DEF 14A of Pioneer Bancorp, Inc./MD
Filed Oct 21, 2024 · FY20240001558370-24-013416
PROPOSAL I—ELECTION OF DIRECTORS
PROPOSAL I—ELECTION OF DIRECTORS Our Board of Directors is currently comprised of eight members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Thomas Amell, Shaun Mahoney and Dr. Charles Seifert have been nominated for election at the annual meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. Each nominee is currently a director of Pioneer Bancorp. The following sets forth certain information regarding the nominees and the other current members of our Board of Directors, 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 any nominee) will be voted at the annual meeting for the election of the proposed nominees. If a 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 determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of June 30, 2024, and term as a director includes service with Pioneer Bank, National Association (“Pioneer Bank”) and its predecessor. Pioneer Bank was first chartered in 1889 as a New York state chartered savings bank and converted to a national bank on April 1, 2024. 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 Board of Directors to determine that the person should serve as a director. Each director of Pioneer Bancorp is also a director of Pioneer Bank.
Directors
Directors The nominees for director of Pioneer Bancorp for terms ending in 2027: Thomas L. Amell (age 57) has served as President and Chief Executive Officer of Pioneer Bank since June 2013. Mr. Amell’s banking career spans more than 30 years working in different areas of banking, including retail and commercial sales management and executive leadership. Before joining Pioneer Bank, Mr. Amell served as President – Commercial Services of State Employees Federal Credit Union. Prior to that, Mr. Amell was Regional President at First Niagara Bank. Mr. Amell is actively involved in various organizations, currently as Past Chair and Board Member of the Independent Bankers Association of New York State, a member of the Board of Directors for the New York Bankers Association, a member of the 50 Group, a past Chairman of the Board of the Center for Economic Growth and a member of the Executive Committee of the Siena College Board of Trustees. He has also received many awards during his career, including Albany Business Review’s “Executive of the Year” and “40 Under 40,” the AMA of New York Capital Region Chapter’s “Marketer of Excellence,” Hudson Valley Community College’s “Otto V. Guenther Career Achievement Award,” the Big Brothers’/Big Sisters’ “Spirits of September Honoree” and 2015 Champion for Children Award from Northern Rivers. Mr. Amell’s extensive knowledge of the banking industry and strong leadership skills provides the board with invaluable insight and guidance into the business and regulatory requirements of today’s banking environment. Mr. Amell joined Pioneer Bank’s board in 2012 and has been a member of the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation. Shaun Mahoney (age 60) is the Founder and Chief Executive Officer of the Mahoney Performance Institute, which he began in 2009. As founder of the Mahoney Performance Institute, Mr. Mahoney has developed a continuum of leadership, strategy, and culture development programs. He has also served in a number of management and executive roles at private and public companies such as The Chase Manhattan Bank, Equifax, and Housecall Medical Resources. Mr. Mahoney is a board member for Black Watch Premier Soccer Club and a member of the Albany 50 Group. He is the former Chairman and board member of NextRidge, Inc., a former board member of the Center for Economic Growth and the former Chairman of the Dean’s Advisory Council for the Siena College School of Business. He is also a Chartered Financial Analyst (CFA). Mr. Mahoney’s skills in driving company performance and knowledge of the local community provides the board with valuable insight regarding our performance and growth objectives. Mr. Mahoney joined Pioneer Bank’s board in 2019 and has been a member of the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation. Charles Seifert (age 62) is the President of Siena College (“Siena”), a private Franciscan liberal arts college located in Loudonville, New York, since June 2023. Prior to serving in that role, he has served as a faculty member at every rank, dean, and interim vice president for academic affairs for Siena, including serving as the dean of the School of Business from 2014 to 2019 and 2020 to 2023, and the interim vice president for academic affairs from 2019 to 2020. Dr. Seifert is also the founder of Siena’s Institute for Leadership Development and has steered numerous committees and task forces. Prior to entering academia Dr. Seifert had a successful career in banking and finance in the Capital Region. He served as chief financial officer of the Albany-Colonie Regional Chamber of Commerce and served as a vice president of Evergreen Bank and a manager at First American Bank. Dr. Seifert’s extensive leadership, management, and banking experience provides the board with valuable insight to execute our growth objectives. Mr. Seifert joined the Pioneer Bancorp, Pioneer Bancorp, MHC and Pioneer Bank’s boards in 2024. The following directors of Pioneer Bancorp have terms ending in 2025: Eileen C. Bagnoli (age 75) served in various capacities with Pioneer Bank since 1972 until her retirement with Pioneer Bank in June 2013 after a 41-year career. During her tenure, Ms. Bagnoli held positions at Pioneer Bank in retail branch management, marketing, human resources and operations, and served as Chief Executive Officer from June 2010 until June 2013 and as Executive Vice President and Chief Operating Officer from 2003 until June 2010. Ms. Bagnoli was actively involved in the New York Bankers Association, as well as the Independent Bankers Association of New York State. She served as a director and past board chair of the Commission on Economic Opportunity and the New York State Higher Education Services Corporation Board and additionally served for over 22 years on