Charles Seifert
About Charles Seifert
Charles Seifert (age 62) is an independent director of Pioneer Bancorp, Inc. (PBFS), serving since 2024. He is President of Siena College (since June 2023) and previously served as dean of Siena’s School of Business (2014–2019; 2020–2023) and interim vice president for academic affairs (2019–2020). Earlier in his career he held finance and banking roles including CFO of the Albany‑Colonie Regional Chamber of Commerce, vice president at Evergreen Bank, and manager at First American Bank, bringing leadership, academic, and banking expertise to the board . The board classifies him as independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siena College | President | Jun 2023–present | Founded Siena’s Institute for Leadership Development; led multiple committees and task forces |
| Siena College – School of Business | Dean | 2014–2019; 2020–2023 | Academic leadership and program development |
| Siena College | Interim VP for Academic Affairs | 2019–2020 | Senior academic administration |
| Albany‑Colonie Regional Chamber of Commerce | Chief Financial Officer | Not disclosed | Finance leadership in regional business organization |
| Evergreen Bank | Vice President | Not disclosed | Banking leadership |
| First American Bank | Manager | Not disclosed | Banking operations/management |
External Roles
| Organization | Role | Sector/Type | Public Company Board? |
|---|---|---|---|
| Siena College | President | Private higher education (nonprofit) | No other public company directorships disclosed in the 2025 proxy |
Board Governance
- Independence: The board determined all directors except CEO Thomas Amell and Shaun Mahoney are independent; Seifert is independent .
- Board leadership: The board is chaired by independent director Dr. James K. Reed, enhancing independent oversight; independent directors meet periodically in executive sessions .
- Committees: Seifert serves on Audit, Compensation, and Nominating & Corporate Governance; he is not a chair (all three committees chaired by Dr. Reed) .
- Attendance and activity: For the six months ended Dec 31, 2024, the board held six regular meetings; Audit met 2 times; Compensation met 3 times; Nominating & Governance did not meet. No director attended fewer than 75% of board and committee meetings during their service period .
- Anti‑hedging/pledging: Directors are prohibited from hedging and generally from pledging PBFS stock; the board has not approved any exceptions .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees (6 months ended Dec 31, 2024) | 25,400 | Seifert’s total cash director fees in the transition period |
| Per board meeting fee | 4,600 | Fee per director meeting attended |
| Loan committee meeting fee | 400 | Fee per loan committee meeting attended |
| Other cash comp / perquisites | 0 | No perquisites >$10,000 for any director |
Performance Compensation
| Award Type | Grant Context | Quantity | Grant-date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (time‑based) | Awards during 6 months ended Dec 31, 2024 | 5,000 | 58,850 | 20% annually over 5 years, starting May 21, 2025 | Grant fair value from director comp table; plan-wide vest schedule for directors |
| Stock Options (time‑based) | Awards during 6 months ended Dec 31, 2024 | 10,000 | 46,900 | 20% annually over 5 years, starting May 21, 2025 | Grant fair value from director comp table; plan-wide vest schedule for directors |
- Equity plan terms: Director awards under the 2020 Equity Incentive Plan vest 20% per year over five years beginning May 21, 2025; awards accelerate upon death, disability, or qualifying termination following a change in control .
- Structure signal: Seifert received both RS and option grants in 2024; other directors showed no new equity in the six-month transition period, indicating Seifert’s initial appointment grant rather than an across‑the‑board increase for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Seifert in PBFS’s 2025 proxy |
| Committee roles at other public companies | None disclosed |
| Potential interlocks with PBFS competitors/customers | None disclosed |
Expertise & Qualifications
- Leadership/management across academia and banking (Siena president; prior bank VP/manager; CFO of regional chamber) supporting governance and strategic oversight .
- Banking/finance experience aligned with PBFS’s community banking model and growth objectives .
- Service on all three key board committees (Audit, Compensation, Nominating & Governance) reflects broad governance engagement; audit committee financial expert designation resides with Dr. Reed, not Seifert .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,150 | As of Mar 24, 2025 record date |
| Ownership % of outstanding | <1% | Marked “*” less than 1% in proxy table |
| Unvested restricted stock | 5,000 | Included in beneficial ownership (footnote 10) |
| Stock options held | 10,000 | Options outstanding as of Dec 31, 2024 (director comp note) |
| Shares pledged as collateral | None | Company states no director or executive officer has pledged PBFS stock; pledging generally prohibited |
Note: The proxy footnote indicates Seifert’s 5,150 beneficially owned shares include 5,000 unvested restricted shares, implying a small residual of non‑restricted shares; options outstanding are unvested on a 5‑year schedule starting May 21, 2025 .
Governance Assessment
- Board effectiveness and engagement: Triple‑committee membership, independent chair structure, and full compliance with attendance thresholds indicate high engagement and robust oversight; Seifert’s cross‑functional background supports committee work across audit, compensation, and governance .
- Independence and conflicts: Seifert is independent; anti‑hedging/anti‑pledging policy in force with no exceptions granted; the company reports no pledging by any directors or executives, and related‑party lending to insiders is de minimis, on market terms, and monitored by the Audit Committee (aggregate ~$273,000 outstanding as of Dec 31, 2024; not attributed to Seifert) .
- Ownership alignment: Seifert’s equity mix includes time‑vested RS and options that vest over five years, aligning incentives with long‑term shareholder value creation; ownership is <1% of outstanding shares given PBFS’s capital structure, though anti‑pledging policy enhances alignment quality .
- Shareholder feedback (Say‑on‑Pay): 2025 say‑on‑pay received strong support (20.86M For vs. 1.34M Against; 1.50M broker non‑votes), and stockholders recommended annual frequency for say‑on‑pay; the board adopted annual votes, signaling responsiveness to investors .
Say‑on‑Pay and Frequency – 2025 Vote Results
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay | 20,857,226 | 1,338,049 | 146,209 | 1,499,600 |
| Frequency | One Year | Two Years | Three Years | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Recommendation | 21,812,034 | 228,991 | 252,491 | 47,968 | 1,499,600 |
RED FLAGS
- None disclosed specific to Seifert: no pledging/hedging, no related‑party transactions identified, and strong investor support for compensation practices at PBFS in 2025 .
Other Notes
- Director cash and equity compensation are modest and primarily time‑based; no performance‑vested director awards or director meeting attendance shortfalls were disclosed for the period .
- The board limits directors to serving on no more than one other public company board, reinforcing focus and capacity; no other public board service for Seifert was disclosed .