Michelle Plummer
About Michelle M. Plummer
Michelle M. Plummer, CPA, CGMA, is a Director of Greene County Bancorp, Inc. (GCBC), age 59, serving on the Board since 2015; her term expires in 2027 . She retired from GCBC and The Bank of Greene County on June 30, 2024 after serving as Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (COO/CFO) since 2020, and previously EVP COO/CFO since 2007 and CFO since May 1999 . She holds an M.S. from Pace University and a B.S. from Marist College, and is a member of AICPA and NYSSCPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greene County Bancorp, Inc. & The Bank of Greene County | Senior EVP, COO & CFO | 2020–Jun 30, 2024 | Led operations and finance; retired in 2024 |
| Greene County Bancorp, Inc. & The Bank of Greene County | EVP, COO & CFO | 2007–2020 | Executive leadership of operations and finance |
| Greene County Bancorp, Inc. & The Bank of Greene County | CFO | May 1999–2007 | Corporate finance leadership |
| KPMG LLP | Various positions | Prior to 1999 | Big Four audit/finance experience |
| Federal Reserve Bank of New York | Various positions | Prior to 1999 | Regulatory/financial systems exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AICPA | Member | Ongoing | Professional accounting credentials |
| NYSSCPA | Member | Ongoing | New York Society of CPAs |
Board Governance
- Independence: Not independent due to senior executive role until retirement; expected to become independent effective July 1, 2027 .
- Committee assignments (FY2025): Nominating Committee member; Nominating includes non-independent Directors given “controlled company” status .
- Attendance: In FY2025, Board held 12 regular and one special meeting; no Director attended fewer than 75% of Board/committee meetings; executive sessions of independent Directors held twice .
- Board leadership: Chairman Jay P. Cahalan (independent); CEO role and Chair role separated; Committee reports to full Board for risk oversight .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| FY2025 | 36,300 | Per Director compensation table |
| Director Fee Structure (Bank Board) | Annual Retainer ($) | Meeting Fee ($) | Total Annual Fee Compensation ($) |
|---|---|---|---|
| Standard Director (non-chair) | 19,800 | 1,650 | 39,600 |
| Chairman of the Board | 33,000 | 1,650 | 52,800 |
| Audit Committee Chair | 29,400 | 1,650 | 49,200 |
| Compensation Committee Chair | 23,100 | 1,650 | 42,900 |
In FY2024, Ms. Plummer was a Named Executive Officer, not separately compensated for Board service; exec compensation disclosed separately .
Performance Compensation
| Grant Year | Instrument | Grant Size | Strike/Reference | Vesting | Payout Metric | Notes |
|---|---|---|---|---|---|---|
| FY2025 | Phantom Stock Options | 22,100 | Adjusted book value strike at $13.26 | 3 years | Cash-settled value equals positive difference between adjusted book value at determination date and strike | Directors eligible under 2011 Plan |
| FY2024 | Phantom Stock Options | Director grants (excl. Gibson/Plummer: 22,100 each; Ms. Plummer not listed as recipient in FY2024 table) | Adjusted book value strike at $12.02 | 3 years | As above | Plan details and FY2024 awards |
- Plan mechanics: Cash paid at vest based on adjusted book value minus strike; vesting accelerated on death, disability, termination without cause, change in control; awards not traditional equity; payouts show up as “Non-Equity Incentive Plan Compensation” when vesting occurs .
- Anti-hedging/pledging: Directors prohibited from hedging and generally from pledging GCBC stock; no exceptions approved by the Board .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in GCBC proxy |
Expertise & Qualifications
| Credential/Experience | Detail |
|---|---|
| CPA, CGMA | Professional designations |
| Education | M.S. (Pace University); B.S. (Marist College) |
| Banking/Accounting | Long-tenured CFO/COO roles; KPMG and FRBNY prior roles |
| Governance | Nominating Committee service; deep finance/controls background |
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Class | Components/Notes |
|---|---|---|---|
| Sep 2, 2025 | 159,032 | 0.9% | Includes 49,472 ESOP shares |
| Sep 6, 2024 | 157,727 | 0.9% | Includes 48,167 ESOP shares; retired Jun 30, 2024 |
- Ownership policy signals: Anti-hedging and anti-pledging with no approved exceptions (alignment-positive) .
- Section 16 compliance: Company reports no late filings by officers/Directors in FY2025 .
Governance Assessment
- Independence and committee roles: Ms. Plummer is classified non-independent until July 1, 2027 due to recent senior executive status; she serves on the Nominating Committee alongside another non-independent Director, permissible under GCBC’s “controlled company” status, but reduces full independence optics on nominations .
- Engagement: No attendance shortfalls; Board held 13 meetings/events and two executive sessions in FY2025, signaling active governance processes .
- Compensation and alignment: As a Director, Ms. Plummer’s FY2025 pay is primarily fixed cash ($36,300), with at-risk phantom options tied to book value growth over three years, aligning incentives with balance-sheet discipline rather than short-term stock price; no hedging/pledging allowed, reinforcing alignment .
- Ownership: ~0.9% beneficial ownership is high for a Director at a community bank, with significant ESOP holdings—strong skin-in-the-game signal .
- Potential conflicts: Recent transition from senior management to the Board (retired Jun 30, 2024) warrants monitoring of independence in oversight of finance/operations; formal independence expected by July 1, 2027 .
- Broader governance context: GCBC’s controlled-company status exempts it from certain Nasdaq independence requirements (e.g., majority independent Board), an investor consideration when evaluating checks-and-balances across committees .
Director Compensation Detail (FY2025)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) | 36,300 | As disclosed for Ms. Plummer |
| Non-Equity Incentive Plan Compensation | — | None realized in FY2025; payouts occur upon vesting of phantom options |
| All Other Compensation | — | None disclosed |
| Total | 36,300 |
Committee Assignments and Independence Detail
| Committee | Membership | Chair | Independence Notes |
|---|---|---|---|
| Nominating | Jenkins, Cahalan, Plummer, Schaefer | Jenkins | Plummer and Schaefer not independent; allowed due to controlled-company status; Plummer becomes independent 7/1/2027 |
| Compensation | Jenkins, Cahalan, Cannucciari, Hada | Jenkins | All members independent; met 7 times in FY2025 |
| Audit | Hogan, Jenkins, Hada, Cannucciari | Hogan | All members independent; Hogan is “financial expert”; met 11 times in FY2025 |
Signals, Risks, and RED FLAGS
- RED FLAG: Non-independent status until 7/1/2027 increases perceived conflict risk in nominations/oversight given recent senior executive role .
- Controlled company: Exemptions reduce required independent majority—investors should scrutinize committee rigor and executive session practices .
- Positive alignment: Prohibitions on hedging/pledging and book-value-tied phantom awards emphasize conservative, balance-sheet-driven performance culture .
- Attendance: No meeting attendance concerns reported; indicates solid engagement .
Say-on-pay and engagement: Board recommends “FOR” say-on-pay and annual frequency—consistent with responsiveness to investors on compensation oversight .