fiscal year ended September 30, 2022, including annual retainer fees, committee and/or chairmanship fees and meeting fees, and
When we refer to “stock awards” or “stock options”, we are referring to the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. On March 28, 2017, weMay 3, 2022, each of Messrs. Feinstein, Fish, Kent, and Scartozzi and Mrs. Leitzell and Mrs. Corelli was granted 700 shares of restricted stock and stock options to purchase 1,000 shares of common stock at an exercise price of $21.00$15.96 per share, andshare. The 700 shares of restricted stock to each of our directors who was serving as such on that date. Both the stock options and the restricted stock vest in five 20% increments, beginning on the one year afteranniversary of the grant date and vesting 20% on each of grant.the four anniversaries of the grant date thereafter. The stock options become exercisable in five 20% increments, beginning on the one year anniversary of the grant date and vesting 20% on each of the four anniversaries of the grant date thereafter, and expire on May 3, 2032.
The aggregate number of option awards outstanding for each director at September 30, 2017 were as follows: for Mr. Feinstein, 1,000 shares (all of which were unexercisable on September 30, 2017); for Mr. Fish, 1,000 shares (all of which were unexercisable on September 30, 2017); Mr. Kent, 2,000 shares (of which 200 shares were exercisable and the remainder were unexercisable on September 30, 2017); Mrs. Leitzell, 1,000 shares (all of which were unexercisable on September 30, 2017); Mr. Scartozzi, 2,000 shares (of which 200 shares were exercisable and the remainder were unexercisable on September 30, 2017); Mr. Steinmetz, 2,000 shares (of which 200 shares were exercisable and the remainder were unexercisable on September 30, 2017); and Ms. Woodman, 2,000 shares (of which 200 shares were exercisable and the remainder were unexercisable on September 30, 2017). The only restricted shares held by the directors as of September 30, 2017 were the restricted shares granted in March 2017.
None of the directors received any nonqualified deferred compensation earnings during the fiscal 2017.
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year ended September 30, 2022.
REPORT OF THE AUDIT COMMITTEE
The functions of the Audit Committee include the following: performing all duties assigned by the Board of Directors, pursuant to the Audit Committee’s charter and otherwise, reviewing with management and theour independent registered public accounting firm the basis for the reports issued by the Bank and the Company pursuant to federal regulatory requirements, selecting theour independent registered public accounting firm, overseeing the scope of theirits audit services, assessing the adequacy of the internal controls and the resolution of any significant deficiencies or material control weaknesses, assessing compliance with laws and regulations, and overseeing the internal audit function. The Audit Committee also reviews and assesses the adequacy of its Chartercharter on an annual basis.
In connection with the preparation and filing of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2022, the Audit Committee (a) reviewed and discussed the audited financial statements with our management, (b) discussed with BDO USA,Wolf &Co. and Baker Tilly US. LLP ("Baker Tilly"), our independent registered public accounting firm,firms for years ended September 30, 2022 and September 30, 2021, respectively, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 (Communications with Audit Committees),in Rule 3200T, and (c) has received and reviewed the written disclosures and the letter from BDO USA, LLPWolf & Co. and Baker Tilly required by the rulesapplicable requirements of the PCAOB regarding BDO USA, LLPWolf & Co.’s and Baker Tilly's communications with the Audit Committee concerning independence, and has discussed with BDO USA, LLPWolf & Co. and Baker Tilly of its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 20172022, for filing with the Securities and Exchange Commission.SEC.
Members of the Audit Committee | |
Cynthia Felzer Leitzell, Chair | |
| |
Stephen Scartozzi |
Summary Compensation Discussion and AnalysisTable
The primary objectivefollowing table sets forth a summary of our executive compensation program is to attract and retain talented and motivated executive officers that will contribute to the Company’s overall success. Executive officers are instrumental to supporting growth and profitability as well as minimizing risk, resulting in the advancement of shareholder interests. The performance of each of the executive officers has a potentially vital impact on our profitability; therefore, we believe the design and administration ofcertain information concerning the compensation program is of considerable importance.
