UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


	☒	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended SEPTEMBER 30, 2021

-or-


☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 000-55084

PRUDENTIAL BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)

46-2935427
(IRS Employer Identification No.)

1834 WEST OREGON AVENUE		19145
PHILADELPHIA, PENNSYLVANIA		(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number: (including area code) (215) 755-1500

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol (s)	Name of Each Exchange on Which Registered

Common Stock (par value $0.01 per share)	PBIP	The Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ◻ NO ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ◻ NO ⌧

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ⌧ NO ◻

Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ⌧ NO ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large Accelerated Filer ◻		Accelerated Filer ◻
Non-Accelerated Filer ☒		Smaller Reporting Company ☒
		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ⌧

The aggregate market value of the voting stock held by non-affiliates of the Registrant based on the closing price of $14.76 on March 31, 2021, the last business day of the Registrant’s second quarter was approximately $111.3 million (7,944,002 shares issued and outstanding at such date less approximately 402,200 shares held by affiliates at $14.76 per share). Although directors and executive officers of the Registrant and certain employee benefit plans were assumed to be "affiliates" of the Registrant for purposes of the calculation, the classification is not to be interpreted as an admission of such status.

As of the close of business on December 8, 2021 there were 7,769,387 shares of the Registrant’s Common Stock outstanding.


		Page
PART III

Item 10.	Directors, Executive Officers and Corporate Governance	4
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence	18
Item 14.	Principal Accountant Fees and Services	19

PART IV

Item 15.	Exhibits and Financial Statement Schedules	21
	Signatures	22


	Nominating
	and Corporate
Directors	Governance	Compensation	Audit
A. J. Fanelli	*	*	**
John C. Hosier	**	**	*
Bruce E. Miller	*	*	*

	Members of the Audit Committee
	A. J. Fanelli, Chairman
	John C. Hosier
	Bruce E. Miller


Name		Age and Principal Occupation During the Past Five Years
Matthew D. Graham		Senior Vice President, Chief Lending Officer of Prudential Bank since July 2021; Vice President of Prudential Bank from March 2017 until April 2021; acting Chief Lending Officer between April 2021 and July 1, 2021. Prior thereto, Mr. Graham served as Senior Vice President of Spring Garden Lending from July 2016 to February 2017 and as Senior Vice President of Valley Green Bank from January 2010 to July 2016. Age 46.
Anthony V. Migliorino		Executive Vice President and Chief Operating Officer of Prudential Bancorp and Prudential Bank since September 2015; from July 2015 until September 2015 served as Senior Vice President-Retail Business Development Officer. From September 2000 to September 2014, Mr. Migliorino served in various positions at Sterling National Bank, New York, New York, including Senior Vice President of Branch Banking. Prior to 2000, Mr. Migliorino served as a senior officer at several financial institutions including Stissing National Bank and Savings Bank of Rockland County. Age 66.
Robert E. Pollard		Vice President and Controller of Prudential Bancorp and Prudential Bank since November 2017. Prior thereto, Mr. Pollard served as Assistant Controller of First Choice Bank, Kingston, New Jersey from March 2014 to March 2017 and as Controller of First Bank of Delaware, Philadelphia, Pennsylvania, from 2002 until June 2013. Age 64.
Jack E. Rothkopf		Senior Vice President, Chief Financial Officer and Treasurer of Prudential Bancorp and Prudential Bank since June 2015; Senior Vice President and Treasurer of Prudential Bancorp from June 2013 until June 2015 and of Prudential Bank from April 2013 until June 2015; from January 2006 to April 2013, served as Vice President and Controller. Prior thereto, Mr. Rothkopf served as Assistant Vice President of Popular Financial from October 2000 to January 2006. Age 58.


										Non-Equity
Name and Principal	Fiscal					Stock		Option		Incentive Plan		All Other
Position	Year	Salary		Bonus(1)		Awards		Awards		Compensation(2)		Compensation(3)		Total

Dennis Pollack	2,021	$	485,385	$	275,000	$	—	$	—	$	—	$	48,381	$	808,766
President and Chief Executive Officer	2,020		462,289		275,000		—		—		—		43,072		780,361


Anthony V. Migliorino	2,021		367,692		200,000		—		—		—		17,732		585,424
Executive Vice President and Chief Operating	2,020		347,668		200,000		—		—		—		12,740		560,408
Officer

Matthew Graham	2,021		177,596		5,000		—		—		200,511		—		383,107
Senior Vice President and Chief Lending Officer	2,020		144,327		29,470		—		—		27,763		—		201,560


