John P. Funiciello
About John P. Funiciello
John P. Funiciello (age 61) is a licensed commercial real estate broker and developer, founder and owner of JF Real Estate (est. 1992) representing ~3 million square feet across Central New York. He joined the PBHC board in 2011 and is currently a continuing director with a term expiring in 2027; he holds a B.A. in Economics from SUNY Cortland and has served on multiple local nonprofit boards, including North West YMCA, Children’s Consortium, and Samaritan Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JF Real Estate (Syracuse, NY) | Owner; Licensed Real Estate Broker; Developer | Founded 1992; active | Brokerage, development, tenant/owner representation, site selection, space planning, building management; ~3M sq. ft. managed |
| Commercial Real Estate Agent | Agent | Began 1986 | Market advisory; transaction execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North West YMCA | Board member | Not disclosed | Community engagement |
| Children’s Consortium | Past Board member | Not disclosed | Community service |
| Samaritan Center | Past Board member | Not disclosed | Community service |
Board Governance
- Independence: The Board determined that all directors except CEO James A. Dowd and John P. Funiciello are independent under NASDAQ rules → Funiciello is NOT independent .
- Committee memberships (2024): Asset/Liability Committee (ALCO) member; Directors’ Loan Review Committee member; no chair roles .
- Attendance: Board met 12 regular and 1 special meeting in 2024; no director attended fewer than 75% of combined Board/committee meetings; eight directors attended the 2024 annual meeting .
- Independent director executive sessions: Held no less than twice per year .
| Committee | 2024 Membership | Chair Role |
|---|---|---|
| Asset/Liability Committee (ALCO) | Member | None |
| Directors’ Loan Review Committee | Member | None |
Fixed Compensation
- Director fee schedule (cash): Annual retainer $20,000; Board meeting fee $800; Committee meeting fee $600; Directors’ Loan Committee fee $300; board chair additional retainer $10,100; Audit Chair retainer $4,100; other committee chairs +$100 per meeting .
| Component | Amount (USD) |
|---|---|
| Annual Director Retainer (cash) | $20,000 |
| Board Meeting Fee | $800 per meeting |
| Committee Meeting Fee | $600 per meeting |
| Directors’ Loan Committee Fee | $300 per meeting |
| Chair Adders (if applicable) | $10,100 Board Chair; $4,100 Audit Chair; $100 per other committee meeting chaired |
| Director | Year | Fees Earned (USD) | Deferred Comp Earnings (USD) | Total (USD) |
|---|---|---|---|---|
| John P. Funiciello | 2024 | $37,300 | $7,349 | $44,649 |
- Trustee (Director) Deferred Fee Plan: Directors may defer up to the lesser of $2,000/month or 100% of monthly fees; payout typically over 10 years after benefit age/termination, with CIC/disability/death provisions; assets held subject to bank creditor claims .
Performance Compensation
| Performance-Based Component | Metrics | Grant/Value | Vesting/Conditions |
|---|---|---|---|
| None disclosed for non-employee directors | N/A | N/A | N/A |
Other Directorships & Interlocks
| Category | Entity | Role/Relationship | Terms/Financials |
|---|---|---|---|
| Private business interlock | JF Real Estate (owned by Funiciello) | Broker for PBHC subleasing retail space at 6611 Manlius Center Rd, East Syracuse | Commission paid $127,104 in March 2025 upon sublease execution |
| Related-party lease | 506 West Onondaga Associates, LLC (Funiciello is a member) | PBHC/Pathfinder Bank leased entire building and adjacent property in Syracuse | 32 years + 60 days term from Feb 1, 2021; Year 1 rent $201,000; thereafter $262,000 annually |
| Loans | Pathfinder Bank loans to directors/families | Bank currently has loans to Funiciello (among others) | Loans conducted in ordinary course on market-comparable terms; specific balances for Funiciello not disclosed |
Expertise & Qualifications
- Deep Central NY commercial real estate expertise across brokerage, development, site selection, and property management; owner-operator since 1992 .
- Local market knowledge and community involvement via multiple nonprofit boards; recognized “40 Under 40” in Onondaga County .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Common | Notes |
|---|---|---|---|
| John P. Funiciello | 45,537 | 1.0% | Includes 5,000 shares in an IRA; no pledged shares disclosed for directors |
| Shares Outstanding (Record Date) | 4,761,182 | — | Voting common shares outstanding at 4/11/2025 |
- Anti-hedging and pledging: Directors are prohibited from short sales, option-based hedging, and pledging Company stock or holding it in margin accounts under the Insider Trading Policy .
Governance Assessment
- Independence and conflicts: Funiciello is not independent under NASDAQ rules, with multiple related-party transactions: (i) long-term branch lease with an LLC in which he is a member, and (ii) brokerage commission to his company; plus the Bank currently has loans to him/ family — all approved policies notwithstanding, these pose perceived conflict risks and are governance red flags requiring robust recusal and independent oversight .
- Committee engagement: Active on ALCO and Directors’ Loan Review Committee, aligning with credit/liquidity oversight; no chair roles, which moderates influence .
- Attendance: Overall Board/committee attendance was ≥75% for all directors; annual meeting attendance by eight directors suggests acceptable engagement, though individual meeting counts for Funiciello are not disclosed .
- Pay and alignment: Compensation is predominantly fixed cash fees with optional deferrals; no director equity grants disclosed for 2024; ownership of ~1.0% indicates meaningful skin-in-the-game for a micro-cap bank, partially offsetting the lack of equity-linked director pay .
- Risk controls: Anti-hedging/pledging policies are in place; independent directors meet in executive session at least twice annually; however, the extent of recusals and independent review on Funiciello-related transactions should be monitored by investors .
RED FLAGS
- Not independent; related-party lease ($201k year 1; $262k annually thereafter) and brokerage commission ($127,104) to entities owned/affiliated with Funiciello .
- Bank loans to Funiciello/ immediate family (ordinary course), increasing perceived conflict potential despite standardized terms .
Mitigants
- Transactions subject to Code of Ethics and independent director approval processes; policy states related-party transactions require approval by a majority of independent outside directors without an interest in the transaction .
- Anti-hedging/pledging prohibitions and regular executive sessions of independent directors .