Adam C. Gagas
About Adam C. Gagas
Adam C. Gagas (age 53) is an independent director of Pathfinder Bancorp, Inc. (PBHC) and has served on the board since 2014; his current term was up for election at the June 5, 2025 annual meeting. He is Chief Investment Officer and Managing Director of Institutional Services at Rockbridge Investment Management, and previously held founding/leadership roles at Disciplined Capital Management and Breakwall Asset Management. He holds a BA (Hobart College, Economics and Russian Studies) and an MBA in Finance (NYU Stern), and completed the Alfa Fellowship with a placement at Alfa Capital in Moscow. The board cites his expertise in finance, particularly of public companies, as a key qualification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skandia Asset Management (NYC) | Analyst on multi-billion dollar portfolio teams | Not disclosed | Institutional public markets investing experience |
| Principal Global Investors (NYC) | Analyst on multi-billion dollar portfolio teams | Not disclosed | Institutional public markets investing experience |
| Disciplined Capital Management | Founder/Leadership | Not disclosed | Firm founding/leadership experience |
| Breakwall Asset Management | Founder/Leadership | Not disclosed | Firm founding/leadership experience |
| Alfa Capital (Moscow) | Institutional investment analyst (Alfa Fellowship) | Yearlong placement (date not disclosed) | International markets exposure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Rockbridge Investment Management | Chief Investment Officer; Managing Director, Institutional Services | Current | SEC-registered investment adviser in Central NY |
| Gagas Realty Corporation | Owner/Operator | Current | Multi-property commercial real estate holding company |
| SUNY Oswego School of Business | Adjunct Instructor (Corporate Finance & Portfolio Management) | Current | Academic teaching role |
| Oswego Health | Chairman of the Board; past Chair of Audit & Investment; Executive Committee member; President, Oswego Health Foundation | Past | Significant community governance experience |
| Phi Sigma Kappa Foundation | Trustee | Current | Non-profit board role |
| Riverside Cemetery (Oswego) | President | Current | Community leadership role |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Independent under NASDAQ listing rules (all directors except the CEO (Dowd) and Funiciello are independent) |
| Board leadership | Separate independent Chair (William A. Barclay); CEO and Chair roles split since 2000 |
| Executive sessions | Independent directors hold executive sessions no less than twice per year |
| Board/committee attendance | In 2024, the board held 12 regular and 1 special meeting; no director attended fewer than 75% of board and committee meetings |
| Director since | 2014; age 53 as of April 11, 2025; standing for re-election for a three-year term at 2025 AGM |
Committee assignments and 2024 activity:
| Committee | Role | Independence | 2024 Meetings | Notes |
|---|---|---|---|---|
| Compensation Committee | Chair | All members independent under NASDAQ | 6 | Oversees exec comp; recommendations ratified by full Board; charter on IR site |
| Nominating/Governance Committee | Member | All members independent under NASDAQ | 4 | Addresses governance, succession, nominations; charter on IR site |
| Asset/Liability Committee (ALCO) | Member | Not specified | 4 | Oversees interest rate, liquidity, capital, funds mgmt.; meets with external ALCO consultant |
| Directors’ Loan Committee | Member (all directors) | Not specified | Generally bi-weekly | Monitors loan portfolio and credit risk |
| Audit Committee | Not a member | — | 6 (committee total) | Audit committee comprised of other independent directors; financial expert identified (Ayoub) |
Fixed Compensation
Director cash compensation structure (effective 2024):
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $20,000 |
| Board meeting fee (per meeting) | $800 |
| Committee meeting fee (per meeting) | $600 |
| Directors’ Loan Committee fee (per meeting) | $300 |
| Additional retainer – Board Chair | $10,100 |
| Additional retainer – Audit Chair | $4,100 |
| Chair premium – other committees | +$100 per meeting chaired |
Director compensation received (calendar 2024):
| Name | Year | Fees Earned or Paid in Cash ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Adam C. Gagas | 2024 | 39,800 | — | — | 39,800 |
Notes:
- No perquisites > $10,000 were paid to any director in 2024 .
