Eileen C. Bagnoli
About Eileen C. Bagnoli
Eileen C. Bagnoli, age 75, is an independent director of Pioneer Bancorp, Inc. (PBFS), nominated for re‑election at the May 20, 2025 annual meeting to a term ending in 2028. She served at Pioneer Bank from 1972–2013, including CEO (2010–2013) and EVP/COO (2003–2010), and has been on the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation; she joined Pioneer Bank’s board in 2010 . The board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Bank | Chief Executive Officer | Jun 2010 – Jun 2013 | Led bank operations and strategy |
| Pioneer Bank | EVP & Chief Operating Officer | 2003 – Jun 2010 | Senior operating leadership |
| Pioneer Bank | Retail branch mgmt, marketing, HR, operations | 1972 – 2013 | Cross‑functional bank leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commission on Economic Opportunity | Director; past Board Chair | Not disclosed | Community economic development leadership |
| NYS Higher Education Services Corporation | Board member | Not disclosed | State higher education oversight exposure |
| Helping Hands School | Board member | 22+ years | Long‑tenor governance in education services |
| WMHT Educational Telecommunications | Board member | Through 2016 | Public media governance |
Board Governance
- Independence: Board determined Bagnoli is independent; only Amell and Mahoney are not independent .
- Board leadership: Independent Chair (Dr. James K. Reed) enhances oversight and agenda setting by independent directors .
- Attendance: Board held six regular meetings in the six months ended Dec 31, 2024; no director or committee member attended fewer than 75% of applicable meetings .
- Annual meeting participation expectation; eight directors attended the 2024 annual meeting .
| Committee | Bagnoli Role | Committee Chair | Committee Meetings (6 months ended 12/31/2024) |
|---|---|---|---|
| Audit | Member | Dr. James K. Reed | 2 meetings |
| Compensation | Member | Dr. James K. Reed | 3 meetings |
| Nominating & Corporate Governance | Not a member | Dr. James K. Reed | 0 meetings |
Fixed Compensation
| Component (6 months ended 12/31/2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $30,000 |
| Stock Awards | $0 |
| Option Awards | $0 |
| All Other Compensation | $0 |
| Fee Schedule | Amount |
|---|---|
| Board meeting fee (per meeting) | $4,600 |
| Loan committee meeting fee (per meeting) | $400 |
Performance Compensation
Directors do not have performance‑based cash incentives; equity grants are time‑based vesting under the 2020 Equity Incentive Plan.
| Equity Component | Status | Quantity | Vesting/Terms |
|---|---|---|---|
| Restricted Stock Awards outstanding | Unvested | 15,000 shares (as of 12/31/2024) | Vests 20% annually over 5 years beginning May 21, 2025 |
| Stock Options outstanding | Total outstanding | 25,000 options (as of 12/31/2024) | Vests 20% annually over 5 years beginning May 21, 2025 |
Policy notes:
- Equity award timing and practices avoid grants around closed trading windows and are not timed to MNPI; no options granted near major filings and no MNPI‑related timing .
- Anti‑hedging and anti‑pledging: Directors prohibited from hedging and generally from pledging/margin accounts; no exceptions approved .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Non‑profit/academic boards | Commission on Economic Opportunity; NYS HESC; Helping Hands School; WMHT (through 2016) |
| Interlocks with PBFS competitors/customers/suppliers | None disclosed; board considered independence and reported no additional relationships beyond related‑party policies |
Expertise & Qualifications
- 41‑year banking career across retail, marketing, HR, operations; CEO and COO experience at Pioneer Bank .
- Recognitions: Albany‑Colonie Regional Chamber “Women of Excellence” (2008) and Albany Business Review “Women in Business Outstanding Executive” (2010) .
- Community and industry involvement (NY Bankers Association, Independent Bankers Association of NYS) supports local market insight .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 25,000 shares (as of 3/24/2025) |
| Percent of shares outstanding | <1% |
| Components (within 60 days): Options exercisable | 5,000 options |
| Components: Unvested restricted stock | 15,000 shares |
| Pledged shares | None; company states no director/officer has pledged PBFS stock and policy prohibits pledging absent board‑approved exceptions (none approved) |
Governance Assessment
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Strengths:
- Independent director with deep institutional knowledge and service since 2010; sits on Audit and Compensation—committees critical to risk and pay oversight .
- Independent board chair and majority‑independent board; periodic executive sessions bolster oversight .
- Solid engagement: board/committee meetings held; no director fell below 75% attendance .
- Alignment via equity: meaningful unvested restricted stock and outstanding options; anti‑hedging/anti‑pledging policy enhances alignment and risk controls .
-
Watch items / potential conflicts:
- Former CEO status can pose perceived independence challenges; board explicitly deems her independent under Nasdaq rules .
- Related‑party lending exists at the bank level (aggregate ~$273,000 to executives/directors) but conducted on market terms and compliant with Federal Reserve Act; no individual loan disclosure tied to Bagnoli and loans are performing .
- Director compensation largely meeting‑based and cash; ensure pay‑for‑performance linkage remains via equity and committee effectiveness rather than increasing guaranteed cash .
-
Near‑term signal:
- Nominated for a new three‑year term ending 2028, indicating board continuity and confidence in governance contributions .