DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

PATHFINDER BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 23, 2025

Dear Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. The Annual Meeting will be held at the Lake Ontario Conference and Events Center, 25 East First Street, Oswego, New York 13126 at 10:00 a.m., Eastern Time, on June 5, 2025.

The Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the Annual Meeting, we will also report on our operations. Directors and officers, as well as a representative of our independent registered public accounting firm, will be present to respond to questions that shareholders may properly present.

The Annual Meeting is being held so that shareholders may consider the election of four directors, and the ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2025.

For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” the election of the nominated directors and “FOR” the ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2025.

This year, in accordance with the U.S. Securities and Exchange Commission’s “Notice and Access” rules, we have elected to provide access to our proxy materials via the Internet instead of mailing printed copies. On or about April 23, 2025, we are mailing a Notice of Internet Availability of Proxy Materials to our shareholders. This notice contains instructions on where shareholders can access the proxy statement for our Annual Meeting and the 2024 Annual Report online, as well as instructions on how to vote their shares. The notice also contains instructions on how to request a paper copy of proxy materials, including a proxy or voting instruction card.

On behalf of the Board of Directors, we urge you to vote as soon as possible via the Internet, by telephone, or, if you request to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. Submitting your vote in advance will not prevent you from participating and voting at the Annual Meeting, but will assure that your vote is counted if you are unable to attend the meeting. Your vote is important, regardless of the number of shares that you own.

Sincerely,

James A. Dowd

President and Chief Executive Officer

Pathfinder Bancorp, Inc.
214 West First Street
Oswego, New York 13126
(315) 343-0057

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS – June 5, 2025

Notice is hereby given that the Annual Meeting of Pathfinder Bancorp, Inc. will be held at the Lake Ontario Conference and Events Center, 25 East First Street, Oswego, New York 13126 at 10:00 a.m., Eastern Time, on June 5, 2025.

The Annual Meeting is for the purpose of considering and acting upon:

The election of four directors;

The ratification of the appointment of Bonadio & Co., LLP, as our independent registered public accounting firm for the year ending December 31, 2025 and

such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Shareholders of record at the close of business on April 11, 2025 are the shareholders entitled to vote at the Annual Meeting, and any adjournments thereof.

Each shareholder, whether he or she plans to attend the Annual Meeting, is requested to vote as directed on the mailed Notice Regarding Internet Availability of Proxy Materials. Any proxy given by the shareholder may be revoked at any time before it is exercised. A proxy may be revoked by filing a written revocation or a duly executed proxy bearing a later date with our corporate secretary. Any shareholder present at the Annual Meeting may revoke his or her proxy and vote personally on each matter brought before the Annual Meeting. However, if you are a shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote personally at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

In accordance with the Securities and Exchange Commission rules and regulations, the Company has moved to the "Notice and Access" delivery method, which allows the Company to furnish proxy materials (Proxy Statement, Proxy Card, Form 10-K, and Annual Report) electronically via the Internet. Each shareholder will receive in the mail a Notice of Internet Availability of Proxy Materials, rather than a full set of paper materials. The notice contains instructions on how to access the proxy materials on the Internet and vote your shares. The notice also contains instructions on obtaining a paper copy of the proxy materials, if desired.

The Proxy Statement, Annual Report to Shareholders, Form 10-K, and Proxy Card are available on the Internet at www.investorvote.com/PBHC. Please have your 15-digit control number in hand when accessing this website. Your shareholder control number can be found on the Notice of Internet Availability of Proxy Materials. If you need directions to attend the Annual Meeting and vote in person, please call us at 315-207-8017.


		By Order of the Board of Directors

April 23, 2025		William O’Brien, Secretary

TABLE OF CONTENTS


		PAGE #
I.	Information about this Proxy Statement and the Annual Meeting		4
	A.	Date, Time and Place		4
	B.	Voting Securities and Principal Holders Thereof		4
	C.	Proxy Solicitation Costs		5
	D.	Revocation of Proxies		5
	E.	Conduct of Meeting		5
	F.	Attendance of Directors at the Annual Meeting		5
	G.	Other Matters		5
	H.	Smaller Reporting Company		5
II.	Our Governance and Beneficial Ownership		6
	A.	Leadership Structure and Risk Oversight Rule of the Board of Directors		6
	B.	Independence and Diversity of Directors		6
	C.	Security Ownership of Certain Beneficial Owners and Management		6
	D.	Delinquent Section 16(a) Reports		9
	E.	Transactions with Certain Related Persons		9
	F.	Insider Trading Policy		10
	G.	Anti-Hedging and Pledging Policy		10
	H.	Code of Ethics		10
	I.	Shareholder Communications		10
III.	Meetings and Committees of the Board of Directors		11
	A.	Nominating/Governance Committee		11
	B.	Compensation Committee		13
	C.	Audit Committee		13
	D.	Asset/Liability Committee (ALCO)		13
	E.	Directors' Loan Committee		13
	F.	Other Committees		14
IV.	Compensation Disclosure		14
	A.	Executive Compensation		14
	B.	Compensation of our Named Executive Officers		15
	C.	Directors’ Compensation		21
V.	Proposal 1 - Election of Directors		23
	A.	Composition of our Board		23
	B.	Nominees		23
	C.	Continuing Directors		25
	D.	Executive Officers who are not Directors		26
VI.	Proposal 2 - Ratification of Appointment of Auditors			27
	A.	Audit and Related Fees for 2024		27
	B.	Audit Committee Report		28
VII.	Next Year			29

Pathfinder Bancorp, Inc.
214 West First Street
Oswego, New York 13126
(315) 343-0057

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

DATE, TIME AND PLACE

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Pathfinder Bancorp, Inc. (the “Company”) to be used at our Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at the Lake Ontario Conference and Events Center, 25 East First Street, Oswego, New York, 13126 on June 5, 2025 at 10:00 a.m. Eastern Time, and all adjournments of the Annual Meeting. The Notice of Annual Meeting and this proxy statement and proxy materials are first being made available to shareholders on or about April 23, 2025.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of our voting common stock, par value $0.01 per share, as of the close of business on April 11, 2025 (the "Record Date"), are entitled to one vote for each share they own. As of the Record Date, we had 4,761,182 shares of voting common stock outstanding. The presence at the Annual Meeting or by proxy of a majority of the outstanding shares of voting common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. If a shareholder holds shares in street name (i.e., the shares are held in a stock brokerage account or by a bank, trust, or other institution) and does not provide voting instructions to the holder of the account for non-discretionary voting items such as the election of directors, such shares will be considered “Broker non-votes.” Broker non-votes and proxies marked “abstain” will be counted for purposes of determining that a quorum is present, but will not be considered as votes cast as to the matters to be considered.

