DEF 14A of Pioneer Bancorp, Inc./MD
Filed Apr 11, 2025 · FY20240001558370-25-004696
PROPOSAL I—ELECTION OF DIRECTORS
PROPOSAL I—ELECTION OF DIRECTORS Our Board of Directors is currently comprised of eight members. Following our annual meeting the Board of Directors will be reduced to seven 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. Eileen C. Bagnoli has been nominated for election at the annual meeting to serve for a three-year period and until her successor shall have been elected and qualified. The nominee is currently a director of Pioneer Bancorp. The following sets forth certain information regarding the nominee 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 the nominee) will be voted at the annual meeting for the election of the proposed nominee. 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 determine. At this time, the Board of Directors knows of no reason why the nominee 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 December 31, 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 the nominee, 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 nominee for director of Pioneer Bancorp for term ending in 2028: 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 Albany 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. The following directors of Pioneer Bancorp have terms ending in 2026: Stacy Hengsterman (age 53) 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 Capital 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 a current board member of MVP Health Plan. Additionally, Dr. Reed is 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 72) was the Director of the Empire State Development Division of Science, Technology and Innovation (NYSTAR), retiring from that position in 2014. Prior to his appointment as the head of NYSTAR in 2007, Mr. Reinfurt served as Vice President of The Business Council of New York State for 27 years. During his career, Mr. Reinfurt has spent time on a wide variety of public policy issues. He has served on various New York State gubernatorial appointed task forces and commissions including those charged with expanding broadband coverage, health care access and employment opportunities. Mr. Reinfurt has also served as past chair and board member of Northeast Health, Inc. 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. The following directors of Pioneer Bancorp have terms ending in 2027: Thomas L. Amell (age 58) has served as President and Chief Executive Officer of Pioneer Bank since June 2013. Mr. Amell’s banking career spans more than 35 years working in different areas of banking, including retail and commercial 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 a Board Member of the Independent Bankers Association of New York State, vice chair 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, established in 2009. As founder of the Mahoney Performance Institute, Mr. Mahoney has developed a continuum of leadership, strategy, and culture development programs. With a career spanning over three decades, Mr. Mahoney brings extensive experience from senior management and executive positions at prominent private and public organizations, including The Chase Manhattan Bank, Equifax, and Housecall Medical Resources. Mr. Mahoney is deeply engaged in community and regional development. He is a member of the 50 Group and formerly served on the board of Black Watch Premier Soccer Club. His past contributions include serving as Chairman and board member of NextRidge, Inc., board member of the Center for Economic Growth, and Chairman of the Dean’s Advisory Council for the Siena College School of Business. Mr. Mahoney is a proud graduate of Fordham University and 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.
Directors
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.
Retiring Director
Retiring Director Madeline Taylor (age 78) will be retiring as a director upon the expiration of her term at the 2025 Annual Meeting. Ms. Taylor has been a director of Pioneer Bank since 2003 and a director of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation. Ms. Taylor previously served as a consultant to Capitol Hill Management Services where she was 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 held various executive level positions, the last seven years of which were as President and Chief Executive Officer. 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 brought extensive insight into the customers who live in our market area and economic developments affecting our market area. Pioneer Bancorp’s Board of Directors are appreciative of Ms. Taylor’s years of leadership and commitment to Pioneer Bancorp and our community.
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 December 31, 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 59, 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 52, 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 52, 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 | | | | Stock | Option | Non-equity incentive | All other | | | position | Period (1) | Salary | Bonus (2) | Awards (3) | Awards (3) | plan compensation (4) | compensation (5) | Total | | Thomas L. Amell | December 31, 2024 | $365,000 | $— | $— | $— | $287,575 | $15,439 | $668,014 | | President and Chief Executive Officer | June 30, 2024 | $718,940 | $296,960 | $845,100 | $770,400 | $148,040 | $23,877 | $2,803,317 | | | June 30, 2023 | $706,072 | $104,704 | $— | $— | $195,449 | $21,306 | $1,027,531 | | Patrick J. Hughes | December 31, 2024 | $177,692 | $— | $— | $— | $140,000 | $16,764 | $334,456 | | Executive Vice President and Chief Financial Officer | June 30, 2024 | $320,998 | $182,854 | $469,500 | $385,200 | $58,146 | $21,547 | $1,438,245 | | | June 30, 2023 | $294,122 | $58,123 | $— | $— | $87,186 | $25,216 | $464,647 | | Jesse Tomczak | December 31, 2024 | $165,000 | $— | $— | $— | $130,000 | $17,303 | $312,303 | | Executive Vice President and Chief Banking Officer | June 30, 2024 | $294,174 | $176,298 | $469,500 | $385,200 | $52,702 | $24,492 | $1,402,366 | | | June 30, 2023 | $266,286 | $52,682 | $— | $— | $79,023 | $19,185 | $417,176 |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Securities and Exchange Commission (“SEC”) Regulation S-K, we are providing the following information about the relationship between “Compensation Actually Paid,” as defined under SEC rules, to our Principal Executive Officer (“PEO”) and to our non-PEO NEOs (“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 the six-month period ended December 31, 2024 and fiscal years ended June 30, 2024 and 2023, as reported in the Summary Compensation Table and with certain adjustments to reflect the Compensation Actually Paid. In addition, the table provides our cumulative Total Shareholder Return (“TSR”) and Net Income.
