DEF 14A of Greene County Bancorp Inc, Sep 22, 2023

DEF 14A of Greene County Bancorp Inc

Filed Sep 22, 20230001140361-23-044878

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS The Company’s Board of Directors is comprised of eight members. The Company’s Bylaws provide that approximately one-third of the Company’s Directors are to be elected annually. Directors of the Company are generally elected to serve for three-year periods and until their respective successors have been elected and qualified. Two Directors will be elected at the Annual Meeting. The Nominating Committee of the Board of Directors has nominated Peter W. Hogan and Stephen E. Nelson each to serve for a three-year period and until their successor has been elected and qualified. Mr. Hogan and Mr. Nelson are currently members of the Board of Directors. All nominees have agreed to serve if elected. The table below sets forth certain information as of September 22, 2023 regarding the nominees and the other continuing members of the Board of Directors. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies for 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 any of the nominees 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 determine. At this time, the Board of Directors knows of no reason why any of the nominees would be unable to serve if elected. There are no arrangements or understandings between the nominees and any other person pursuant to which any of the nominees was selected. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED IN THIS PROXY STATEMENT.

  2. PROPOSAL 1—ELECTION OF DIRECTORS

    | Name(1) | Age | Positions Held | Director Since(2) | Term to Expire | Shares of Common Stock Beneficially Owned on Record Date(3) | Percent of Class | | NOMINEES | | | | | | | | Peter W. Hogan, CPA | 66 | Director | 2013 | 2026 | 72,000(4) | 0.4% | | Stephen E. Nelson | 56 | Director | 2021 | 2026 | 34,000(5) | 0.2% | | DIRECTORS CONTINUING IN OFFICE | | | | | | | | Donald E. Gibson | 58 | President, Chief Executive Officer and Director | 2007 | 2025 | 167,730(6) | 1.0% | | Tejraj S. Hada | 51 | Director | 2022 | 2025 | 5,540 | 0.0% | | David H. Jenkins, DVM | 71 | Director | 1996 | 2025 | 209,374 | 1.2% | | Jay P. Cahalan | 64 | Chairman of the Board | 2015 | 2024 | 34,440(7) | 0.2% | | Charles H. Schaefer, Esq | 71 | Director | 2003 | 2024 | 183,062(8) | 1.1% | | Michelle M. Plummer, CPA, CGMA | 57 | Senior Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director | 2015 | 2024 | 168,792(9) | 1.0% | | All Directors and executive officers as a group (8 persons) | | | | | 874,938 | 5.1% |

  3. PROPOSAL 1—ELECTION OF DIRECTORS

    | (1) The mailing address for each person listed is P.O. Box 470, 302 Main Street, Catskill, New York 12414. Each of the Directors listed is also a Director of Greene County Bancorp, MHC, which owns the majority of the Company’s issued and outstanding shares of common stock. |

  4. PROPOSAL 1—ELECTION OF DIRECTORS

    | (2) Where applicable, includes initial appointment to the Board of Trustees of the mutual predecessor to The Bank of Greene County. |

  5. PROPOSAL 1—ELECTION OF DIRECTORS

    | (3) See definition of “beneficial ownership” in the table “Security Ownership of Certain Beneficial Owners.” |

  6. PROPOSAL 1—ELECTION OF DIRECTORS

    | (4) Mr. Hogan’s shares included 72,000 held in a 401(k) plan. |

  7. PROPOSAL 1—ELECTION OF DIRECTORS

    | (5) Mr. Nelson retired from the Company and its affiliates as Executive Vice President and Chief Lending Officer effective December 31, 2020. |

  8. PROPOSAL 1—ELECTION OF DIRECTORS

    | (6) Mr. Gibson’s shares include 42,630 shares in The Bank of Greene County’s ESOP. |

