Justin K. Bigham
About Justin K. Bigham
Senior Vice President and Chief Financial Officer (CFO) of Pathfinder Bancorp, Inc. and Pathfinder Bank since June 28, 2024; age 51 as of 2025 . Bigham is a CPA with a BBA from St. Bonaventure University and early-career experience at PwC . He previously served as CFO and later EVP, Chief Community Banking Officer at Five Star Bank/Financial Institutions, Inc., and held senior finance roles at HealthNow New York, First Niagara Bank, and M&T Bank . PBHC’s recent performance context under his tenure includes a Q3 2024 net loss tied to portfolio review, followed by Q4 2024 profitability and mixed 2025 quarterly results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Financial Institutions, Inc. / Five Star Bank | EVP & Chief Community Banking Officer | Feb 2021 – Dec 2023 | Led retail/community banking; breadth across branch systems, small business banking, wealth management, and marketing . |
| Financial Institutions, Inc. / Five Star Bank | Chief Financial Officer | Apr 2019 – Feb 2021 | Corporate finance leadership; CFO oversight . |
| HealthNow New York | Director of Financial Planning & Treasury | Pre-2019 | Financial planning and treasury functions . |
| First Niagara Bank | Senior positions in finance and business lines | ~6 years | Senior roles across finance and line operations . |
| M&T Bank | Finance division roles | ~7 years | Progressive finance roles . |
| PricewaterhouseCoopers (PwC) | Early career; earned CPA | Early career | Public accounting credentials (CPA) . |
Fixed Compensation
- CFO-specific base salary, target bonus %, and actual bonus paid have not been disclosed in the 2024 or 2025 proxy excerpts available. PBHC describes program elements (salary, cash bonus, equity, ESOP, SERP for certain executives, non-qualified deferred comp), clawbacks on cash bonuses for restatements, no tax gross-ups, and use of peer groups .
Performance Compensation
| Award Type | Grant Date | Grantee Group | Shares | Vesting | Dividends | Change-in-Control Treatment |
|---|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Jan 2025 | Senior executive officers | 125,000 total | 25% per year starting Jan 31, 2026 | Dividends on restricted stock distributed only after vesting | Double-trigger acceleration per plan: service-based awards vest upon involuntary termination for good reason or without cause following a change in control; performance awards vest at target unless data supports higher achievement; if awards not assumed by acquiror, vest at/near closing . |
| Stock Options (Plan terms) | After Jun 6, 2024 | Eligible officers/employees/directors | Within plan limit | Time- or performance-based; exercise price at grant-date fair value; up to 10-year term | N/A | As above; options remain exercisable for one year following involuntary termination post-CIC per plan . |
- PBHC paid 2024 performance-based bonuses in March 2025 (company-level disclosure; individual metrics/weightings not provided) .
- Cash bonus clawback policy applies if financial restatements render performance metrics invalid; no tax gross-ups in employment agreements; change-in-control provisions generally require double trigger .
Equity Ownership & Alignment
| Name | Shares Owned | Unexercised Stock Options (incl. in ownership within 60 days) | % of Voting Common Stock | Pledged as Collateral |
|---|---|---|---|---|
| Justin K. Bigham | - | - | 0.0% | None pledged for directors/executives as a group |
- Stock ownership guidelines (multiples of salary) and compliance status are not disclosed in available excerpts.
- Company-level RSU grant in Jan 2025 to senior executive officers indicates increasing equity alignment over time; individual CFO allocation not enumerated .
