Joseph F. Serbun
About Joseph F. Serbun
Joseph F. Serbun, age 64, is Senior Vice President and Chief Credit Officer of Pathfinder Bank (PBHC). He joined Pathfinder in 2023 as Special Assets Manager and was appointed SVP, Chief Credit Officer in September 2024; he brings 40+ years of banking experience, including prior senior roles at Community Bank (Chief Credit Officer, Chief Banking Officer, and President of Retail Banking). He holds a BA in economics from SUNY Oneonta and is described by PBHC as a “proven banker and leader” with deep market knowledge and operational expertise. Company-level performance during his tenure includes net income of $3.383M in 2024 and TSR value of $108.71 for a hypothetical $100 investment (up from $84.93 in 2023), indicating improved shareholder return alongside leadership changes and credit oversight transition.
PBHC Performance Snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | $12,932,000 | $9,293,000 | $3,383,000 |
| TSR – Value of $100 Investment | $113.56 | $84.93 | $108.71 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pathfinder Bank | SVP, Chief Credit Officer | 2024–present | Credit leadership; supports succession plan and executive team execution |
| Pathfinder Bank | Special Assets Manager | 2023–2024 | Special assets resolution; market and portfolio expertise |
| Community Bank | President of Retail Banking | Until Sep 2022 | Led retail banking; broad operational and financial perspective |
| Community Bank | Chief Banking Officer | Not disclosed | Senior leadership across banking operations |
| Community Bank | Chief Credit Officer | Not disclosed | Enterprise credit risk oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various local community organizations | Board member / Volunteer | Not disclosed | PBHC notes board service and community volunteering |
Fixed Compensation
- Serbun’s specific salary, bonus, and perquisites are not disclosed; PBHC reports that executive cash compensation includes competitive base salary, cash-based annual bonus, 401(k) match and safe harbor, and limited perquisites tied to business purpose. Bonuses are subject to clawback in the event of a restatement invalidating performance measures; no tax gross-ups are provided.
Performance Compensation
- PBHC’s annual bonus framework ties pay to company-wide financial objectives (earnings, profitability, contribution to capital, capital strength, asset quality, ROE) and individual qualitative goals (management oversight, strategic plan execution, customer/community standing). Specific metric weightings, targets, and payouts for Serbun are not disclosed.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Earnings, profitability, asset quality, ROE | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash bonus (clawback applies) |
Equity Ownership & Alignment
- Beneficial ownership: 0 shares owned; 0 stock options included in beneficial ownership; 0.0% of outstanding shares. None of the shares held by directors/executives are pledged, and PBHC prohibits hedging and pledging for directors and named executive officers.
| Item | Detail |
|---|---|
| Shares owned (direct/indirect) | 0 |
| Ownership % of outstanding | 0.0% |
| Options – exercisable/unexercisable | 0 (none included in beneficial ownership) |
| RSUs/PSUs – grant date & vesting | Company granted 125,000 RSUs to senior executive officers in Jan 2025, vesting 25% annually starting Jan 31, 2026; individual allocations not disclosed |
| Pledging/Hedging | Prohibited for directors and named executive officers |
| Insider filings/compliance | Form 3 filed late (Section 16); noted by PBHC |
Vesting Schedule & Selling Pressure
- RSUs granted in January 2025 to senior executive officers vest 25% per year beginning January 31, 2026, which may create periodic selling pressure around vest dates; dividends on restricted stock are paid only after vesting. Specific awards to Serbun are not itemized.
Employment Terms
- Employment timeline: Joined Pathfinder in 2023 (Special Assets Manager), appointed SVP & CCO in September 2024.
- Contract, severance, CoC: Not disclosed for Serbun. At the plan level, equity awards follow double-trigger vesting acceleration upon involuntary termination for cause/good reason following a change in control; performance awards vest at target unless certified above-target; repricing of underwater options is prohibited; strong clawback provisions apply. No tax gross-ups are included in change-in-control agreements generally disclosed by PBHC.
- Non-compete/solicit/garden leave: Not disclosed for Serbun. (CEO’s employment agreement includes one-year post-termination restrictions; not indicative of Serbun’s terms.)
Performance & Track Record
- Appointment rationale: PBHC cited Serbun’s comprehensive industry, strategic, operational, and financial experience, plus strong customer and market understanding, as drivers for elevation to CCO.
- Company-level net income and TSR trends are shown above; EBITDA and revenue growth metrics are not disclosed in proxies; no executive-specific performance attribution is provided.
Compensation Committee Analysis
- Committee members in 2024–2025 include independent directors; the committee met six times in 2024. The committee retained Blanchard Consulting Group (late 2023) to benchmark executive pay vs. peers; Blanchard reported PBHC base salaries below market median (~15% on average), with target cash comp near the 50th percentile and total comp ~15% below peers.
- 2024 Equity Incentive Plan approved June 2024; authorizes stock options, restricted stock, and RSUs with performance/time vesting, double-trigger CoC acceleration, clawbacks, and no option repricing.
Say-on-Pay & Shareholder Feedback
- Prior Say-on-Pay (2021) approved with 96.2% support (1.4% abstain, 2.4% against).
Risk Indicators & Red Flags
- Late Section 16 Form 3 filing (administrative compliance lapse).
- Related-party transactions: none involving Serbun disclosed; company-wide restrictions and approval processes in place.
- Hedging/pledging prohibited, reducing misalignment risk.
- No repricing of underwater options; strong clawback provisions for cash and equity.
Investment Implications
- Alignment: With zero disclosed share ownership and no listed options, Serbun’s direct “skin-in-the-game” appears limited today; prospective RSU participation under the 2024 plan (if applicable) would introduce multi-year, performance/time-based equity and double-trigger CoC protection, improving retention and alignment but potentially adding scheduled selling pressure around vest dates (starting January 31, 2026).
- Retention: Tenure in credit leadership is recent (2024–present), and RSU vesting cadence plus plan-level protections and clawbacks suggest balanced retention incentives without shareholder-unfriendly gross-ups; no personal employment agreement terms are disclosed.
- Execution risk: As CCO, Serbun’s impact will be most visible in credit quality and provisioning trends; bonus metrics include asset quality and ROE, aligning incentives to risk-adjusted performance, though specific weights/targets are not disclosed. Administrative compliance risk noted via late Form 3.
Note: Where Serbun-specific compensation details (salary, bonus, award quantities) are not disclosed, analysis reflects PBHC-wide policy and plan-level terms from the latest proxy and 8-K filings.