  9. PROPOSAL 1—ELECTION OF DIRECTORS

    | (7) Mr. Cahalan’s shares include 7,060 shares held in an IRA. |

  10. PROPOSAL 1—ELECTION OF DIRECTORS

    | (8) Mr. Schaefer’s shares include 159,062 held in a SEP-IRA. |

  11. PROPOSAL 1—ELECTION OF DIRECTORS

    | (9) Ms. Plummer’s shares include 46,912 shares in The Bank of Greene County’s ESOP. |

  12. PROPOSAL 1—ELECTION OF DIRECTORS

    The biographies of the nominees, continuing Board members and executive officers are set forth below. With respect to Directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board of Directors to determine that the person should serve as a Director. Each Director is also a Director of Greene County Bancorp, MHC (the mutual holding company that owns 54.1% of the Company’s shares of common stock) and of The Bank of Greene County (the “Bank”).

  13. Nominees

    Nominees Peter W. Hogan, CPA is a shareholder in the Hudson, New York-based accounting firm of Karp, Ackerman, Small & Hogan, CPAs, P.C. He has been with the firm for over 30 years. Mr. Hogan is a certified public accountant. He became Chairman of the Board’s Audit Committee in December 2013. He was formerly a member of The Bank of Greene County’s Advisory Board. He has a Bachelor of Business Administration in Accounting from Siena College. Mr. Hogan brings to the Board of Directors his valuable experience as a business consultant and his expertise in dealing with accounting principles and financial reporting rules and regulations in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company. Stephen E. Nelson currently serves as Vice Chairman of the Board of Columbia Memorial Health. He is retired from the Company and the Bank. Prior to his retirement in December 2020, Mr. Nelson served as Executive Vice President and Chief Lending Officer of the Company and the Bank since 2008. Prior to this appointment, Mr. Nelson served as Senior Vice President of the Company and Bank since 2001 and has served in various capacities with the Bank since 1988. Mr. Nelson obtained a Bachelor of Arts in Business from Hartwick College, and a Master of Business Administration from the College of Saint Rose. Mr. Nelson’s tenure as an executive officer with The Bank of Greene County, including as its chief lending officer, provides broad industry and specific institutional knowledge and experience to the Board of Directors.