						Stock Awards
	Option Awards						Market Value of
	Number of Securities Underlying					Number of Shares or	Shares or Units of
	Unexercised Options		Exercise		Option	Units of Stock That	Stock That Have

Name	Exercisable	Unexercisable	Price		Expiration Date	Have Not Vested	Not Vested(1)
Dennis Pollack	30,000(2)	—	$	12.23	2/18/2025	5,000(4)	$	76,300
	10,000(3)	—		14.42	8/17/2026
	48,000(4)	32,000		18.46	3/21/2028
	4,470(5)	7,111		18.16	7/17/2029
Anthony V. Migliorino	15,000(3)	—		14.42	8/17/2026	3,000(4)		45,780
	27,000(4)	18,000		18.46	3/21/2028
	4,470(5)	7,111		18.16	7/17/2029


	Stock Awards
	Number of Shares	Value Realized On
Name	Acquired On Vesting ⁽¹⁾	Vesting ⁽²⁾

Dennis Pollack	2,500	$	35,750
	500		7,050

Anthony V. Migliorino	1,500		21,420
	1,500		21,150


	Fees Earned or		Stock		Option		All Other
Name	Paid in Cash		Awards		Awards		Compensation		Total
A. J. Fanelli	$	63,150	$	—	$	—	$	—	$	63,150
John C. Hosier		58,150		—		—		—		58,150
Bruce E. Miller		88,150		—		—		—		88,150
Raymond J. Vanaria		20,000		—		—		—		20,000


	Amount and Nature of Beneficial
	Ownership as of	Percent of
Name and Address of Beneficial Owner	December 31, 2021(1)(2)	Common Stock

Warren A. Mackey	871,204(3)	11.2%
40 Worth Street, 10^th Floor
New York, New York 10013
Lawrence B. Seidman	711,666(4)	9.2%
100 Misty Lane, 1^st Floor
Parsippany, New Jersey 07054
Directors:
A. J. Fanelli	47,068(6)	*
John C. Hosier	89,917(5)(7)	1.2%
Bruce E. Miller	103,083(5)(8)	1.3%
Dennis Pollack	175,356(5)(9)	2.2%
Raymond J. Vanaria	26,500(10)	*
Certain Executive Officers
Anthony V. Migliorino	84,287(5)(11)	1.1%
Matthew E. Graham	—(5)	*
All Directors and Executive Officers as a Group (9 persons)	622,659(5)	7.7%


Name	Restricted Stock	Stock Options
A.J. Fanelli	857	10,707
John C. Hosier	857	49,052
Bruce E. Miller	857	62,397
Dennis Pollack	5,000	92,740
Anthony V. Migliorino	3,000	46,790
Matthew Graham	—	—
All directors and executive officers as a group (9 persons)	10,576	320,437


						Number of
						securities remaining
	Number of					available for
	securities to be		Weighted-			future issuance
	issued upon		average			under equity
	exercise of		exercise price of			compensation
	outstanding		outstanding			plans (excluding
	options,		options,			securities
	warrants		warrants and			reflected in
	and rights		rights			column (a))
Plan Category	(a)		(b)			(c)
Equity compensation plans approved by security holders	533,229	(1)	$	14.32	(1)	515,827
Equity compensation plans not approved by security holders	—			—		—
Total	533,229		$	14.32		515,827


		Largest Principal		Amount		Amounts Paid
	Year ended	Amount Outstanding		Outstanding at		During Year
Name	September 30,	During Year		Year-End		Principal		Interest		Interest Rate
John C. Hosier	2021	$	328,554	$	317,589	$	10,965	$	10,111	3.125%
	2020		339,182		328,554		10,628		10,448	3.125%

Jack E. Rothkopf	2021		137,032		130,916		6,116		4,194	3.125%
	2020		147,285		137,032		10,253		4,474	3.125%


	Year Ended September 30,
	2021		2020
Audit fees (1)	$	198,687	$	189,148
Audit-related fees (2)		12,500		—
Tax fees (3)		22,275		22,525
All other fees (4)		1,000		—
Total	$	234,462	$	211,673


Exhibit No.			Description

31.1			Section 1350 Certification of the Chief Executive Officer
31.2			Section 1350 Certification of the Chief Financial Officer
104			Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101.


	Prudential Bancorp, Inc.

January 28, 2022	By:	/S/ Dennis Pollack
		Dennis Pollack
		President and Chief Executive Officer

SEC Form 10-K/A filed by Prudential Bancorp Inc. (Amendment)