James A. Dowd
About James A. Dowd
James A. Dowd, CPA, is President and Chief Executive Officer of Pathfinder Bancorp, Inc. and Pathfinder Bank; he joined the Bank in 1994 (Controller), became CFO in 1999, COO in 2017, and was appointed CEO in 2022; he is age 57 as of April 11, 2025 and has served as a director since 2023 . Under his leadership, the Bank expanded physically into Onondaga County, drove overall deposit growth, and enhanced brand recognition in new markets . Pay-versus-performance disclosures show Compensation Actually Paid to the PEO and Company results: TSR value of a $100 investment of 113.56 (2022), 84.93 (2023), 108.71 (2024), and Net Income of $12.93M (2022), $9.29M (2023), $3.38M (2024) . The Board separates the roles of CEO and Chair (Chair is independent), and independent directors hold executive sessions no less than twice per year, mitigating dual-role governance concerns; Mr. Dowd is not an “independent” director under NASDAQ rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pathfinder Bank | Controller | 1994–1999 | Foundation finance roles; internal controls; prepared for later leadership . |
| Pathfinder Bank | Chief Financial Officer (CFO) | 1999–2017 | Led finance; contributed to deposit growth and market expansion outcomes realized over tenure . |
| Pathfinder Bank | Chief Operating Officer (COO) | 2017–2022 | Drove operational execution, including expansion into Onondaga County and brand enhancement . |
| Pathfinder Bank | Executive Vice President & COO | Through 2022 | Senior operating leadership prior to CEO appointment, reinforcing execution capability . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oswego County Land Bank | Board Member | N/A | Community redevelopment and property revitalization perspective to Board service . |
| Oswego Renaissance Association | Board Member | N/A | Community revitalization and civic engagement insight . |
| Riverside Cemetery | Vice President of the Board | N/A | Governance experience in nonprofit board leadership . |
| Oswego Harbor Festivals, Inc. | Leadership role; President for 2 years | 13 years (incl. 2 years as President) | Event management and stakeholder coordination experience . |
Board Governance and Service
- Director since 2023; not independent under NASDAQ rules; Board Chair is independent and separate from CEO .
- Committee membership: Asset/Liability Committee (ALCO) and Directors’ Loan Review Committee; not on Audit or Compensation Committees .
- Board/Committee activity: 12 regular and 1 special board meetings in 2024; no director attended fewer than 75% of meetings; independent directors hold executive sessions at least twice annually .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 375,000 | 405,000 |
| Annual Bonus Paid ($) | 84,008 | 90,885 |
| Non-Qualified Deferred Comp. Earnings ($) | 6,830 | 4,024 |
| All Other Compensation ($) | 96,217 | 115,160 |
| Total Compensation ($) | 562,054 | 615,069 |
| Bonus Payment Timing | Paid for FY2024 in March 2025 | Paid for FY2024 in March 2025 |
All Other Compensation (FY2024) – detailed breakdown:
| Category | Amount ($) |
|---|---|
| Employee Savings Plan Company Contribution | 33,778 |
| Automobile Expense Reimbursement | 25,812 |
| Club Dues | 7,282 |
| Life Insurance Premium | 1,007 |
| ESOP Allocation (valued at $17.50/share as of 12/31/24) | 10,274 |
| Supplemental Executive Retirement Plan (SERP) | 37,006 |
| Total | 115,160 |
Employment Agreement base salary: initial $415,000 (effective September 4, 2024) .
Performance Compensation
Pay versus Performance (Company TSR and Net Income; PEO Compensation):
| Year | PEO Summary Compensation Total ($) | PEO Compensation Actually Paid ($) | TSR value of $100 investment | Net Income ($) |
|---|---|---|---|---|
| 2022 | 507,807 (Dowd) | 530,995 (Dowd) | 113.56 | 12,932,000 |
| 2023 | 562,054 (Dowd) | 546,300 (Dowd) | 84.93 | 9,293,000 |
| 2024 | 615,069 (Dowd) | 615,069 (Dowd) | 108.71 | 3,383,000 |
Short-Term Incentive design and governance:
| Element | Disclosure |
|---|---|
| Metric framework | Cash bonus tied to both financial and non-financial performance measures (specific metrics/weightings not disclosed) . |
| Clawback | Yes – cash bonus subject to clawback upon restatement invalidating performance measures . |
| Equity awards in FY2024 | No stock options granted to NEOs in 2024; timing practices avoid closed windows and MNPI timing concerns . |
Equity Ownership & Alignment
Beneficial Ownership (as of Record Date):
| Item | Value |
|---|---|
| Shares Beneficially Owned | 75,753 |
| Options Included in Beneficial Ownership (exercisable within 60 days) | 15,816 |
| Ownership as % of Voting Common Stock | 1.6% |
| 401(k) Shares (included above) | 18,052 |
| ESOP Shares (included above) | 21,181 |
| Shares Pledged as Collateral | None; and pledging is prohibited by policy |
Outstanding Options (FY2024 year-end):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 05/06/2016 | 15,816 | — | 11.35 | 05/06/2026 | Ratable over 7 years |
Estimated In-the-Money Value (as of 12/31/2024 using $17.50 stock price reference from ESOP valuation):
| Options | Strike ($) | Reference Price ($) | Spread ($/sh) | Shares | Approx. Intrinsic Value ($) |
|---|---|---|---|---|---|
| 2016 grant | 11.35 | 17.50 | 6.15 | 15,816 | ~97,268 |
Alignment/Restrictions:
- Anti-hedging/anti-pledging: Short sales and derivatives/hedging prohibited; pledging and margin accounts prohibited for directors and NEOs .