Executive Compensation Philosophy
Our compensation philosophy is dictatedpaid by the Compensation Committee ofBank for services rendered in all capacities during the fiscal years ended September 30, 2022 and 2021 to our Board of Directors. The duties and responsibilities of the Compensation Committee, which consists entirely of independent directors of the Board, are to:
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Our Compensation Objectives and the Focus of Our Compensation Rewards
We believe that an appropriate compensation program should draw a balance between providing rewards to executive officers while at the same time effectively controlling compensation costs. We reward executive officers in order to attract highly qualified individuals, to retain those individuals in a highly competitive marketplace for executive talent and to incentivize them to perform in a manner that maximizes our corporate performance. Accordingly, we have sought to structure our executive compensation with a focus on pay-for-performance. We seek to offer executive compensation programs that align each individual’s financial incentives with our strategic direction and corporate values.
We view executive compensation as having three key elements:
These programs aim to provide our executives with an overall compensation package that is competitive with comparable financial institutions, and aligns individual performance with our long-term business objectives.
We annually review our mix of short term performance incentives versus longer term incentives, and incorporate in our compensation reviews the data from studies performed as to appropriate competitive levels of compensation and benefits. We do not have set percentages of short term versus long term incentives. Instead, we look to provide a reasonable balance of those incentives.
We also periodically “benchmark” our compensation programs to industry available databases and to a peer group. The process has involved hiring independent compensation consulting firms to perform studies that employ the following processes:
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Our chief executive officer participates in determinations regarding the compensation and design of our benefit programs for all employees, but does not participate in setting his own compensation.
During fiscal 2017, the Compensation Committee engaged Compensation Advisors (“Compensation Advisors”) to assist with the assessment and market review ofprincipal executive officer and director compensation and related benefits. Compensation Advisors provided no services to and received no fees fromour two other most highly compensated executive officers who were serving as executive officers as of September 30, 2022. Malvern Bancorp, the Company, or its affiliates, other than in connection with the engagement entered into by the Compensation Committee. There are no personal relationships between Compensation Advisors and any memberholding company of the Compensation Committee other than in respect of the engagement. No employee of Compensation Advisors owns any stock of the Company and there are no business or personal relationships between Compensation Advisors and anyBank, has not paid separate cash compensation to our executive officer of the Company other than in respectofficers. We refer to the engagement entered into by the Compensation Committee of the Company.these three executives as our “Named Executive Officers”.
| Non-Equity | ||||||
Stock | Incentive Plan | All Other | |||||
Fiscal | Salary | Bonus | Awards | Compensation | Compensation | Total | |
Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) |
Anthony C. Weagley | |||||||
Chief Executive Officer | 2022 | 539,873 | 108,650 | 122,368 | — | 63,081 | 876,434 |
and President of Malvern | |||||||
Bancorp and the Bank | 2021 | 539,873 | 108,650 | 72,386 | — | 49,362 | 770,271 |
Joseph D. Gangemi | |||||||
Executive Vice President, | 2022 | 303,565 | — | 9,858 | 18,388 | 31,266 | 362,037 |
Chief Financial Officer | |||||||
and Secretary of Malvern | |||||||
Bancorp and the Bank | 2021 | 273,088 | — | 13,454 | 24,992 | 22,900 | 334,435 |
William J. Boylan | |||||||
Executive Vice President | 2022 | 248,767 | — | — | 39,193 | 33,341 | 331,029 |
and Chief Lending Officer of | |||||||
Malvern Bancorp and the Bank | 2021 | 240,875 | — | 12,634 | 34,388 | 38,260 | 326,156 |
In addition to input from our compensation consultant, the Committee also considers input from the Company’s Chief Executive Officer regarding base salary, bonuses and other benefits for named executive officers other than the Chief Executive Officer. Although the Committee considers such input, the Compensation Committee has final authority on compensation matters for all named executive officers.
The Compensation Committee utilized a proxy peer group to review compensation levelsamounts shown in the “Bonus” column for Mr. Weagley for the executive teamfiscal years ended September 30, 2022 and Board of Directors. The purpose2021 were paid to him as a result of the peer group is to provide relative comparative data to assist the Boardachievement of specific performance goals under a performance bonus plan outlined in making sound decisions relative to the compensation practiceshis December 11, 2018 Employment Agreement. See below for a description of the Bank. An initial group of public institutions was narrowed based on relevant criteria, including asset size, geographic location, number of offices, number of employees, and performance metrics. The resulting peer group for the 2017 fiscal year is comprised of 19 banks with 2016-year end assets between $1.372 billion and $4.426 billion.
