Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-16

Pathfinder Bancorp, Inc. (PBHC)

CEO James Dowd was paid $1,820,456 in fiscal year 2025, ↑ up 196.0% from fiscal year 2024 (SEC filing 0001193125-26-169428 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,820,456 ↑
James Dowd total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
95.72%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- James Dowd (President and Chief Executive Officer), FY2025 total compensation $1,820,456 (base salary $440,000) [exec_comp, SEC accession 0001193125-26-169428, filed 2026-04-22]

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PBHC's next annual pay disclosure, estimated April 21, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
James Dowd$440,000$104,438$1,167,600$0$0$4,482$103,936$1,820,456
President and Chief Executive Officer
Justin Bigham305,00065,911800,64000045,5651,217,116
Executive Vice President and Chief Financial Officer
Joseph Serbun245,00051,107533,76000019,758849,625
Senior Vice President and Chief Credit Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
James Dowd$1,820,456$615,069—↑ +1,205,387
Justin Bigham1,217,116———
Joseph Serbun849,625———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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$1,820,456 James Dowd total, FY2025

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Data as of June 16, 2026 · Source: 0001193125-26-169428 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).

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Companies that benchmark against PBHC
4 companies name PBHC as a compensation peer

Each company listed discloses PBHC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named PBHC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

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01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Adam C. GagasIndependent Director$37,000
David A. AyoubIndependent Director$58,283
Eric AllynIndependent Director$35,300
John F. Sharkey IIIIndependent Director$39,336
John P. FunicielloIndependent Director$45,850
Lloyd "Buddy" StempleIndependent Director$47,262
Meghan Crawford-HamlinIndependent Director$30,400
Melanie LittlejohnIndependent Director$36,500
Tony ScavuzzoIndependent Director$32,400
William A. BarclayChair of the Board$62,175
02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Melanie LittlejohnDirector2026-05-04D8,787$0$0Derivative, Class A CommonForm 4 ↗
Melanie LittlejohnDirector2026-05-04A8,7871199,732CommonForm 4 ↗
James A. DowdPresident and CEO2026-05-04D2,81600Derivative, Class A CommonForm 4 ↗
James A. DowdPresident and CEO2026-05-04A2,8161131,962CommonForm 4 ↗
William D. O'BrienSenior Vice President2026-05-04A7,9081189,756CommonForm 4 ↗
Melanie LittlejohnDirector2026-05-04D7,91313106,671CommonForm 4 ↗
William D. O'BrienSenior Vice President2026-05-04D7,90800Derivative, Class A CommonForm 4 ↗
James A. DowdPresident and CEO2026-06-02A1,4001419,159CommonForm 4 ↗
Joseph PolniakFVP, General Counsel2026-06-15A1,0001615,881CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
James DowdRSU———35,000—$1,167,600
Justin BighamRSU———24,000—800,640
Joseph SerbunRSU2025-01-31——16,000—266,880
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
James Dowd$1,167,600$0$00.0%
Justin Bigham800,640000.0%
Joseph Serbun266,880000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
James DowdRSU35,000—$493,850
James DowdPSU35,000—493,850
Justin BighamRSU24,000—338,640
Justin BighamPSU24,000—338,640
Joseph SerbunRSU16,000—225,760
Joseph SerbunPSU16,000—225,760
James DowdOption8,81611.35—
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company seeks to provide fair, transparent, and competitive compensation to its employees by providing the type and amount of compensation consistent with its peers. It aims to drive performance through short-term incentive compensation and align executives' interests with shareholders through appropriate equity awards.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantBlanchard Consulting Group
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20242024-06-063,116,755139,48842,84895.72%Passed
20212021-06-042,786,48969,79540,13297.56%Passed
20182018-05-092,254,79375,59251,36096.76%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20242024-06-0695.72%a
20212021-06-0497.56%b
20182018-05-0996.76%c

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes “FOR” or “AGAINST” this proposal and will have no effect on the outcome of this proposal.”.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
William A. BarclayIndependent · Board Chair · Audit Committee Member · Compensation Committee Member · Nominating and Governance Committee Member$56,350———$0$62,175
David A. AyoubIndependent · Audit Committee Member (Chair) · Compensation Committee Member49,933———058,283
Lloyd "Buddy" StempleIndependent · Compensation Committee Member · Nominating and Governance Committee Member35,500———047,262
John P. FunicielloIndependent37,500———045,850
John F. Sharkey IIIIndependent · Audit Committee Member33,300———039,336
Adam C. GagasIndependent · Compensation Committee Member (Chair) · Nominating and Governance Committee Member37,000———037,000
Melanie LittlejohnIndependent · Audit Committee Member · Nominating and Governance Committee Member (Chair)36,500———036,500
Eric AllynIndependent · Audit Committee Member · Compensation Committee Member · Nominating and Governance Committee Member35,300———035,300
Tony ScavuzzoIndependent · Compensation Committee Member32,400———032,400
Meghan Crawford-HamlinIndependent30,400———030,400
James A. DowdEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$20,000
Annual equity retainer—
Per board meeting fee$800
Committee chair fees (audit / comp / nom-gov)6,000 / 12,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$384,183
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$384,183

