DEF 14A of Greene County Bancorp Inc, Sep 19, 2025

DEF 14A of Greene County Bancorp Inc

Filed Sep 19, 20250001140361-25-035495

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. Three Directors will be elected at the Annual Meeting. The Nominating Committee of the Board of Directors has nominated Donald E. Gibson, Tejraj S. Hada, and John Brust each to serve for a three-year period and until their successor has been elected and qualified. Mr. Gibson and Mr. Hada are current members of the Board of Directors. Mr. Brust will be joining the Board if elected. All nominees have agreed to serve if elected. The table below sets forth certain information as of September 2, 2025 regarding the nominees and the other continuing members of the Board of Directors and named executive officers. 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 were 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 | | | | | | | | John Brust | 68 | Director | N/A | 2028 | 2,100(4) | 0.0% | | Tejraj S. Hada | 53 | Director | 2022 | 2028 | 22,777 | 0.1% | | Donald E. Gibson | 60 | President, Chief Executive Officer and Director | 2007 | 2028 | 170,195(5) | 1.0% | | DIRECTORS CONTINUING IN OFFICE | | | | | | | | Christopher Cannucciari | 44 | Director | 2024 | 2026 | 2,297(6) | 0.0% | | Peter W. Hogan, CPA | 68 | Director | 2013 | 2026 | 72,000(7) | 0.4% | | Jay P. Cahalan | 66 | Chairman of the Board | 2015 | 2027 | 31,124 | 0.2% | | Michelle M. Plummer, CPA, CGMA | 59 | Director | 2015 | 2027 | 159,032(8) | 0.9% | | Charles H. Schaefer, Esq | 73 | Director | 2003 | 2027 | 189,895(9) | 1.1% | | DIRECTOR RETIRING | | | | | | | | David H. Jenkins, DVM | 74 | Director | 1996 | 2025 | 209,374 | 1.2% | | EXECUTIVE OFFICERS | | | | | | | | John Antalek | 50 | Executive Vice President and Chief Lending Officer | N/A | N/A | 7,690(10) | 0.0% | | Nick Barzee | 40 | Senior Vice President and Chief Financial Officer | N/A | N/A | 3,616(11) | 0.0% | | All Directors and Executive officers as a group (11 persons) | | | | | 870,100 | 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 are 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. Brust’s shares included 2,100 shares held in a 401(k) plan. |

  7. PROPOSAL 1—ELECTION OF DIRECTORS

    | (5) Mr. Gibson’s shares include 45,095 shares in The Bank of Greene County’s ESOP. |

  8. PROPOSAL 1—ELECTION OF DIRECTORS

    | (6) Mr. Cannucciari’s shares include 310 shares held in a 401(k) plan. |

  9. PROPOSAL 1—ELECTION OF DIRECTORS

    | (7) Mr. Hogan’s shares included 72,000 shares held in a 401(k) plan. |

  10. PROPOSAL 1—ELECTION OF DIRECTORS

    | (8) Ms. Plummer’s shares include 49,472 shares in The Bank of Greene County’s ESOP. |

  11. PROPOSAL 1—ELECTION OF DIRECTORS

    | (9) Mr. Schaefer’s shares include 165,895 shares held in a SEP-IRA. |

  12. PROPOSAL 1—ELECTION OF DIRECTORS

    | (10) Mr. Antalek’s shares include 1,023 shares in The Bank of Greene County’s ESOP and 6,067 shares in The Bank of Greene County’s 401(k) Plan. |

  13. PROPOSAL 1—ELECTION OF DIRECTORS

    | (11) Mr. Barzee’s shares include 376 shares in The Bank of Greene County’s ESOP and 3,240 shares in The Bank of Greene County’s 401(k) Plan. |

  14. 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”).