During fiscal 2017, Compensation Advisors was asked to perform a base salary review of the employees at the Bank. Each incumbent position was compared to current market pricing for similar positions from our sources. This allows positions that have skills that are portable to industries outside of banking to be benchmarked on a more global scale. Each position was compared to positions with similar job responsibilities. Actual job responsibilities may vary among the same job titles. The Bank continues to re-benchmark positions when a job description is changed or a new position is created. In addition to the base salary review, Compensation Advisors completed a comprehensive executive compensation review and a director compensation review.
2017 Peer Group
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Components of the Compensation Programsuch Employment Agreement.
The elementsamounts shown in the “Stock Awards” column for Mr. Weagley for the fiscal year ended September 30, 2022 represent two grants of both restricted and non-restricted shares that were awarded to him in accordance with his Employment Agreement. Of the total grant amount, $72,380 represent the grant date fair value of the compensation programs fornon-restricted share grant which is considered “additional base compensation” under his Employment Agreement, and $49,988 represents the Company’s executive officers, which are base salary, cash incentives, equity incentives, and benefits, are detailed below. While the Compensation Committee considers total compensation when reviewing benchmarking data, one component does not specifically affect another as they each serve unique purposes. In addition to providing a benefit to the executive each component serves the purpose of either attracting or retaining talent.
The Compensation Committee views base salary as the foundationgrant date fair value of the compensation program and is a primary consideration for attracting experienced talent. We establish our executive officers’ base salaries primarily using criteria that includes technical expertise, individual responsibility level, organizational performance andrestricted shares granted to him under the competitive data for the peer group identified above and believe that base salaries should be paid at a level that affords us the ability to hire and retain experienced individuals in our industry that can effectively contribute to the achievement of our strategic business goals.
Base salary for the Chief Executive Officer is set by the Committee on an annual basis. Base salaries for the executive officers other than its Chief Executive Officer are made on an annual basis and are based upon recommendations by the Chief Executive Officer. The factors for the Committee’s compensation decisions include Bank financial performance, industry base salaries within the Peer Group, the nature and responsibilities of the position, the contribution and experience of the officer, and the length of the officer’s service with the Bank. The Committee also considers recommendations from the compensation consultant.
Executive Achievement Incentive Compensation Plan
The Executive Achievement Incentive Compensation Plan (“EAICP”("EAICP").
The amounts shown in the “Stock Awards and Non-Equity Incentive Plan Compensation” columns for Mr. Gangemi represent restricted shares granted and other amounts paid under the EAICP. The EAICP is a performance-based incentive program designed to reward key executives and reinforce the goals of the Bank for profitable growth and achievement of Company financial objectives. For fiscal 2017, all Named Executive Officers (as defined herein) other than Mr. Weagley participated in the EAICP.
The EAICP provides the executive with the opportunity to earn both equity and non-equity (cash) awards, expressed as a percentage of salary. Individuals aeare assigned specific objectives throughout the year, which comprise each individual’s “personal” goals. These personal goals typically represent 50% of the total available payout and can range up to 100% of the total available payout under the EAICP. The other component may be a “Bank” goal, which typically accounts for up to 50% of the total payout but is usually no more than 25% of the total available payout.
Performance metrics include a number of key performance factors, including profitability, growth, and financial operating condition. The 2017For the fiscal year ending September 30, 2022, performance metrics included return on assets, return on equity, net income before tax, loan growth, non-performing assets, and a composite score for achievement of other annual objectives.
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Incentive awards payableIn connection with the Company’s performance for the fiscal years ended September 30, 2022 and 2021, under the EAICP, Mr. Gangemi earned $28,246 and $38,446, respectively. Such incentive was paid to Mr. Gangemi 65% in cash and 35% in restricted stock.
For the fiscal years ended September 30, 2022 and 2021 Mr. Gangemi received $9,858 and $13,454 share value, respectively, of restricted stock, granted at the five day average for the previous five trading days prior to the date of grant. Such grant of restricted stock was made to him in the fiscal 2017 were based on a percentyears ended September 30, 2022 and 2021 and is shown under the “Stock Awards” column.