Pay Versus Performance
| | | | Average | | Value of Initial | | | | Summary | | Summary | Average | $100 Investment | | | | Compensation | Compensation | Compensation | Compensation | Based On Total | Net | | | Table Total | Actually Paid | Table Total for | Actually Paid | Shareholder | Income | | Period (1) | for PEO (2) | to PEO (3)(6) | Non-PEO NEOs (4) | to Non-PEO NEOs (5)(7) | Return | (in thousands) | | December 31, 2024 | $668,014 | $1,023,914 | $323,380 | $508,880 | $118 | $9,600 | | June 30, 2024 | $2,803,317 | $2,948,717 | $1,420,306 | $1,496,106 | $102 | $15,260 | | June 30, 2023 | $1,027,531 | $1,027,531 | $440,912 | $440,912 | $91 | $21,948 |
Pay Versus Performance
| (1) For the six-month period ended December 31, 2024 and the fiscal years ended June 30, 2024 and 2023. |
Pay Versus Performance
| (2) Our PEO for each period presented was Mr. Amell. |
Pay Versus Performance
| (3) The amounts shown above represent Compensation Actually Paid to Mr. Amell for each corresponding period, in accordance with the requirements of Item 402(v) of Regulation S-K. The adjustments in the below table were made to Mr. Amell’s total compensation in the Summary Compensation Table for each year to determine the Compensation Actually Paid pursuant to Item 402(v) of Regulation S-K. |
Pay Versus Performance
| (4) These amounts reflect the average total compensation reported for the Company’s NEOs as a group (excluding Mr. Amell) in the “Total” column of the Summary Compensation Table in each applicable year. For each year presented the Non-PEO NEOs were Messrs. Hughes and Tomczak. |
Pay Versus Performance
| (5) The amounts shown above represent the average Compensation Actually Paid to the Non-PEO NEOs for each corresponding year, in accordance with the requirements of Item 402(v) of Regulation S-K. The adjustments in the below table were made to the Non-PEO NEOs total compensation in the Summary Compensation Table for each year to determine the Compensation Actually Paid pursuant to Item 402(v) of Regulation S-K. |
Pay Versus Performance
| (6) The following table reconciles the Summary Compensation Table to the Pay Versus Performance Table above for the PEO. The unvested award values are computed in accordance with the methodology used to account for stock-based compensation in the consolidated financial statements under generally accepted accounting principles. |
Pay Versus Performance
| | December 31, | June 30, | | | PEO | 2024 | 2024 | 2023 | | Summary Compensation Table Total | $668,014 | $2,803,317 | $1,027,531 | | Subtract Amounts Reported under the “Stock Awards” column in the Summary Compensation Table | — | (845,100) | — | | Subtract Amounts Reported under the “Option Awards” column in the Summary Compensation Table | — | (770,400) | — | | Add Fair Value of Awards Granted during year that Remain Unvested as of Year-End | — | 1,760,900 | — | | Add (Subtract) for Change in Fair Value from prior Year-End to current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End. | 355,900 | — | — | | Add (Subtract) for Change in Fair Value from prior Year-End to current Year-end of Awards Granted Prior to Year that Vested during the Year. | — | — | — | | Compensation Actually Paid | $1,023,914 | $2,948,717 | $1,027,531 |
Pay Versus Performance
| (7) The following table reconciles the Summary Compensation Table to the Pay Versus Performance Table above for the Non-PEO NEOs. The unvested award values are computed in accordance with the methodology used to account for stock-based compensation in the consolidated financial statements under generally accepted accounting principles. |
Pay Versus Performance
| | December 31, | June 30, | | | Non-PEO NEOs | 2024 | 2024 | 2023 | | Summary Compensation Table Total | $323,380 | $1,420,306 | $440,912 | | Subtract Amounts Reported under the “Stock Awards” column in the Summary Compensation Table | — | (469,500) | — | | Subtract Amounts Reported under the “Option Awards” column in the Summary Compensation Table | — | (385,200) | — | | Add Fair Value of Awards Granted during year that Remain Unvested as of Year-End | — | 930,500 | — | | Add (Subtract) for Change in Fair Value from prior Year-End to current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End. | 185,500 | — | — | | Add (Subtract) for Change in Fair Value from prior Year-End to current Year-end of Awards Granted Prior to Year that Vested during the Year. | — | — | — | | Compensation Actually Paid | $508,880 | $1,496,106 | $440,912 |
Pay Versus Performance
The following charts illustrate the relationships between Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the Non-PEO NEOs to the Company’s cumulative TSR and Net Income, respectively for the six-month period ended December 31, 2024 (in accordance with SEC rules, the Compensation Actually Paid during this six-month period has not been annualized) and the fiscal years ended June 30, 2024 and 2023.
Directors’ Compensation
| Director Compensation for the six months ended December 31, 2024 | | | | | | | | Fees Earned or | Stock | Option | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Total | | Name | ($) | ($)(1) | ($)(1) | ($)(2) | ($) | | Eileen Bagnoli | $30,000 | $— | $— | $— | $30,000 | | Stacey Hengsterman | $30,000 | $— | $— | $— | $30,000 | | Shaun Mahoney | $30,000 | $— | $— | $— | $30,000 | | Dr. James K. Reed | $30,000 | $— | $— | $— | $30,000 | | Edward Reinfurt | $30,000 | $— | $— | $— | $30,000 | | Charles Seifert | $25,400 | $58,850 | $46,900 | $— | $131,150 | | Madeline D. Taylor | $30,000 | $— | $— | $— | $30,000 |