As to the election of directors, shareholders may cast their votes “For” or “Withhold.” As to the ratification of our independent registered public-accounting firm, shareholders may cast their votes “For,” “Against” or “Abstain".

Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which the authority to vote for the nominees being proposed is withheld. The affirmative vote of holders of a majority of the total votes cast at the Annual Meeting or by proxy, without regard to broker non-votes or proxies as to which shareholders abstain, is required for the approval of the ratification of Bonadio & Co., LLP as our independent registered public accounting firm (the “Auditors”) for the year ending December 31, 2025.

In accordance with the provisions of our Articles of Incorporation, record holders of common stock who beneficially own in excess of 10% of the outstanding shares of our voting common stock (the “Limit”) are not entitled to any vote with respect to the shares held in excess of the Limit unless approved by our Board of Directors. Our Articles of Incorporation authorize the Board of Directors (i) to make all determinations necessary to implement and apply the Limit, including determining whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own stock in excess of the Limit supply information to us to enable the Board of Directors to implement and apply the Limit. However, pursuant to our Articles of Incorporation, our employee stock ownership plan will not be deemed to beneficially own any stock in excess of the Limit held under such plan. Castle Creek Capital Partners VII, L.P. has been approved by the Board of Directors to vote shares held in excess of the Limit.

If you participate in the Pathfinder Bank (“Pathfinder Bank” or the “Bank”) Employee Stock Ownership Plan (the “ESOP”), you will receive a voting instruction card so that you may direct the trustee to vote on your behalf under the plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of voting common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of Pathfinder Bancorp, Inc. common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares which it has received timely voting instructions. The deadline for returning your ESOP voting instructions is May 28, 2025.

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PROXY SOLICITATION COSTS

The Company will pay all costs relating to the solicitation of proxies. Proxies may be solicited by officers, directors, and staff members of the Company personally, by mail, by telephone, or by other electronic means. The Company will also reimburse brokers, custodians, nominees, and fiduciaries for reasonable expenses in forwarding proxy materials to beneficial owners of the Company’s stock.

REVOCATION OF PROXIES

Shareholders who sign the proxies we are soliciting will retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of the Board of Directors will be voted in accordance with the directions given thereon. Where no instructions are indicated, validly executed proxies will be voted in favor of all proposals. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy will vote the shares as directed by a majority of the Board of Directors in attendance at the Annual Meeting. We know of no additional matters that will be presented for consideration at the Annual Meeting.

Proxies may be revoked by sending written notice of revocation to our Secretary, at the address shown above, by delivering to us a duly executed proxy bearing a later date or by attending the Annual Meeting and voting. The presence at the Annual Meeting of any shareholder who had returned a proxy will not revoke the proxy unless the shareholder delivers his or her ballot in person at the Annual Meeting or delivers a written revocation to our Secretary prior to the voting of the proxy. If you are a shareholder whose shares are not registered in your name, you will need appropriate documentation from your record holder to vote in person at the Annual Meeting.

CONDUCT OF MEETING

In accordance with our bylaws, and by action of the Board of Directors, the Chair of the Board will preside over the Annual Meeting. The Chair of the Board has broad authority to ensure the orderly conduct of the meeting. This includes discretion to recognize shareholders who have questions, and the right to determine the extent of discussion on each item of business. Rules governing the conduct of the meeting have been established and will be available at the meeting along with the agenda of the matters to be considered at the Annual Meeting.

ATTENDANCE OF DIRECTORS AT THE ANNUAL MEETING

The Company does not have a policy regarding the attendance of Board members at the Annual Meeting, although all are encouraged to attend. Eight directors attended the 2024 Annual Meeting.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the Annual Meeting other than the matters described in this Proxy Statement. However, if any matters should properly come before the Annual Meeting, it is intended that holders of the proxies will act as directed by a majority of the Board of Directors, except for matters related to the conduct of the Annual Meeting, as to which they shall act in accordance with their best judgment. The Board of Directors intends to exercise its discretionary authority to the fullest extent permitted under Maryland Law and the Securities Exchange Act of 1934.

SMALLER REPORTING COMPANY

The Company has elected to prepare this Proxy Statement and other annual and periodic reports as a “Smaller Reporting Company” consistent with rules of the Securities and Exchange Commission.

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II.

OUR GOVERNANCE AND BENEFICIAL OWNERSHIP

LEADERSHIP STRUCTURE AND RISK OVERSIGHT ROLE OF THE BOARD OF DIRECTORS

Our Board has a separate person serve as Chief Executive Officer (“CEO”) and Chair of the Board and has functioned in that manner since the year 2000. Mr. Barclay, our Chair, is an independent director as defined by NASDAQ’s listing requirements. The Company has spent significant time evaluating its leadership structure and has determined that, under the present circumstances, separating the Chair and CEO positions is appropriate. We believe this separation allows our Board to concentrate on policy and strategy and our CEO the time to concentrate on executing such strategy. Additionally, we believe this structure is most appropriate given the Board’s role in monitoring the Company’s execution of its business plan and the risk elements associated with such execution.

The primary risks facing the Bank, as the operating subsidiary of the Company, are interest rate risk, liquidity risk, investment risk, credit risk, risks associated with inadequate allowance for credit losses, cyber security risks, competitive risks and regulatory risks. While the full Board is actively engaged in monitoring all of the noted risks, we have further assigned specific responsibilities to Board Committees for detailed review. The Asset/Liability Committee, with the assistance of professional consultants, monitors interest rate risk, investment risk and liquidity risk. The Directors' Loan Committee, with the assistance of a professional loan review consultant, monitors the credit risks and risks associated with allowance for credit losses. The Technology Steering Committee, with the assistance of professional experts, monitors and responds to cyber risks. In addition, we purchase internet liability and other insurance to protect us against cyber security risks. The Audit/Compliance Committee monitors regulatory risks. Every member of our Board engages in continuing education in an effort to monitor Enterprise Risk Management issues so that they can effectively engage in their oversight role.

