Pathfinder Bancorp, Inc. Announces Annual Meeting of Shareholders on June 6, 2024
Ticker: PBHC · Form: DEF 14A · Filed: Apr 22, 2024 · CIK: 1609065
| Field | Detail |
|---|---|
| Company | Pathfinder Bancorp, Inc. (PBHC) |
| Form Type | DEF 14A |
| Filed Date | Apr 22, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.01, $7,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Equity Incentive Plan, Executive Compensation, Auditor Ratification
TL;DR
<b>Pathfinder Bancorp, Inc. is holding its Annual Shareholder Meeting on June 6, 2024, to vote on director elections, equity plans, executive compensation, and auditor ratification.</b>
AI Summary
Pathfinder Bancorp, Inc. (PBHC) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. Annual Meeting of Shareholders to be held on June 6, 2024, at 10:00 a.m. ET at Bayshore Grove, Oswego, NY. Key agenda items include election of three directors, approval of the 2024 Equity Incentive Plan, advisory vote on executive compensation (Say-on-Pay), and ratification of Bonadio & Co., LLP as independent auditors. The Board of Directors unanimously recommends voting 'FOR' all proposed items. Shareholders are urged to sign, date, and return the proxy card or vote by telephone/internet. Bonadio & Co., LLP is proposed as the independent registered public accounting firm for the year ending December 31, 2024.
Why It Matters
For investors and stakeholders tracking Pathfinder Bancorp, Inc., this filing contains several important signals. Shareholder approval is sought for the 2024 Equity Incentive Plan, which could impact future executive and employee compensation and stock dilution. The ratification of Bonadio & Co., LLP as auditors is a standard governance procedure, but shareholder confidence in the audit firm is crucial for financial transparency.
Risk Assessment
Risk Level: low — Pathfinder Bancorp, Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) detailing upcoming shareholder votes, with no immediate financial or operational concerns highlighted.
Analyst Insight
Shareholders should review the details of the 2024 Equity Incentive Plan and executive compensation proposals before casting their votes.
Key Numbers
- June 6, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders.)
- 10:00 a.m. ET — Annual Meeting Time (Time of the Annual Meeting of Shareholders.)
- 2024 — Fiscal Year End (Fiscal year end for auditor appointment.)
Key Players & Entities
- Pathfinder Bancorp, Inc. (company) — Registrant and filer of the proxy statement.
- Bonadio & Co., LLP (company) — Proposed independent registered public accounting firm.
- June 6, 2024 (date) — Date of the Annual Meeting of Shareholders.
- 2024 Equity Incentive Plan (plan) — A plan to be approved by shareholders.
FAQ
When did Pathfinder Bancorp, Inc. file this DEF 14A?
Pathfinder Bancorp, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 22, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Pathfinder Bancorp, Inc. (PBHC).
Where can I read the original DEF 14A filing from Pathfinder Bancorp, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Pathfinder Bancorp, Inc..
What are the key takeaways from Pathfinder Bancorp, Inc.'s DEF 14A?
Pathfinder Bancorp, Inc. filed this DEF 14A on April 22, 2024. Key takeaways: Annual Meeting of Shareholders to be held on June 6, 2024, at 10:00 a.m. ET at Bayshore Grove, Oswego, NY.. Key agenda items include election of three directors, approval of the 2024 Equity Incentive Plan, advisory vote on executive compensation (Say-on-Pay), and ratification of Bonadio & Co., LLP as independent auditors.. The Board of Directors unanimously recommends voting 'FOR' all proposed items..
Is Pathfinder Bancorp, Inc. a risky investment based on this filing?
Based on this DEF 14A, Pathfinder Bancorp, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) detailing upcoming shareholder votes, with no immediate financial or operational concerns highlighted.
What should investors do after reading Pathfinder Bancorp, Inc.'s DEF 14A?
Shareholders should review the details of the 2024 Equity Incentive Plan and executive compensation proposals before casting their votes. The overall sentiment from this filing is neutral.
How does Pathfinder Bancorp, Inc. compare to its industry peers?
