DEF 14A of Pathfinder Bancorp, Inc.
Filed Apr 23, 2025 · FY20240000950170-25-057234
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
| Summary Compensation Table | | | | | | | | | | Name and Principal | | | Bonus | Stock Options | Stock Awards | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Position | Year | Salary | ($) (2) | ($) | ($) | ($) (3) | ($) (4) | ($) | | James A. Dowd | 2024 | 405,000 | 90,885 | - | - | 4,024 | 115,160 | 615,069 | | President and Chief | 2023 | 375,000 | 84,008 | - | - | 6,830 | 96,217 | 562,054 | | Executive Officer | | | | | | | | | | Robert G. Butkowski (1) | 2024 | 229,000 | 43,510 | - | - | - | 24,780 | 297,290 | | Senior Vice President | | | | | | | | - | | Chief Operating Officer | | | | | | | | | | William D. O'Brien (1) | 2024 | 210,000 | 39,900 | - | - | - | 25,124 | 275,024 | | Senior Vice President | | | | | | | | | | Chief Risk Officer and Corporate Secretary | | | | | | | | |
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
| Outstanding Equity Awards at Fiscal Year-End | | | | | | | Options Awards | | | | | | | | Grant Date | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price | Option expiration date | | Name | | (#) | (#) | ($) | | | James A. Dowd | 5/6/2016 (1) | 15,816 | ─ | 11.35 | 05/06/26 | | Robert G. Butkowski | 5/6/2016 (2) | 2,636 | ─ | 11.35 | 05/06/26 | | | 10/28/2020 (3) | 1,500 | ─ | 10.37 | 10/28/30 | | William D. O'Brien | 4/1/2016 (4) | 8,647 | ─ | 10.81 | 04/01/26 | | | 5/6/2016 (2) | 7,908 | ─ | 11.35 | 05/06/26 | | | 10/28/2020 (3) | 1,500 | ─ | 10.37 | 10/28/30 |
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
| Pay Versus Performance | | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Year | Summary Compensation Table Total for First PEO (1) | Summary Compensation Table Total for Second PEO (1) | Compensation Actually Paid to First PEO (2) | Compensation Actually Paid to Second PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) | Net Income (5) | | | $ | $ | $ | $ | $ | $ | $ | $ | | 2024 | N/A | 615,069 | N/A | 615,069 | 286,157 | 286,157 | 108.71 | 3,383,000 | | 2023 | N/A | 562,054 | N/A | 546,300 | 332,054 | 267,680 | 84.93 | 9,293,000 | | 2022 | 346,863 | 507,807 | 346,873 | 530,995 | 329,228 | 360,833 | 113.56 | 12,932,000 |
DIRECTORS’ COMPENSATION
| | | Fees earned or paid in cash | Non-qualified deferred compensation earnings (1) | All Other Compensation (2) | Total | | Name | Year | ($) | ($) | ($) | ($) | | Eric Allyn | 2024 | 37,700 | ─ | ─ | 37,700 | | David A. Ayoub (3) | 2024 | 44,700 | 7,349 | ─ | 52,049 | | William A. Barclay (4) | 2024 | 47,450 | 5,018 | ─ | 52,468 | | Chris R. Burritt (5) | 2024 | 46,550 | 7,307 | ─ | 53,857 | | Meghan Crawford-Hamlin | 2024 | 29,800 | ─ | ─ | 29,800 | | John P. Funiciello | 2024 | 37,300 | 7,349 | ─ | 44,649 | | Adam C. Gagas (6) | 2024 | 39,800 | ─ | ─ | 39,800 | | Melanie Littlejohn (7) | 2024 | 35,700 | ─ | ─ | 35,700 | | Tony Scavuzzo (8) | 2024 | 35,600 | ─ | ─ | 35,600 | | John F. Sharkey | 2024 | 39,000 | 5,212 | ─ | 44,213 | | Lloyd "Buddy" Stemple | 2024 | 41,000 | 10,501 | ─ | 51,501 |
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Our bylaws presently allow the Company to fix the number of Directors. The number of Directors of the Company shall be set at eleven. Our bylaws provide that the number of Directors be divided into three classes, as nearly equal in number as reasonably possible, and for approximately one third to be elected each year. Directors are generally elected to serve for a three-year period and until their respective successors shall have been elected and qualify. We are nominating the following persons for a three-year term: Eric Allyn, Meghan Crawford-Hamlin, Adam C. Gagas, and Melanie Littlejohn. A.