INDEPENDENCE AND DIVERSITY OF DIRECTORS

Our common stock is listed on the NASDAQ Capital Market. The Board of Directors has determined that all of its directors, with the exception of Mr. Dowd and Mr. Funiciello, are “independent” pursuant to NASDAQ’s listing requirements. Our independent directors hold executive sessions no less than twice a year.

Although the Nominating Committee does not have a formal policy with regard to the consideration of diversity in identifying a director nominee, diversity is considered in our review of candidates. The Nominating Committee hopes to continue to diversify our Board membership. As considered by our Board, diversity includes not only gender and ethnicity, but the various perspectives that come from having differing viewpoints, geographic and cultural backgrounds, and life experiences.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Persons and groups who beneficially own in excess of 5% of the Company's voting common stock are required to file Schedule 13G or Schedule 13D reports with the Securities and Exchange Commission (the “SEC”) regarding such ownership. The following table sets forth, as of the date of the most recent reports, the shares of voting common stock beneficially owned by each person or entity that was the beneficial owner of more than 5% of our outstanding shares of voting common stock.

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The following table represents the ownership of our Schedule 13D and 13G filers as of the Record Date:


Name and Address of Beneficial Owners	Number of Shares Beneficially Owned		Percentage of Shares of Voting Common Stock Outstanding
Castle Creek Capital Partners VII, LP (1)		468,492	9.9%
Castle Creek Capital VII LLC
6051 El Tordo
PO Box 1329
Rancho Santa Fe, CA 92067

Pathfinder Bank Employee Stock Ownership Plan Trust (2)		344,643	7.2%
c/o Pentegra Services, Inc.
2 Enterprise Drive, Suite 408
Shelton, CT 06484

Alliance Bernstein, LP (3)		288,511	6.1%
501 Commerce Street
Nashville, TN 37203

Minerva Advisors, LLC (4)		256,599	5.4%
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004

(1)

Based on information reported on a Schedule 13D/A filed with the Securities and Exchange Commission on June 30, 2023, Castle Creek Capital Partners VII, LP and Castle Creek Capital VII, LLC reported shared voting power for 468,492 shares of our voting common stock and shared dispositive power over 468,492 shares of our voting common stock. This calculation is based on 4,732,249 shares of voting common stock of the Company outstanding, which was calculated based on (i) 4,673,665 shares of voting common stock of the Company outstanding as of May 12, 2023, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2023, and increased by (ii) 58,584 shares of voting common stock underlying 58,584 shares of the Company’s Class A non-voting common stock, par value $0.01 per share (“Non-Voting Common Stock”) (which is the maximum number of shares of Non-Voting Common Stock that Fund VII would be permitted to convert into voting common stock based upon the limitations in the Pathfinder SPA and the Articles Supplementary for Class A Non-Voting Common Stock, filed with the Maryland State Department of Assessments and Taxation on June 9, 2021 (the “Non-Voting Articles Supplementary”)). This calculation excludes 1,321,699 shares of Non-Voting Common Stock and the Warrant to purchase 125,000 shares of voting common stock. Since Fund VII does not presently, and will not within the next 60 days, have the right to acquire voting common stock in respect of such excluded Non-Voting Common Stock and the Warrant, those underlying shares are not included in the amount reported herein. Notwithstanding their ability to convert Non-Voting Common Stock shares to voting common stock shares, Fund VII currently owns 409,908 shares, or 8.6%, of our voting common stock.

(2)

Based on information reported on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2025, Pentegra Trust Company, the trustee for the Pathfinder Bank Employee Stock Ownership Plan, reported shared voting power for 344,643 shares of our voting common stock, sole dispositive power over 331,405 shares of our voting common stock and shared dispositive power over 13,238 shares of our voting common stock.

(3)

Based on information reported on a Schedule 13G/A filed with the Securities and Exchange Commission on February 5, 2025, Alliance Bernstein, LP reported sole dispositive and voting power with respect to 288,511 shares of our voting common stock.

(4)

Based on information reported on a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2024, Minerva Advisors, LLC, Minerva Group, LP, Minerva GP, LP, Minerva GP, Inc. and David P. Cohen reported sole dispositive and voting power with respect to 207,900 shares of our voting common stock and Minerva Advisors, LLC and David P. Cohen reported shared dispositive and voting power with respect to 48,699 shares of our voting common stock.

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The following table sets forth as of the Record Date, the shares of voting common stock beneficially owned by director nominees, directors, executive officers, directors and executives as a group and other management for whom we file Section 16 reports. None of the shares beneficially owned by directors, executive officers or nominees to the board of directors have been pledged as security or collateral for any loans.


Name and Address of Beneficial Owners	Number of Shares Owned and Nature of Beneficial Ownership (1)		Number of Unexercised Stock Options which are included in Beneficial Ownership (2)		Percentage of Shares of Voting Common Stock Outstanding
Director Nominees, Directors, Named Executive Officers and Executive Officers (3)
Eric Allyn (4)		41,211		-		0.9
David A. Ayoub (5)		40,208		8,787		0.8
William A. Barclay (6)		90,750		4,500		1.9
Meghan Crawford-Hamlin (7)		1,000		-		0.0
John P. Funiciello (8)		45,537		-		1.0
Adam C. Gagas (9)		201,052		14,523		4.2
Melanie Littlejohn (10)		12,302		8,787		0.3
Tony Scavuzzo (11)		-		-		0.0
John F. Sharkey, III (12)		51,538		-		1.1
Lloyd "Buddy" Stemple (13)		71,570		-		1.5
Justin K. Bigham		-		-		0.0
Robert G. Butkowski (14)		34,064		4,136		0.7
James A. Dowd (15)		75,753		15,816		1.6
Joseph P. McManus (16)		5,019		-		0.1
William D. O'Brien (17)		34,409		18,055		0.7
Joseph F. Serbun		-		-		0.0
Ronald G. Tascarella (18)		28,872		6,609		0.6
All Directors and Executive Officers as a Group (17 persons)		733,285		81,213		15.4
Section 16 Filers
Regina Bass		711		-		0.0

(1)

A person is deemed to be the beneficial owner, for purposes of this table, of any shares of voting common stock if he or she has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the Record Date. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. This table includes all shares held directly, as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting and investment power. Unless otherwise indicated, the named individual has sole voting and investment power. ESOP shares allocated to the officers are also included within their respective totals.

