Magyar Bancorp Sets Feb 2026 Annual Meeting for Director Elections, Exec Pay Vote

TL;DR

**MGYR's upcoming annual meeting is a routine governance check, but the executive compensation vote is a key signal for investor sentiment on leadership performance.**

AI Summary

Magyar Bancorp, Inc. (MGYR) is holding its Annual Meeting on February 11, 2026, to elect two directors, conduct an advisory vote on executive compensation, and ratify S.R. Snodgrass, P.C. as its independent auditor for the fiscal year ending September 30, 2026. As of December 18, 2025, there were 6,536,151 shares of common stock outstanding and eligible to vote. The company, a Delaware corporation and bank holding company for Magyar Bank, reported $997 million in total assets as of September 30, 2025. Key beneficial owners include Alliance Bernstein, L.P. with 9.56% (625,147 shares), the Magyar Bank Employee Stock Ownership Plan with 7.07% (462,209 shares), and M3 Funds, LLC with 5.06% (330,732 shares). CEO John S. Fitzgerald holds 2.9% (191,158 shares), and CFO Jon R. Ansari holds 2.1% (142,717 shares). The Board unanimously recommends voting 'FOR' all proposals, emphasizing the importance of stockholder participation to avoid additional solicitation costs.

Why It Matters

This DEF 14A filing outlines the governance priorities for Magyar Bancorp, impacting investors through director elections and the advisory vote on executive compensation, which signals board accountability. The ratification of S.R. Snodgrass, P.C. as auditor is crucial for maintaining financial transparency and investor confidence. In a competitive banking landscape, strong governance and clear executive incentives are vital for Magyar Bancorp to attract and retain capital, especially with $997 million in total assets as of September 30, 2025, positioning it against larger regional banks.

Risk Assessment

Risk Level: low — The filing primarily details routine annual meeting procedures, including director elections and auditor ratification, which are standard corporate governance items. There are no immediate red flags or significant changes in strategy or financial health indicated, with the company reporting $997 million in total assets as of September 30, 2025.

Analyst Insight

Investors should review the executive compensation details in the full proxy statement to inform their advisory vote, as this reflects the board's view on performance. Ensure your vote is cast by February 11, 2026, to support preferred director nominees and auditor ratification, directly influencing the company's governance.

Executive Compensation

Key Numbers

• $997 million — Total Assets (As of September 30, 2025, for Magyar Bancorp)
• 6,536,151 — Shares Outstanding (As of December 18, 2025, eligible to vote)
• 9.56% — Alliance Bernstein, L.P. Ownership (Beneficial ownership as of December 18, 2025)
• 7.07% — Magyar Bank ESOP Ownership (Beneficial ownership as of December 18, 2025)
• 5.06% — M3 Funds, LLC Ownership (Beneficial ownership as of December 18, 2025)
• 2.9% — John S. Fitzgerald Ownership (Beneficial ownership as of December 18, 2025)
• 2.1% — Jon R. Ansari Ownership (Beneficial ownership as of December 18, 2025)
• $150,000 — CEO Stock Ownership Guideline (Expected within four years of appointment)
• $75,000 — Director Stock Ownership Guideline (Expected within four years of election)
• $50,000 — Executive Vice President Stock Ownership Guideline (Expected within four years of appointment)

Key Players & Entities

• Magyar Bancorp, Inc. (company) — Registrant and bank holding company
• John S. Fitzgerald (person) — President and Chief Executive Officer
• S.R. Snodgrass, P.C. (company) — Independent registered public accounting firm
• Alliance Bernstein, L.P. (company) — Beneficial owner with 9.56% stake
• Magyar Bank Employee Stock Ownership Plan (company) — Beneficial owner with 7.07% stake
• M3 Funds, LLC (company) — Beneficial owner with 5.06% stake
• Susan Eisenhauer (person) — Director nominee
• Maureen Ruane (person) — Director nominee
• Jon R. Ansari (person) — Executive Vice President, Chief Financial Officer and Director
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Magyar Bancorp operates as a bank holding company, indicating its involvement in the financial services sector, specifically banking. The company's total assets of $997 million as of September 30, 2025, place it within the community banking segment. The industry is subject to significant regulatory oversight and is influenced by interest rate environments and economic conditions.