COMPOSITION OF OUR BOARD
COMPOSITION OF OUR BOARD The table below sets forth certain information regarding the composition of the Board of Directors and Director Nominees, including the terms of office of Board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to one or more nominees) will be voted at the Annual Meeting for the election of the nominees identified below. If the nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why any of the nominees would be unable to serve if elected and each nominee has agreed to serve if elected. Except for the arrangement described above between Mr. Scavuzzo and Castle Creek Partners VII, LP, there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected.
COMPOSITION OF OUR BOARD
| Name (1) | Age (2) | Position Held | Director Since | Current Term to Expire | | Director Nominees for a Three-Year Term | | | | | | Eric Allyn | 61 | Director | 2022 | 2025 | | Meghan Crawford-Hamlin | 35 | Director | 2022 | 2025 | | Adam C. Gagas | 53 | Director | 2014 | 2025 | | Melanie Littlejohn | 60 | Director | 2016 | 2025 | | Directors Continuing in Office | | | | | | David A. Ayoub | 62 | Director | 2012 | 2026 | | William A. Barclay | 56 | Chairman of the Board | 2011 | 2026 | | James A. Dowd | 57 | President, CEO, and Director | 2023 | 2026 | | John F. Sharkey, III | 67 | Director | 2014 | 2026 | | John P. Funiciello | 61 | Director | 2011 | 2027 | | Tony Scavuzzo | 43 | Director | 2023 | 2027 | | Lloyd "Buddy" Stemple | 64 | Director | 2005 | 2027 |
COMPOSITION OF OUR BOARD
(1) The mailing address for each person listed is 214 West First Street, Oswego, New York 13126. (2) As of April 11, 2025. The principal occupation during the past five years of each director, nominee and executive officer, as well as other relevant experience, is set forth below. All directors, nominees and executive officers have held their present positions for five years unless otherwise stated. None of our directors, nominees or executive officers have been the subject of securities litigation, regulatory enforcement or bankruptcy in the past ten years. B.
DIRECTOR NOMINEES FOR A THREE-YEAR TERM
DIRECTOR NOMINEES FOR A THREE-YEAR TERM Eric Allyn is the former Chairman of the Board of Directors of Welch Allyn, Inc., a company owned by the Allyn Family for 100 years, and sold in the year 2015. Today, he is Managing Member of 50 State LLC, the entity that manages proceeds from the sale of Welch Allyn. In addition, Eric is Chief Investment Officer for 50 State, LLC and serves as Trustee to over 75 Family Trusts. Outside of his work with his family, Eric also serves on the Board of Health Care Originals; serves as LP Advisor to Armory Square Ventures; serves on the Board of Directors of the Allyn Family Foundation, where he has chaired the Investment Committee since 2008, and Red Dragon Ventures, an entity that has invested in Wrexham AFC Football Club, and Wrexham Lager. In addition, Eric is Founder and Managing Partner of two private Investment Funds, which he has managed since 2011. Eric is a past board member at GOJO (makers of Purell), Pharma Tech Industries, Upstate Medical University, Eagle Dream Health, Hand-Held Products, The Gifford Foundation (Investment Committee Chairman), NYS Business Council, and Family Firm Institute (FFI). He also served on the Board of Directors of Auburn Community Hospital (past-Chairman), the Hospital Trustees of New York State (Chairman), and Hospital Association of New York State (HANYS). Eric is a frequent speaker nationally and internationally on the topics of family business governance, family enterprises, philanthropy, and investment management. Eric is a graduate of Dartmouth College, and earned his MBA from University of Virginia (Darden School). Mr. Allyn’s depth of experience in leadership, mergers and acquisitions, and capital markets, along with his prominence and philanthropic work in the Central New York market, will provide diverse experience, knowledge and opportunities for the Company’s governance, business prospects and capital market reach. The Board, therefore, supports his re-election for a three-year term. Meghan Crawford-Hamlin serves as the President of Institutional Sales at BHG Financial, where she oversees bank partnerships, association relationships and is in charge of sales operations, strategy, and communications. Her national sales team focuses on growing premium revenue and enhancing the B2B experience for all institutions while driving sales strategy and market development. Joining BHG in 2015, Ms. Crawford-Hamlin immediately supervised the company’s most extensive institutional portfolio, managing relationships with hundreds of community banks nationwide, and facilitating the sale of hundreds of millions in financing. Prior to joining BHG Financial, Ms. Crawford-Hamlin served as Director at The Fitch Group Company, managing growth for their largest portfolio of North American clients. Before that, she worked for the technology giant, IAC, an American holding company that owns brands across 100 