Employment Terms
| Topic | Key Terms | Source |
|---|---|---|
| Agreement Type | Two-Year Change in Control (CIC) Agreement effective Sep 4, 2024; auto-renew mechanics to maintain 24-month remaining term, with annual extensions (unless nonrenewed) . | |
| Double-Trigger CIC Severance | If terminated without cause or resigns for good reason within 2 years following a change in control: lump sum equal to 24 months base salary (higher of termination-date or pre-CIC salary) + 2× prior-year bonus (higher of prior year to termination or prior year to CIC); continued medical/dental for up to 24 months; full vesting of outstanding stock options and restricted stock; payments cut back as needed to avoid 280G excess parachute penalties . | |
| Pre-CIC Involuntary Termination | If terminated without cause prior to CIC: lump sum equal to 6 months base salary + 50% of prior-year bonus; continued medical/dental for up to 6 months . | |
| Good Reason | Material reduction in base salary/incentive opportunity; material reduction in authority/duties; relocation >35 miles; material breach by Bank . | |
| COBRA/Release Conditions | COBRA reimbursement language appears (up to 18 months) in exhibit provisions; execution of release required for certain benefits, timed to comply with IRC 409A . | |
| CIC Definition | Merger, acquisition of ≥25% voting securities, change in board composition over two years, or sale of substantially all assets . | |
| Related Party & 404(a) | At appointment, Bigham was not party to any transaction requiring Item 404(a) disclosure . |
Company Financial Context (for pay-performance linkage)
Annual results:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $5.914M | $5.251M* | $9.694M |
| Net Income - (IS) (USD) | $12.932M | $9.293M | $3.383M |
Quarterly results (recent four quarters):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues (USD) | $4.906M | $1.244M | -$1.542M* | $1.349M* |
| Net Income - (IS) (USD) | $3.907M* | $2.974M | $0.031M | $0.626M |
Values marked with an asterisk were retrieved from S&P Global.
Performance & Track Record
- Section 302 certifications: Bigham certified PBHC’s FY2024 10-K and Q3 2025 10-Q under Sarbanes-Oxley, indicating CFO accountability for disclosure controls and ICFR .
- Company communications under his tenure reflect credit clean-up actions (Q3 2024), insurance agency sale benefit (Q4 2024), and 2025 loan sale to enhance asset quality metrics .
Governance, Say‑on‑Pay, and Incentives Architecture
- Equity Plan: 2024 Equity Incentive Plan approved June 6, 2024; authorizes up to 300,000 shares for options, restricted stock, and RSUs; strong emphasis on performance-based vesting; limits early vesting (≤5% within first year); double-trigger CIC acceleration as default if awards are assumed; target-level vesting for performance awards on CIC unless certified higher .
- Clawbacks and Practices: Cash bonus clawback on restatements; no tax gross-ups; limited perquisites; use of peer groups; balancing short- and long-term incentives .
- Say-on-Pay: Prior advisory vote (2021) approved by 96.2% of voting shareholders .
- Deferred Compensation: Executive Deferred Compensation Plan exists, but only CEO participates per 2025 proxy; RSU grants in Jan 2025 to senior executive officers signal enhanced equity alignment .
Risk Indicators & Red Flags
- Pledging/Hedging: None of the shares of directors/executives were pledged as collateral; Bigham listed with zero beneficial ownership as of the 2025 record date .
- Related Party Transactions: None for Bigham at appointment under Item 404(a) .
- Change‑of‑Control Economics: Double-trigger CIC severance includes 24 months salary + 2× bonus, benefit continuation, and equity vesting, subject to 280G cutback .
- Insider Trading Activity: Form 4 retrieval failed due to a technical authorization error; no insider selling pressure can be inferred from proxy ownership (0 shares) and no pledging disclosure, but recent Form 4 activity could not be programmatically verified due to the error.
Investment Implications
- Retention risk appears mitigated by a robust double-trigger CIC agreement (24 months salary + 2× bonus, benefits, equity vesting), with a rolling 24‑month term extension, reducing incentives to depart in strategic transition scenarios .
- Alignment: As of the 2025 record date, Bigham’s disclosed beneficial ownership was zero and unpledged; equity alignment is expected to increase via the January 2025 RSU grants to senior executives (company-level), but individual CFO allocation was not specified .
- Pay‑for‑performance governance: Presence of cash bonus clawback, no tax gross‑ups, and performance‑based equity structures are favorable; however, absent CFO-specific bonus metric disclosures limit precision in modeling pay outcomes vs. PBHC’s financial results .
- Trading signals: With no pledged shares and no reported personal ownership at the record date, near‑term selling pressure from the CFO is likely limited; watch for future Form 4 RSU grants/vesting and any post‑vesting sales as equity awards commence vesting from 2026 onward .
Notes:
- Values marked with an asterisk were retrieved from S&P Global.
- Source documents: appointment and background ; CIC agreement and terms ; equity plan ; ownership/pledging ; performance context ; SOX certifications ; compensation practices ; say‑on‑pay .