  15. Nominees

    Nominees John Brust is the Principal and an owner of Delaware Engineering, D.P.C, an Albany-based firm engaged in civil and environmental engineering throughout New York State. Mr. Brust joined Delaware Engineering in 1998 and has over 30 years of experience in technical consulting as well as a broad perspective regarding the economy and the environment. Mr. Brust has been a member of The Bank of Greene County Advisory Board since 2019, and is a graduate of Seton Hall University, and holds a Master of Environmental Science from Rutgers University. Mr. Brust brings to the Board of Directors his expertise in supporting the economic development of New York communities, his experience with regulatory affairs, and his relationships with state and regional agencies, 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. Tejraj S. Hada is a highly accomplished entrepreneur and investor with nearly two decades of leadership in the restaurant and hospitality industries. Since 2022, Mr. Hada has been the co-owner of a Hilton Garden Inn and Magnoliya Convention Center in Virginia and holds multiple commercial real estate properties in upstate New York. As a former franchisee of Five Guys Burgers and Fries and TCBY, Mr. Hada oversaw 29 locations across New York and Massachusetts. At its peak, his operations employed more than 500 staff members, and his strong commitment to operational excellence earned him Five Guys’ Franchisee of the Year award in 2015. After successfully selling his restaurant operations, Mr. Hada shifted his focus to other ventures. Mr. Hada holds a degree in Computer Science from the Engineering College Kota and a Postgraduate Diploma in Industrial Engineering from the National Productivity Council in India. Before entering the restaurant industry, he spent 10 years as a software engineer and project leader. In recognition of his entrepreneurial achievements, Mr. Hada was honored with the Small Business Excellence Award by the U.S. Small Business Administration in 2010. 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 has served as a board member of the Guilderland Chamber of Commerce. 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. Donald E. Gibson has served as President and Chief Executive Officer of Greene County Bancorp, Inc. and the Bank of Greene County since 2007. He has been with the Bank since 1987, holding various positions of increasing responsibility prior to his appointment as President and CEO. Under his leadership as President and CEO, the Bank has grown from approximately $300 million in assets to over $3 billion and has achieved record earnings in 16 of the past 17 years. Mr. Gibson also serves as Chairperson of the Board of Directors of Atlantic Community Bankers Bank and is a current Board Member and past Chairperson of the New York State Bankers Association. He holds a Master of Business Administration from The College of Saint Rose and a Bachelor’s degree in Business and Economics from the State University of New York College at Oneonta. 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.

  16. Continuing Directors

    Continuing Directors Christopher Cannucciari is a partner at Lutz, Selig & Zeronda, CPAs, LLP. Mr. Cannucciari is a Certified Public Accountant and Accredited in Business Valuation, and earned his Bachelor of Science in Finance from Siena College and his Master of Business Administration in Public Accounting from the University of Rochester. Mr. Cannucciari was elected to the Board of Directors in 2024 and had previously been a member of The Bank of Greene County’s Advisory Board since 2013. Mr. Cannucciari served as the Northeast Chapter President for the New York State Society of CPA’s for the term ended May 31, 2016, and was a Board Member from 2012-2018. Mr. Cannucciari also serves as Treasurer of the Capital Region Chamber of Commerce. Mr. Cannucciari brings his expertise in accounting principles as well as tax and financial reporting rules and regulations to the Board of Greene County Bancorp, Inc., 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. Peter W. Hogan 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. Jay P. Cahalan is retired. Prior to his retirement in 2022, Mr. Cahalan was the former President and Chief Executive Officer of Columbia Memorial Health (CMH). He continues to serve CMH as Chairman of the Columbia Memorial Health Foundation. Mr. Cahalan worked with CMH for 29 years in executive leadership positions prior to his retirement. 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 the 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. Michelle M. Plummer is retired. Prior to her retirement in June 2024, Ms. Plummer served as Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer, a position held since 2020. Prior to this appointment, Ms. Plummer 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. Ms. Plummer is a Certified Public Accountant and a Chartered Global Management Accountant. Prior to her tenure at the Company and Bank, Ms. Plummer held positions with KPMG LLP and 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 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.