countries. Ms. Crawford-Hamlin is very active within the banking industry, serving as a member of many state and national bank associations such as the American Bankers Association, as well as the Independent Community Bankers Association. While holding a Bachelor of Arts from Bucknell University, Ms. Crawford-Hamlin also works with Go Red for Women as a Woman of Impact Team Member. Ms. Crawford-Hamlin provides diverse perspectives into generational knowledge, marketing and sales. She has deep banking exposure, direct lending experience, and transformational knowledge in digital banking platform development and implementation. She will play a key role in developing executive strategies in new lending opportunities and in our digital banking development. The Board, therefore, supports her re-election for a three-year term. Adam C. Gagas is the Chief Investment Officer and Managing Director of Institutional Services at Rockbridge Investment Management, an SEC-registered investment advisor firm in Central New York. His prior investment advisory experience includes founding and leadership roles at Disciplined Capital Management and Breakwall Asset Management. Mr. Gagas was an analyst on teams managing multi-billion dollar portfolios at Skandia Asset Management and Principal Global Investors in New York City. He was awarded an Alfa Fellowship and completed a yearlong professional placement as an institutional investment analyst at Alfa Capital in Moscow, Russia. He is also the owner/operator of Gagas Realty Corporation, a multi-property commercial real estate holding company. In addition, he is an adjunct instructor of Corporate Finance and Portfolio Management in the SUNY Oswego School of Business. Mr. Gagas earned a BA from Hobart College with majors in Economics and Russian Studies, and an MBA with a concentration in Finance from the Leonard N. Stern School of Business at New York University. His extensive community involvement includes having served as the Chairman of the Board of Oswego Health, past chair of that organization’s Audit and Investment committees, as a member of the Executive committee, and President of the Oswego Health Foundation. Currently he serves as a trustee of the Phi Sigma Kappa Foundation and as President of Oswego’s historic Riverside Cemetery. Mr. Gagas’ expertise in finance, particularly of public companies, provides us with valuable insight. The Board, therefore, supports his re-election for a three-year term. Melanie Littlejohn is currently serving as President and CEO of the Central New York Community Foundation, a position she has held since March 1, 2024. This is a public charity that turns community dollars into community change. Established in 1927, it receives contributions from donors, manages them to grow over time and then distributes funding to address the region’s greatest needs. Prior to joining the Community Foundation, Littlejohn served as vice president of customer & community engagement for National Grid, where she worked for nearly 30 years. In her role at National Grid, Littlejohn led a team responsible for engaging with customers, key community leaders and policy makers across New York State to ensure processes, planning and best practices were delivered consistently. Her focus was to drive customer satisfaction while promoting safety and reliability measures, emergency management services and economic development initiatives. She was also responsible for the design and delivery of the company’s corporate social responsibility program, which aims to support neighborhood revitalization, environmental justice, social equity and workforce development. Prior to starting at National Grid, Littlejohn served as executive director of the Urban League of Onondaga County and manager of international client services for Banker’s Trust Company in the Wall Street District. She received a master’s degree in business administration (MBA) from Syracuse University and earned a bachelor’s degree in liberal arts from the State University of New York at Stony Brook. Littlejohn is active in numerous civic and philanthropic initiatives. She currently serves as co-chair of the Micron Community Engagement Committee, which helps drive the company’s community investment strategy. She is also board trustee and vice chair of Onondaga Community College and serves on the board of CenterState CEO. She has served on 15 nonprofit boards and advisory committees over the course of her career. Littlejohn has received numerous honors in recognition of her civic leadership. Most recently, she was named a 2022 Woman of Prestige from the Yva Jourdan Foundation and she received the 2019 Wisdom Keeper Award from FOCUS Greater Syracuse. She is also recognized for her commitment to mentoring up-and-coming leaders and has served as a student mentor and guest speaker to classes at Syracuse University. Ms. Littlejohn's experience in working with a large public company provides valuable market perspective. The Board, therefore, supports her re-election for a three-year term.
