Stacy Hengsterman
About Stacy Hengsterman
Independent director of Pioneer Bancorp, Inc. since January 2021; currently President and CEO of Special Olympics New York (since July 2018). Age 53 (as disclosed in the 2025 proxy), with ~20 years prior leadership advising the SUNY Chancellor, Trustees and 64 campus presidents on higher‑education policy, providing organizational leadership and community engagement expertise to the board . The board has determined she is “independent” under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State University of New York (SUNY) | Senior advisor to Chancellor, Board of Trustees, and 64 campus presidents; higher education policy leadership | Approximately two decades prior to July 2018 | Broad policy and governance advisory responsibilities across SUNY system |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Special Olympics New York | President & CEO | July 2018–present | Leads largest U.S. chapter serving >67,000 athletes, reinforcing community engagement credentials |
Board Governance
- Independence: The board determined all directors except the CEO (Amell) and Mahoney are independent; Hengsterman is independent .
- Committee assignments: Currently not serving on Audit, Compensation, or Nominating & Corporate Governance committees; all three committees are chaired by Dr. James K. Reed .
- Attendance: During the six months ended December 31, 2024, no director attended fewer than 75% of board and applicable committee meetings .
- Board leadership and executive sessions: Board chaired by independent director Dr. Reed; independent directors meet in executive sessions periodically, supporting oversight .
- Tenure on board: Appointed January 19, 2021; also appointed to boards of Pioneer Bancorp, MHC and Pioneer Bank (affiliates) .
Fixed Compensation
| Period | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| FY 2023 (year ended June 30, 2023) | $64,400 | $0 | $0 | $0 | $64,400 |
| FY 2024 (year ended June 30, 2024) | $64,400 | $93,900 | $96,300 | $0 | $254,600 |
| 6 months ended Dec 31, 2024 | $30,000 | $0 | $0 | $0 | $30,000 |
Notes:
- Directors received $4,600 per board meeting and $400 per loan committee meeting in FY 2023 and the six months ended Dec 31, 2024 .
- Grant date fair values computed per ASC 718; outstanding awards as of FY 2024 listed below .
Performance Compensation
| Category | Structure | Metrics/Conditions | Vesting/Outstanding Detail |
|---|---|---|---|
| Director equity under 2020 Equity Incentive Plan | Time‑based RSUs and stock options (grant date fair value reported) | No performance‑based metrics disclosed for director awards | As of June 30, 2024: Hengsterman held 10,000 stock awards; non‑employee directors had 25,000 options outstanding . As of Dec 31, 2024: Hengsterman held 10,000 stock awards; non‑employee directors (except Seifert) had 25,000 options; Seifert had 10,000 options and 5,000 stock awards . |
Other Directorships & Interlocks
| Company | Type | Role | Status |
|---|---|---|---|
| Other public company boards | Public | Director | None disclosed in PBFS proxy biographies; PBFS policy limits outside public boards to one other company . |
| Pioneer Bancorp, MHC | Affiliate | Director/Trustee | Appointed January 2021 . |
| Pioneer Bank | Affiliate | Director | Appointed January 2021 . |
Expertise & Qualifications
- Large-organization leadership and community engagement via Special Olympics New York (largest U.S. chapter, >67,000 athletes) .
- Governance and policy advisory experience from ~20 years at SUNY advising top leadership and campuses .
- Aligns with PBFS director selection criteria emphasizing experience, integrity, local market familiarity, and equity holdings .
Equity Ownership
| Metric | Oct 15, 2024 | Mar 24, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 10,113 | 15,113 |
| Unvested restricted stock included | 10,000 shares | 10,000 shares |
| Options exercisable within 60 days | 5,000 options (not separately listed in Oct 2024 table; outstanding options noted generally at 25,000 for non‑employee directors as of 6/30/24) | 5,000 options |
| Ownership as % of shares outstanding | *Less than 1% | *Less than 1% |
| Pledged as collateral | None (company states no director/officer has pledged stock) | None (company states no director/officer has pledged stock) |
Insider Trades
| Filing Type | Filing Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Jan 27, 2021 | Reported as newly appointed director; Table I showed 0 common shares initially . |
| Form 4 (Changes in Beneficial Ownership) | — | No Form 4 transactions located in PBFS filings catalog for Hengsterman . |
Governance Assessment
- Independence and non‑pledging: Independent director with no pledged shares; board reaffirms independence framework and periodic executive sessions—positive for oversight .
- Committee engagement: Currently not serving on standing committees; while not a red flag, it limits direct influence on audit, compensation, and nomination processes; note that board diversity and independence policies mitigate risk .
- Attendance and shareholder support: No director fell below 75% attendance; Hengsterman received 20,945,235 “For” votes vs. 2,162,995 “Withheld” at Nov 21, 2023 annual meeting—strong support signal .
- Compensation and alignment: Shift from cash‑only in FY 2023 to meaningful equity (options and RSUs) in FY 2024 improves alignment; current holdings include 10,000 unvested RS and 5,000 options, supporting skin‑in‑the‑game, though absolute ownership remains below 1% .
- Related‑party and conflicts: Company disclosed no related transactions with Hengsterman exceeding $120,000 at appointment; policy limits outside public boards to manage time/conflict risk—no conflicts identified .
- Risk indicators: Anti‑hedging policy referenced in proxy; no legal proceedings or controversies noted for Hengsterman in proxy biographies—no red flags identified .
Fixed Compensation (Detail: outstanding award context)
| Award Context | FY 2023 | FY 2024 | 6M Dec 31, 2024 |
|---|---|---|---|
| Options outstanding (non‑employee directors) | — | 25,000 each (as of 6/30/24) | 25,000 each (except Seifert at 10,000) |
| Stock awards held (Hengsterman) | — | 10,000 (as of 6/30/24) | 10,000 (as of 12/31/24) |
Performance Compensation — Metric Table
| Metric Category | Directors (Hengsterman) |
|---|---|
| Revenue/EPS/TSR‑linked vesting | Not disclosed for director awards (grant date fair value reported; time‑based awards) |
| ESG or strategic goals | Not disclosed for director awards |
| Options strike/expiration | Not disclosed in proxy summaries; only outstanding counts provided |
RED FLAGS
- None identified: No pledging, no related-party transactions >$120k, strong shareholder support, independence maintained .
Notes
- At her 2021 appointment, the board anticipated assigning Hengsterman to the Nominating & Corporate Governance Committee; current proxy shows she is not serving on any standing committee, with Dr. Reed chairing all three committees .