Nick Barzee
About Nick Barzee
Nick Barzee is Senior Vice President and Chief Financial Officer (CFO) of Greene County Bancorp, Inc. and The Bank of Greene County, serving since July 1, 2024; he is a Certified Public Accountant with an MBA and a BA in Accounting from SUNY Oswego and previously spent over 12 years with KPMG in Albany and New York City . He is age 40 and part of the executive officer team; his background includes VP Controller (2021) and VP Director of Finance (2023) before promotion to CFO as part of succession planning . Company performance context during his tenure shows record FY2025 net income and disclosed TSR trends, useful for evaluating pay-performance alignment .
Company Performance (context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Income ($USD Thousands) | $30,785 | $24,769 | $31,138 |
| Value of $100 Investment (TSR) | $133.11 | $152.17 | $101.58 |
The Company reported “record high net income of $31.1 million” for FY2025 in its July 23, 2025 release .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greene County Bancorp, Inc. | Vice President, Controller | 2021–2023 | Held positions of increasing responsibility in finance leading to CFO succession |
| Greene County Bancorp, Inc. | Vice President, Director of Finance | 2023–2024 | Continued progression, directly preceding CFO appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP (Albany & NYC) | Senior Manager, Financial Services | 2008–2021 | Over 12 years of audit/financial services experience supporting technical finance expertise |
Fixed Compensation
| Component | FY 2025 |
|---|---|
| Base Salary ($) | $292,000 |
| Annual Bonus ($) | $43,500 |
| All Other Compensation ($) | $84,200 |
| Total ($) | $454,900 |
All Other Compensation – FY 2025 Breakdown
| Item | Amount ($) | Notes |
|---|---|---|
| 401(k) Employer Match | $10,800 | |
| ESOP Allocation (FMV at 6/30/2025) | $3,200 | |
| Health Reimbursement/Medical Premium Contribution | $10,200 | |
| SERP Contributions (Total) | $60,000 | |
| — SERP Standard Contribution | $20,000 | |
| — SERP Discretionary Contribution | $40,000 |
Compensation philosophy emphasizes competitiveness, balance between short-term and long-term goals, and alignment with shareholder interests; AON advised the Compensation Committee in FY2025 on design and peer benchmarking .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Non-Equity Incentive Plan (Phantom Plan payout) | Phantom Stock Option vested tranche | N/A | N/A | N/A | $35,200 in FY2025 (three-year vest payout) | Subject to 3-year vesting per Plan |
| Phantom Stock Options (FY2025 grant) | Adjusted Book Value vs. Strike (cash-settled) | N/A | Strike: $13.26 per award unit | Determined at end of 3rd plan year | Cash value equals adjusted book value minus strike (per option) at determination date | Full vest at 3 years; acceleration on death, disability, involuntary termination without cause, change in control; payout generally within 75 days of event |
The Company does not historically grant market-priced stock options; phantom options are cash-settled based on adjusted book value and not market price timing; anti-hedging/anti-pledging rules apply to executives .
Equity Ownership & Alignment
| Ownership Measure | Value | Detail |
|---|---|---|
| Beneficial Shares Owned | 3,616 | |
| Ownership % of Shares Outstanding | 0.0% | |
| ESOP Shares | 376 | |
| 401(k) Plan Shares | 3,240 | |
| Section 16(a) Filing Compliance | No officer/director failed to file timely for FY2025 per Company review | |
| Hedging/Pledging | Directors and executive officers are prohibited from hedging and pledging (no exceptions approved) |
Stock ownership guidelines (e.g., salary multiples) are not disclosed; however, prohibition on pledging and hedging reduces misalignment risk .
Employment Terms
- SERP participation: Effective July 1, 2024; vesting requires 20 years of service with partial vesting beginning at year 10 (10% at 10 years; 15% at 11; 20% at 12; increasing 10% annually to 100% at 20 years). Executives may defer up to 50% of base salary and 100% of bonus. Vesting accelerates upon death, disability, or change in control; if involuntarily terminated or resigns for good reason following a change in control, the present value of all remaining Bank contributions is accelerated and paid (subject to potential 280G reduction). Benefits upon retirement/other termination are paid in 10 annual installments .
- SERP contributions in FY2025: $20,000 standard contribution plus $40,000 discretionary contribution ($60,000 total) .
- Clawback Policy: Adopted and filed as an exhibit to the FY2025 10-K; applies to incentive-based compensation “received” during the three completed fiscal years prior to the date the Company is required to prepare an accounting restatement; no indemnification; recovery “reasonably promptly,” with limited exceptions; includes TSR/stock-price-based awards where reasonable estimates of restatement impact are used .
- Phantom Stock Option & LTIP: Authorized up to 16,000,000 phantom options; awards vest after three plan years; change-in-control triggers full vest and payment no later than 75 days; performance measures attached to awards deemed satisfied upon change in control .
- FY2025 Phantom grant volumes: 12,000 options to Barzee at strike $13.26 (adjusted book value basis) .
Investment Implications
- Pay-for-performance alignment: Barzee’s variable pay is tied to phantom option vesting (book value growth), with FY2025 non-equity incentive payout of $35,200 from the LTIP; base salary remains the largest component as a relatively new CFO, with $60,000 SERP contributions indicating long-dated retention mechanisms .
- Selling pressure/vesting: Phantom awards are cash-settled at vest and do not deliver tradable equity, reducing potential insider share sale pressure at vest. Anti-hedging and anti-pledging policies further mitigate misalignment and overhang risk .
- Ownership alignment: Direct beneficial ownership is modest (3,616 shares, 0.0% of outstanding), but ESOP/401(k) holdings exist; the SERP’s 20-year vesting schedule creates long-term retention incentives and alignment with institutional stability .
- Change-of-control economics: Both SERP and phantom plan provide accelerated vesting/payouts on change in control, with 280G cutback provisions; this creates predictable executive outcomes and reduces litigation risk in transactions .
- Performance backdrop: FY2025 net income reached a record ($31,138k), while cumulative TSR value declined versus FY2024, underscoring the importance of monitoring capital allocation, credit trends, and market valuation drivers during Barzee’s early tenure as CFO .
- Governance and controls: CFO certifications on 10-K and 10-Q under SOX 302/906 indicate responsibility for controls; presence of a formal Clawback Policy enhances recovery mechanisms in restatement scenarios .
Compensation Committee composition and use of independent consultants (AON) support governance quality in setting pay structures and benchmarks .