DIRECTOR NOMINEES FOR A THREE-YEAR TERM
The Board of Directors unanimously recommends a vote “FOR” each nominee.
CONTINUING DIRECTORS
CONTINUING DIRECTORS David A. Ayoub is the Partner-in-Charge of the Tax Department at Bowers & Company CPAs, PLLC, where he leads a team dedicated to providing comprehensive tax services. With over three decades of specialized experience in accounting and taxation, Mr. Ayoub plays a pivotal role in consulting on complex corporate mergers and acquisitions, as well as offering expert guidance to start-up businesses navigating early-stage financial challenges. He is deeply involved in overseeing the firm's tax compliance efforts and spearheading technical research, planning, and strategic tax consulting for clients. Mr. Ayoub’s extensive expertise spans a variety of industries, and his proficiency in both business and tax matters enables him to offer valuable insights that drive organizational growth and long-term success. He is a graduate of the prestigious Rochester Institute of Technology, where he earned a Bachelor of Science in Accounting. In addition to being a licensed Certified Public Accountant (CPA) in New York State, Mr. Ayoub is an active member of the American Institute of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants (NYSSCPA).Outside of his professional responsibilities, Mr. Ayoub is a passionate advocate for community service. He has held leadership roles on several nonprofit boards, including the Make-A-Wish Foundation of Central New York, where he served as Past Chair. His commitment to giving back to the community further underscores his leadership and organizational capabilities. Mr. Ayoub’s unique combination of technical expertise, leadership experience, and business acumen makes him a key asset in providing the Board with valuable perspectives on business operations, corporate strategy, and tax-related matters. William A. Barclay is a graduate of St. Lawrence University and Syracuse University College of Law and is currently an attorney at the Syracuse law firm of Barclay Damon, LLP, where he specializes in business law. Mr. Barclay was elected Chairman of the Board effective June 6, 2024. Mr. Barclay has served on several community organizations throughout his career including the SUNY Oswego College Council, the Rosamond Gifford Zoo at Burnet Park, the Everson Museum of Art, and the Northern Oswego County Health Services, Inc. Mr. Barclay is the Chairman of the Board of Douglaston Manor, Inc. and also serves on the Board of Countryway Insurance Company. In addition to his business and charitable activities, Mr. Barclay serves as Minority Leader in the New York State Assembly. He represents the 120th Assembly District which includes the County of Oswego and parts of Cayuga and Jefferson counties. Mr. Barclay’s in-depth knowledge of the central New York area and his law and business experience provides the Board with a unique and valuable perspective into business and legal issues especially how they relate to the central New York region. James A. Dowd, CPA presently serves as President and Chief Executive Officer of the Company and the Bank. Mr. Dowd joined Pathfinder Bank in 1994, as Controller and has since held many prominent roles within the organization. In 1999, he was promoted to Chief Financial Officer followed by his additional appointment as Chief Operating Officer in 2017. Most recently, Mr. Dowd held the position of Executive Vice President and Chief Operating Officer until his appointment to Chief Executive Officer in 2022. He has played a significant role in the physical expansion of the Bank into Onondaga County, overall deposit growth, and the Bank’s increased brand recognition and enhanced reputation in its new markets. Mr. Dowd currently serves as a member of the Board of the Oswego County Land Bank and the Oswego Renaissance Association and serves as Vice President of the Board for Riverside Cemetery. In addition, Mr. Dowd spent 13 years in a leadership role with Oswego Harbor Festivals, Inc., including two years as the Festival’s president. Mr. Dowd's thirty years of industry knowledge, coupled with his experience in the finance and operations side of banking, makes him a valuable asset to the Board. John P. Funiciello is a licensed real estate broker and developer who owns and operates JF Real Estate in Syracuse, NY. Mr. Funiciello began his career in real estate in 1986 as a commercial real estate agent and founded JF Real Estate in 1992. JF Real Estate represents both owners and users of real estate, providing a wide array of skills and services that include brokerage, development, tenant and owner representation, site selection, space planning, building management, and much more. Currently, JF Real Estate represents approximately three million square feet of commercial and residential real estate in the Central New York Region. Mr. Funiciello is