Tejraj Hada
About Tejraj S. Hada
Independent director of Greene County Bancorp, Inc. since 2022; age 53; current term to expire in 2028. Background includes nearly two decades as a franchise/operator in restaurant and hospitality, co-ownership of a Hilton Garden Inn and convention center since 2022, and prior 10-year software engineering career. Education: Computer Science (Engineering College Kota) and Postgraduate Diploma in Industrial Engineering (National Productivity Council, India). Beneficial ownership: 22,777 shares, approximately 0.1% of the class .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Guys Burgers and Fries; TCBY | Franchisee overseeing 29 locations across NY and MA; >500 staff at peak | Prior to sale of operations (award in 2015) | Five Guys Franchisee of the Year (2015); operational excellence |
| Software Engineering | Software engineer and project leader | 10 years (prior to restaurant industry) | Technical leadership |
| The Bank of Greene County Advisory Board | Advisory board member | Prior to 2022 board appointment | Community and banking insights |
| U.S. Small Business Administration | Small Business Excellence Award recipient | 2010 | Recognition of entrepreneurial achievement |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Hilton Garden Inn & Magnoliya Convention Center (Virginia) | Co-owner | 2022 | Hospitality asset ownership |
| Commercial real estate (Upstate NY) | Owner of multiple properties | N/A | Real estate holdings |
| Guilderland Chamber of Commerce | Board member | N/A | Local business network role |
Board Governance
- Committee assignments: Member, Audit Committee; member, Compensation Committee; member of Executive Committee (entire Board). Not a committee chair .
- Independence: Audit and Compensation Committee members, including Hada, are “independent” under Nasdaq corporate governance listing standards; Audit Committee independence also under SEC Rule 10A‑3 .
- Attendance and engagement: FY2025 Board held 12 regular meetings and one special; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting in person; two executive sessions of independent directors were held in FY2025 .
- Board leadership: Independent Chair (Jay P. Cahalan), promoting independent oversight and risk governance across committees .
| Committee | Membership | Chair | Meetings FY2025 | Independence |
|---|---|---|---|---|
| Audit | Hogan (Chair), Jenkins, Hada, Cannucciari | Peter Hogan, CPA | Not disclosed | All members independent; Hogan is Audit Committee Financial Expert |
| Compensation | Jenkins (Chair, retiring), Cahalan, Cannucciari, Hada | David H. Jenkins (retiring) | 7 | All members independent |
| Nominating | Jenkins (Chair, retiring), Cahalan, Plummer, Schaefer | Jenkins | 1 | Controlled company exemption; not all independent |
| Executive | Entire Board | N/A | 0 | N/A |
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Tejraj S. Hada | 36,300 | — | — | 36,300 |
- Director fee schedule (Bank of Greene County): Standard director annual retainer $19,800 plus $1,650 per meeting (total annual fee compensation $39,600); Board Chair $33,000 + $1,650 per meeting ($52,800); Audit Chair $29,400 + $1,650 per meeting ($49,200); Compensation Chair $23,100 + $1,650 per meeting ($42,900). No separate GCBC board fees; employee-directors do not receive fees .
Performance Compensation
| Component | Award Type | Terms | Metrics |
|---|---|---|---|
| Phantom Stock Option & Long Term Incentive Plan | Non‑equity plan | Payout after three years of vesting | Not disclosed; payouts reported for some directors in FY2025, but not for Hada |
Hada did not receive non‑equity incentive plan compensation in FY2025 per the directors’ compensation table .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Hada in GCBC’s 2025 DEF 14A .
- Private/non‑profit roles: Advisory Board of The Bank of Greene County (prior), Guilderland Chamber of Commerce board member .
- Interlocks: No public company interlocks or shared directorships with suppliers/customers disclosed; GCBC is a controlled company via Greene County Bancorp, MHC (54.1%) which shares directors/officers, consistent with mutual holding company structures .
Expertise & Qualifications
- Entrepreneurial and operating experience across multi‑unit hospitality; franchise operations scaling to 29 locations with >500 employees; recognized via Five Guys Franchisee of the Year (2015) and SBA Small Business Excellence Award (2010) .
- Technical foundation: Computer Science degree; Industrial Engineering postgraduate diploma; 10 years software engineering/project leadership .
- Community ties: Prior advisory board role and local chamber board membership .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Tejraj S. Hada | 22,777 | 0.1% |
- Anti‑hedging/pledging: Directors and executive officers are prohibited from hedging and pledging GCBC stock; Board has not approved any exceptions to the pledging prohibition, reducing alignment risk concerns from derivatives or collateralization .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (advisory) | 13,045,463 | 1,147,689 | 55,558 | 1,490,885 |
| Frequency Vote | 1 Year | 2 Years | 3 Years | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Preferred frequency | 13,986,241 | 55,168 | 140,533 | 66,768 | 1,490,885 |
Director election support: Hada received 13,527,927 For and 720,783 Withheld; relative withheld higher than the other two nominees (Brust 50,069; Gibson 25,254), indicating modestly elevated investor scrutiny .
Governance Assessment
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Strengths:
- Independent director with dual service on Audit and Compensation Committees; both committees comprised of independent directors, satisfying Nasdaq and SEC Rule 10A‑3 requirements .
- Independent board chair and regular executive sessions (two in FY2025) support effective oversight and independent dialogue .
- Anti‑hedging/pledging policy with no approved exceptions mitigates alignment and collateral risk; company does not grant stock options historically, reducing repricing risk .
- Attendance: No director fell below 75% of Board/committee meetings; full attendance at the 2024 annual meeting .
- Say‑on‑Pay passed with a strong majority; stockholders prefer annual frequency, signaling ongoing compensation oversight alignment .
-
Watch items / potential red flags:
- Election vote shows higher “withheld” votes for Hada versus peers, suggesting investors want continued assurance on qualifications and alignment as a relatively newer director (2022 appointee) .
- Director compensation is largely cash-based for Hada in FY2025, with no non‑equity incentive payout; while simple, this provides limited equity-based alignment beyond his shareholdings (22,777 shares; 0.1%) .
- Related‑party exposure: As a bank, director loans may occur in the ordinary course; policy asserts arms‑length terms and Audit Committee oversight, but no director‑specific transaction details were disclosed for Hada—monitor future proxies for any specific relationships .
-
Compensation Committee considerations:
- Composition includes Hada; committee met seven times in FY2025; charter enables use of independent consultants and governs executive compensation philosophy and succession planning; chair transition with Jenkins retiring at the 2025 annual meeting .
Overall: Hada brings scaled operating and technology experience, sits on key oversight committees, and is subject to robust trading/pledging controls. Maintain monitoring on investor sentiment given relatively higher withheld votes and confirm continued attendance/engagement and any potential RPTs in future filings .