Christopher Cannucciari
About Christopher Cannucciari
Christopher Cannucciari, age 44, is an independent director of Greene County Bancorp, Inc. (GCBC), elected in 2024 with a current Board term expiring in 2026; he is a Certified Public Accountant (CPA) and Accredited in Business Valuation (ABV), with a B.S. in Finance (Siena College) and an MBA in Public Accounting (University of Rochester) . He serves as a partner at Lutz, Selig & Zeronda, CPAs, LLP, and previously served on The Bank of Greene County’s Advisory Board (since 2013), bringing accounting, tax, and financial reporting expertise to the GCBC Board . The Board determined he is independent under Nasdaq rules; no related-person transactions required disclosure for independent directors in the period reviewed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lutz, Selig & Zeronda, CPAs, LLP | Partner | — | Brings accounting, tax, and financial reporting expertise to GCBC Board |
| The Bank of Greene County Advisory Board | Member | Since 2013 | Local market insight and banking advisory experience |
| NYSSCPA (Northeast Chapter) | President (term ended May 31, 2016) | Through 05/31/2016 | Professional leadership in accounting community |
| NYSSCPA | Board Member | 2012–2018 | Governance/oversight experience in profession |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capital Region Chamber of Commerce | Treasurer | — | Community and financial stewardship role |
Board Governance
| Item | Detail |
|---|---|
| Board tenure | Director since 2024; term to expire 2026 |
| Independence | Independent under Nasdaq listing standards |
| Committees (FY2025) | Audit Committee (member); Compensation Committee (member) |
| Committee chairs | None (Audit Chair: Peter Hogan; Compensation Chair: David Jenkins (retiring after 2025 AM)) |
| Board meetings (FY2025) | 12 regular; 1 special (strategic planning) |
| Attendance | No director or committee member attended fewer than 75% of applicable meetings |
| Executive sessions | 2 sessions of independent directors held in FY2025 |
| Board leadership | Independent Chairman (Jay P. Cahalan); CEO separate (Donald E. Gibson) |
| Controlled company status | GCBC qualifies as a “controlled company” under Nasdaq (majority owned by MHC) |
2025 Annual Meeting outcomes (context): Say‑on‑Pay passed (For: 13,045,463; Against: 1,147,689; Abstain: 55,558; Broker non‑votes: 1,490,885), and 1‑year Say‑on‑Pay frequency preference received the most votes (1‑yr: 13,986,241; 2‑yr: 55,168; 3‑yr: 140,533; Abstain: 66,768; Broker non‑votes: 1,490,885) .
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Notes |
|---|---|---|
| 2025 | 23,100 | Partial‑year service in FY2025 after Nov 2024 election; no committee chair fees |
Director fee schedule (for context, FY2025):
- Standard director: $19,800 annual retainer + $1,650 per meeting; total typical annual fee compensation: $39,600 .
- Chairman of the Board: $33,000 retainer + $1,650 per meeting; total typical: $52,800 .
- Audit Chair: $29,400 retainer + $1,650 per meeting; total typical: $49,200 .
- Compensation Chair: $23,100 retainer + $1,650 per meeting; total typical: $42,900 .
Performance Compensation
| Component | Cannucciari (FY2025) | Program Parameters (FY2025) |
|---|---|---|
| Non‑Equity Incentive Plan payout | $0 (not listed with any payout) | Plan pays cash at vesting of phantom options (3‑year) based on growth in adjusted book value over strike |
| Phantom stock option award (director) | Not listed among FY2025 director awards | Strike price (FY2025 awards): $13.26 adjusted book value per share; 3‑yr vest; cash‑settled gain over strike |
| Vesting horizon | N/A | Three years (acceleration on death, disability, involuntary termination without cause, change in control) |
Plan design: Phantom stock options are cash‑settled; payout equals adjusted book value at determination date minus grant strike (no equity issuance). Directors are eligible; FY2025 director awards disclosed for several directors, but Cannucciari was not listed among award recipients for that fiscal year .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| — | Public company | — | No other public company directorships disclosed in GCBC proxy |
| Deily & Schaefer (law firm of another director) | Related‑party note | — | Separate independence issue applies to Director Schaefer’s law firm; not related to Cannucciari |
Expertise & Qualifications
- CPA and ABV credentials; finance and accounting educational background (Siena College; University of Rochester MBA in Public Accounting) .
- Leadership in professional bodies (NYSSCPA Northeast Chapter President; Board member 2012–2018), and Treasurer of Capital Region Chamber (governance/financial stewardship) .
- Long‑standing advisory role to The Bank of Greene County (since 2013), providing local market and banking familiarity .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 1,826 | 2,297 |
| Percent of class | 0.0% | 0.0% |
| Of which held in 401(k) plan (shares) | 310 | 310 |
Policy alignment and safeguards:
- Anti‑hedging and anti‑pledging policy applies to directors; Board has not approved any exceptions (no pledging permitted absent Board approval; no exceptions granted) .
Governance Assessment
- Independence and workload: Cannucciari is independent and serves on both Audit and Compensation Committees, two of the most material oversight bodies, which met 11 and 7 times respectively in FY2025—indicating meaningful engagement requirements . Attendance thresholds were met by all directors/committee members (≥75%) .
- Pay alignment: FY2025 director cash fees were modest ($23,100), consistent with partial‑year service; no FY2025 phantom option payout recorded for him, and he was not listed among FY2025 director award recipients—conservative signal on director pay during his first fiscal year on the Board .
- Ownership/skin‑in‑the‑game: Beneficial ownership is small (2,297 shares; 0.0% as reported), though policy prohibits hedging/pledging and no exceptions have been approved—reducing alignment risks tied to pledging .
- Conflicts/related‑party exposure: Board affirmatively determined independence, and there were no related‑person transactions requiring disclosure for independent directors during the period reviewed—no specific transactions disclosed involving Cannucciari or his firm .
- Board structure and investor sentiment: GCBC is a controlled company but maintains an independent Chairman and regular executive sessions; Say‑on‑Pay and auditor ratification received strong shareholder support at the 2025 Annual Meeting—supportive of board oversight credibility .