  14. Continuing Directors

    Continuing Directors Jay P. Cahalan is the retired President and Chief Executive Officer of Columbia Memorial Health (CMH). He continues to serve CMH as a Columbia Memorial Health Foundation Board member. Mr. Cahalan worked with CMH for 29 years in executive leadership positions prior to his retirement in 2022. He was also President and part-owner of Hudson Health & Fitness in Hudson, and served as President of the Greene County Rural Health Network before retiring as its President in 2016. Prior to his appointment to the Board of Directors in 2015, Mr. Cahalan served as a member of The Bank of Greene County’s Advisory Board of Directors since 2012. Mr. Cahalan has a Master of Science in Law from Champlain College in Vermont, a Master of Arts from University of Connecticut, and a Bachelor of Science from Southern Connecticut State University. Mr. Cahalan’s health care services experience provides valuable business and leadership skills and financial acumen to the Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company. Donald E. Gibson has served as President and Chief Executive Officer of the Company and the Bank since June 2007. Prior to these appointments, Mr. Gibson served in various capacities with the Bank since 1987. Mr. Gibson is a Member of the Board of Directors of New York Bankers Association and past Chairperson. He is a member of the Board of Directors of the Atlantic Community Bankers Bank, and was elected Vice Chairperson in April 2023. Mr. Gibson is also a Member of the Visa© Executive Client Council. Mr. Gibson obtained a Master of Business Administration from the College of Saint Rose. As Chief Executive Officer, Mr. Gibson’s experience in leading the Company and his responsibilities for the strategic direction and management of the Company’s day-to-day operations bring broad industry and specific institutional knowledge and experience to the Board of Directors. Tejraj S. Hada is a former franchisee of Five Guys Burgers and Fries and TCBY. These holdings included 29 locations, in two states, with over 500 employees. Mr. Hada has been in the restaurant industry for more than 18 years and recently sold his restaurant operations. Mr. Hada was awarded the Best Franchisee of the year 2015 by Five Guys corporate. He is the co-owner of a Hilton Garden Inn, and owns commercial real estate in upstate NY. He is a Computer Science graduate from Engineering College Kota, India, with a Post Graduate Diploma in Industrial Engineering from National Productivity Council, India. After college, Mr. Hada worked as a software engineer and project leader for 10 years. Prior to his appointment to the Board of Directors in 2022, Mr. Hada served as a member of The Bank of Greene County’s Advisory Board of Directors. He is a board member of the Guilderland Chamber of Commerce, and a recipient of the Small Business Excellence award in 2010 by the US Small Business Administration. Mr. Hada brings valuable business and leadership skills and financial acumen to the Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company. David H. Jenkins, DVM is a veterinarian and the former owner of Catskill Animal Hospital, Catskill, New York. Dr. Jenkins’ over 30 years of experience as owner and manager of a locally operated business bring valuable business and leadership skills and financial acumen to the Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company. Michelle M. Plummer, CPA, CGMA is a certified public accountant and a chartered global management accountant and currently serves as Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company and the Bank. She had served as Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company and the Bank since 2007. Prior to these appointments, Ms. Plummer served as Chief Financial Officer of the Company and the Bank since May 1999 and Chief Financial Officer and Treasurer since January 2002. Prior to that time, Ms. Plummer held positions with KPMG LLP and with the Federal Reserve Bank of New York. Ms. Plummer obtained a Master of Science from Pace University and a Bachelor of Science from Marist College. Ms. Plummer is a member of the AICPA and NYSSCPA. Ms. Plummer’s banking and accounting industry experience and responsibilities for the day-to-day operations and financial accounting and regulatory reporting functions for the Company and the Bank brings valuable business and leadership skills and financial acumen to the Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company. Charles H. Schaefer is founding partner of the law firm, Deily & Schaefer, Catskill, New York. Mr. Schaefer is a member of the American Bar Association’s Committee on Banking Law as well as a member of the New York State Bankers Association’s Section on Business Law and its banking subcommittee. Since 1977 he has advised the Bank on various legal matters, becoming General Counsel in 1988 to the Bank’s predecessor, Greene County Savings Bank. As an experienced attorney, Mr. Schaefer brings to the Board a unique and valuable perspective on legal and legal-related issues that may arise in the operations and management of the Company and the Bank.

  15. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Securities and Exchange Commission Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (“PEO”) and to our Non-PEO Named Executive Officers (“Non-PEO NEOs”). The following table sets forth the Compensation Actually Paid to the Company’s CEO and Average Compensation Actually Paid to the Company’s Non-PEO NEOs for fiscal years 2023 and 2022, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid”, as defined under SEC rules. In addition, the table provides our cumulative Total Shareholder Return (“TSR”) and Net Income.

  16. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(1) | Net Income(2) (in thousands) | | 2023 | $1,976,500 | $1,976,500 | $1,195,100 | $1,195,100 | $217.38 | $30,785 | | 2022 | $1,785,300 | $1,785,300 | $1,076,900 | $1,076,900 | $163.31 | $27,986 |

  17. Pay Versus Performance

    | (1) Total shareholder return value represents the Company’s TSR based on an initial $100 investment on June 30, 2021, assuming the reinvestment of dividends. |

  18. Pay Versus Performance

    | (2) Net Income is calculated in accordance with GAAP and reflects the amounts reported in the Company’s Annual Report on Form 10-K for the applicable year |

  19. Pay Versus Performance

    | (3) No adjustments were required to calculate Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs in accordance with the SEC methodology as no equity awards were outstanding as of fiscal years end 2023 and 2022. |

