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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PBHC's next annual pay disclosure, estimated April 21, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| James Dowd | $440,000 | $104,438 | $1,167,600 | $0 | $0 | $4,482 | $103,936 | $1,820,456 |
| President and Chief Executive Officer | ||||||||
| Justin Bigham | 305,000 | 65,911 | 800,640 | 0 | 0 | 0 | 45,565 | 1,217,116 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Joseph Serbun | 245,000 | 51,107 | 533,760 | 0 | 0 | 0 | 19,758 | 849,625 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| James Dowd | $1,820,456 | $615,069 | — | ↑ +1,205,387 |
| Justin Bigham | 1,217,116 | — | — | — |
| Joseph Serbun | 849,625 | — | — | — |
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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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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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Adam C. Gagas | Independent Director | $37,000 |
| David A. Ayoub | Independent Director | $58,283 |
| Eric Allyn | Independent Director | $35,300 |
| John F. Sharkey III | Independent Director | $39,336 |
| John P. Funiciello | Independent Director | $45,850 |
| Lloyd "Buddy" Stemple | Independent Director | $47,262 |
| Meghan Crawford-Hamlin | Independent Director | $30,400 |
| Melanie Littlejohn | Independent Director | $36,500 |
| Tony Scavuzzo | Independent Director | $32,400 |
| William A. Barclay | Chair of the Board | $62,175 |
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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Melanie Littlejohn | Director | 2026-05-04 | D | 8,787 | $0 | $0 | Derivative, Class A Common | Form 4 ↗ |
| Melanie Littlejohn | Director | 2026-05-04 | A | 8,787 | 11 | 99,732 | Common | Form 4 ↗ |
| James A. Dowd | President and CEO | 2026-05-04 | D | 2,816 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James A. Dowd | President and CEO | 2026-05-04 | A | 2,816 | 11 | 31,962 | Common | Form 4 ↗ |
| William D. O'Brien | Senior Vice President | 2026-05-04 | A | 7,908 | 11 | 89,756 | Common | Form 4 ↗ |
| Melanie Littlejohn | Director | 2026-05-04 | D | 7,913 | 13 | 106,671 | Common | Form 4 ↗ |
| William D. O'Brien | Senior Vice President | 2026-05-04 | D | 7,908 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James A. Dowd | President and CEO | 2026-06-02 | A | 1,400 | 14 | 19,159 | Common | Form 4 ↗ |
| Joseph Polniak | FVP, General Counsel | 2026-06-15 | A | 1,000 | 16 | 15,881 | Common | Form 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.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| James Dowd | RSU | — | — | — | 35,000 | — | $1,167,600 |
| Justin Bigham | RSU | — | — | — | 24,000 | — | 800,640 |
| Joseph Serbun | RSU | 2025-01-31 | — | — | 16,000 | — | 266,880 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| James Dowd | $1,167,600 | $0 | $0 | 0.0% |
| Justin Bigham | 800,640 | 0 | 0 | 0.0% |
| Joseph Serbun | 266,880 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| James Dowd | RSU | 35,000 | — | $493,850 |
| James Dowd | PSU | 35,000 | — | 493,850 |
| Justin Bigham | RSU | 24,000 | — | 338,640 |
| Justin Bigham | PSU | 24,000 | — | 338,640 |
| Joseph Serbun | RSU | 16,000 | — | 225,760 |
| Joseph Serbun | PSU | 16,000 | — | 225,760 |
| James Dowd | Option | 8,816 | 11.35 | — |
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 consultant | Blanchard Consulting Group |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-06-06 | 3,116,755 | 139,488 | 42,848 | 95.72% | Passed |
| 2021 | 2021-06-04 | 2,786,489 | 69,795 | 40,132 | 97.56% | Passed |
| 2018 | 2018-05-09 | 2,254,793 | 75,592 | 51,360 | 96.76% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2024 | 2024-06-06 | 95.72%a |
| 2021 | 2021-06-04 | 97.56%b |
| 2018 | 2018-05-09 | 96.76%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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| 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 Member | 49,933 | — | — | — | 0 | 58,283 |
| Lloyd "Buddy" StempleIndependent · Compensation Committee Member · Nominating and Governance Committee Member | 35,500 | — | — | — | 0 | 47,262 |
| John P. FunicielloIndependent | 37,500 | — | — | — | 0 | 45,850 |
| John F. Sharkey IIIIndependent · Audit Committee Member | 33,300 | — | — | — | 0 | 39,336 |
| Adam C. GagasIndependent · Compensation Committee Member (Chair) · Nominating and Governance Committee Member | 37,000 | — | — | — | 0 | 37,000 |
| Melanie LittlejohnIndependent · Audit Committee Member · Nominating and Governance Committee Member (Chair) | 36,500 | — | — | — | 0 | 36,500 |
| Eric AllynIndependent · Audit Committee Member · Compensation Committee Member · Nominating and Governance Committee Member | 35,300 | — | — | — | 0 | 35,300 |
| Tony ScavuzzoIndependent · Compensation Committee Member | 32,400 | — | — | — | 0 | 32,400 |
