James K. Reed
About James K. Reed
Dr. James K. Reed, age 75, is an independent director and current Board Chair of Pioneer Bancorp, Inc. (PBFS). He served as President & CEO of St. Peter’s Health Partners (Oct 2012–Jan 2023) and previously held senior finance roles at International Paper (Director of Corporate Finance) and Union Pacific (Director of Acquisitions & Divestitures); he later became Chief Medical Officer of Northeast Health . Reed joined Pioneer Bank’s board in 2017 and has been a director of PBFS and Pioneer Bancorp, MHC since their incorporation . The PBFS board has determined Reed is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Peter’s Health Partners | President & CEO | Oct 2012–Jan 2023 | Led Capital Region’s largest not-for-profit health network; oversaw management and growth |
| International Paper Company | Director of Corporate Finance | Not disclosed | Senior finance leadership |
| Union Pacific Corporation | Director of Acquisitions & Divestitures | Not disclosed | Led M&A activity |
| Northeast Health | Chief Medical Officer | Not disclosed | Clinical leadership prior to CEO role at St. Peter’s Health Partners |
External Roles
| Organization | Role | Status/Tenure | Committees/Notes |
|---|---|---|---|
| MVP Health Plan | Board Member | Current | Not disclosed |
| Medical Liability Mutual Insurance Company (MLMIC) | Board Officer | Former | Officer role (title not specified) |
| HealthNow New York Inc. | Board Member | Former | Not disclosed |
Board Governance
- Reed is the independent Board Chair, enhancing independent oversight and agenda-setting authority .
- Committee leadership: Chair of Audit, Compensation, and Nominating & Corporate Governance; designated “audit committee financial expert” under SEC rules .
- Independence: Board determined all directors except the CEO (Amell) and Mahoney are independent; Reed is independent .
- Attendance: The Board held 6 regular meetings in the six months ended Dec 31, 2024; no director or committee member fell below 75% attendance; Audit met 2 times, Compensation 3 times, Nominating did not meet in the period .
- Annual meeting engagement: Eight directors attended the 2024 Annual Meeting .
Fixed Compensation
| Period | Cash Fees ($) | Stock Awards Granted ($) | Option Awards Granted ($) | Board Meeting Fee ($/meeting) | Loan Committee Fee ($/meeting) |
|---|---|---|---|---|---|
| Six months ended Dec 31, 2024 | $30,000 | $0 | $0 | $4,600 | $400 |
- Directors’ fees are earned in the capacity as Pioneer Bank board/committee members (no separate PBFS/MHC director pay) .
- No perquisites >$10,000 for any director during the six-month period .
Performance Compensation
| Award Type | Quantity | Vesting Schedule | Grant/Timing Detail | Notes |
|---|---|---|---|---|
| Restricted Stock (director stock awards held) | 10,000 shares as of Dec 31, 2024 | Time-based: 20% annually, starting May 21, 2025 | Awards under 2020 Equity Incentive Plan; equity grants not timed around earnings releases | No director-specific performance targets disclosed (time-based vesting) |
| Stock Options (aggregate outstanding per non-employee director) | 25,000 options as of Dec 31, 2024 | Time-based: 20% annually, starting May 21, 2025 | 2020 Equity Incentive Plan | Strike price not disclosed for director grants |
- Awards avoid closed trading windows; Compensation Committee does not time grants based on MNPI disclosures .
Other Directorships & Interlocks
| Company/Entity | Relation to PBFS | Potential Interlock/Conflict |
|---|---|---|
| MVP Health Plan (current board) | Healthcare payer/non-profit context | No PBFS-related transaction disclosed; low direct conflict visibility |
| MLMIC (former board officer) | Medical liability insurer | No PBFS-related transaction disclosed |
| HealthNow New York Inc. (former board) | Health insurer | No PBFS-related transaction disclosed |
- PBFS policy limits directors to one other public company board to manage time commitments; committee considers board service load in nominations .
Expertise & Qualifications
- Financial and M&A expertise (International Paper corporate finance; Union Pacific acquisitions/divestitures) .
- Healthcare leadership across complex organizations (Northeast Health CMO; St. Peter’s Health Partners CEO) .
- Designated audit committee financial expert, aligning with strong oversight of financial reporting and risk .
- Independent Board Chair structure promotes robust oversight and executive session leadership .
Equity Ownership
| As of Date | Beneficial Ownership (shares) | % of Shares Outstanding | Options Exercisable (within 60 days) | Unvested Restricted Stock | Pledged Shares |
|---|---|---|---|---|---|
| March 24, 2025 | 20,000 | <1% | 5,000 | 10,000 | None; no director/executive has pledged PBFS stock |
- Anti-hedging/anti-pledging policy prohibits hedging and pledging, with no exceptions approved; directors also restricted from short sales and certain derivative transactions .
Governance Assessment
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Strengths:
- Independent Board Chair with tri-committee leadership and audit financial expert designation enhances oversight of financial reporting, executive pay, and nominations .
- Majority-independent board and regular executive sessions signal effective governance structure .
- Attendance above 75% threshold and active committee cadence (Audit: 2; Compensation: 3 in H2 2024) indicate engagement .
- Time-based director equity awards and anti-hedging/pledging policy support alignment and risk control .
- Beneficial ownership with unvested equity implies skin-in-the-game; no pledging red flag .
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Considerations:
- Concentration of committee chair roles in the Board Chair may over-centralize influence; mitigation depends on board dynamics and independent director majority .
- Related-party lending exists in ordinary-course bank context ($273k aggregate to directors/officers); monitored via Audit Committee policy with twice-yearly review—no unfavorable terms disclosed .
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RED FLAGS:
- None disclosed regarding hedging/pledging, tax gross-ups, option repricing, or unusual related-party transactions; director loans are ordinary-course and compliant .
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Shareholder feedback:
- 2024 Annual Meeting votes showed directors elected and auditor ratified; say-on-pay voting is scheduled for 2025 Annual Meeting (results not yet available) .