  20. Pay Versus Performance

    The following charts illustrate the relationships between compensation actually paid to the PEO and the average compensation paid to the Non-PEO NEOs to the Company’s cumulative TSR and Net Income, respectively for fiscal years 2022 and 2023. Employment Agreements. Donald E. Gibson and Michelle M. Plummer have each entered into an employment agreement with the Bank. Mr. Gibson’s and Ms. Plummer’s employment agreements are substantially identical and were initially effective July 1, 2007. As of July 1, 2022, Mr. Gibson’s employment agreement provided for a base salary of $608,000, and Ms. Plummer’s employment agreement provided for a base salary of $344,950. Mr. Gibson’s and Ms. Plummer’s agreements have a term of 36 months from July 1, 2022. Mr. Gibson’s and Ms. Plummer’s agreements renew each July 1st for an additional year such that the remaining term is 36 full calendar months unless written notice is provided to the executive at least ten days, but not more than 60 days, prior to any such anniversary date that his or her employment shall cease at the end of 36 months following such anniversary date. Prior to each notice period for non‑renewal, the disinterested members of the Board of Directors of the Bank conduct a comprehensive performance evaluation and review of the executive for purposes of determining whether to extend the agreement. Under each agreement, the executive’s base salary is reviewed annually, and the base salary may be increased but not decreased. In addition to the base salary, the executive is provided all such other benefits as are provided uniformly to permanent full‑time employees of the Bank. In addition, under each agreement, the Bank will provide the executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which the executive was participating or otherwise deriving a benefit from prior to the commencement of the agreement and will not, with the executive’s prior written consent, make any changes in such plans, arrangements or perquisites. Further, under each agreement, the executive is entitled to participate in or receive benefits under any employee benefit plans, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit‑sharing plans, health‑and‑accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank in the future to its senior executives and key management employees. Each agreement provides for termination by the Bank for cause at any time. If the agreement is terminated for cause, the executive will not receive any compensation or other benefits from the Bank or the Company. Under Mr. Gibson’s and Ms. Plummer’s agreements, if the executive’s employment is terminated for any reason other than for cause, death, disability or retirement, including resignation upon, among other things, failure to reappoint the executive to his or her office, a material diminution of the executive’s duties or a breach of the agreement by the Bank, or if the executive voluntarily resigns his or her employment on or after a change in control of the Company or the Bank during the term of the agreement, then the Bank is obligated to pay to the executive a lump sum equal to three times the sum of the then current base salary and the highest rate of bonus awarded to the executive during the prior three years. If such amount is determined to constitute an “excess parachute payment” as defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the amount would be reduced so as not to trigger any excise taxes or penalties under Code Section 280G and 4999. In the event of Mr. Gibson’s or Ms. Plummer’s disability for a period of six months, the Bank may terminate the agreement, provided that the Bank will be obligated to pay the executive his or her base salary for the remaining term of the agreement or one year, whichever is longer (provided such payments are reduced by the amount of any disability insurance payments). In the event of Mr. Gibson’s or Ms. Plummer’s death during the term of the agreement, the Bank will pay his or her base salary to the named beneficiaries for one year following the date of death. Each agreement provides that, following the termination of the executive’s employment as a result of which the Bank is paying the executive termination benefits (other than termination on or following a change in control), the executive will not compete with the Bank for a period of one year in any city or county in which the Bank has an office or has filed an application for regulatory approval to establish an office. Supplemental Executive Retirement Plan. The Bank adopted The Bank of Greene County Supplemental Executive Retirement Plan (the “SERP”), effective as of July 1, 2010. The SERP benefits certain key senior executives of the Bank who are selected by the Board to participate, including our Named Executive Officers, Donald E. Gibson and Michelle M. Plummer. The SERP is intended to provide a benefit from the Bank upon retirement, death, disability or voluntary or involuntary termination of service other than for “cause,” as defined in the SERP. Accordingly, the SERP obligates the Bank to make a contribution to each executive’s account on the first business day of each July and permits each executive to defer up to 50% of his or her base salary and 100% of his or her annual bonus to the SERP, subject to the requirements of Code Section 409A. In addition, the Bank may, but is not required to, make additional discretionary contributions to the executives’ accounts from time to time. An executive becomes vested in the Bank’s contributions after 10 calendar years of service following the effective date of the SERP. In accordance with an amendment to the SERP, participants initially participating on or after June 21, 2016 shall be required to complete 10 years of service, measured from the participant’s initial date of participation in the SERP. However, the Executive will vest in his or her account and in the present value of future annual contributions in the event of death, disability or a change in control of the Bank or the Company. In the event the executive is terminated involuntarily or resigns for good reason following a change in control, the present value of all remaining Bank contributions is accelerated and paid to the executive’s account, subject to potential reduction to avoid an excess parachute payment under Code Section 280G. In the event of the executive’s death, disability or termination within two years after a change in control, executive’s account will be paid in a lump sum to the executive or his beneficiary, as applicable. In the event an executive is entitled to a benefit from the SERP due to retirement or other termination of employment, the benefit will be paid in 10 annual installments. During fiscal year 2023, the Bank made contributions to the SERP of $100,000 and $42,000 for Mr. Gibson and Ms. Plummer, respectively. Added to these amounts was $150,000 for Mr. Gibson and $50,000 for Ms. Plummer in additional discretionary contributions.