(2)

These options are exercisable within 60 days of the Record Date. They cannot be voted until exercised.

(3)

The mailing address for each person listed is 214 West First Street, Oswego, New York 13126.

(4)

Mr. Allyn's shares include 35,087 shares held by Foundation and LLC and 6,124 shares held by Allyn Family Capital Fund, LLC.

(5)

Mr. Ayoub’s shares include 17,763 shares in a 401(k) plan and 1,647 shares in an IRA.

(6)

Mr. Barclay has sole voting and investment power over 24,274 shares and shared investment and voting power over 61,976 shares.

(7)

Ms. Crawford-Hamlin has sole voting and investment power over 1,000 shares.

(8)

Mr. Funiciello’s shares include 5,000 shares in an IRA.

(9)

Mr. Gagas’s shares include 15,800 shares in an IRA. He has sole voting and investment power over 36,865 shares and shared investment and voting power over 149,664 shares.

(10)

Ms. Littlejohn has sole voting and investment power over 3,515 shares.

(11)

Mr. Scavuzzo is a managing principal of Castle Creek Capital Partners Fund VII, LP ("Fund VII") and disclaims any beneficial ownership of the (i) 468,492 shares of the issuer's voting common stock, (ii) 1,321,699 shares of Non-Voting

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Common Stock and (iii) warrants to purchase 125,000 shares of voting common stock held by Fund VII, in each case, except to the extent of his pecuniary interest therein.

(12)

Mr. Sharkey’s shares include 20,000 shares in an IRA.

(13)

Mr. Stemple has sole voting and investment power over 69,070 shares and shared investment and voting power over 2,500 shares.

(14)

Mr. Butkowski's shares include 14,291 shares in Pathfinder Bank's 401(k) plan, 6,500 shares in an IRA and 6,337 shares in Pathfinder Bank's ESOP.

(15)

Mr. Dowd’s shares include 18,052 shares in Pathfinder Bank’s 401(k) plan and 21,181 shares in Pathfinder Bank’s ESOP.

(16)

Mr. McManus's shares include 5,019 shares in Pathfinder Bank's ESOP plan.

(17)

Mr. O’Brien’s shares include 3,255 shares in Pathfinder Bank’s 401(k) plan and 9,234 shares in Pathfinder Bank’s ESOP.

(18)

Mr. Tascarella’s shares include 15,352 shares in Pathfinder Bank’s 401(k) plan and 4,384 shares in Pathfinder Bank’s ESOP.

DELINQUENT SECTION 16(a) REPORTS

Our common stock is registered with the SEC pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our executive officers and directors and beneficial owners of greater than 10% of our common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes in beneficial ownership of the common stock. SEC rules require disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure of an executive officer, director or 10% beneficial owner of our common stock to file a Form 3, 4, or 5 on a timely basis. A Form 4 was filed late for Director, David Ayoub reporting transactions, and Form 3s were filed late for Senior Vice Presidents, Joseph McManus and Joseph Serbun.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

The Sarbanes-Oxley Act of 2002 generally prohibits an issuer from (i) extending or maintaining credit; (ii) arranging for the extension of credit; or (iii) renewing an extension of credit in the form of a personal loan for an officer or director. There are several exceptions to this general prohibition, however, one of which is applicable to us. This prohibition does not apply to loans made by a depository institution that is insured by the FDIC and is subject to the insider lending restrictions of the Federal Reserve Act. Regulations permit executive officers and directors to receive the same loan terms through programs that are widely available to other employees, as long as the executive officer or director is not given preferential treatment compared to the other participating employees. The Bank currently has loans to each of the following officers and/or directors or their immediate families: Eric Allyn, Chris Burritt, Robert Butkowski, Meghan Crawford-Hamlin, James Dowd, John Funiciello, Joseph McManus, William O’Brien, John Sharkey III, and Ronald G. Tascarella.

After one year of service at the Bank, full-time employees and directors are entitled to receive a primary residence mortgage loan at an interest rate of 0.25% below market, consistent with applicable laws and regulations. Until 2021, the rate was at 0.50% below market.

The chart below lists the executive officers and directors who participated in the employee mortgage loan program during the years ended December 31, 2024 and 2023 and certain information with respect to their loans. No other directors or executive officers participated in the employee mortgage loan program during the years ended December 31, 2024 and 2023.


	Largest Aggregate				Non-		Principal		Principal Paid		Interest Paid
	Balance 01/01/23		Interest		Employee		Balance		Balance 01/01/23		Balance 01/01/23
	to 12/31/24		Rate		Interest Rate		12/31/2024		to 12/31/24		to 12/31/24
Name	$		%		%		$		$		$
James Dowd		188,934		2.125		2.375		149,314		39,620		7,228
Robert Butkowski, Jr.		45,957		2.250		2.500		18,947		27,011		1,480
William O'Brien		79,695		2.500		3.000		46,004		33,691		3,185
Joseph McManus		176,860		3.250		3.500		166,801		10,059		11,186

Other than the loans noted in the above table, all other loans made to directors or executive officers:

•

were made in the ordinary course of business;

•

were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and

•

did not involve more than normal risk of collectability or present other unfavorable features.

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All transactions between us and our executive officers, directors, holders of 10% or more of the shares of the Company’s common stock and affiliates thereof, must be approved by a majority of our independent outside directors not having any interest in the transaction, pursuant to our Code of Ethics.

In January of 2021, the Bank entered into a lease agreement with 506 West Onondaga Associates, LLC (the "LLC") to lease an entire building and an adjacent property located in Syracuse, New York. Director John P. Funiciello is a member of the LLC. In November 2022, the Bank opened the building as a full-service branch banking facility. The term of this lease shall be for a period of thirty-two years and sixty days and commenced on February 1, 2021. The Bank paid the landlord, as total rent for the first twelve months of the lease, the annual sum of $201,000. After the first anniversary of the lease, and for every 12 month period following until the end of the lease term, the Bank will pay the landlord, as total rent, the annual sum of $262,000.