Pathfinder Bancorp, Inc. operates as a commercial bank. This filing is a standard proxy statement for its annual shareholder meeting.
Are there regulatory concerns for Pathfinder Bancorp, Inc.?
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
Industry Context
Pathfinder Bancorp, Inc. operates as a commercial bank. This filing is a standard proxy statement for its annual shareholder meeting.
Regulatory Implications
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
What Investors Should Do
- Review the details of the proposed 2024 Equity Incentive Plan.
- Evaluate the company's rationale for executive compensation as presented in the Say-on-Pay proposal.
- Confirm the appointment of Bonadio & Co., LLP as independent auditors for the fiscal year ending December 31, 2024.
Key Dates
- 2024-06-06: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters including director elections and compensation plans.
Glossary
- DEF 14A
- Definitive Proxy Statement (Filed by registrants to provide shareholders with information for voting at annual or special meetings.)
- Say-on-Pay
- An advisory, non-binding resolution for shareholders to vote on executive compensation. (Allows shareholders to express their views on the company's executive compensation practices.)
Year-Over-Year Comparison
This is a DEF 14A filing, which is a definitive proxy statement. It follows the standard format for announcing an upcoming annual shareholder meeting and the proposals to be voted upon.
Filing Stats: 4,654 words · 19 min read · ~16 pages · Grade level 10.2 · Accepted 2024-04-22 10:51:20
Key Financial Figures
- $0.01 — d of our voting common stock, par value $0.01 per share, as of the close of business
- $7,000 — in soliciting proxies for a base fee of $7,000, plus reasonable and approved out-of-po
Filing Documents
- pbhc-2024-def_14a.htm (DEF 14A) — 1230KB
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- 0000950170-24-046248.txt ( ) — 4002KB
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 6 D. Delinquent Section 16(a) Reports 9 E. Transactions with Certain Related Persons 9 F. Anti-Hedging and Pledging Policy 10 G. Code of Ethics 10 H. Shareholder Communications 10 III. Meetings and Committees of the Board of Directors 11 A. Nominating/Governance Committee 11 B. Compensation Committee 13 C. Audit Committee 13 D. Asset/Liability Committee (ALCO) 13 E. Directors' Loan Committee 13 F. Other Committees 14 IV. Compensation Disclosure 14 A.
Executive Compensation
Executive Compensation 14 B. Compensation of our Named Executive Officers 16 C. Directors’ Compensation 21 V. Proposal 1 – Election of Directors 23 A. Composition of our Board 23 B. Nominees 23 C. Continuing Directors 24 D. Retiring Directors 26 E. Executive Officers who are not Directors 26 VI. Proposal 2– Approval of the Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan 27 VII. Proposal 3 - Approval of Non-Binding Advisory Resolution on Say-on-Pay 33 A. Resolution to be Voted 33 VIII. Proposal 4 - Ratification of Appointment of Auditors 33 A. Audit and Related Fees for 2023 33 B. Audit Committee Report 34 IX. Next Year 35 X. Appendix A A- 1 Pathfinder Bancorp, Inc. 214 West First Street Oswego, New York 13126 (315) 343-0057 I. INFOR MATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING A. DATE, T IME AND PLACE This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Pathfinder Bancorp, Inc. (the “Company”) to be used at our Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at Bayshore Grove, 78 Bayshore Road, Oswego, New York, 13126 on June 6, 2024 at 10:00 a.m. Eastern Time, and all adjournments of the Annual Meeting. The accompanying notice of Annual Meeting and this proxy statement are first being mailed to shareholders on or about April 26, 2024. B. VOTING SECURITIE S AND PRINICPAL HOLDERS THEREOF Holders of record of our voting common stock, par value $0.01 per share, as of the close of business on April 17, 2024 (the Record Date), are entitled to one vote for each share they own. As of the Record Date, we had 4,719,788 shares of voting common stock outstanding. The presence at the Annual Meeting or by proxy of a majority of the outstanding shares of voting common stock entitled to vote is necessary to cons