  21. Pay Versus Performance

    Defined Benefit Pension Plan. Prior to April 2009, the Bank had participated in the Financial Institutions Retirement Fund, which is a qualified, tax-exempt multiple-employer defined benefit plan (the “Retirement Plan”). Effective April 2009, the Bank ceased its participation within the multiple-employer plan and transferred the assets to a single-employer defined benefit pension plan (the “Retirement Plan”). Benefits continue to be frozen at July 1, 2006 levels. During fiscal 2006, the Board of Directors approved changes to the Retirement Plan. Effective January 1, 2006, the Board of Directors of the Bank resolved to exclude from membership in the Retirement Plan employees hired on or after January 1, 2006 and elected to cease additional benefit accruals to existing Retirement Plan participants effective July 1, 2006. Prior to the Retirement Plan freeze, all employees age 21 or older who worked at the Bank for a period of one year in which they had 1,000 or more hours of service were eligible for membership in the Retirement Plan. Once eligible, an employee must have been credited with 1,000 or more hours of service with the Bank during the year in order to accrue benefits under the Retirement Plan. Historically, the Bank annually contributed an amount to the Retirement Plan necessary to supplement full funding requirements in accordance with the Employee Retirement Income Security Act (“ERISA”). The regular form of all retirement benefits (i.e., normal, early or disability) is a life annuity with a guaranteed term of 10 years. For a married participant, the normal form of benefit is a joint and survivor annuity where, upon the participant’s death, the participant’s spouse is entitled to receive a benefit equal to the computed value of such unpaid installments paid in lump sum. Either the member or beneficiary may elect to have this benefit paid in the form of installments. Where death occurs prior to a member’s benefit commencement, in no event shall the death benefit be less than the amount payable under the lump sum settlement options. An optional form of benefit may be selected instead of the normal form of benefits. These optional forms include various annuity forms as well as a lump sum payment after age 55. Benefits payable upon death may be made in a lump sum, installments over 10 years, or a lifetime annuity. The normal retirement benefit payable at or after age 65, is an amount equal to 1.5% multiplied by years of benefit service (not to exceed 30) times average compensation based on the average of the five years providing the highest average. A reduced benefit is payable upon retirement at age 55 at or after completion of five years of service. A member is fully vested in his account upon completion of five or more years of employment or upon attaining normal retirement age. As of June 30, 2023, Mr. Gibson had 19 years, and Ms. Plummer had 7 years of credited service (i.e., benefit service) under the Retirement Plan, frozen as of July 1, 2006. Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long Term Incentive Plan. The Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long Term Incentive Plan (the “Plan”) was adopted in 2011 to promote the long-term financial success of the Company and its subsidiaries by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests with those of the Company’s shareholders. The plan is administered by the Compensation Committee of the Board of Directors of the Company (“Committee”) and is intended to provide benefits to Mr. Gibson, Ms. Plummer and other employees of the Company or any subsidiary selected by the Committee. Directors of the Company or any subsidiary are also eligible to participate in the Plan. Effective July 1, 2018, the Plan was amended to increase the authorized phantom stock options to 11,600,000 and on August 16, 2022 the Plan was amended to increase the authorized phantom stock options to 16,000,000 of which, 12,354,004 options have been granted to date. A phantom stock option represents the right to receive a cash payment on the date the award vests equal to the positive difference between the strike price of the phantom stock options on the