David A. Ayoub
About David A. Ayoub
David A. Ayoub, age 62, is an independent director of Pathfinder Bancorp, Inc. (PBHC) serving since 2012; his current term expires in 2026 . He is Partner-in-Charge of the Tax Department at Bowers & Company CPAs, PLLC, a CPA licensed in New York, with a B.S. in Accounting from Rochester Institute of Technology; he is active in AICPA and NYSSCPA and has held nonprofit board leadership roles, including Past Chair of Make-A-Wish Foundation of Central New York . The Board has determined he is independent under NASDAQ rules, and he is designated as the Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bowers & Company CPAs, PLLC | Partner-in-Charge, Tax Department | 30+ years in accounting/tax | Leads tax compliance, M&A consulting; technical research and strategic tax planning |
| PBHC Board of Directors | Independent Director | Director since 2012; current term to 2026 | Audit Committee Chair; designated Audit Committee financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Not disclosed | Professional standards involvement |
| New York State Society of CPAs (NYSSCPA) | Member | Not disclosed | Professional standards involvement |
| Make-A-Wish Foundation of Central New York | Past Chair | Not disclosed | Nonprofit leadership |
Board Governance
- Independence: Board determined all directors except the CEO (Dowd) and Funiciello are independent; Ayoub is independent .
- Committee assignments (2024): Audit Chair; Compensation Member; ALCO Member; Directors’ Loan Review Member .
- Audit Committee: Met six times in 2024; Ayoub qualifies as the Audit Committee financial expert under SEC criteria .
- Board/Committee attendance: In 2024, no director attended fewer than 75% of total Board and committee meetings; Board held 12 regular and 1 special meeting .
- Engagement: Independent directors hold executive sessions at least twice a year .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (PBHC non-employee director) | $20,000 | Standard cash retainer |
| Meeting fees – Board | $800 per meeting | Standard cash fee |
| Meeting fees – Committee | $600 per meeting | $300 for Directors’ Loan Committee |
| Audit Committee Chair retainer | $4,100 | Additional to chair |
| Fees earned (Ayoub, 2024) | $44,700 | Total cash fees received |
| Non-qualified deferred comp earnings (Ayoub, 2024) | $7,349 | Above market/preferential earnings on deferred fees |
| Total reported (Ayoub, 2024) | $52,049 | Cash plus deferred earnings |
Notes: Director fees reviewed annually; Trustee Deferred Fee Plan allows up to $2,000/month deferrals with 10-year payout post-termination/benefit age; change-in-control provisions provide calculated benefits if service terminates within 36 months after a change in control .
Performance Compensation
- No performance-based equity or cash compensation is disclosed for directors in 2024; director compensation consisted of cash fees and deferred compensation earnings. Options outstanding reflect prior grants; no new director equity grants disclosed in 2024 .
Other Directorships & Interlocks
| Category | Disclosed Details |
|---|---|
| Current public company boards | None disclosed in PBHC proxy for Ayoub |
| Private/nonprofit boards | Make-A-Wish Foundation of Central New York (Past Chair) |
| Potential interlocks with PBHC competitors/suppliers/customers | None disclosed for Ayoub; related-party transactions disclosed involve other directors (e.g., Funiciello) |
Expertise & Qualifications
- CPA with extensive tax and M&A consulting experience; technical leadership over tax compliance and strategic planning .
- Designated Audit Committee financial expert; strengthens financial reporting oversight .
- Community leadership background indicating stakeholder engagement and governance breadth .
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Total beneficial ownership (shares) | 40,208 | Includes direct and indirect holdings |
| Ownership as % of outstanding | 0.8% | As of 4,761,182 outstanding shares |
| Options included in beneficial ownership | 8,787 | Exercisable within 60 days of record date |
| IRA holdings | 1,647 | Included in beneficial ownership |
| 401(k) plan holdings | 17,763 | Included in beneficial ownership |
| Shares pledged as collateral | None | Company disclosure: no pledging; policy prohibits pledging |
| Anti-hedging | Prohibited | No short sales/derivative hedging permitted for directors |
Risk Indicators & RED FLAGS
- Late Section 16 filing: A Form 4 for Director David Ayoub was filed late, indicating a timeliness lapse in reporting insider transactions (administrative red flag) .
- Related-party exposure: Ayoub not listed among participants in the preferential-rate employee mortgage program in 2023–2024; disclosed related-party transactions involve other directors (e.g., JF Real Estate commissions, long-term lease with LLC involving Director Funiciello) .
- Hedging/pledging: Prohibited by policy; no pledging by directors reported, mitigating alignment risk .
- Litigation/regulatory history: Proxy states none of the directors/executive officers have been subject to securities litigation, regulatory enforcement, or bankruptcy in the past ten years .
Governance Assessment
- Strengths: Independent status; Audit Chair and financial expert designation; robust committee workload (Audit, Compensation, ALCO, Loan Review); satisfactory attendance; no pledging/hedging and meaningful personal share ownership enhancing alignment .
- Concerns: Late Form 4 filing suggests a control/process lapse in insider reporting; modest absolute ownership for a bank director, though 0.8% is notable given PBHC’s small float .
- Overall: Ayoub’s deep tax/M&A expertise and audit leadership support board effectiveness and investor confidence; monitor insider reporting compliance to avoid recurrent administrative red flags .