- Stock ownership guidelines: Not disclosed in proxy; compliance status not disclosed.
Employment Terms
| Term | Provision |
|---|---|
| Agreement Date and Initial Term | Employment Agreement dated September 4, 2024; initial 3-year term . |
| Auto-Renewal | Extends annually to maintain remaining term of three years unless either party gives ≥30 days notice prior to renewal date . |
| Base Salary | Initial $415,000; eligible for bonus/incentives and benefits; automobile and social club membership support provided . |
| Voluntary Termination (no Good Reason) | Accrued Obligations: unpaid base salary, reimbursements, unused PTO, earned but unpaid incentive compensation, vested benefits . |
| Involuntary Termination or Resignation for Good Reason (no CIC) | Accrued Obligations plus lump-sum severance equal to base salary and bonus (highest bonus from past 3 years) for remaining term; COBRA premium reimbursement up to 18 months . |
| Change-in-Control (double trigger within 24 months) | Accrued Obligations plus single lump sum equal to 3×(base salary + highest annual cash bonus in prior 3 years); COBRA reimbursement up to 18 months; full vesting of outstanding stock options and restricted stock; full vesting in nonqualified deferred comp plans . |
| Non-Compete/Non-Solicit | One-year post-termination restrictions on competition and solicitation (scope not further detailed) . |
| SERP | Defined Contribution SERP; fully vested participants; Dowd participates; special contributions upon CIC-related termination (up to 3 years or years to benefit age); benefits paid lump sum or 10-year installments per agreement . |
| Executive Deferred Compensation | Allows monthly deferrals up to $750; assets subject to Bank creditors on insolvency . |
| Tax Gross-Ups | No tax “gross-ups” in change-of-control agreements . |
Related-Party Transactions and Insider Loans
Employee Mortgage Loan Program (eligible after 1 year; 0.25% below market rate since 2021; consistent with FDIC/NASD insider lending rules) :
| Name | Largest Aggregate Balance 01/01/23–12/31/24 ($) | Employee Rate (%) | Non-Employee Rate (%) | Principal Balance 12/31/24 ($) | Principal Paid ($) | Interest Paid ($) |
|---|---|---|---|---|---|---|
| James A. Dowd | 188,934 | 2.125 | 2.375 | 149,314 | 39,620 | 7,228 |
- Loans to executives/directors were made in the ordinary course, on substantially the same terms as comparable non-related loans, without unusual risk or unfavorable features; related-party transactions require approval by a majority of independent directors .
Compensation Committee and Governance Process
- Compensation Committee comprised entirely of independent directors; met 6 times in 2024; uses peer data; committee charter available on IR site; shareholder contact available via dedicated email .
- Compensation best practices include clawbacks, no gross-ups, double-trigger CIC, limited perquisites, and appropriate peer groups; balanced short/long-term incentives .
Director Compensation (Context for non-employee directors)
| Component | Amount |
|---|---|
| Annual cash retainer | $20,000 |
| Board meeting fee | $800 per meeting |
| Committee meeting fee | $600 per meeting; Directors’ Loan Committee: $300 per meeting |
| Board Chair additional retainer | $10,100 |
| Audit Committee Chair retainer | $4,100 |
| Other committee chair fee | $100 per chaired committee meeting |
| Total director fees paid (FY2024) | $434,601 |
Note: These apply to non-employee directors; employee-directors typically do not receive these fees (not specifically stated for Mr. Dowd in proxy) .
Risk Indicators and Red Flags
- Hedging/pledging prohibited for directors/NEOs; none of the shares beneficially owned by directors/executives are pledged .
- Change-in-control protections are double-trigger; no tax gross-ups .
- Equity award timing controls to avoid closed windows/MNPI concerns .
- No directors/executives have been the subject of securities litigation, regulatory enforcement, or bankruptcy in the past ten years .
- Related-party lease and brokerage transactions involve another director (Funiciello); oversight via independent approvals and ordinary-course terms; disclosed transparently .
Investment Implications
- Pay-for-performance alignment: Cash bonus is tied to financial and non-financial measures and subject to clawback; double-trigger CIC and lack of gross-ups reflect shareholder-friendly terms . Compensation Actually Paid tracked Company TSR and Net Income trends; FY2024 showed lower Net Income and a rebound in TSR relative to 2023, while PEO compensation rose modestly in line with role and agreement .
- Retention and overhang: Rolling 3-year employment term with robust severance mechanics (including 3× base+highest bonus under CIC and full equity acceleration) supports retention but increases parachute exposure in a transaction scenario . Options expiring in May 2026 at $11.35 strike carry ~$97k intrinsic value at the $17.50 reference price, which could create exercise/sale activity as expiration approaches .
- Alignment and trading signals: Material personal ownership (1.6% with shares and exercisable options) plus prohibited hedging/pledging reduces misalignment risks; above-market deferred comp earnings are modest ($4,024 in 2024), with perquisites limited and transparent (auto reimbursement, club dues) . Mortgage loan participation is within standard employee program terms and regulatory frameworks, not indicative of undue preferential treatment .
- Governance quality: Separation of Chair and CEO, independent Compensation Committee, and active committee structure (ALCO, Audit, Directors’ Loan) mitigate dual-role concerns given Mr. Dowd’s management/director status; board attendance metrics and independent executive sessions strengthen oversight .