In 2024, the Bank contracted JF Real Estate, a company owned by Director Funiciello, as a broker for services relating to subleasing retail space at our branch, located at 6611 Manlius Center Road, East Syracuse. Upon successfully securing a tenant and both parties signing a sublease agreement, the Bank paid a commission of $127,104 to JF Real Estate in March 2025.

INSIDER TRADING POLICY

The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees as well as by the Company itself that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NASDAQ exchange listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ANTI-HEDGING AND PLEDGING POLICY

The Company’s anti-hedging and anti-pledging provisions are covered in the Company’s Insider Trading Policy. Under the policy, directors and named executive officers are prohibited from engaging in short sales of Company stock and from engaging in transactions in publicly-traded options, such as puts, calls and other derivative securities based on Company stock including any hedging, monetization or similar transactions designed to decrease the risks associated with holding Company stock. In addition, directors and named executive officers are prohibited from pledging Company stock as collateral for any loan or holding Company stock in a margin account.

CODE OF ETHICS

We have adopted a Code of Ethics that is applicable to our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is available within the "Governance Overview" section of the Company's website at https://ir.pathfinderbank.com. Amendments to, and waivers from, the Code of Ethics will also be disclosed on our website.

SHAREHOLDER COMMUNICATIONS

The Board of Directors has established a process for shareholders to send communications to a director by either United States mail or electronic mail. Any shareholder who desires to communicate directly with our directors should send their communication to Board of Directors, Pathfinder Bancorp, Inc., 214 West First Street, Oswego, New York 13126 or by email to directors@pathfinderbank.com. The communication should indicate that the author is a shareholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, management will:

•

Forward the communication to the director or directors to whom it is addressed;

•

Attempt to handle the inquiry directly, for example where it is a request for information about us or it is a stock-related matter; or

•

Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

At each Board meeting, management shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors.

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III.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The business of the Board of Directors is conducted through meetings and activities of the Board and its committees. During the year ended December 31, 2024, the Board of Directors held twelve regular meetings and one special meeting. During the year ended December 31, 2024, no director attended fewer than 75 percent of the total meetings of the Board of Directors and committees on which such director served. Much of our work is performed in Committees which is then reported to the full Board. The following table describes the members of each committee during 2024.


Director	Asset/Liability Committee (ALCO) Member	Audit Committee Member	Compensation Committee Member	Nominating and Governance Committee Member	Directors' Loan Review Committee Member

Eric Allyn		X	X	X	X
David A. Ayoub	X	Chair	X		X
William A. Barclay	X		X	Chair	X
Chris R. Burritt (1)	X	X	X	X	Chair
Meghan Crawford-Hamlin	X	X			X
James A. Dowd	X				X
John P. Funiciello	X				X
Adam C. Gagas	X		Chair	X	X
Melanie Littlejohn		X		X	X
Tony Scavuzzo	X		X
John F. Sharkey, III		X			X
Lloyd "Buddy" Stemple	Chair		X	X	X

(1)

Mr. Burritt retired from the Board of Pathfinder Bancorp, Inc. on June 6, 2024. On that date, he retired from the Audit, Nominating & Corporate Governance, and Compensation Committees. Mr. Burritt continued to serve as a Director on the Board of Pathfinder Bank until December 31, 2024, at which time he retired from the Directors' Loan Review and Asset/Liability Committees.

NOMINATING/GOVERNANCE COMMITTEE

The Nominating/Governance Committee met four times in the year ended December 31, 2024 to address issues concerning corporate governance, succession planning, and to nominate directors to fulfill the terms of the upcoming year. In the year ended December 31, 2024, the Nominating/Governance Committee was comprised of Directors Barclay, Allyn, Gagas, Littlejohn, and Stemple, each of whom are “independent” pursuant to the NASDAQ listing requirements. The Nominating/Governance Committee has a charter which is available within the "Governance Overview" section of the Company's website at https://ir.pathfinderbank.com.

Among other things, the functions of the Nominating/Governance Committee include the following:

•

to lead the search for individuals qualified to become members of the Board and to select director nominees to be presented for shareholder approval;

•

to review and monitor compliance with the requirements for board independence; and

•

to review the committee structure and make recommendations to the Board regarding committee membership.

The Nominating/Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, or if the Nominating/Governance Committee or the Board decides not to re-nominate a member for re-election, or if the size of the Board is increased, the Nominating/Governance Committee would solicit suggestions for director candidates from all Board members. In addition, the Nominating/Governance Committee is authorized by its charter to engage a third party to assist in the identification of director nominees.

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The Nominating/Governance Committee would seek to identify a candidate who, at a minimum, satisfies the following criteria:

•

has personal and professional ethics and integrity and whose values are compatible with ours;

•

has had experiences and achievements that have provided the ability to exercise and develop good business judgment;

•

is willing to devote the necessary time to the work of the Board and its committees, which includes being available for Board and committee meetings;

•

is familiar with the communities in which we operate and/or is actively engaged in community activities;

•

is involved in other activities or interests that do not create a conflict with his or her responsibilities to us and our shareholders;

•

has the capacity and desire to represent the balanced, best interest of our shareholders as a group, and not primarily a special interest group or constituency; and

•

has had a principal residence for two years on a continuous basis within the following counties in New York – Oswego, Jefferson, Lewis, Oneida, Onondaga or Cayuga. Our Bylaws provide that this provision may be overridden by two-thirds vote of the Board of Directors.

The Nominating/Governance Committee will also take into account whether a candidate satisfies the criteria for “independence” under the NASDAQ corporate governance listing standards and, if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether an individual qualifies as an Audit Committee Financial Expert. Diversifying our board membership is also an important consideration.

The Nominating/Governance Committee will consider candidates for the Board of Directors recommended by shareholders. In order to make a recommendation to the Board of Directors, a shareholder must own no less than 500 shares of the Company. Shareholders who are so qualified may send their recommendations to our Corporate Secretary for forwarding to the Nominating/Governance Committee. In light of the due diligence required to evaluate recommendations, said recommendations for candidates for the 2026 annual meeting must be received by the Nominating/Governance Committee by June 30, 2025.