| Meghan Crawford-HamlinIndependent | 30,400 | — | — | — | 0 | 30,400 |
| James A. DowdEmployee director | — | — | — | — | — | 0 |
| 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 | — |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Pathfinder Bancorp, Inc. | 2025 | James 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, James Dowd | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Executive Compensation”. As printed: 1,820,456. Filing ↗machine: r4 · c14 · span 460062–460071 |
| 2 | Section 01, Justin Bigham | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Executive Compensation”. As printed: 1,217,116. Filing ↗machine: r7 · c14 · span 478335–478344 |
| 3 | Section 01, Joseph Serbun | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Executive Compensation”. As printed: 849,625. Filing ↗machine: r10 · c14 · span 496524–496531 |
| 4 | Section 03, James Dowd RSU | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “A. EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t6 · r4 · c8 · span 457920–457929 |
| 5 | Section 03, Justin Bigham RSU | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “A. EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t6 · r7 · c8 · span 476200–476207 |
| 6 | Section 03, Joseph Serbun RSU | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 07, pay ratio | 10-K | 2026-03-30 | 0001193125-26-132075 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 8 | Section 08, William A. Barclay | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 62,175. Filing ↗machine: span 765740–765947 |
| 9 | Section 08, David A. Ayoub | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 58,283. Filing ↗machine: span 761643–761850 |
| 10 | Section 08, Lloyd "Buddy" Stemple | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 47,262. Filing ↗machine: span 794879–795086 |
| 11 | Section 08, John P. Funiciello | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 45,850. Filing ↗machine: span 773940–774147 |
| 12 | Section 08, John F. Sharkey III | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 39,336. Filing ↗machine: span 790778–790985 |
| 13 | Section 08, Adam C. Gagas | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 37,000. Filing ↗machine: span 775838–776045 |
| 14 | Section 08, Melanie Littlejohn | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 36,500. Filing ↗machine: span 780086–780293 |
| 15 | Section 08, Eric Allyn | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 35,300. Filing ↗machine: span 755056–755263 |
| 16 | Section 08, Tony Scavuzzo | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 32,400. Filing ↗machine: span 784334–784541 |
| 17 | Section 08, Meghan Crawford-Hamlin | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 30,400. Filing ↗machine: span 767498–767705 |
| 18 | Section 08, James A. Dowd | DEF 14A | 2026-04-22 | 0001193125-26-169428 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 19 | Section 02, Melanie Littlejohn 2026-05-04 | Form 4 | 2026-05-06 | 0001193125-26-209029 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Melanie Littlejohn 2026-05-04 | Form 4 | 2026-05-06 | 0001193125-26-209029 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, James A. Dowd 2026-05-04 | Form 4 | 2026-05-06 | 0001193125-26-208964 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, James A. Dowd 2026-05-04 | Form 4 | 2026-05-06 | 0001193125-26-208964 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, William D. O'Brien 2026-05-04 | Form 4 | 2026-05-06 | 0001193125-26-208985 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, Melanie Littlejohn 2026-05-04 | Form 4 | 2026-05-06 | 0001193125-26-209029 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 02, William D. O'Brien 2026-05-04 | Form 4 | 2026-05-06 | 0001193125-26-208985 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 26 | Section 02, James A. Dowd 2026-06-02 | Form 4 | 2026-06-04 | 0001193125-26-257073 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 27 | Section 02, Joseph Polniak 2026-06-15 | Form 4 | 2026-06-16 | 0001193125-26-272266 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 28 | Section 06, 2024 vote | Form 8-K | 2024-06-07 | 0000950170-24-070377 | Item 5.07 · say-on-pay result. As reported: 95.72% (votes for as printed: 3,116,755). Filing ↗ |
| 29 | Section 06, 2021 vote | Form 8-K | 2021-06-10 | 0001564590-21-032363 | Item 5.07 · say-on-pay result. As reported: 97.56%. Filing ↗ |
| 30 | Section 06, 2018 vote | Form 8-K | 2018-05-09 | 0001564590-18-012352 | Item 5.07 · say-on-pay result. As reported: 96.76%. Filing ↗ |
| 31 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 32 | Section 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 |
| 33 | Section 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 |
| 34 | Pathfinder Bancorp, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-169428 | CEO 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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