  17. 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 PEO and Average Compensation Actually Paid to the Company’s Non-PEO NEOs for fiscal years 2025, 2024 and 2023, 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.

  18. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net Income(4) (in thousands) | | 2025 | $2,164,000 | $2,164,000 | $513,350 | $513,350 | $101.58 | $31,138 | | 2024 | $2,216,800 | $2,216,800 | $944,450 | $944,450 | $152.17 | $24,769 | | 2023 | $1,976,500 | $1,976,500 | $1,195,100 | $1,195,100 | $133.11 | $30,785 |

  19. Pay Versus Performance

    | (1) Mr. Gibson was our PEO in 2025, 2024 and 2023. In 2025, the Non-PEOs were Mr. Antalek and Mr. Barzee. In 2024 the Non-PEOs were Ms. Plummer and Mr. Antalek and in 2023 the Non-PEO was Ms. Plummer. |

  20. Pay Versus Performance

    | (2) 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 2025, 2024 and 2023. |

  21. Pay Versus Performance

    | (3) Total shareholder return value represents the Company’s TSR based on an initial $100 investment on June 30, 2022, assuming the reinvestment of dividends. |

  22. Pay Versus Performance

    | (4) 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. |

  23. 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 the three most recent fiscal years. Employment Agreements. Donald E. Gibson has entered into an employment agreement with the Bank. Mr. Gibson’s employment agreement was initially effective July 1, 2007. As of July 1, 2025, Mr. Gibson’s base salary was $715,000. Mr. Gibson’s agreement has a term of 36 months from July 1, 2025. Mr. Gibson’s agreement renews 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 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 the 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 with 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 the 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. The 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 agreement, 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 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 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 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 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 death during the term of the agreement, the Bank will pay his base salary to the named beneficiaries for one year following the date of death. The 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. 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. 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 at least 10 years of service, measured from the participant’s initial date of participation in the SERP. In accordance with a participation agreement to the SERP for Mr. Barzee, effective July 1, 2024, shall be required to complete 20 years of service, as defined in the SERP Plan, to be fully vested, with partial vesting in years 10 to 19. 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 2025, the Bank made contributions to the SERP of $100,000, $20,000, and $20,000 for Mr. Gibson, Mr. Antalek, and Mr. Barzee respectively. Added to these amounts were $200,000 for Mr. Gibson, $40,000 for Mr. Antalek, and $40,000 for Mr. Barzee in additional discretionary contributions.

  24. 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, 2025, Mr. Gibson had 19 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 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, 13,677,694 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, 2025, the Company awarded 141,270, 24,000, and 12,000 phantom stock options to Mr. Gibson, Mr. Antalek, and Mr. Barzee respectively. Directors are eligible to participate in the Plan and were awarded the following phantom stock options during fiscal 2025: 24,565 to Mr. Cahalan; 23,460 to Mr. Hogan; 20,000 to Mr. Hada; 22,100 to Ms. Plummer, Mr. Schaefer and Mr. Jenkins. Other employees of the Company were also awarded, in total, 340,000 phantom stock options. The strike price on the grant date was an adjusted book value of a share of the Company’s stock of $13.26. 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.

  25. Directors’ Compensation

    | Name | Fees Earned or Paid In Cash ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($) | Total ($) | | Peter W. Hogan, CPA | 49,200 | 143,616 | --- | 192,816 | | Jay Cahalan | 52,800 | 134,640 | --- | 187,440 | | David H. Jenkins, DVM | 42,900 | 134,640 | --- | 177,540 | | Charles H. Schaefer | 39,600 | 134,640 | --- | 174,240 | | Tejraj S. Hada | 36,300 | --- | --- | 36,300 | | Michelle Plummer | 36,300 | --- | --- | 36,300 | | Christopher Cannucciari | 23,100 | --- | --- | 23,100 |