Donald Gibson
About Donald Gibson
Donald E. Gibson, 60, is President, Chief Executive Officer, and Director of Greene County Bancorp, Inc. and The Bank of Greene County; he has served as CEO since 2007 and has been with the Bank since 1987 . He holds an MBA from The College of Saint Rose and a Bachelor’s in Business and Economics from SUNY Oneonta . Under his leadership, the Bank grew from approximately $300 million in assets to over $3 billion and achieved record earnings in 16 of the past 17 years . Pay-versus-performance disclosures show cumulative TSR of $101.58 on a $100 base for 2025 (down from $152.17 in 2024) and GAAP net income of $31,138k in 2025 (vs. $24,769k in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bank of Greene County | Various roles of increasing responsibility | 1987–2007 | Progression prepared him for CEO role; deep institutional knowledge |
| Greene County Bancorp, Inc. | President & CEO | 2007–Present | Grew assets from ~$300M to >$3B; record earnings in 16 of last 17 years |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlantic Community Bankers Bank | Chairperson, Board of Directors | Current | Regional banking network leadership; governance experience |
| New York State Bankers Association | Board Member; Past Chairperson | Current/Past | Statewide industry leadership; policy/network influence |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 608,000 | 650,000 | 715,000 |
| Cash Bonus ($) | 223,000 | 243,200 | 243,800 |
| All Other Compensation ($) | 294,500 (401k match, ESOP allocation, SERP, health) | 304,700 (same categories) | 345,000 (same categories; incl. SERP $300k discretionary + $100k base across year) |
Notes:
- FY2025 “All Other Compensation” includes 401(k) match ($16.1k), ESOP allocation ($18.7k), SERP contributions ($300k discretionary + noted base contribution totals), and medical contributions ($10.2k) .
- FY2024 “All Other Compensation” includes 401(k) match ($15.8k), ESOP allocation ($29.1k), SERP contributions ($250k + $150k discretionary), and medical contributions ($9.8k) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Non-Equity Incentive Plan Compensation | Phantom Stock Option and LTIP cash payout after 3-year vest | N/A | N/A | $851,000 (FY23); $1,018,900 (FY24); $860,200 (FY25) | 3-year vest; cash paid at vest |
Recent Phantom Stock Option Grants (cash-settled; not equity):
| Fiscal Year | Recipient | Phantom Options Granted | Strike (Adjusted Book Value) | Vesting | Payout Formula |
|---|---|---|---|---|---|
| 2024 | Gibson | 141,270 | $12.02 | 3 years | Cash = Positive difference between adjusted book value at determination and strike, times options |
| 2025 | Gibson | 141,270 | $13.26 | 3 years | Same as above |
Plan mechanics and change-in-control:
- Awards vest over three years; on death, disability, involuntary termination without cause, or change in control, vesting accelerates and cash is paid within 75 days .
- On change in control, performance measures are deemed satisfied; payout based on adjusted book value and merger price-to-book multiple less strike .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned (incl. ESOP) | 168,902 (incl. 43,802 ESOP) | 170,195 (incl. 45,095 ESOP) |
| % of Outstanding Shares | 1.0% | 1.0% |
| Shares Outstanding at Record Date | 17,026,828 | 17,026,828 |
| Pledging/Hedging | Directors and executives prohibited from hedging; pledging generally prohibited; no exceptions approved by Board | Same; no exceptions approved |
Additional alignment features:
- CEO is not separately paid director fees (no dual-comp) .
- Phantom awards are cash-settled (no share issuance), reducing dilution and typical vesting-related selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective | Initially July 1, 2007; rolling 36-month term; as of July 1, 2025, base salary $715,000; renews annually to maintain 36-month term absent notice . |
| Termination for Cause | No severance or benefits . |
| Termination Without Cause/Good Reason (non-CIC) | Lump sum = 3x (current base salary + highest bonus in prior 3 years); 280G cutback to avoid excise tax . |
| Change-in-Control (CIC) | If executive voluntarily resigns on or after a CIC during term, same 3x multiple applies (single-trigger resignation on/after CIC qualifies); 280G cutback applies . |
| Disability | If disabled for 6 months, Bank may terminate; pays base salary for remaining term or one year, whichever longer (offset by disability insurance) . |
| Death | Base salary payable to beneficiaries for one year . |
| Non-Compete | One year post-termination (when severance is paid), covering any city/county where the Bank operates or has filed to open an office . |
| SERP | Annual contributions; vesting generally at 10 years of service; accelerated vesting on death, disability, or CIC; payments typically in 10 annual installments; discretionary contributions common . |
| Pension (Frozen) | Defined benefit plan frozen as of July 1, 2006; Gibson has 19 years credited service under plan; normal form annuity; optional forms available . |
Board Governance (Director Service, Committees, Independence)
- Board Chair is independent (Jay P. Cahalan); CEO and Chair roles separated .