the board of the Helping Hands School. In 2008, she was honored for her distinguished career with the “Women of Excellence” award by the Albany-Colonie Regional Chamber of Commerce and in 2010 was the recipient of the Capital District Business Review’s Women in Business Outstanding Executive award. Ms. Bagnoli served on the board of WMHT Educational Telecommunications until 2016. Ms. Bagnoli’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which we serve affords the board valuable insight regarding our business and operations. Ms. Bagnoli joined Pioneer Bank’s board in 2010 and has been a member of the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation. Madeline Taylor (age 78) is a consultant to the Association Management Division of Capital Hill Management Services where she is involved in Business Development and Client Relations. Prior to this, Ms. Taylor spent 17 years with the Albany-Colonie Regional Chamber of Commerce where she served in various executive level positions, the last seven years of which were as President and Chief Executive Officer of the Chamber. During her tenure as Chamber President, Ms. Taylor was credited with spearheading the “Tech Valley” initiative of the Capital Region and became a founding member of the Tech Valley Chamber Coalition. Ms. Taylor has served on the boards of the New York State Economic Development Council, the Empire State Certified Development Corporation, the Albany Academy for Girls, Albany Memorial and Samaritan Hospitals and as a member of the President’s Council of Russell Sage College. Ms. Taylor was also appointed by former New York Governor George Pataki to serve on the Board of the Harriman Campus Development Corp. Ms. Taylor has been the recipient of several awards, including being named one of the “100 Women of Excellence” by the Women’s Business Council of the Albany-Colonie Chamber, the Marketer of the Year by the American Marketing Association, Distinguished Leadership Award by the National Association for Community Leadership and was featured as a “Woman in the News” by the Women’s Press Club of New York State. Ms. Taylor’s business and public policy experience, community service and strong knowledge of the business climate of the New York Capital Region brings extensive insight into the customers who live in our market area and economic developments affecting our market area. Ms. Taylor joined Pioneer Bank’s board in 2003 and has been a member of the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation. The following directors of Pioneer Bancorp have terms ending in 2026:
Directors
Stacy Hengsterman (age 52) is the President and Chief Executive Officer of Special Olympics New York, the largest Special Olympics Chapter in the United States. Special Olympics New York serves more than 67,000 athletes including both children and adults with intellectual disabilities. Prior to becoming President and Chief Executive Officer of Special Olympics New York in July 2018, Ms. Hengsterman spent two decades shaping state higher education policy as a top advisor to the chancellor, Board of Trustees, and 64 campus presidents at the State University of New York (SUNY). Ms. Hengsterman joined the boards of Pioneer Bancorp, Pioneer Bancorp, MHC and Pioneer Bank in January 2021. Ms. Hengsterman’s experience leading a large organization and her commitment to the local community provides the board with valuable insight into the challenges facing businesses and the greater community in our market. Dr. James K. Reed (age 75) was the President and Chief Executive Officer of St. Peter’s Health Partners, retiring from this position in January 2023. Dr. Reed became President and Chief Executive Officer in October 2012 after the merger of Northeast Health, Seton Health and St. Peter’s Health Care Services. As President and Chief Executive Officer, Dr. Reed oversaw the management and growth of the region’s largest and most comprehensive not-for-profit network of high-quality, advanced medical care, primary care, rehabilitation and senior services. Dr. Reed has also held a number of high level finance positions, including Director of Corporate Finance at International Paper Company, and Director of Acquisitions and Divestitures at Union Pacific Corporation. He then went on to become the Chief Medical Officer of Northeast Health, before becoming President and Chief Executive Officer of St. Peter’s Health Partners. Dr. Reed is also a former board officer of the Medical Liability Mutual Insurance Company (MLMIC), and a former board member of HealthNow New York Inc. Dr. Reed has a proven record of success in managing large and complex organizations and has a special understanding of the health care and technology sectors. Dr. Reed joined Pioneer Bank’s board in 2017 and has been a member of the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation. Edward Reinfurt (age 70) was the Director of the Empire State Development Division of Science, Technology and Innovation (NYSTAR), retiring from this position in February 2014. Prior to his appointment at NYSTAR, Mr. Reinfurt was Vice President of The Business Council of New York State for 27 years. He also served in the capacity of Director of Government Affairs for both the Carrier Corporation and Associated Industries of New York State. During his career, Mr. Reinfurt has spent considerable time on a wide variety of public policy issues. He was a member of the New York State Department of Health’s Committee on Public Health Priorities, the New York Governor’s Task Force to Restructure Employment, Health and Social Services, and the Accountability Team of the Labor and Education Department’s joint committee reviewing the New York State’s Workforce Development System. Mr. Reinfurt also served as past chair and board member of Northeast Health, Inc. and formerly served as Vice Chairman of “Kids Count” in Watervliet. Mr. Reinfurt’s strong government affairs experience and leadership skills are an invaluable asset to the board. Mr. Reinfurt joined Pioneer Bank’s board in 2006 and has been a member of the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation.