For the fiscal years ended September 30, 2022 and 2021 Mr. Gangemi received $18,388 and $24,992 respectively of base salarycash was made to him in the fiscal years ended September 30, 2022 and ranged from 0- 15 percent. Each participant’s possible award included one or more of2021 as shown under the above criteria, with“Non-Equity Incentive Plan Compensation” column.
The amounts shown in the maximum amount possible not to exceed 100% of“Stock Awards” columns for Mr. Boylan represent amounts paid under the potential award. See “Grant of Plan Based Awards” for aEAICP. The description of the amounts that could have been earnedEAICP is noted above.
For the fiscal year ended September 30, 2021 Mr. Boylan received $12,634 share value of restricted stock, granted at the five day average for the previous five trading days prior to the date of grant. Such grant of restricted stock was made to him in the fiscal year ended September 30, 2021 and is shown under the EAICP by“Stock Awards” column. Mr. Boylan did not receive any similar award for the Named Executive Officers for fiscal 2017.year ended September 30, 2022.
The three Named Executive Officers who participatedamounts shown in the EAICP“Non-Equity Incentive Plan Compensation” column for fiscal 2017 received awardsMr. Boylan represent amounts paid to him under the EAICP for fiscal 2017 performance, as their respective goals were met. See the “Summary Compensation Table.”
The Bank’s lending officers are eligible to participate in the Loan Incentive Plan (the “Lender Plan”), which. The Lender Plan provides an annuala semi-annual incentive payout based on quarterly loan originations that meet certain underwriting standards. Quarterly originations must meet a hurdle of $2.0 million for a payout to occur. Incentive amounts are based on the achievement of individual goals (weighted at 30%) and Bank-wide goals (weighted at 70%). The Compensation Committee can make discretionary adjustments to the quarterly incentive payout amounts.
Employees’ Savings & Profit Sharing Plan
The Bank maintains an Employees’ Savings & Profit Sharing Plan (the “401(k) Plan”), for its employees, including executive officers. Eligible employees may defer up to 6% of their salaries, with a matching contribution made by the Bank up to a specified limit determined annually by the Board of Directors. The Bank also may make additional discretionary contributions. We made 401(k) Plan matching contributions of $114,886 and $83,481, respectively, in fiscal 2017 and fiscal 2016.
In 2008, the Company established an employee stock ownership plan (the “ESOP”) for all eligible employees. As part of the Bank’s mutual holding company reorganization, the ESOP purchased 241,178 shares of common stock of Malvern Federal Bancorp utilizing a $2.6 million loan from the Company. The loan to the ESOP is being repaid over its term of 18 years and shares are released for allocation to employees’ accounts as debt service payments are made. Shares released from the suspense account are allocated to each eligible participant’s plan account pro rata based on compensation. Forfeitures may be used for the payment of expenses or be reallocated among the remaining participants. Participants become 100% vested after three years of service. Participants also become fully vested in their account balances upon a change in control (as defined), death, disability or retirement. Benefits are payable upon retirement or separation from service. The current ESOP trustee is Pentegra.
Other Benefits
Change in Control Arrangements
On May 25, 2017, the following agreements were executed:
William “Bill” Woolworth, Senior Vice President and Chief Risk Officer of the Company and the Bank, is a party to a Change of Control Agreement with the Bank dated May 23, 2016.
See “Agreements with Named Executive Officers.”
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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.
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
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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.
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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.
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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 $16,532, representing the fair market value, on December 31, 2016, of 781 shares allocated to Mr. Woolworth’s ESOP account on such date.
During the fiscal 2017, the only equity incentive plan awards made to our Named Executive Officers were shares of stock, granted on January 31, 2017 under the Company’s 2014 Long-Term Incentive Compensation Plan. These shares granted to Messrs. Gangemi, Boylan and Woolworth are restricted shares, and vest in 20% increments beginning on the one year anniversary of the grant date. The shares granted to MR. Weagley are non-restricted shares that were granted to him in accordance with his Employment Agreement. The Named Executive Officers did not receive option awards in fiscal 2017
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In addition, certain of our Named Executive Officers earned non-equity incentive plan awards for fiscal 2017 in the form of cash under the EAICP. These cash amounts are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. The information in the table below under columns (c), (d) and (e) pertain to these cash incentive awards. For a description of the EAICP, see the “Compensation Discussion and Analysis.”