Regulatory Implications

As a bank holding company, Magyar Bancorp is subject to regulations from various bodies, including the Federal Reserve. The appointment of an independent auditor is a standard regulatory requirement to ensure financial transparency and compliance. The advisory vote on executive compensation also reflects increasing shareholder and regulatory focus on corporate governance and pay practices.

What Investors Should Do

1. Review the director nominees and vote 'FOR' their election to ensure continued board leadership.
2. Consider the advisory vote on executive compensation and vote according to your assessment of the company's compensation practices.
3. Ratify the appointment of S.R. Snodgrass, P.C. as the independent auditor to maintain financial integrity and compliance.
4. Note the significant ownership stakes held by Alliance Bernstein (9.56%), the ESOP (7.07%), and M3 Funds (5.06%), which may influence voting outcomes and company strategy.

Key Dates

• 2026-02-11: Annual Meeting of Stockholders — Key decisions on director elections, executive compensation advisory vote, and auditor ratification will be made.
• 2025-12-18: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-09-30: Fiscal Year End — Marks the end of the period for which the independent auditor is being ratified and financial statements are prepared.
• 2025-12-30: Proxy Statement Dated — Indicates the official date of the proxy statement, informing stockholders of meeting details and proposals.

Glossary

DEF 14A

A proxy statement filing required by the U.S. Securities and Exchange Commission (SEC) for publicly traded companies, providing detailed information about matters to be voted on at an annual or special meeting of shareholders. (This document contains the information analyzed, including proposals, director nominees, executive compensation details, and auditor information.)

Bank Holding Company

A company that owns or controls one or more banks. (Magyar Bancorp, Inc. is identified as a bank holding company for Magyar Bank, indicating its primary business structure and regulatory oversight.)

Beneficial Owner

A person or entity who ultimately owns or controls an asset, such as stock, even if the legal title is held by someone else. (The filing details beneficial ownership of Magyar Bancorp stock by major shareholders and management.)

Advisory Vote on Executive Compensation

A non-binding shareholder vote on the compensation of the company's named executive officers, often referred to as a 'Say-on-Pay' vote. (Shareholders will have the opportunity to express their opinion on the company's executive compensation practices.)

Independent Registered Public Accountant

An external accounting firm that audits a company's financial statements to ensure accuracy and compliance with accounting standards. (The ratification of S.R. Snodgrass, P.C. as the auditor is a key proposal at the annual meeting.)

Year-Over-Year Comparison

This analysis is based on a single filing (DEF 14A for the 2026 Annual Meeting). A comparison to a previous filing would require access to historical DEF 14A documents to track changes in total assets, revenue, net income, executive compensation, ownership percentages, and risk factors over time.

Key Financial Figures

• $997 million — September 30, 2025, Magyar Bancorp had $997 million in total assets. Our principal executiv
• $0.01 — Magyar Bancorp common stock, par value $0.01 per share, at the close of business on
• $75,000 — ch Director is expected to own at least $75,000 in common stock, based on original purc
• $150,000 — ive Officer is expected to own at least $150,000 in common stock, based on original purc
• $50,000 — e President is expected to own at least $50,000 in common stock, based on original purc

Filing Documents

• mgyr-20251230.htm (DEF 14A) — 353KB
• image_001.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 1KB
• imgpc_1.jpg (GRAPHIC) — 171KB
• imgpc_2.jpg (GRAPHIC) — 140KB
• 0001174947-25-001481.txt ( ) — 1734KB
• mgyr-20251230.xsd (EX-101.SCH) — 11KB
• mgyr-20251230_def.xml (EX-101.DEF) — 5KB
• mgyr-20251230_lab.xml (EX-101.LAB) — 38KB
• mgyr-20251230_pre.xml (EX-101.PRE) — 4KB
• mgyr-20251230_htm.xml (XML) — 80KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 5 PROPOSAL I - ELECTION OF DIRECTORS 8 Directors and Executive Officers 8 Director Nominees – to serve for a three-year period 8 Continuing Directors 9 Executive Officers of the Company and the Bank Who Are Not Directors 10 Corporate Governance 10 Board Independence 10 Attendance at Annual Meetings of Stockholders 10 Board Meetings and Committees 10 Code of Ethics and Business Conduct 12 Board Leadership Structure 12 Board's Role in Risk Oversight 12 Board Nominations 13 Procedures for the Consideration of Board Candidates Submitted by Stockholders 14 Stockholder Communications with the Board 14 Transactions with Certain Related Persons 15 Insider Trading Policies and Procedures 15 Employee, Officer and Director Hedging 15 The Audit Committee Report 16

