Peter Hogan
About Peter W. Hogan
Peter W. Hogan, CPA (age 68) is an independent director of Greene County Bancorp, Inc. (GCBC) and Chairman of the Audit Committee since December 2013; he is a shareholder at Karp, Ackerman, Small & Hogan, CPAs, P.C., and holds a BBA in Accounting from Siena College . He has served on GCBC’s Board since 2013, is designated an SEC “Audit Committee Financial Expert,” and is classified as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karp, Ackerman, Small & Hogan, CPAs, P.C. | Shareholder (CPA) | >30 years | Accounting and financial reporting expertise |
| The Bank of Greene County Advisory Board | Advisory Board Member | Prior to Board service | Local market and bank advisory experience |
| GCBC Board of Directors | Audit Committee Chair | Since Dec. 2013 | Designated Audit Committee Financial Expert; committee leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Karp, Ackerman, Small & Hogan, CPAs, P.C. | Shareholder | >30 years | Hudson, NY-based accounting firm |
No other public company directorships or committee roles are disclosed for Mr. Hogan in GCBC’s proxy materials .
Board Governance
- Committee assignments: Audit Committee Chair; members include Hogan, Jenkins (retiring at 2025 annual meeting), Hada, Cannucciari; all members independent under Nasdaq and SEC Rule 10A-3 .
- Audit Committee activity: 11 meetings in FY2025; duties include oversight of the independent auditor, financial reporting integrity, pre-approval of audit/non-audit services; recommended inclusion of audited financials in FY2025 Form 10-K .
- Board activity and attendance: Board held 12 regular meetings and one special strategic meeting in FY2025; no director attended fewer than 75% of Board and committee meetings; two executive sessions of independent directors; all directors attended the 2024 annual meeting .
- Independence: Board determined all directors except CEO Gibson, former executive Plummer, and outside counsel Schaefer are independent; GCBC is a “controlled company” (majority-owned by MHC) and thus exempt from Nasdaq’s majority independent board requirement .
Fixed Compensation
| Component | FY2025 Amount | Structure/Notes |
|---|---|---|
| Audit Committee Chair total annual fee compensation (cash) | $49,200 | Annual retainer $29,400 plus $1,650 per meeting; position-specific disclosure |
| Fees Earned or Paid in Cash (Summary Table - Hogan) | $49,200 | Matches chair fee structure |
Performance Compensation
| Metric | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation (Hogan) | $170,112 | $143,616 | Payout after 3-year vest under Phantom Stock Option & LTIP |
| Phantom Option Grants to Hogan (units) | 23,460 | 23,460 | Directors eligible; grants per year |
| Strike Price (Adjusted Book Value at Grant) | $12.02 | $13.26 | Cash payout equals positive difference between adjusted book value at vest and strike |
| Vesting Period | 3 years | 3 years | Standard vesting unless otherwise specified by Committee |
- Plan mechanics: Cash-settled “phantom stock options” pay out upon vesting based on growth in adjusted book value; no RSUs/PSUs or market-priced stock options disclosed for directors .
- Change-of-control terms: Awards become fully earned at change in control or second-step conversion; cash value paid within 75 days; performance measures deemed satisfied; acceleration also for death, disability, certain terminations; indicates single-trigger acceleration on change in control .
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Hogan .
- Potential interlocks: No disclosed board overlaps with GCBC competitors/suppliers/customers; one director (Schaefer) is partner at a law firm used by the Company and is not independent; no such relationship disclosed for Hogan .
Expertise & Qualifications
- CPA; >30 years of accounting practice; Siena College BBA in Accounting .
- Audit Committee Financial Expert under SEC definition; deep experience in accounting principles and financial reporting rules .
Equity Ownership
| Metric | FY2020 | FY2025 | Notes |
|---|---|---|---|
| Shares Beneficially Owned | 35,000 | 72,000 | FY2020 shares included held in 401(k) plan; FY2025 disclosure notes 72,000 held in 401(k) plan |
| Percent of Class | 0.4% | 0.4% | As reported with beneficial ownership table |
- Group ownership context: Directors and executive officers (excluding MHC) collectively owned 5.1% of outstanding shares as of record date; Greene County Bancorp, MHC owns 54.1% .
- Pledging: No pledging of Hogan’s shares is disclosed; footnote indicates holdings in a 401(k) plan .
Governance Assessment
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Strengths:
- Independent director with formal Audit Committee Financial Expert designation; chairs a highly active committee (11 meetings) overseeing auditor independence and financial reporting integrity .
- Strong attendance culture at the board level; executive sessions held; directors attended the annual meeting, supporting engagement .
- Meaningful personal share ownership increased vs. FY2020, with 0.4% beneficial ownership as of FY2025, suggesting alignment .
-
Compensation and alignment:
- Director cash fees are modest and role-based; performance compensation for directors is delivered via cash-settled phantom options tied to adjusted book value, incentivizing book value growth rather than market TSR .
- Non-Equity Incentive payout decreased YoY for Hogan ($170,112 in FY2024 to $143,616 in FY2025), reflecting plan outcomes and book value dynamics .
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Conflicts and red flags:
- No related-party transactions disclosed involving Hogan; director/officer loans occur in ordinary course under regulated insider-lending frameworks and require Audit Committee/independent director approval when reportable .
- Controlled company status may reduce certain Nasdaq governance requirements (e.g., majority-independent board), a structural consideration for investors .
- Change-of-control provisions in the Phantom Plan include single-trigger vesting/settlement, which can be shareholder-unfriendly in some governance frameworks; investors should note acceleration terms .
RED FLAGS to monitor: Controlled company governance exemptions ; single-trigger change-of-control vesting in Phantom Plan . No attendance, pledging, or related-party issues are disclosed for Hogan in the latest proxy .