grant date and the adjusted book value of a share of the Company’s common stock on the determination date, which is the last day of the Plan year that is the end of the third plan year after the grant date of the award, unless otherwise specified by the Committee. The strike price will be the price established by the Committee, which will not be less than 100% of the book value of a share on a specified date, as determined under generally accepted accounting principles (GAAP) as of the last day of the quarter ending on or immediately preceding the valuation date with adjustments made, in the sole discretion of the Committee, to exclude accumulated other comprehensive income. Unless the Committee determines otherwise, the required period of service for full vesting will be three years, subject to acceleration of vesting in the event of the participant’s death, disability, involuntary termination without cause or the occurrence of a second-step conversion or change in control. In the event of separation of service (as defined in the Plan) for any reason other than disability, death or termination without cause, phantom stock options will be forfeited. In the event of termination for cause, the phantom stock options granted to a participant will expire and be forfeited. Upon separation of service due to disability, death or involuntary termination without cause, including resignation for “good reason” (as defined in the Plan), all phantom stock options will become fully vested and payment of the cash value of the phantom stock options will be made no later than 75 days after the participant’s separation of service. At the time of the consummation of a change in control or second-step conversion, the phantom stock options held by a participant will be deemed to have been fully earned. The cash value of outstanding awards will be paid no later than 75 days after the change in control or second-step conversion. In the event of a change in control, any performance measure attached to an award will be deemed satisfied as of the date of the change in control. In the event of a change in control, the cash value of the phantom stock option will be determined by multiplying the adjusted book value of a share of Company common stock by the price-to-book value multiple of a share of the Company stock, where the price reflects the merger consideration per share, and then subtracting the strike price. Under the Plan, during the fiscal year ended June 30, 2023, the Company awarded 166,200; and 114,200 phantom stock options to Mr. Gibson and Ms. Plummer, respectively. Directors are eligible to participate in the Plan and were awarded the following phantom stock options during fiscal 2023: 27,800 to Mr. Hogan; 20,000 to Mr. Nelson; and the other directors, excluding Mr. Gibson and Ms. Plummer, were each awarded 26,000. Other employees of the Company were also awarded, in total, 401,000 phantom stock options. The strike price on the grant date was an adjusted book value of a share of the Company’s stock of $10.34. These options will vest in three years at which time the participants will receive cash payment on the date the award vests equal to the positive difference between the strike price on the grant date and the adjusted book value of a share of the Company’s common stock on the determination date, which is the last day of the Plan year, unless otherwise specified by the Committee. All share and per share data has been retroactively adjusted in all periods presented to reflect the 2-for-1 stock split, which was effected on March 23, 2023, as if the new share options had been granted at the same time as the original share options.

  22. Directors’ Compensation

    | Name | Fees Earned or Paid In Cash ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($) | Total ($) | | Paul Slutzky(2) | 22,000 | 133,200 | 184,490(3) | 339,690 | | Peter W. Hogan, CPA | 49,200 | 142,080 | --- | 191,280 | | Jay Cahalan | 48,675 | 133,200 | --- | 181,875 | | David H. Jenkins, DVM | 41,525 | 133,200 | --- | 174,725 | | Charles H. Schaefer | 39,600 | 133,200 | --- | 172,800 | | Stephen E. Nelson | 39,600 | --- | --- | 39,600 | | Tejraj S. Hada | 24,600 | --- | --- | 24,600 |