Independent
Tenure on this board
1.9 yrs
2 nominees · 4 ballot items.
Shareholders will vote on the election of two directors, ratification of Bonadio & Co, LLP as independent auditor, advisory approval of named executive officer compensation, and approval of a charter amendment changing the company name to Greene Bancorp, Inc.
Elect Christopher Cannucciari and Peter W. Hogan, CPA, to serve three-year terms as directors.
Ratify the Audit Committee’s appointment of Bonadio & Co, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers as described in the executive compensation section of the proxy statement.
Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the overall compensation of Greene County Bancorp’s named executive officers. The vote is the company’s say-on-pay resolution under Section 951 of the Dodd-Frank Act and Section 14A of the Exchange Act. The compensation subject to review includes the pay arrangements described for CEO Donald Gibson and the other named executive officers. For fiscal 2026, the disclosed compensation framework included salary, bonuses, non-equity incentive compensation, retirement contributions, and other benefits. The company states that its compensation philosophy is intended to attract, retain, and motivate executives while aligning pay with stockholder interests and company performance. It also considers executive responsibility, individual and company performance, peer-company compensation, and advice from Arthur Warren Associates. The resolution is expressly advisory and will not bind the Company or the Board or alter fiduciary duties. Nevertheless, the Compensation Committee says it will consider the voting outcome in future compensation decisions. The Board unanimously recommends a vote FOR the resolution because it values constructive shareholder dialogue regarding executive compensation.
Approve an amendment to the Company’s Charter changing the corporate name from Greene County Bancorp, Inc. to Greene Bancorp, Inc.
Proposal 4 asks shareholders to approve an amendment to the Company’s Charter changing the name from Greene County Bancorp, Inc. to Greene Bancorp, Inc. Management presents the amendment as a branding and corporate-identity update rather than a change in the Company’s business. The stated rationale is to align the legal name with the Company’s rebranding strategy and its evolving identity and expanded market presence. The filing expressly states that the amendment will not affect the Company’s operations, assets, liabilities, or shareholder rights. The proposed charter language replaces the existing corporate title with Greene Bancorp, Inc. If approved, the Company plans to file the amended Stock Holding Company Charter with the Federal Reserve Bank after the Annual Meeting. The name change would become effective upon that filing and regulatory process. The Company’s common stock would continue trading under the Nasdaq ticker symbol GCBC, although the displayed name would be updated. Approval requires the affirmative vote of holders of a majority of shares outstanding and entitled to vote, and the Board unanimously recommends voting FOR the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.89% | 492,107 | $17M |
| 2 | BlackRock, Inc. | 1.71% | 290,919 | $10M |
| 3 | BlackRock, Inc. | 1.20% | 204,636 | $7M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.92% | 156,808 | $5M |
| 5 | STATE STREET CORP | 0.76% | 129,019 | $4M |
| 6 | NewEdge Advisors, LLC | 0.64% | 109,206 | $4M |
| 7 | BlackRock, Inc. | 0.57% | 96,900 | $3M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.46% | 78,093 | $3M |
| 9 | NORTHERN TRUST CORP | 0.40% | 68,554 | $2M |
| 10 | Angel Oak Capital Advisors, LLC | 0.36% | 61,000 | $2M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.