The information in the table below in the columns under “Estimated Possible Payouts Under Equity Incentive Plan Awards are denominated in dollars, although the applicable payouts are payable in grants of stock under the Company’s 2014 Long-Term Incentive Compensation Plan.
Name (a) |
Grant Date |
Estimated Possible Payouts Under |
Estimated Possible Payouts Under | All other (#)(i) |
Grant | ||||
Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold ($)(f) | Target ($)(g) | Maximum ($)(h) | ||||
Anthony C. Weagley | 01/31/2017 | 0 | 0 | 0 | 0 | 0 | 0 | 3,163 | 65,000 |
Joseph D. Gangemi | 01/31/2017 | 0 | 23,375 | 37,400 | 0 | 23,375 | 37,400 | 923 | 18,697 |
William Boylan | 01/31/2017 | 0 | 29,375 | 47,000 | 0 | 29,375 | 47,000 | 1094 | 22,482 |
William H. Woolworth III | 01/31/2017 | 0 | 21,875 | 35,000 | 0 | 21,875 | 35,000 | 936 | 19,236 |
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Outstanding Equity Awards at Fiscal Year End
The following table sets forth, for each of the Named Executive Officers, information regarding restricted stock awards outstanding atended September 30, 2017. As of September 30, 2017,2022 and 2021, no Named Executive Officer held any stock options.
Name (a) | Stock Awards | |
Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | |
Anthony C. Weagley | 0 | 0 |
Joseph D. Gangemi | 1,495 | $39,991 |
William Boylan | 1,342 | $35,899 |
William H. Woolworth III | 1,193 | $31,913 |
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 $26.75, by the applicable number of shares of our common stock underlying each Named Executive Officer’s restricted stock awards.
At September 30, 2017:
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The following table sets forth, for eachoptions, nor did any of the Named Executive Officers information regarding stock awards that vested during fiscal 2017. The phrase “value realized on vesting” represents the number of shares of common stock set forth in column (d) multiplied by the market prize of our common stock on the date on which the Named Executive Officer’s stock award vested.
Name (a) | Stock Awards | |
Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | |
Anthony C. Weagley (1) | 0 | 0 |
Joseph D. Gangemi | 143 | $3,825 |
William Boylan | 62 | $1,659 |
William H. Woolworth III | 64 | $1,712 |
(1) Mr. Weagley was granted 3,163 shares of non-restricted stock on January 31, 2017.
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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.
Plan Category | (a) |
| (b) Exercise Price Of | (c) Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) |
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Equity Compensation Plans Approved by Shareholders | 11,000 | $ | 19.19 | 374,789 | ||||||||
Equity Compensation Plans Not Approved by Shareholders | — | — | — | |||||||||
TOTAL | 11,000 | $ | 19.19 | 374,789 |
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.
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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.
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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.
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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.
Stock Awards | ||
Number of Shares or | Market Value of Shares | |
Units of Stock That | or Units of Stock That | |
Named Executive | Have Not Vested | Have Not Vested |
Officer | (#) | ($) |
(a) | (b) | (c) |
Anthony C. Weagley | 9,134 | $131,256 |
Joseph D. Gangemi | 1,607 | $23,093 |
William Boylan | 998 | $14,341 |
In the table on the last day of the Company’s 2017 fiscal year (September 30, 2017):above, we are disclosing:
Termination by Company Without Cause or Resignation by Executive for Good Reason (absent a Change of Control) | Termination by Company Without Cause or Resignation by Executive for Good Reason (after a Change of Control) (1) | Termination Due to Death, Disability or Retirement (at or after age 65) | ||||||||||
Anthony C. Weagley (2) (3) | ||||||||||||
Cash severance (4) | $ | 1,560,000 | $ | 1,560,000 | — | |||||||
Acceleration of Restricted Stock | — | — | — | |||||||||
Welfare Benefits | $ | 8,516 | $ | 8,516 | — | |||||||
Total | $ | 1,568,516 | $ | 1,568,516 | ||||||||
Joseph D. Gangemi | ||||||||||||
Cash severance (5) | — | $ | 281,160 | — | ||||||||
Acceleration of Restricted Stock (6) | — | $ | 39,992 | $ | 39,992 | |||||||
Welfare Benefits (7) | — | $ | 9,828 | — | ||||||||
Total | $ | 330,980 | ||||||||||
William Boylan | ||||||||||||
Cash severance (8) | $ | 470,000 | $ | 470,000 | — | |||||||
Acceleration of Restricted Stock (6) | $ | 35,899 | $ | 35,899 | ||||||||
Welfare Benefits (7) | — | — | — | |||||||||
Total | $ | 470,000 | $ | 505,899 | ||||||||
William H. Woolworth III | ||||||||||||
Cash severance (9) | — | $ | 175,000 | — | ||||||||
Acceleration of Restricted Stock (6) | — | $ | 31,913 | $ | 31,913 | |||||||
Welfare Benefits (7) | — | $ | 5,229 | — | ||||||||
Total | $ | 212,142 |
(1) Includes, in column (b), the casenumber of Messrs. Gangemi, Boylan and Woolworth, a terminationshares of our common stock covered by the Company without Cause or a resignation by the executive for Good Reason during the ninety (90) period preceding a Change of Control, as such terms are used in their respective Change of Control Agreements.