Shareholders may submit the names of candidates to be considered in writing to our Corporate Secretary, at 214 West First Street, Oswego, New York 13126. The submission must include the following information:

•

the name and address of the shareholder as it appears on our books, and number of shares of our common stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’s ownership will be required);

•

the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the shareholder’s ownership should be provided);

•

a statement of the candidate’s business and educational experience;

•

such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;

•

a statement detailing any relationship between us and the candidate;

•

a statement detailing any relationship between the candidate and any of our customers, suppliers or competitors;

•

detailed information about any relationship or understanding between the proposing shareholder and the candidate; and

•

a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

The Nominating/Governance Committee will consider shareholder recommendations made in accordance with the above similarly to any other nominee proposed by any other source. We have not paid a fee to any third party to identify or evaluate any potential nominees. Moreover, the Nominating/Governance Committee has not received within the last year a recommended nominee from any shareholder.

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COMPENSATION COMMITTEE

The Compensation Committee meets periodically to review the performance of officers and to determine compensation programs and adjustments. The entire Board of Directors ratifies the recommendations of the Compensation Committee. In the year ended December 31, 2024, the members of the Compensation Committee were Directors Gagas, Allyn, Ayoub, Barclay, Scavuzzo and Stemple. All of these directors are “independent” pursuant to NASDAQ listing requirements. The Compensation Committee met six times during the year ended December 31, 2024. The Compensation Committee has a charter which is available within the "Governance Overview" section of the Company's website at https://ir.pathfinderbank.com.

Any shareholder who wishes to communicate directly with a member of the compensation committee should do so by e-mail to compcommittee@pathfinderbank.com.

AUDIT COMMITTEE

In 2024, the Audit Committee consisted of Directors Ayoub, Allyn, Crawford, Littlejohn and Sharkey. The Audit Committee meets on a periodic basis with the internal auditor to review audit programs and the results of audits of specific areas, on regulatory compliance issues, as well as to review information to further their financial literacy skills. The Audit Committee meets with the independent registered public accounting firm to review quarterly and annual filings, the results of the annual audit and other related matters. The Chairman of the Audit Committee may meet with the Auditors on quarterly filing issues in lieu of the entire committee. The Audit Committee met six times in 2024. Each member of the Audit Committee is “independent” as defined in the listing standards of NASDAQ and SEC Rule 10A(m)-3. Our Board of Directors has adopted a written charter for the Audit Committee which is available within the "Governance Overview" section of the Company's website at https://ir.pathfinderbank.com. The Audit Committee maintains an understanding of our key areas of risk and assesses the steps management takes to minimize and manage such risks and:

•

selects and evaluates the qualifications and performance of the Auditors;

•

ensures that the internal and external auditors maintain no relationship with management and/or us that would impede their ability to provide independent judgment;

•

oversees the adequacy of the systems of internal control;

•

reviews the nature and extent of any significant changes in accounting principles; and

•

oversees that management has established and maintained processes reasonably calculated to ensure our compliance with all applicable law, regulations, corporate policies and other matters contained in our Code of Ethics which is available within the "Governance Overview" section of the Company's website at https://ir.pathfinderbank.com.

The Audit Committee has established procedures for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters.

The Board of Directors has determined that Mr. Ayoub qualifies as an Audit Committee financial expert serving on the committee. Mr. Ayoub meets the criteria established by the Securities and Exchange Commission.

ASSET/LIABILITY COMMITTEE (ALCO)

Pathfinder Bank, the operating subsidiary of the Company has an Asset/Liability Committee. The purpose of the committee is to oversee the asset/liability, interest rate risk, liquidity, capital adequacy, funds management and investment functions of the Bank. Members in 2024 consisted of Directors Stemple, Ayoub, Barclay, Crawford, Dowd, Funiciello, Gagas, and Scavuzzo. The committee met four times in 2024, each time with the assistance of a professional consultant in ALCO matters.

DIRECTORS' LOAN COMMITTEE

Pathfinder Bank’s most significant asset is its loan portfolio. The loan portfolio produces most of the Bank’s revenue but also exposes the Bank to credit and interest rate risk. The Director's Loan Committee is primarily responsible for monitoring this asset. All of the board of directors are members of the committee. The committee meets generally every other week to respond to customer demands.

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OTHER COMMITTEES

Pathfinder Bank and the Company have a number of other standing and adhoc committees such as Strategic Advisory, Facilities, Digital Strategy and Technology Steering, etc. Board members are encouraged to, and do, attend various committee meetings even if they are not official members in order to get a broader understanding of Bank operations and to give Bank management the benefit of their experience.

IV.

COMPENSATION DISCLOSURES

EXECUTIVE COMPENSATION

As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis (“CD&A”) under Item 402(b) of Regulation S-K. Nevertheless, we do want our shareholders to understand our compensation policies and procedures so we incorporate many, but not all, of the required disclosures of a full CD&A.

Our Compensation Philosophy. The Company’s ability to attract and retain talented employees and executives with skills and experience is essential to providing value to its shareholders. The Company seeks to provide fair and competitive compensation to its employees (including the Named Executive Officers described below) by providing the type and amount of compensation consistent with our peers. We also seek to drive performance through short-term incentive compensation and to align our executives’ interest with shareholders with appropriate equity awards.

Compensation Best Practices. Our compensation program is designed to retain and reward our Named Executive Officers by aligning their compensation with short-term and long-term performance. Toward that end, we use the following compensation best practices:

Our cash-based bonus payments are tied to both financial and non-financial performance measures and are subject to a “clawback” policy, providing for the partial or total return of the cash bonus in the event of a restatement of our financial statements which makes the performance measures no longer valid;

•

No tax “gross ups” are included in any change of control agreements;

•

Our perquisites and personal benefits are limited to those that support a documented business purpose;

•

Our change in control provisions in the Company’s agreements with its Named Executive Officers provide for payment only upon termination of employment or job diminishment in connection with a change in control (also called “double trigger” event);

•

We use appropriate peer groups when establishing compensation; and

•

We balance short- and long-term incentives.

