Eric Allyn
About Eric Allyn
Independent director of Pathfinder Bancorp (PBHC) since 2022; age 61; nominated for re‑election in 2025. Former Chairman of Welch Allyn, Inc.; currently Managing Member and Chief Investment Officer of 50 State LLC, and trustee to 75+ family trusts. Education: Dartmouth College (BA) and University of Virginia Darden (MBA). Board has determined he is independent under NASDAQ rules; no director attended fewer than 75% of board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welch Allyn, Inc. | Chairman of the Board (former) | Through sale in 2015 | Led governance at family-owned medical device company prior to 2015 sale |
| 50 State LLC | Managing Member; Chief Investment Officer | Current | Oversees investment of Welch Allyn sale proceeds; trustee to 75+ family trusts |
| Private Investment Funds | Founder & Managing Partner | Since 2011 | Manages two private investment funds |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Originals | Director | Current | Board member |
| Armory Square Ventures | LP Advisor | Current | Investment advisory role |
| Allyn Family Foundation | Director; Investment Committee Chair | On investment committee since 2008 | Oversees investment policy |
| Red Dragon Ventures (investor in Wrexham AFC, Wrexham Lager) | Board/Investor | Current | Investment and oversight |
| Prior boards: GOJO (Purell), Pharma Tech Industries, Upstate Medical University, Eagle Dream Health, Hand‑Held Products, The Gifford Foundation (Invest. Chair), NYS Business Council, Family Firm Institute | Director/Advisor | Past | Governance across health, consumer, and civic orgs |
| Auburn Community Hospital; Hospital Trustees of NYS (Chair); HANYS | Director/Chair | Past | Healthcare governance leadership |
Board Governance
- Independence: Board deems all directors except the CEO (Dowd) and Funiciello independent; Allyn is independent. Independent directors hold executive sessions at least twice a year.
- Board leadership: Independent Chair (William A. Barclay); roles of Chair and CEO are separated.
- Attendance: Board met 12 regular and 1 special session in 2024; no director attended fewer than 75% of their board and committee meetings.
- Committee assignments (2024):
- Audit Committee – Member
- Compensation Committee – Member
- Nominating & Governance Committee – Member
- Directors’ Loan Review Committee – Member
- No chair roles disclosed for Allyn. Audit Chair: Ayoub; Comp Chair: Gagas; Nominating Chair: Barclay.
Fixed Compensation
Director compensation structure (cash): $20,000 annual retainer; $800 per board meeting; $600 per committee meeting; Loan Review Committee $300 per meeting; Board Chair additional $10,100; Audit Chair additional $4,100; other committee chairs +$100 per meeting.
Director fees received by Allyn:
| Year | Fees Earned (Cash) | Non‑Qualified Deferred Comp Earnings | All Other Comp | Total |
|---|---|---|---|---|
| 2023 | $36,200 | — | — | $36,200 |
| 2024 | $37,700 | — | — | $37,700 |
Notes:
- No perquisites over $10,000 were paid to any director in 2024.
- Allyn did not report deferral earnings under the Trustee Deferred Fee Plan.
Performance Compensation
- No equity awards or performance-based director compensation disclosed for Allyn in 2024. The company’s 2024 Equity Incentive Plan permits awards to directors, but 2024 grants reported were RSUs to senior executive officers; none disclosed for directors.
Other Directorships & Interlocks
- Current public-company directorships: None disclosed for Allyn.
- Notable private/nonprofit roles listed above; no competitive interlocks or related roles with PBHC’s major counterparties disclosed.
Expertise & Qualifications
- Capital allocation and M&A leadership (Welch Allyn sale); multi-asset investment management as CIO of 50 State LLC; extensive healthcare and nonprofit board leadership; experienced speaker on family business governance and philanthropy. Education: Dartmouth (BA), UVA Darden (MBA).
Equity Ownership
Ownership snapshot (Record Date: April 11, 2025):
| Holder | Form/Source | Shares | % of PBHC Voting Common | Notes |
|---|---|---|---|---|
| Eric Allyn (beneficial) | DEF 14A (2025) | 41,211 | 0.9% | Includes 35,087 shares held by Foundation and LLC; 6,124 shares held by Allyn Family Capital Fund, LLC. None pledged. |
| Shares Outstanding | DEF 14A (2025) | 4,761,182 | — | Voting common shares outstanding on Record Date. |
Insider filings context:
| Filing | Date Filed | Holdings Reported | Ownership Form |
|---|---|---|---|
| Form 3 (initial) | 06/02/2022 | 50,394 common (indirect by Foundation and LLC) | Indirect (Foundation and LLC) |
Policies and safeguards:
- Anti‑hedging and anti‑pledging policy prohibits hedging and pledging by directors and NEOs.
- Proxy states none of directors’ or officers’ shares were pledged.
Related‑Party Exposure and Conflicts
- Loans to insiders: The Bank had loans to certain officers/directors or their immediate families, including Eric Allyn, under programs permissible for FDIC‑insured institutions and subject to Federal Reserve insider lending restrictions. Loans are made on terms substantially similar to those for non‑related borrowers; not more than normal risk.
- Employee mortgage program terms: Eligible full‑time employees and directors can receive a primary residence mortgage at 0.25% below market after one year of service; 2023–2024 participant list did not include Allyn.
- No other Allyn‑specific related‑party transactions disclosed. The proxy disclosed separate real‑estate transactions with a different director (Funiciello).
Additional Governance Signals
- Audit Committee: Allyn serves alongside fully independent members; Audit Committee met six times in 2024; financial expert designated (Ayoub).
- Independence reaffirmed; independent Chair and regular executive sessions bolster oversight.
- Section 16 compliance: 2024/2025 proxy disclosed late filings for other individuals (e.g., Ayoub Form 4), but none for Allyn.
Governance Assessment
-
Strengths
- Independence and broad committee service (Audit, Compensation, Nominating, Loan Review) support board effectiveness.
- Meaningful though modest ownership (0.9%); no pledging; anti‑hedging/pledging policy in place.
- Deep capital allocation and governance background (Welch Allyn sale, CIO role), aligned with PBHC’s capital and strategic oversight needs.
- Attendance threshold met; board/committee workload is robust (12 regular, 1 special; frequent Loan Committee).
-
Watch items
- Insider lending: Bank disclosed loans to certain directors/immediate families including Allyn. While permissible and on market terms, such loans warrant continued monitoring for preferential treatment and disclosure clarity.
- Compensation mix: Director pay is entirely cash-based; absence of annual equity for directors may limit additional alignment leverage, though anti‑hedging/pledging and personal holdings mitigate.
Overall, Allyn’s independence, committee engagement, and investment/governance expertise are positives for investor confidence; the disclosed insider loan relationship should be monitored but appears compliant and non‑preferential as disclosed.