Joseph P. McManus
About Joseph P. McManus
Joseph P. McManus, age 43, is Chief Information Officer (CIO) of Pathfinder Bank (PBHC). He joined Pathfinder in 2008 and previously served as First Vice President and Chief Technology Officer; before Pathfinder he was a Senior Network Technician at Oswego County National Bank and a Senior Information Systems Architect at PCC Information Services. As CIO, he oversees electronic delivery channels, information security, and technology platforms . For context on firm performance during the most recent years, PBHC reported net income of $3.383M (2024), $9.293M (2023), and $12.932M (2022), while its TSR index (value of a $100 investment) was 108.71 (2024), 84.93 (2023), and 113.56 (2022) .
Company performance context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | 12,932,000 | 9,293,000 | 3,383,000 |
| TSR Index (Value of $100) | 113.56 | 84.93 | 108.71 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oswego County National Bank | Senior Network Technician | Prior to 2008 (joined Pathfinder in 2008) | Network infrastructure and systems support (inferred) |
| PCC Information Services | Senior Information Systems Architect | Prior to 2008 (joined Pathfinder in 2008) | Systems architecture groundwork (inferred) |
| Pathfinder Bank | First VP & Chief Technology Officer (prior role) | Pre-CIO tenure (date not disclosed) | Technology leadership pipeline to CIO (inferred) |
External Roles
- No external public company directorships disclosed for McManus in the proxy biography .
Fixed Compensation
- McManus is not listed as a Named Executive Officer (NEO) in the Summary Compensation Table for 2024; therefore, his base salary, target bonus, and perquisites are not itemized in SEC executive compensation tables .
- Company-wide design: PBHC emphasizes competitive cash salary and benefits, performance-linked cash bonuses, equity alignment, 401(k), ESOP, an executive non-qualified deferred comp plan, and limited perquisites; cash bonuses are subject to a clawback policy tied to financial restatements; no tax gross-ups in change-in-control agreements; change-in-control payouts utilize a double-trigger construct .
Performance Compensation
Company policy and plan design (applies broadly; McManus-specific metrics/weightings not disclosed):
- Annual cash bonuses: tied to financial and non-financial performance; subject to clawback .
- Equity: 2024 Equity Incentive Plan authorizes 300,000 shares for stock options, restricted stock, and RSUs; options priced at FMV, up to 10-year term; at least 95% of awards vest no earlier than 1 year; in January 2025, 125,000 RSUs were granted to senior executive officers, vesting 25% per year beginning January 31, 2026; 175,000 shares remain available. The proxy does not attribute specific RSU amounts to McManus .
Annual incentive construct (company-level disclosure; specific targets not provided)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial and non-financial measures (company and individual) | Not disclosed | Not disclosed | Not disclosed | Cash; subject to clawback | N/A |
Equity plan snapshot
| Plan | Vehicle | Grant detail | Vesting | Notes |
|---|---|---|---|---|
| 2024 Equity Incentive Plan | RSUs | 125,000 RSUs to senior executive officers in Jan-2025 | 25% per year from Jan 31, 2026 | Individual allocation to McManus not disclosed |
| 2024 Equity Incentive Plan | Options/RS/RSUs | Up to 300,000 shares authorized | ≥95% vest ≥1 year after grant | 175,000 shares remain available |
Equity Ownership & Alignment
Beneficial ownership (as of record date in 2025 proxy):
| Holder | Shares owned | Unexercised options included | Ownership % | Pledged? | Notes |
|---|---|---|---|---|---|
| Joseph P. McManus | 5,019 | 0 | 0.1% | None (company states no pledges by directors/executive officers) | Shares include ESOP allocation of 5,019 |
- ESOP plan: 20% vesting per year; fully vested after 5 years; fully earned/allocated by year-end 2024 after ESOP loan payoff (maturity at 9/30/2024) .
- Stock ownership guidelines for officers: not disclosed in the proxy materials reviewed.
- Section 16 reporting: the proxy notes a late Form 3 filing for Senior Vice President Joseph McManus .
Related Party Transactions
Employee mortgage loan program (consistent with FDIC and Federal Reserve insider lending rules):
- Program terms: after 1 year of service, full-time employees/directors may receive a primary residence mortgage at 0.25% below market (previously 0.50% below market until 2021) .
- McManus’s disclosed mortgage loan activity (2023–2024):
| Name | Largest aggregate balance (2023–2024) | Employee rate % | Non-employee rate % | Principal balance 12/31/2024 | Principal paid (2023–2024) | Interest paid (2023–2024) |
|---|---|---|---|---|---|---|
| Joseph McManus | 176,860 | 3.25 | 3.50 | 166,801 | 10,059 | 11,186 |
- The bank lists multiple officers/directors in the program and states no preferential treatment beyond program terms .
Employment Terms
- Individual employment or change-in-control agreement for McManus is not disclosed in the proxy. The company enumerates change-in-control agreements for certain NEOs (not McManus) and a separate CEO employment agreement:
- NEO CoC agreements (Tascarella, Rusnak; also noted earlier years): double-trigger; lump sum = 2x most recent salary plus cash comp paid in the prior 12 months; 24 months of continued benefits; full vesting of equity/deferred plans .
- CEO employment agreement: double-trigger; lump sum = 3x base salary + highest annual cash bonus of the past three years; up to 18 months COBRA reimbursement; full vesting of equity and nonqualified deferrals upon change in control .
- Executive Deferred Compensation Plan: 2025 proxy notes only CEO Dowd participates; earlier 2023 proxy listed CEO and Tascarella; McManus is not named as a participant .
- ESOP vesting as noted above; benefits generally payable upon termination; fully allocated as of 12/31/2024 .
Investment Implications
- Alignment and selling pressure: McManus’s beneficial ownership is modest in absolute terms (5,019 shares, entirely via ESOP) with no options and no pledging (reduces pledge-related governance risk) . If he received RSUs under the 2024 plan (not disclosed individually), new awards granted in January 2025 to senior executive officers vest 25% annually starting January 31, 2026, which could create periodic selling windows for tax/liquidity unless subject to holding requirements .
- Retention and severance: No individual CoC or severance agreement is disclosed for McManus, suggesting lower guaranteed protection than named peers; retention levers likely include ESOP and potential equity awards under the 2024 plan .
- Pay-for-performance transparency: Because McManus is not an NEO, his specific salary/bonus targets and metric weightings are not disclosed, limiting external assessment of his personal pay-performance alignment; company-wide controls (clawback; no gross-ups; double-trigger) are shareholder-friendly .
- Governance and compliance: A late Form 3 was reported for McManus, a minor reporting lapse but not indicative of insider trading by itself; ongoing monitoring of Section 16 timeliness is prudent .
- Role criticality and execution risk: As CIO responsible for information security and digital channels, execution risk ties closely to cyber and platform resilience; Board-level Technology Steering oversight and cyber insurance provide governance scaffolding around these risks .
References:
- Executive biography and responsibilities
- Beneficial ownership and pledging status
- Employee mortgage loan program and McManus loan details
- Compensation program design and best practices (clawback, no gross-ups, double-trigger)
- 2024 Equity Incentive Plan and Jan 2025 RSU grant/vesting schedule
- ESOP maturity, full allocation, and vesting schedule
- Pay-versus-performance (TSR, net income)
- CEO and NEO change-in-control economics
- Executive Deferred Compensation Plan participants