Independent
Tenure on this board
5.4 yrs
3 nominees · 3 ballot items.
Election of three directors; ratification of Bonadio & Co., LLP as independent auditors for 2026; and advisory (non-binding) approval of named executive officer compensation.
Election of three directors (Stacy Hengsterman, Dr. James K. Reed, and Edward Reinfurt) to serve three-year terms.
Ratification of the appointment of Bonadio & Co., LLP as the independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory approval of the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
Proposal asks stockholders to approve, on a non-binding basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to demonstrate stockholder support for the company’s executive compensation policies and to provide the Compensation Committee with feedback. This is a routine 'say-on-pay' advisory vote required under Dodd-Frank and SEC rules; it is non-binding and intended to inform future compensation decisions. The board recommends a vote FOR the proposal, noting that the Compensation Committee will consider the outcome when setting future compensation. The company discloses detailed executive compensation structure, including the Targeted Incentive Plan, equity awards under the 2020 Equity Incentive Plan, and employment/change-in-control agreements; these provide context for shareholders evaluating the pay practices. Given the company's majority stockholder (Pioneer Bancorp, MHC) owning 57% of shares and expected to vote in favor, approval is highly likely; the vote will therefore largely be symbolic but still relevant for corporate governance and shareholder communication. No shareholder proponents or alternative proposals are present; there are no specific concerns or activist challenges disclosed in the proxy statement. The board’s explicit recommendation and the company’s disclosure of pay-for-performance elements in the TIP align management's rationale for seeking support.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | M3F, Inc. | 8.26% | 2,071,973 | $29M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.10% | 525,673 | $7M |
| 3 | ALLIANCEBERNSTEIN L.P. | 2.03% | 508,981 | $7M |
| 4 | BlackRock, Inc. | 1.61% | 403,656 | $6M |
| 5 | Private Capital Management, LLC | 1.42% | 354,839 | $5M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.78% | 196,451 | $3M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 0.74% | 184,387 | $3M |
| 8 | STATE STREET CORP | 0.73% | 181,916 | $3M |
| 9 | First Pacific Advisors, LP | 0.67% | 166,974 | $2M |
| 10 | BlackRock, Inc. | 0.53% | 131,831 | $2M |
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