John Brust
About John Brust
John Brust, 68, is the Principal and an owner of Delaware Engineering, D.P.C., an Albany-based civil and environmental engineering firm he joined in 1998; he has 30+ years of technical consulting experience with a strong focus on regulatory affairs and relationships with New York state and regional agencies. He is a graduate of Seton Hall University and holds a Master of Environmental Science from Rutgers University; he served on The Bank of Greene County Advisory Board since 2019. He is a nominee to join the GCBC Board with a term to expire in 2028 if elected, and beneficially owned 2,100 shares (held in a 401(k) plan) as of the record date, representing 0.0% of outstanding shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delaware Engineering, D.P.C. | Principal and owner | 1998–present | Civil/environmental engineering expertise; regulatory affairs; relationships with state/regional agencies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bank of Greene County Advisory Board | Advisory Board Member | 2019–present | Community/economic development perspective; advisory capacity before Board nomination |
Board Governance
- Nomination and independence: The Nominating Committee reviews independence under Nasdaq standards and evaluates candidates’ ethics, time commitments, community familiarity, and conflict risks; it also considers audit financial expertise when needed. Brust is nominated to join the Board; specific independence determination for him is not explicitly stated in the proxy, but independence compliance is reviewed by the Nominating Committee .
- Committee assignments: As of the 2025 proxy, Audit Committee members are Hogan (Chair), Jenkins, Hada, Cannucciari; Compensation Committee members are Jenkins (Chair), Cahalan, Cannucciari, Hada. Brust is not listed on any committee pre‑election (assignments TBD post‑election) .
- Attendance and engagement: In FY 2025 the Board held 12 regular meetings and one special strategic planning meeting; no Director attended fewer than 75% of aggregate Board and Committee meetings on which they served; independent Directors held two executive sessions. All Directors attended the 2024 Annual Meeting in person. Brust was not yet a Director in FY 2025; attendance data for him is therefore not applicable .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Standard Director annual retainer (Bank of Greene County) | $19,800 | Non‑chair Directors of the Bank; plus meeting fees |
| Meeting fee (per meeting) | $1,650 | Paid to Directors for attendance; forms part of annual fee total |
| Standard annual fee compensation (illustrative total) | $39,600 | Retainer + typical meeting attendance for non‑chair Directors |
| Chairman of the Board annual retainer | $33,000 | Plus meeting fees; total $52,800 |
| Audit Committee Chairman annual retainer | $29,400 | Plus meeting fees; total $49,200 |
| Compensation Committee Chairman annual retainer | $23,100 | Plus meeting fees; total $42,900 |
For fiscal 2025, the Bank paid a total of $1,020,607 in Directors’ fees, non‑equity incentive compensation, and all other compensation .
Performance Compensation
| Program | Form | Vesting | Metric/Structure | FY 2025 Payout Indicator |
|---|---|---|---|---|
| Phantom Stock Option and Long Term Incentive Plan | Non‑equity incentive compensation | 3‑year vesting | Not specified in proxy; paid after vesting | Paid amounts shown for some Directors (e.g., Hogan $143,616; Cahalan $134,640; Jenkins $134,640); others had zero |
No RSU/PSU or option award details for non‑employee Directors are disclosed in the proxy; performance metrics for the phantom/LTIP program are not described. As a new nominee, Brust has no disclosed performance compensation history in FY 2025 .
Other Directorships & Interlocks
- No other public company board roles for Brust are disclosed in the proxy biography. His primary outside role is with Delaware Engineering; no interlocks with GCBC’s competitors, suppliers, or customers are disclosed .
Expertise & Qualifications
- Civil/environmental engineering principal with 30+ years of consulting experience; strong regulatory affairs background and relationships with New York state/regional agencies .
- Education: BA/BS from Seton Hall University; Master of Environmental Science from Rutgers University .
- Community engagement: Advisory Board experience at The Bank of Greene County since 2019 .
Equity Ownership
| Holder | Shares | Ownership % | Notes |
|---|---|---|---|
| John Brust | 2,100 | 0.0% | Shares held in a 401(k) plan |
| Greene County Bancorp, MHC | 9,218,528 | 54.1% | Majority owner; Directors also serve at the MHC |
No pledging, hedging, or other alignment issues for Brust are disclosed; breakdown of vested/unvested or option positions is not applicable to non‑employee Directors per proxy disclosures .
Governance Assessment
- Strengths: Deep regional regulatory and infrastructure expertise, community development perspective, and prior Advisory Board engagement enhance stakeholder alignment and local market insight for a community bank board .
- Independence and committees: Independence is overseen by the Nominating Committee under Nasdaq rules; Brust’s committee roles will be determined post‑election (Audit and Compensation currently populated). Executive sessions indicate meaningful independent Director engagement (two in FY 2025) .
- Compensation alignment: Director pay is primarily fixed cash (retainer + meeting fees); select Directors received non‑equity incentive payouts from a 3‑year phantom/LTIP program. No equity grants (RSUs/PSUs) or stock option programs are disclosed for non‑employee Directors, limiting direct market‑linked alignment but consistent with community bank practices .
- Ownership: Brust’s 2,100 shares (0.0%) reflect limited personal stake; GCBC’s MHC majority (54.1%) structurally constrains outside ownership influence and may reduce market‑based alignment signals while providing stability .
RED FLAGS
- Low personal ownership: 2,100 shares and 0.0% of class indicate modest skin‑in‑the‑game for a new Director nominee .
- Committee assignments/attendance TBD: No FY 2025 attendance record or committee roles for Brust as he was not yet a Director; early engagement quality will be important to monitor post‑election .
- Phantom/LTIP disclosure opacity: Non‑equity incentive payouts exist for some Directors, but metrics/targets are not disclosed, limiting pay‑for‑performance transparency .