Hanover Bancorp Inc

This management proposal requests shareholder approval of the Hanover Bancorp, Inc. 2026 Equity Incentive Plan (the “2026 Plan”), intended to succeed the Company’s 2018 and 2021 equity plans and to make available up to 270,289 shares (inclusive of rolled-over shares) for grants to employees, non-employee directors and service providers. Management and the Compensation Committee assert that shareholder approval is required to continue using equity compensation as a meaningful component of overall compensation for attraction, retention and alignment of employee and director interests with shareholders. The plan explicitly rolls over available shares from the prior plans and contains governance-oriented features: no evergreen increases, restrictions on share recycling (shares used for withholding or option exercises are not returned to the pool), a prohibition on repricing without shareholder approval, an annual cap on non-employee director awards, and a minimum one-year vesting requirement (with limited exceptions). The plan also authorizes the Compensation Committee to set performance metrics, to accelerate or adjust awards for change-in-control events, and to apply customary adjustment provisions for corporate transactions; payments and awards are intended to comply with tax rules including Section 409A. From a shareholder perspective, the proposed share reserve represents modest potential dilution relative to outstanding shares (the plan authorizes 270,289 shares against approximately 7.16 million shares outstanding as of April 7, 2026), while preserving the Company’s ability to grant performance-based and time-based long-term incentives. Potential investor concerns include dilution, the size and pace of future grants, recycling rules, and any discretion retained by the Compensation Committee in setting performance adjustments and payout determinations; management attempts to mitigate these via explicit limits, governance guardrails, and disclosure of plan terms in Appendix A. The Board’s recommendation to vote FOR is grounded in the view that the plan is necessary for competitive pay, aligns management and shareholder interests through equity and performance features, and incorporates protections designed to limit dilution and improper repricing. Overall, the proposal is a standard successor equity plan combining retention/long-term incentive objectives with governance provisions that should be evaluated by investors against the Company’s historical granting practices, projected equity usage, and potential dilution impact.