Compensation Program Elements. The Compensation Committee, with the assistance of our consultants, when engaged, has incorporated the following elements into the corporate program to meet the documented corporate philosophy:

•

Cash based salary and employment benefits that are competitive with our peers;

•

Cash based bonus, directly linking pay to both Company and individual performance;

•

An equity plan designed to align the executives’ interest with the Company’s shareholders in achieving long-term performance;

•

A qualified 401(k) plan allowing executives to defer “pre-tax” earnings toward retirement;

•

A defined contribution supplemental executive retirement plan (“SERP”) rewarding long-term service to the Company for certain members of senior management;

•

An executive non-qualified deferred compensation plan allowing executives to defer income for retirement purposes;

•

Insurance programs designed to replace income in the event of sickness, accident or death; and

•

Limited perquisites based on demonstrated business purpose.

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Role of the Compensation Committee and Consultants. The Compensation Committee annually reviews the performance of the CEO and other executive officers and recommends to the Board of Directors changes to base compensation, as well as the amount of any bonus to be awarded. In determining the compensation of an officer, the Compensation Committee and the Board of Directors take into account individual performance, performance of the Company and information regarding compensation paid to executives of peer group institutions performing similar duties. The CEO recommends to the Compensation Committee, compensation arrangements for the Executive Vice Presidents and Senior Vice Presidents. He does not recommend compensation arrangements for himself or Board members.

While the Compensation Committee and the Board of Directors do not use strict numerical formulas to determine changes in compensation for the CEO, Executive Vice Presidents and Senior Vice Presidents, and while they weigh a variety of different factors in their deliberations, both company-wide and individually-based performance objectives are used in determining the compensation of the CEO, Executive Vice Presidents and Senior Vice Presidents. Company-wide performance objectives emphasize earnings, profitability, earnings contribution to capital, capital strength, asset quality, and return on equity which are customarily used by similarly-situated financial institutions in measuring performance. Individually-based performance objectives include non-quantitative factors considered by the Compensation Committee and the Board of Directors such as general management oversight of the Company, the quality of communication with the Board of Directors, the productivity of employees and execution of the Bank’s Strategic Plan. Finally, the Compensation Committee and the Board of Directors consider the standing of the Company with customers and the community, as evidenced by customer and community complaints and compliments.

Generally, the Company retains a compensation consultant triennially coincident with our “Say-on-Pay” vote. Accordingly, in late 2023, the Compensation Committee retained the services of Blanchard Consulting Group, (“Blanchard”) as its independent compensation advisor. Blanchard's report benchmarked senior executive pay, including our Named Executive Officers, against the same pay of the same officers of our peers in the following areas: base salary; annual short-term incentives and long-term incentive compensation. Survey data was also available to supplement the public disclosures of our peers. Since we will have our next “Say-on-Pay” vote in 2027, a compensation consultant will be retained in 2026.

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Summary Compensation Table. The following table shows the compensation of James A. Dowd, our President and Chief Executive Officer, and our two other most highly compensated executive officers (“Named Executive Officers”) that received total compensation of $100,000 or more during the past fiscal year for services to Pathfinder Bancorp, Inc. or any of its subsidiaries.


Summary Compensation Table
Name and Principal				Bonus		Stock Options		Stock Awards		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
Position	Year	Salary		($) (2)		($)		($)		($) (3)		($) (4)		($)
James A. Dowd	2024		405,000		90,885		-		-		4,024		115,160		615,069
President and Chief	2023		375,000		84,008		-		-		6,830		96,217		562,054
Executive Officer
Robert G. Butkowski (1)	2024		229,000		43,510		-		-		-		24,780		297,290
Senior Vice President															-
Chief Operating Officer
William D. O'Brien (1)	2024		210,000		39,900		-		-		-		25,124		275,024
Senior Vice President
Chief Risk Officer and Corporate Secretary

(1)

Messrs. Butkowski and O'Brien were Named Executive Officers for the first time in 2024 and, pursuant to SEC rules, compensation for prior years is not required to be reported for these individuals.

(2)

2024 performance-based bonus awards were paid during March 2025.

(3)

The non-qualified deferred compensation earnings represents the above market or preferential earnings on compensation that was deferred by a Named Executive Officer.

(4)

The amounts listed in the “All Other Compensation” column for each Named Executive Officer for the year ended December 31, 2024 are shown in the following table:

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Named Executive	Year		Employee Savings Plan Company Contribution ($)		Automobile Expense Reimbursement ($)		Club Dues ($)		Life Insurance Premium ($)		ESOP Allocation (1) ($)		Supplemental Executive Retirement Plan ($)		Total ($)
James A. Dowd		2024		33,778		25,812		7,282		1,007		10,274		37,006		115,160
Robert G. Butkowski		2024		16,206		-		-		488		8,087		-		24,780
William D. O'Brien		2024		16,854		-		-		914		7,357		-		25,124

(1)

The ESOP value is calculated based on the Company’s stock price of $17.50 per share as of December 31, 2024.

Employment Agreement. Pathfinder Bank entered into an employment agreement (the “Employment Agreement”), dated as of September 4, 2024, with James A. Dowd. The Employment Agreement has an initial term of three years. Commencing on the first anniversary of the date of the Employment Agreement and continuing each anniversary thereafter, the Employment Agreement will extend for an additional year, so that the remaining term will be three years, unless the Bank or Mr. Dowd provides written notice not to extend the term to the other party to the Employment Agreement at least thirty (30) days prior to a renewal date. The Employment Agreement replaced and superseded the change in control agreement, dated as of December 31, 2018, between the Bank and Mr. Dowd.

The Employment Agreement provides that Mr. Dowd’s base salary will initially be $415,000. In addition to his base salary, Mr. Dowd is entitled to participate in any bonus and incentive programs and benefit plans available to senior management employees. In addition, Mr. Dowd will be provided with an automobile and compensation to maintain memberships at certain social clubs.

In the event Mr. Dowd voluntarily terminates employment without “good reason” (as defined in the Employment Agreement), he will be entitled to receive the sum of his (i) unpaid base salary, (ii) unpaid expense reimbursements, (iii) unused accrued paid time off, (iv) earned but unpaid incentive compensation and (v) any vested benefits the executive may have under any Bank employee benefit plan (collectively, the “Accrued Obligations”).

