Charles Schaefer
About Charles H. Schaefer
Charles H. Schaefer, Esq., age 73, is a long-serving director of Greene County Bancorp, Inc. (GCBC), serving since 2003 with a current term expiring in 2027. He is founding partner of Deily & Schaefer (Catskill, NY), has advised the Bank since 1977, and became General Counsel to the predecessor Greene County Savings Bank in 1988. His legal credentials include membership in the American Bar Association’s Committee on Banking Law and the New York State Bankers Association’s Section on Business Law and banking subcommittee. The Board has determined he is not independent due to GCBC’s use of legal services from his firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greene County Savings Bank (predecessor) | General Counsel | Since 1988 | Legal oversight and advisory to predecessor institution |
| The Bank of Greene County / GCBC | Legal advisor to the Bank | Since 1977 | Ongoing legal counsel; contributes legal risk perspective to board deliberations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deily & Schaefer (Catskill, NY) | Founding Partner | Ongoing | Provides legal services; creates related-party linkage to GCBC |
| American Bar Association | Committee on Banking Law (member) | Ongoing | Banking law expertise |
| NY State Bankers Association | Section on Business Law & banking subcommittee (member) | Ongoing | Banking and business law expertise |
Board Governance
- Committee assignments:
- Nominating Committee: Member; committee consists of Jenkins (Chair, retiring at 2025 meeting), Cahalan, Plummer, and Schaefer; Plummer and Schaefer are noted as not independent. Committee met once in FY2025; charter posted at company website .
- Audit Committee: Not a member; Audit consists of Hogan (Chair, Audit Committee Financial Expert), Jenkins, Hada, Cannucciari .
- Compensation Committee: Not a member; Compensation consists of Jenkins (Chair, retiring), Cahalan, Cannucciari, Hada; met seven times in FY2025 .
- Executive Committee: Entire Board; did not meet in FY2025 .
- Independence status: Not independent due to being a partner at a law firm that provides legal services to the Company .
- Controlled company: GCBC qualifies as a Nasdaq “controlled company” (Greene County Bancorp, MHC owns 54.1%), exempting it from majority independent board requirements .
- Attendance and engagement:
- Board meetings: 12 regular meetings plus one special strategic planning session in FY2025 .
- Attendance threshold: No director attended fewer than 75% of aggregate Board and committee meetings served .
- Annual meeting: All directors attended the 2024 Annual Meeting in person .
- Executive sessions: Two sessions of independent directors held during FY2025 .
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Charles H. Schaefer | 39,600 | — | 174,240 |
- Structure (Bank board fees):
- Non-chair directors: Annual retainer $19,800 plus $1,650 per meeting; total annual fee compensation $39,600 (matches Schaefer’s fees) .
- Chairman of the Board: Annual retainer $33,000 plus $1,650 per meeting; total $52,800 .
- Audit Committee Chair: Annual retainer $29,400 plus $1,650 per meeting; total $49,200 .
- Compensation Committee Chair: Annual retainer $23,100 plus $1,650 per meeting; total $42,900 .
- Directors who are employees do not receive Board fees; total director-related payments for FY2025 were $1,020,607 across fees and plan payouts .
Performance Compensation
| Component | Award Detail | Vesting/Determination | Performance Metric/Formula | FY2025 Amounts |
|---|---|---|---|---|
| Phantom Stock Options (2011 Plan) | Awarded 22,100 options to Schaefer in FY2025 | Vest after 3 years; cash paid at vest; determination date = last day of plan year | Cash value equals positive difference between grant strike (adjusted book value) and adjusted book value at determination; change-in-control acceleration and payment within 75 days; CIC value uses price-to-book multiple and merger consideration per share; minimum strike ≥ 100% of book value (AOCI excluded) | Strike price $13.26 (adjusted book value); director awards include Schaefer’s 22,100 |
| Non-Equity Incentive Plan Compensation | Phantom option payout after 3-year vest | Paid upon vesting per Plan | Formula per Plan (adjusted book value spread) | $134,640 for Schaefer (FY2025) |
- Plan administration and scope: Administered by Compensation Committee; directors eligible; authorized options increased to 16,000,000 with 13,677,694 granted to date; acceleration upon death, disability, involuntary termination without cause, change in control, or second-step conversion; forfeiture upon termination for cause .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed in the proxy for Schaefer . |
| Interlocks/Related party | Partner at Deily & Schaefer; GCBC uses services from the firm; Schaefer deemed not independent . |
| Governance process for related-party transactions | Transactions requiring disclosure must be approved by the Audit Committee or another independent Board body; non-involved directors review terms for arm’s-length parity . |
Expertise & Qualifications
- Founding partner of Deily & Schaefer; extensive banking law experience and long-standing counsel to GCBC’s predecessor; brings legal and compliance expertise to board oversight .
- Professional affiliations in banking law through ABA and NY State Bankers Association, supporting regulatory and governance acumen .
Equity Ownership
| Period | Shares Beneficially Owned | Percent of Class | Noted Holdings/Breakdown |
|---|---|---|---|
| Record date (2025 proxy) | 189,895 | 1.1% | Includes 165,895 shares held in a SEP-IRA . |
| Record date (2024 proxy) | 186,658 | 1.1% | Includes 162,658 shares held in a SEP-IRA . |
- Anti-hedging and pledging: Directors and executive officers are prohibited from hedging and generally from pledging GCBC stock; Board has not approved any exceptions to the pledging policy .
Governance Assessment
- Positive signals:
- Material personal ownership (~1.1% of shares), including long-held SEP-IRA positions, indicating alignment with shareholder outcomes .
- Attendance and engagement: Board met frequently (12 regular + 1 special in FY2025), with no director below 75% attendance; all directors attended the 2024 annual meeting .
- Risk controls: Strict anti-hedging/pledging policy; no pledging exceptions approved, reducing alignment risk .
- Concerns and potential RED FLAGS:
- Independence: Schaefer is explicitly not independent due to his law firm’s services to GCBC; this is a related-party exposure that can impair perceived objectivity .
- Committee independence: Nominating Committee includes non-independent members (Schaefer and Plummer); while permitted under “controlled company” status, it reduces independent oversight of board composition .
- Controlled company exemption: Majority control by MHC (54.1%) can dilute minority shareholder influence on board matters and committees .
- Incentive plan for directors: Phantom stock option plan pays cash based on adjusted book value and can accelerate on change-in-control; while performance-linked, cash-settlement and CIC acceleration can be viewed as less directly tied to market TSR and may create optics risks if payouts are large relative to board fees .
Overall, Schaefer brings deep legal expertise and meaningful ownership, but his non-independent status and the related-party relationship warrant ongoing monitoring of committee compositions, related-party approvals, and pay outcomes to ensure robust governance and investor confidence .