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors The following sets forth information regarding our executive officers who are not directors of Pioneer Bancorp. Age information is as of June 30, 2024. The executive officers of Pioneer Bancorp and Pioneer Bank are elected annually. Kelli Arnold, age 54, has served as our Executive Vice President and Chief Strategy & Innovations Officer since July 2022. Previously, she served as our Executive Vice President and Chief Sales Enablement & Financial Services Officer from January 2021 until July 2022, and Senior Vice President, Commercial and Community Development from November 2020 until January 2021. Ms. Arnold previously served as National Director of Corporate Responsibility at Key Bank, N.A. and has held senior positions in commercial banking at First Niagara Bank N.A. and HSBC. Susan M. Hollister, age 58, has served as our Executive Vice President and Chief Human Resources Officer since August 2016, and was appointed as Corporate Secretary in June 2022. Prior to joining Pioneer Bank, Ms. Hollister served as Senior Human Resources Manager for First Niagara Bank in the Eastern New York region from 1993 until August 2016. Patrick J. Hughes, age 51, has served as our Executive Vice President and Chief Financial Officer since November 2016. Prior to joining Pioneer Bank, Mr. Hughes spent 20 years with UHY Advisors/UHY LLP, a professional services firm. From 2006 until November 2016, Mr. Hughes served at the firm as a Managing Director and Partner. James E. Murphy, age 64, has served as our Executive Vice President and Chief Credit Officer since July 2023. Mr. Murphy’s banking career spans four decades during which he has held various line and management roles in commercial lending. Prior to joining Pioneer Bank, Mr. Murphy was the Chief Commercial Credit Officer at Community Bank, N.A. working there from 2019 until July 2023, the Chief Credit Officer at the National Union Bank of Kinderhook from 2015 until 2019, and the Chief Credit Officer at NBT Bank, N.A. from 2012 until 2015. Mr. Murphy spent much of his career at JPMorgan Chase in both line and credit executive positions. Thomas Signor, age 57, has served as our Executive Vice President and Chief Administrative Officer since July 2022. Prior to joining Pioneer Bank, Mr. Signor most recently served as Vice President and Chief Risk Officer for the National Bank of Coxsackie in 2022, and prior to that served as Chief Compliance Officer for Paradigm Capital Management from 2019 until 2022. Mr. Signor previously spent 16 years with the National Union Bank of Kinderhook, and served as Executive Vice President and Chief Operating Officer from 2015 until 2019. Jesse Tomczak, age 51, has served as our Executive Vice President and Chief Banking Officer since August 2019. Previously, he served as our Executive Vice President and Chief Customer Experience Officer from October 2013 until August 2019. Mr. Tomczak previously served as Director of Business Development at State Employees Federal Credit Union.
Executive Compensation
| | | Summary Compensation Table | | | | | | | | Name and principal | | | | | | Non-equity incentive | All other | | | position | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (2) | plan compensation (3) | compensation (4) | Total | | Thomas L. Amell | 2024 | $718,940 | $296,960 | $845,100 | $770,400 | $148,040 | $23,877 | $2,803,317 | | President and Chief Executive Officer | 2023 | $706,072 | $104,704 | $— | $— | $195,449 | $21,306 | $1,027,531 | | Patrick J. Hughes | 2024 | $320,998 | $182,854 | $469,500 | $385,200 | $58,146 | $21,547 | $1,438,245 | | Executive Vice President and Chief Financial Officer | 2023 | $294,122 | $58,123 | $— | $— | $87,186 | $25,216 | $464,647 | | Jesse Tomczak | 2024 | $294,174 | $176,298 | $469,500 | $385,200 | $52,702 | $24,492 | $1,402,366 | | Executive Vice President and Chief Banking Officer | 2023 | $266,286 | $52,682 | $— | $— | $79,023 | $19,185 | $417,176 |
Directors’ Compensation
| Director Compensation for the Year Ended June 30, 2024 | | | | | | | | Fees Earned or | Stock | Option | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Total | | Name | ($) | ($)(1) | ($)(1) | ($)(2) | ($) | | Eileen Bagnoli | $64,400 | $140,850 | $96,300 | $— | $301,550 | | Donald E. Fane (3) | $22,000 | $— | $— | $— | $22,000 | | Stacey Hengsterman | $64,400 | $93,900 | $96,300 | $— | $254,600 | | Shaun Mahoney | $64,400 | $93,900 | $96,300 | $— | $254,600 | | Dr. James K. Reed | $63,600 | $93,900 | $96,300 | $— | $253,800 | | Edward Reinfurt | $64,400 | $140,850 | $96,300 | $— | $301,550 | | Madeline D. Taylor | $63,600 | $140,850 | $96,300 | $— | $300,750 |