- Company is a “controlled company” (MHC owns 54.1%); exempt from Nasdaq majority-independent requirement; Board determined Gibson is not independent as an executive .
- Standing committees: Executive (entire Board), Compensation (independent members; met 7x in FY2025), Nominating, Audit (independent; Audit Chair is a financial expert) .
- Meeting attendance: Board held 12 regular and 1 special meeting (FY2025); no director attended under 75% of combined Board/committee meetings; two executive sessions of independent directors .
- Director compensation: CEO (Gibson) receives no separate director fees .
Performance & Track Record
Pay-versus-Performance summary:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PEO Compensation Actually Paid ($) | 1,976,500 | 2,216,800 | 2,164,000 |
| Company TSR (Value of $100 Base) | 133.11 | 152.17 | 101.58 |
| Net Income ($000s, GAAP) | 30,785 | 24,769 | 31,138 |
Highlights:
- Assets and earnings expansion during tenure: ~$300M to >$3B assets; record earnings in 16 of last 17 years under Gibson’s leadership .
- Compensation outcomes track long-term book value via phantom option design (cash payout tied to adjusted book value after 3-year vest) .
Compensation Structure Analysis
- Mix shift: Total comp was $1.98M (FY2023), $2.22M (FY2024), $2.16M (FY2025); non-equity incentive decreased in FY2025 vs FY2024, while base salary increased to $715k .
- At-risk orientation: Long-term incentives via cash-settled phantom options directly linked to adjusted book value improvement; three-year vesting emphasizes sustained performance .
- No stock options or RSUs: Company has not historically granted stock options and did not grant any in FY2025; phantom awards avoid equity dilution and potential option-repricing risks .
- Independent oversight: Compensation Committee (independent members) engaged AON in FY2025 and Arthur Warren Associates in FY2024 as compensation consultants .
Equity Ownership & Alignment (Detail)
- Beneficial ownership: 170,195 shares (1.0%) as of the 2025 record date; includes 45,095 ESOP shares .
- Anti-hedging/pledging: Directors and executives prohibited from hedging and generally from pledging; no exceptions approved by the Board .
- CEO not paid director fees; reduces dual-role compensation concerns .
Employment Terms (Severance & CIC Economics)
- Cash severance multiple: 3x (base + highest bonus in prior 3 years) on qualifying termination, including resignation on or after a change in control; with 280G cutback .
- Phantom LTIP and SERP provide additional CIC protections (accelerated vesting/payments), subject to 280G limitations .
- Non-compete: One year, covering Bank’s operating/approved markets when severance is paid .
Investment Implications
- Pay-performance alignment: Long-term incentives are cash-settled and tied to adjusted book value growth, focusing management on balance sheet strength and tangible value accretion; three-year vesting supports retention and reduces dilution/selling pressure from equity vesting .
- Governance: CEO is also a director but not Chair; independent Chair structure and majority-independent committees mitigate dual-role concerns, though “controlled company” status reduces certain Nasdaq independence requirements .
- Retention and change-in-control: Robust single-trigger CIC severance (3x base + highest bonus) plus accelerated LTIP/SERP benefits support retention but could raise payout optics in a sale; 280G cutback limits excise tax exposure .
- Ownership alignment: 1.0% personal stake and ESOP participation, combined with anti-hedging/anti-pledging policies, align incentives and reduce financing-driven selling risk .
- Track record: Multi-year asset growth and frequent record earnings under Gibson, with FY2025 net income up year over year; TSR has been volatile year to year, which may impact incentive outcomes given the plan’s book value linkage .