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Pathfinder Bancorp, Inc.2025James Dowd$440,000$1,167,600$0$0$1,820,456

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Pathfinder Bancorp, Inc. in fiscal 2025?
As disclosed, James Dowd (President and Chief Executive Officer) was the highest-paid executive at Pathfinder Bancorp, Inc. in fiscal 2025, with total compensation of $1,820,456.
How did shareholders vote on Pathfinder Bancorp, Inc.'s executive compensation?
As disclosed, 95.72% of shareholders supported Pathfinder Bancorp, Inc.'s executive compensation in the latest say-on-pay vote.
How much does Pathfinder Bancorp, Inc. spend in total on board compensation for fiscal 2025?
As disclosed, Pathfinder Bancorp, Inc. reported total board compensation of $384,183 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, James DowdDEF 14A2026-04-220001193125-26-169428Section “Executive Compensation”. As printed: 1,820,456. Filing ↗machine: r4 · c14 · span 460062–460071
2Section 01, Justin BighamDEF 14A2026-04-220001193125-26-169428Section “Executive Compensation”. As printed: 1,217,116. Filing ↗machine: r7 · c14 · span 478335–478344
3Section 01, Joseph SerbunDEF 14A2026-04-220001193125-26-169428Section “Executive Compensation”. As printed: 849,625. Filing ↗machine: r10 · c14 · span 496524–496531
4Section 03, James Dowd RSUDEF 14A2026-04-220001193125-26-169428Section “A. EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t6 · r4 · c8 · span 457920–457929
5Section 03, Justin Bigham RSUDEF 14A2026-04-220001193125-26-169428Section “A. EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t6 · r7 · c8 · span 476200–476207
6Section 03, Joseph Serbun RSUDEF 14A2026-04-220001193125-26-169428Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
7Section 07, pay ratio10-K2026-03-300001193125-26-132075Section “CEO Pay Ratio”. As printed: —. Filing ↗
8Section 08, William A. BarclayDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 62,175. Filing ↗machine: span 765740–765947
9Section 08, David A. AyoubDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 58,283. Filing ↗machine: span 761643–761850
10Section 08, Lloyd "Buddy" StempleDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 47,262. Filing ↗machine: span 794879–795086
11Section 08, John P. FunicielloDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 45,850. Filing ↗machine: span 773940–774147
12Section 08, John F. Sharkey IIIDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 39,336. Filing ↗machine: span 790778–790985
13Section 08, Adam C. GagasDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 37,000. Filing ↗machine: span 775838–776045
14Section 08, Melanie LittlejohnDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 36,500. Filing ↗machine: span 780086–780293
15Section 08, Eric AllynDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 35,300. Filing ↗machine: span 755056–755263
16Section 08, Tony ScavuzzoDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 32,400. Filing ↗machine: span 784334–784541
17Section 08, Meghan Crawford-HamlinDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 30,400. Filing ↗machine: span 767498–767705
18Section 08, James A. DowdDEF 14A2026-04-220001193125-26-169428Section “Director Compensation”. As printed: 0. Filing ↗
19Section 02, Melanie Littlejohn 2026-05-04Form 42026-05-060001193125-26-209029Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Melanie Littlejohn 2026-05-04Form 42026-05-060001193125-26-209029Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, James A. Dowd 2026-05-04Form 42026-05-060001193125-26-208964Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, James A. Dowd 2026-05-04Form 42026-05-060001193125-26-208964Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, William D. O'Brien 2026-05-04Form 42026-05-060001193125-26-208985Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Melanie Littlejohn 2026-05-04Form 42026-05-060001193125-26-209029Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, William D. O'Brien 2026-05-04Form 42026-05-060001193125-26-208985Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, James A. Dowd 2026-06-02Form 42026-06-040001193125-26-257073Insider equity transaction reported since the proxy statement. Filing ↗
27Section 02, Joseph Polniak 2026-06-15Form 42026-06-160001193125-26-272266Insider equity transaction reported since the proxy statement. Filing ↗
28Section 06, 2024 voteForm 8-K2024-06-070000950170-24-070377Item 5.07 · say-on-pay result. As reported: 95.72% (votes for as printed: 3,116,755). Filing ↗
29Section 06, 2021 voteForm 8-K2021-06-100001564590-21-032363Item 5.07 · say-on-pay result. As reported: 97.56%. Filing ↗
30Section 06, 2018 voteForm 8-K2018-05-090001564590-18-012352Item 5.07 · say-on-pay result. As reported: 96.76%. Filing ↗
31Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
32Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
33Section 09b board cost (computed)Computed——Cash 384,183 + equity 0 + all other 0 = 384,183, summed across the director compensation table rows.machine: formula: Σ = 384,183
34Pathfinder Bancorp, Inc. (subject), Section 10b CEO totalDEF 14A2026-04-220001193125-26-169428CEO total compensation as printed in Pathfinder Bancorp, Inc.'s own proxy. As printed: 1,820,456. Filing ↗machine: r4 · c14 · span 460062–460071

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PBHC Peer Teardown Report