Jay Cahalan
About Jay P. Cahalan
Independent Chairman of the Board of Greene County Bancorp, Inc. since 2015; age 66 (2025), with 10 years of board service. Retired President & CEO of Columbia Memorial Health (CMH), now Chairman of the CMH Foundation, with advanced degrees including an M.S. in Law (Champlain College), M.A. (University of Connecticut), and B.S. (Southern Connecticut State University). His healthcare operations background and governance experience underpin his role leading an independent board structure at a controlled company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Memorial Health (CMH) | President & CEO | 29 years; retired 2022 | Led large regional healthcare provider; continues as CMH Foundation Chair |
| CMH Foundation | Chairman | Current | Philanthropy leadership; community engagement |
| Hudson Health & Fitness | President & part-owner | Not disclosed (prior to 2016) | Local business leadership |
| Greene County Rural Health Network | President | Retired 2016 | Regional health network governance |
| The Bank of Greene County Advisory Board | Member | Since 2012 (prior to board appointment) | Bank advisory; community linkage |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Columbia Memorial Health Foundation | Chairman | Non-profit | Ongoing governance role post CMH CEO retirement |
| Hudson Health & Fitness | President & part-owner | Private | Local business ownership (historical) |
| Greene County Rural Health Network | President (retired) | Non-profit | Retired as President in 2016 |
Board Governance
- Structure and leadership: Board chaired by Independent Director Jay P. Cahalan; CEO and Chair roles are separated; independent directors set agendas and oversight priorities. Executive sessions were held twice in FY2025 and four times in FY2024.
- Independence: Board determined Cahalan is independent; non-independent directors are CEO Gibson, retired executive Plummer (until independence effective July 1, 2027), and legal counsel/director Schaefer (firm provides services). GCBC qualifies as a Nasdaq “controlled company” (MHC owns 54.1%), exempt from majority independent board requirement.
- Committees and activity:
- Compensation Committee member (met 7x in FY2025; all members independent).
- Nominating Committee member (met 1x in FY2025; committee includes non-independent Plummer and Schaefer given controlled company exemption).
- Executive Committee comprises entire board; did not meet in FY2025.
- Not on Audit Committee (met 11x in FY2025; chaired by Hogan, audit financial expert).
- Attendance: Board held 12 regular meetings and one special session in FY2025; no director attended fewer than 75% of board/committee meetings. All directors attended the 2024 annual meeting.
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Board Chair annual retainer (cash) | $33,000 | $33,000 |
| Meeting fees (cash) | $1,650 per meeting | $1,650 per meeting |
| Total annual chair fee compensation | $52,800 | $52,800 |
| Director Cash Fees | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid In Cash (Jay P. Cahalan) | $52,800 | $52,800 |
Performance Compensation
Phantom Stock Option and Long-Term Incentive Plan (cash-settled, book-value linked; three-year cliff vesting; single-trigger acceleration on change-in-control).
| Metric/Term | FY2024 Grant | FY2025 Grant |
|---|---|---|
| Phantom options granted to Jay P. Cahalan (units) | 24,565 | 24,565 |
| Strike (adjusted book value per share at grant) | $12.02 | $13.26 |
| Vesting schedule | 3 years (cliff) | 3 years (cliff) |
| Payout formula | Cash = Adjusted book value at determination minus strike; paid at vest | Same; paid at vest |
| Change-in-control treatment | Fully earned at consummation; cash paid ≤75 days; performance measures deemed satisfied (single trigger) | Same |
| Non-Equity Incentive Plan Compensation (Director) | FY2024 | FY2025 |
|---|---|---|
| Jay P. Cahalan | $159,480 | $134,640 |
Other Directorships & Interlocks
- No other public-company directorships disclosed for Cahalan; current roles are in non-profit/private organizations.
- Related-party transactions: Board notes director/officer loans follow standard terms under Federal Reserve Act; transactions must be Audit Committee/independent body-approved and arms-length; no specific related-party transactions disclosed for Cahalan.
Expertise & Qualifications
- Healthcare system leadership, community health governance, and legal training (M.S. in Law) inform risk oversight and stakeholder engagement. Degrees: M.S. in Law (Champlain College), M.A. (University of Connecticut), B.S. (Southern Connecticut State University).
- Prior advisory board service for the Bank of Greene County since 2012; integrates local market perspective with board priorities.
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial shares owned | 27,380 | 31,124 |
| Percent of class | 0.2% | 0.2% |
| Shares outstanding (context) | 17,026,828 total; MHC 9,218,528 (54.1%) | 17,026,828 total; MHC 9,218,528 (54.1%) |
| Hedging/Pledging | Prohibited; no exceptions approved by board | Prohibited; no exceptions approved by board |
Governance Assessment
-
Strengths
- Independent Board Chair structure improves oversight; independent-led executive sessions indicate active engagement.
- Consistent committee participation (Compensation, Nominating) and no attendance shortfalls reported.
- Anti-hedging/anti-pledging policy and clear arms-length related-party safeguards enhance alignment and investor protection.
-
Compensation and Alignment
- Director cash compensation for the Chair is modest, with additional at-risk compensation via cash-settled phantom options tied to book value, promoting balance-sheet discipline rather than stock price volatility.
- Non-equity incentive payouts reflect vested phantom awards; grants and strike prices moved up YoY ($12.02→$13.26), aligning with book-value trends.
-
Risk Indicators and Considerations
- Controlled company status (MHC owns 54.1%) reduces certain Nasdaq independence requirements and may concentrate voting power.
- Presence of non-independent directors (legal counsel and recent retiree executive) on Nominating Committee reflects controlled-company exemptions; monitor committee composition and independence optics.
RED FLAGS
- Controlled company governance exemptions could dampen minority shareholder influence; continued vigilance on committee independence and nomination practices is warranted.
Watch Items
- Track future phantom plan payouts and grant sizing to ensure pay-for-performance remains tied to value creation (adjusted book value), and monitor any change-in-control acceleration risk.
- Confirm no exceptions to anti-pledging policy and absence of related-party transactions involving Cahalan in future filings.