Executive Compensation

Executive Compensation 17 Executive Incentive Program 19 Director Fees 25 PROPOSAL II - ADVISORY NON-BINDING VOTE ON EXECUTIVE COMPENSATION 28 PROPOSAL III - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 28 Fees Paid to Our Auditors 29 Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accountants 29 Required Vote and Recommendation of the Board 29 STOCKHOLDER PROPOSALS AND SHAREHOLDER NOMINATIONS FOR THE 2027 ANNUAL MEETING 30 Advance Notice of Business to be Conducted at an Annual Meeting 30 OTHER MATTERS 31 MAGYAR BANCORP, INC. PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS To Be Held on February 11, 2026 GENERAL INFORMATION This Proxy Statement and the Annual Report to Stockholders are being furnished to the stockholders of Magyar Bancorp, Inc. ("Magyar Bancorp" or the "Company") in connection with the solicitation of proxies by the Board of Directors of Magyar Bancorp for use at the 2026 Annual Meeting of Stockholders. The Annual Meeting will be held on Wednesday, February 11, 2026 at 2:00 p.m., at State Theatre, 15 Livingston Avenue, New Brunswick, New Jersey, 08901. The term "Annual Meeting," as used in this Proxy Statement, includes any adjournment or postponement of such meeting. This Proxy Statement is dated December 30, 2025 and is first being made available to stockholders on or about December 30, 2025. The 2026 Annual Meeting of Stockholders Date, Time and Place The Annual Meeting of Stockholders will be held on Wednesday, February 11, 2026, at 2:00 p.m. eastern time, at State Theatre, 15 Livingston Avenue, New Brunswick, New Jersey, 08901 . Record Date December 18, 2025. Shares Entitled to Vote 6,536,151 shares of Magyar Bancorp common stock were outstanding as of the Record Date and are entitled to vote at the Annual Meeting. Purpose of the Annual Meeting To consider and vote on (i) the election of two

Security Ownership of Certain

Security Ownership of Certain Beneficial Owners and Management Persons and groups who beneficially own in excess of five percent of the issued and outstanding shares of the Company's common stock are required to file certain reports with the Securities and Exchange Commission (the "SEC"). The following table sets forth, as of December 18, 2025, certain information regarding persons who beneficially owned more than five percent of the Company's issued and outstanding shares of common stock: Principal Stockholders Name and Address of Beneficial Owners Number of Shares Owned and Nature of Beneficial Ownership Percent of Shares of Common Stock Outstanding (1) Alliance Bernstein, L.P. 1345 Avenue of the Americas New York, NY 10105 625,147 (2) 9.56% Magyar Bank Employee Stock Ownership Plan ("ESOP") 400 Somerset Street New Brunswick, NJ 08901 462,209 7.07% M3 Funds, LLC 2070 E 2100 S Suite 250 Salt Lake City, UT 84109 330,732 (3) 5.06% (1) Based on 6,536,151 shares of Magyar Bancorp common stock outstanding that were eligible to be voted as of December 18, 2025. (2) Based on a Schedule 13F filed by Alliance Bernstein L.P. with the SEC on November 14, 2025 (3) Based on a Schedule 13F filed by M3 Funds, LLC with the SEC on November 12, 2025. 5 Management The following table sets forth information about the shares of Magyar Bancorp common stock owned by each nominee for election as director, each incumbent director, each Magyar Bancorp executive officer, and all nominees, incumbent directors and executive officers as a group, as of December 18, 2025. Names Age Position(s) Held in the Company Shares Owned Directly and Indirectly (1)(2) Percent of Class (7) NOMINEES Susan Eisenhauer 69 Director 5,908 * Maureen Ruane 64 Director 5,154 * DIRECTORS CONTINUING IN OFFICE Jon R. Ansari, MBA 51 Executive Vice President and Chief Financial Officer and Director 142,717 (3) 2.1 John S. Fitzgerald 61

View Full Filing

View this DEF 14A filing on SEC EDGAR