a graduate of the State University of New York at Cortland with a degree in Economics and a concentration in Business. He is an active member in the Syracuse community and has served on the Boards of Children’s Consortium and the Samaritan Center. He currently sits on the Board at the North West YMCA. Mr. Funiciello was recognized by the Central New York Business Journal’s 40 Under 40, an honor given to Onondaga County business leaders under the age of 40. Mr. Funiciello’s extensive real estate experience and knowledge of the local real estate market, as well as his insight into managing and overseeing a business, brings valuable expertise to the Board. Tony Scavuzzo, has been a director of the Company and the Bank since his appointment in June 2023. Mr. Scavuzzo, CFA, has been a Managing Principal of Castle Creek® since 2009. He sits on the Investment Committee for the Castle Creek funds and works with the board of directors at several portfolio companies including McGregor Bancshares, Central Payments LLC, Third Coast Bancshares, Blue Ridge Bankshares, Texas Community Bancshares, Enterprise Financial Services Corp, Guaranty Federal Bancshares, and SouthCrest Financial Group. Mr. Scavuzzo also serves on various board committees regarding governance, compensation, risk, and asset/liability management. Additionally, he is a member of the Investment Committee for Castle Creek Launchpad Fund I, a venture capital fund focused on the intersection of Fintech and Community Banking. Prior to joining the firm, Mr. Scavuzzo worked in an operating role for the Chief Executive Officer at MB Financial Bank (NASDAQ: MBFI) in Chicago where he was responsible for evaluation of merger and acquisition opportunities and capital investment strategy. He also held positions in various departments including corporate treasury, asset/liability management, wealth management, and credit analysis. Mr. Scavuzzo is currently a member of the Board of Trustees for the Dallas Police and Fire Pension System and a member of the CFA Society of Dallas/Fort Worth. He is also a member of The Dallas Petroleum Club. He was formerly Treasurer and member of the Board of Directors for the CFA Society of San Diego and past Chairman of the Finance Committee for the CFA Society of Chicago. Mr. Scavuzzo received his MBA from the University of Chicago Booth School of Business and graduated with a BBA in Finance from the University of Iowa. He is also a CFA Charterholder.
CONTINUING DIRECTORS
John F. Sharkey, III is President of Universal Metal Works, a custom metal fabrication facility, in Fulton, New York, and the Managing Partner of Universal Properties, LLC. Prior to his role with Universal Metal Works, Mr. Sharkey was President of Universal Joint Sales, a heavy-duty truck parts distributor, headquartered in Syracuse, New York. During his tenure at Universal Joint Sales, the company grew to 13 locations throughout the Northeast and Florida. In 1998, Mr. Sharkey sold Universal Joint Sales to FleetPride. For three years following the sale of the company, Mr. Sharkey acted as FleetPride’s Regional Vice President. Mr. Sharkey is an active member of the Central New York community, serving on boards including Center State CEO, Oswego State Economic Advisory Council, and volunteers as a pilot/crew member for Angel Flight. Mr. Sharkey’s management experience and business knowledge provides a valuable resource and perspective to the Board. Lloyd “Buddy” Stemple currently serves as the President of the Packaging & Automotive Group of Constellium (NYSE:CSTM) based in Muscle Shoals Alabama serving the Can and Automotive markets. He has held this position since September 2023. Prior to his present position, Mr. Stemple was the Chief Executive Officer of Constellium Rolled Products in Ravenswood, West Virginia, a global supplier of rolled aluminum to the Aerospace and Transportation materials industries and Chief Executive Officer of Oman Aluminum Rolling Company. The Oman Aluminum Rolling Company is a venture supported by the government of Oman which started commercial production of rolled aluminum in late 2013. Prior to his work in Oman, he was the Vice-President and General Manager of Novelis Specialty Products, Novelis Inc., which has manufacturing locations in Oswego, New York, Kingston, Ontario, Canada; and sales offices in Cleveland, Ohio and Detroit, Michigan. Mr. Stemple also serves as a Board and Executive Committee member of the Aluminum Association in Washington, DC. The Association promotes the use of aluminum and all matters impacting the industry. Mr. Stemple has an Engineering Degree, an MBA and a Master's Degree in International Management from McGill University and a Diploma from INSEAD in France. Mr. Stemple’s varied experience in management, strategic planning, human resources, and financial accountability of publicly traded companies is a valuable asset to our Board.
D. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR NOMINEES FOR DIRECTOR
D. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR NOMINEES FOR DIRECTOR Justin K. Bigham, age 51, joined Pathfinder Bank in 2024 as Senior Vice President and Chief Financial Officer of Pathfinder Bancorp and Pathfinder Bank, bringing over 20 years of experience in banking. Before joining Pathfinder Bank, Mr. Bigham spent 5 years at Five Star Bank where he served as Executive Vice President and Chief Financial Officer, then most recently serving as Executive Vice President and Chief Community Banking Officer. Prior to Five Star Bank, Mr. Bigham held several key leadership positions at First Niagara Financial Group and M&T Bank. Earlier in his career, Justin earned his CPA during his time spent at PricewaterhouseCoopers. In his role at Pathfinder Bancorp, Mr. Bigham oversees the treasury, finance, accounting, human resources, and project management functions of the Company. Robert G. Butkowski, age 49, has been employed by the Bank since 2010 and was appointed to the position of Senior Vice President and Chief Operating Officer in 2024. Mr. Butkowski is responsible for the daily operations of our branch network, which includes branch administration and business services. Prior to this appointment, he served as First Vice President, Branch Administration. Joseph P. McManus, age 43, serves as the Chief Information Officer at Pathfinder Bank, where he has been instrumental in advancing technology and information systems since joining in 2008. Before his current role, he served as First Vice President and Chief Technology Officer. Prior to his time at Pathfinder Bank, McManus worked as Senior Network Technician at Oswego County National Bank and Senior Information Systems Architect at PCC Information Services. Mr. McManus is responsible for electronic delivery channels, information security and technology platforms. William D. O’Brien, age 59, has been employed by the Bank since 1999. During his tenure, Mr. O’Brien has held various positions in the Bank including branch manager and commercial lender. Mr. O’Brien served as First Vice President of Credit Administration and was appointed Senior Vice President Chief Risk Officer of the Company and the Bank and the Company's Corporate Secretary in January 2020. Mr. O’Brien is responsible for overseeing the Enterprise Risk Management program, as well as Compliance, BSA/AML, Physical Security and Fraud and Information Security functions. Joseph F. Serbun, age 64, was appointed to Senior Vice President and Chief Credit Officer in 2024. Mr. Serbun joined Pathfinder Bank in 2023 as Special Assets Manager, bringing with him over 40 years of banking experience. Before retiring in September 2022 as President of Retail Banking at Community Bank, he held several key senior management positions, including Chief Credit Officer, Chief Banking Officer, and President of Retail Banking. His deep understanding of our markets and extensive expertise make him a valuable addition to the team. Ronald G. Tascarella, age 40, has been employed by the Bank since 2016 and was recently appointed to the position of Senior Vice President and Chief Lending Officer. Mr. Tascarella is responsible for the commercial lending, business banking, and residential lending activities of the Bank. Before this appointment, he served as Lending Sales Manager and Commercial Team Leader. Prior to joining Pathfinder Bank, he was Vice President and Relationship Manager at M&T Bank. Mr. Tascarella serves as a member on the board directors of Operation Oswego County, Inc. and Treasurer of Ronald McDonald House Charities of CNY. VI.