In the event Mr. Dowd’s employment involuntary terminates for reasons other than cause, disability or death, or in the event of the executive’s resignation for “good reason,” in either event other than in connection with a “change in control” (as defined in the Employment Agreement), he will receive the Accrued Obligations plus a severance payment, paid in a lump sum, equal to the base salary and bonus (based on the highest bonus earned during the three most recently completed fiscal years prior to his date of termination) that he would have received during the remaining term of the Employment Agreement. In addition, if Mr. Dowd elects Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage, the Bank will reimburse his monthly COBRA premium payments for up to eighteen (18) months.

In the event Mr. Dowd’s employment involuntary terminates for reasons other than cause, disability or death, or in the event of the executive’s resignation for “good reason,” in either event within twenty-four (24) months following a change in control, he will receive the Accrued Obligations plus a severance payment, paid in a single lump sum, equal to three times the sum of (i) his base salary in effect as of the date of termination or, if higher, immediately before the change in control, and (ii) highest annual cash bonus earned for any of the three most recently completed prior calendar years. If Mr. Dowd elects COBRA coverage, he will be reimbursed for his monthly COBRA premium payments for up to eighteen (18) months. In addition, upon a change in control, all outstanding stock options and shares of restricted stock will fully vest and Mr. Dowd will become fully vested in any nonqualified deferred compensation plan of the Bank or the Company.

Should Mr. Dowd become disabled during the term of the Employment Agreement, he will be entitled to the Accrued Obligations. If he dies while employed by the Bank, his beneficiaries will receive the Accrued Obligations.

Upon termination of Mr. Dowd’s employment (other than following a change in control), Mr. Dowd will be subject to certain restrictions on his ability to compete or to solicit business or employees of the Bank and the Company for a period of one year. The Employment Agreement also includes provisions protecting the Company’s and the Bank’s confidential business information.

Defined Contribution Supplemental Retirement Income Agreements. The Bank maintains a Supplemental Executive Retirement Plan (the “SERP”), effective January 1, 2014. The SERP benefits certain key senior executives of the Bank who are selected by the Board to participate. 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”), subject to the requirements of Section 409A of the Internal Revenue Code. Accordingly, the SERP obligates the Bank to make a contribution to each executive’s account on the last business day of each calendar year. In addition, the Bank may, but is not required to, make additional

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discretionary contributions to the executive’s accounts from time to time. All executives currently participating in the SERP are fully vested in the Bank’s contribution to the plan. In the event the executive is terminated involuntarily or resigns for good reason within 24 months following a change in control, the Bank is required to make additional annual contributions equal to the lesser of the contributions required for: (1) three years or (2) the number of years remaining until the executive’s benefit age, 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 24 months after a change in control, the executive’s account will be paid in a lump sum to the executive or his beneficiary, as applicable. In the event the executive is entitled to a benefit from the SERP due to retirement or other termination of employment, the benefit will be paid either in a lump sum or in monthly installments for 10 years as detailed in the executive’s participant agreement. James A. Dowd is the only Named Executive Officer who participates in the SERP and has a Defined Contribution Supplemental Retirement Income Agreement.

Executive Deferred Compensation Plan. Pathfinder Bank maintains an Executive Deferred Compensation Plan for a select group of management employees. A participant in the plan is eligible to defer, on a monthly basis, a percentage of compensation received from the Bank, up to $750. The participant’s deferred compensation will be held by the Bank subject to the claims of the Bank’s creditors in the event of the Bank’s insolvency.

Upon the earlier of the date on which the participant terminates employment with the Bank or attains his or her benefit age (as designated by the participant upon joining the plan), the participant will be entitled to his or her deferred compensation benefit, which will commence on the date the participant attains his or her elected benefit age and will be payable in monthly installments for 10 years. In the event of a change in control of the Company or the Bank followed by the participant’s termination of employment within 36 months thereafter, the participant will receive a deferred compensation benefit calculated as if the participant had made elective deferrals through his or her benefit age. Such benefit will commence on the date the participant attains his or her benefit age and will be payable in monthly installments for 10 years. If the participant dies after commencement of payment of the deferred compensation benefit, the Bank will pay the participant’s beneficiary the remaining payments that were due.

In the event the participant becomes disabled, the participant will be entitled to receive the deferred compensation benefit as of the participant’s date of disability. Such benefit will commence within 30 days following the date on which the participant is disabled and will be payable in monthly installments for 10 years. If the participant dies prior to the commencement of payment of the deferred compensation benefit, the participant’s beneficiary will be entitled to receive a survivor benefit.

James A. Dowd is the only Named Executive Officer that participates in the Executive Deferred Compensation Plan.

2024 Equity Incentive Plan. The Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) was approved at our 2024 Annual Meeting. The 2024 Equity Incentive Plan authorized the issuance of up to 300,000 shares of common stock pursuant to grants of stock options, restricted stock, and restricted stock units to our senior executive officers, directors, key management, and other employees. Stock options granted under the plan may vest based on performance measures or time-based criteria, as determined by the Compensation Committee. The exercise price for stock options will be set at the fair market value on the date of the grant, and they will have an exercise period of up to 10 years. Restricted stock and restricted stock units granted to senior executive officers and key employees may also vest based on performance measures or continuous service, with at least 95% of the awards vesting no earlier than one year after the grant date. Dividends on restricted stock awards will be distributed only after the shares vest. In January 2025, a total of 125,000 restricted stock units were granted to senior executive officers to vest at a rate of 25% per year commencing January 31, 2026. There are 175,000 shares remaining available for future issuance under the 2024 Equity Incentive Plan.

2016 Equity Incentive Plan. Upon shareholder approval of the 2024 Equity Incentive Plan, which occurred on June 6, 2024, no additional awards may be granted under Pathfinder Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”). At December 31, 2024, all restricted stock shares were vested under the 2016 Equity Incentive Plan.

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Outstanding Equity Awards at Year-End. The following table sets forth information with respect to our outstanding equity awards as of December 31, 2024 for the Named Executive Officers.

SEC Form DEF 14A filed by Pathfinder Bancorp Inc.