- Trustee (Director) Deferred Fee Plan is available to directors (up to $2,000 monthly deferral or 100% of monthly fees); Gagas did not report above-market deferred comp earnings in 2024. Change-in-control and disability payout mechanics are defined in the plan .
Performance Compensation
| Performance Element | Disclosed for Non-Employee Directors? | Detail/Notes |
|---|---|---|
| Annual director equity grant (RSUs/DSUs) | Not disclosed | 2024 director comp table presents cash fees and any deferred comp earnings; no director equity grant line item is shown |
| Options or performance awards granted to directors (2024) | Not disclosed | Proxy does not report 2024 director equity grants; some directors, including Gagas, have outstanding legacy stock options (see Ownership) |
| Performance metrics tied to director pay (TSR, ROE, etc.) | Not disclosed | No director-specific performance metrics disclosed in 2024 director compensation section |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Gagas in the proxy biography |
| Interlocks/arrangements | A board seat designation exists for Castle Creek Capital Partners VII’s designee (Tony Scavuzzo); no such arrangement is disclosed for Gagas |
Expertise & Qualifications
- Finance and public markets expertise (CIO/MD at an SEC-registered adviser; prior multi-billion portfolio analyst roles) .
- MBA in Finance (NYU Stern); BA in Economics and Russian Studies (Hobart) .
- Alfa Fellowship alumnus; international investing exposure .
- Governance experience through chairing Oswego Health’s board and committees .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned | 201,052 |
| Unexercised stock options included | 14,523 |
| Percent of voting common stock outstanding | 4.2% |
| IRA holdings (included above) | 15,800 shares |
| Sole voting/investment power | 36,865 shares |
| Shared voting/investment power | 149,664 shares |
| Shares pledged as collateral | None; the proxy states none of the shares beneficially owned by directors/executives/nominees are pledged |
| Anti-hedging/anti-pledging policy | Directors and NEOs are prohibited from hedging and pledging company stock or holding in margin accounts |
Related-Party Exposure and Conflicts
- Loans/credit: The related-party loan disclosure lists participants in the employee mortgage loan program; Gagas is not listed among the officers/directors with such loans in 2023–2024 . Other loans to directors/officers were on market terms and without unfavorable features .
- Transactions: A long-term branch lease and a brokerage commission involved director John P. Funiciello’s entities; no related-party transactions are disclosed involving Gagas .
- Policies: Transactions with insiders require approval by a majority of independent outside directors not having an interest, under the Code of Ethics .
Governance Assessment
Positives for investor confidence:
- Independent director; serves as Chair of the Compensation Committee, which is entirely independent and met six times in 2024, indicating active oversight of executive pay .
- Strong ownership alignment: 4.2% of voting common stock, with clear disclosure of IRA holdings and voting power breakdown; no pledging of shares .
- Board structure and process align with governance best practices: independent Chair separate from CEO; independent executive sessions held at least twice per year .
- Attendance: Board and committee engagement appears robust; all directors met the ≥75% attendance threshold across 13 meetings in 2024 .
- Anti-hedging/anti-pledging policy applies to directors and NEOs .
Watch items (no immediate red flags in filing; monitor):
- External roles include CIO at an investment adviser and ownership of a real estate company; no PBHC-related transactions are disclosed, but potential related-party exposure should continue to be monitored in future filings .
- Section 16 reporting: Proxy notes late filings for another director and two SVPs; Gagas is not identified in that disclosure, but Form 4 timeliness should be monitored .
Director pay mix and incentives:
- 2024 director compensation is entirely cash-based with meeting/retainer fees; no performance-based director metrics or equity grant program is disclosed for 2024. Alignment appears to come primarily from direct share ownership and legacy options .
Attendance at shareholder meeting:
- Company encourages attendance but has no formal policy; eight directors attended the 2024 annual meeting (individual attendees not named) .