(2) Includes a termination of employment due to the Company’s or the Bank’s failure to renew the term of the executive’s employment agreement.
(3) The Company and the Bank, respectively, are responsible for 50% of the payments and benefits due Mr. Weagley.
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(4) The cash severance amount, which is equal to three 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. Weagley’s annual base salary in effectrestricted stock awards that were not vested as of September 30, 2017.2022; and
(5) The cash severance amount, which is equal to 150% ofin column (c), 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. Gangemi’s base salary in effectaggregate market value as of September 30, 2017.2022 of the stock awards referenced in column (b).
(6) These figures represent, based onIn calculating the market values of restricted stock in the table above, we have multiplied the closing market price of the Company’sa share of our common stock on September 29, 2017 ($26.75 per share),30, 2022, the aggregate valuelast trading day in the fiscal year ended September 30, 2022, which was $14.37, by the applicable number of outstandingshares of our common stock underlying each Named Executive Officer’s restricted stock awards.
At September 30, 2022:
Mr. Weagley held a total of 9,134 shares of restricted stock, awarded towhich vest as follows: (i) 1,969 vest on each officer, the vesting of which would accelerate in the eventJanuary 9, 2023, 2024 and 1,971 vest on January 9, 2025 (ii) 645 vest on each of January 31, 2023, 2024, 2025, 2026 and 2027.
Mr. Gangemi held a terminationtotal of such officer’s employment under the circumstances presented. The number of1,607 shares of restricted stock, for which vesting would acceleratevest as follows: (i) 185 shares vest on December 6, 2023; (ii) 105 shares vest on each of December 20, 2023 and 2024 (iii) 144 shares vest on each of April 1, 2023, 2024, 2025 and 2026 (iv) 127 shares vest on each of January 31, 2017 is2023, 2024, 2025, 2026 and 128 shares vest on January 31, 2027.
Mr. Boylan held a total of 998 shares of unvested restricted stock, which vest as follows: Mr. Gangemi, 1,495 shares; Mr. Boylan, 1,342 shares;(i) 229 shares vest on February 26, 2023 and Mr. Woolworth, 1,193 shares. The restricted2024 (ii) 136 shares fully vest in the eventon each of a Change in Control as defined in our Long-Term Incentive Plan without regard to termination of employment, but are also included in the column showing amounts payable in connection with an involuntary termination after a Change of Control.April 1, 2023, 2024, 2025 and 132 shares vest on April 1, 2026.
(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.
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
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 | 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) |
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Based upon filings made with the SEC pursuant to the |
(2) |
According to a filing under the Exchange Act made on |
(3) | According to a filing under the Exchange Act made on December 19, 2022, Lawrence Seidman has sole voting and dispositive power over |
(4) | According to a |
(5) | According to a |
(6) | Includes |
(7) | Includes |
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 |
(11) | Includes |
(12) | Includes |
(13) | Includes |
(14) | Includes |
(15) |
Includes an aggregate of |
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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.
|
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
|
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.
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 | 43,353 | 30,000 | $0 | $31,975 | $46,820 | ||||||
All other fees | — | — | — | — | — | ||||||
Total | $ | 477,865 | $ | 261,701 | $361,000 | $147,075 | $551,420 |
(1) | Audit fees consist of fees incurred in connection with the |
(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
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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
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.
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