Meghan Crawford-Hamlin
About Meghan Crawford-Hamlin
Meghan Crawford-Hamlin (age 35) is an independent director of Pathfinder Bancorp, Inc. (PBHC), serving on the board since 2022 and standing for re‑election to a new three‑year term at the June 5, 2025 annual meeting . She is President of Institutional Sales at BHG Financial and holds a B.A. from Bucknell University, with prior roles at The Fitch Group and IAC; her experience spans bank partnerships, direct lending, and digital banking platform development . The Board classifies her as independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BHG Financial | President, Institutional Sales; oversees bank partnerships, sales ops/strategy/communications | Joined 2015; current role (tenure years not specified) | Leads national sales team; direct lending and digital banking platform expertise |
| The Fitch Group Company | Director (managed growth for largest North American portfolio) | Prior to joining BHG in 2015 (dates not disclosed) | Growth leadership with major financial clients |
| IAC | Various role(s) not specified | Prior to BHG (dates not disclosed) | Large-scale technology and marketing exposure |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| American Bankers Association | Member | Industry association | Active within banking industry |
| Independent Community Bankers Association | Member | Industry association | Active within banking industry |
| Go Red for Women | Woman of Impact Team Member | Philanthropy/advocacy | Community engagement |
Board Governance
- Independence: The Board determined all directors except the CEO (Mr. Dowd) and Mr. Funiciello are independent; Crawford‑Hamlin is therefore independent .
- Board/Committee attendance: In 2024 the Board held 12 regular and 1 special meeting; no director attended fewer than 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors hold executive sessions at least twice per year .
- Leadership structure: Chair and CEO roles are separated; the Chair is independent .
Committee Memberships (2024)
| Committee | Role |
|---|---|
| Audit Committee | Member |
| Asset/Liability Committee (ALCO) | Member |
| Directors’ Loan Review Committee | Member |
Meeting Frequency (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 12 regular; 1 special |
| Audit Committee | 6 |
| ALCO | 4 |
Fixed Compensation
Director Fee Structure (2024)
| Component | Amount |
|---|---|
| Annual retainer (non‑employee director) | $20,000 |
| Board meeting fee (per meeting) | $800 |
| Committee meeting fee (per meeting) | $600 |
| Directors’ Loan Committee fee (per meeting) | $300 |
| Additional retainer – Board Chair | $10,100 |
| Additional retainer – Audit Committee Chair | $4,100 |
| Other committee chairs – per meeting premium | +$100 per chaired committee meeting |
| Total director fees paid by Company in 2024 | $434,601 |
Crawford‑Hamlin – 2024 Director Compensation
| Year | Fees Earned/Paid in Cash ($) | Non‑Qualified Deferred Comp Earnings ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 29,800 | ─ | ─ | 29,800 |
Notes: No perquisites >$10,000 for any director in 2024 .
Performance Compensation
| Component | Disclosure Status | Notes |
|---|---|---|
| Performance cash bonus | Not disclosed for non‑employee directors | Director pay structured as retainers/meeting fees |
| Equity awards (RSUs/PSUs) | None disclosed for 2024 director compensation | Director table reports cash fees; no equity grants shown |
| Stock options (outstanding) | None disclosed for Crawford‑Hamlin | Option footnotes list other directors, not Crawford‑Hamlin |
Other Directorships & Interlocks
| Company | Role | Type | Interlock/Notes |
|---|---|---|---|
| Not disclosed in 2025 DEF 14A | — | — | The proxy includes her biography but lists no public company directorships |
Expertise & Qualifications
- Banking ecosystem and sales leadership: Oversees national bank partnerships and institutional portfolio; experience facilitating “hundreds of millions” in financing .
- Digital banking: Described as having transformational knowledge in digital banking platform development and implementation .
- Industry networks: Active member of ABA and ICBA .
- Education: B.A., Bucknell University .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % (Voting Common) | Voting/Investment Power | Pledged Shares |
|---|---|---|---|---|
| Meghan Crawford‑Hamlin | 1,000 | 0.0% | Sole voting and investment power | None; proxy states no director shares are pledged |
Record date for ownership table: April 11, 2025; shares outstanding (voting common): 4,761,182 .
Governance Assessment
-
Strengths
- Independent director with active committee load (Audit, ALCO, Loan Review), indicating broad engagement in risk, financial reporting, and credit oversight .
- Board structure separates Chair/CEO; Chair is independent; independent directors hold regular executive sessions, supporting oversight quality .
- Attendance: At least 75% participation (Board reports no director fell below the threshold in 2024) .
- Anti‑hedging/anti‑pledging policy applies to directors, prohibiting hedging, short sales, options, and pledging of company stock, aligning director/shareholder interests .
-
Alignment/Monitoring Items
- Low share ownership: 1,000 shares (0.0% of outstanding), which indicates modest personal capital at risk versus some peers; Board otherwise reports no pledging by directors .
- Director pay is cash‑heavy with no recurring equity grants disclosed; may reduce long‑term alignment compared with equity‑based programs used at larger banks .
- Potential conflict vector: Employment at BHG Financial (a lender with extensive community bank relationships). The 2025 proxy discloses no related‑party transactions involving her; any such transactions would require approval by a majority of independent outside directors per the Company’s Code of Ethics .
- Compliance: The proxy lists Section 16(a) filing delinquencies for other insiders but none for Crawford‑Hamlin; continue monitoring Form 4 activity for changes .
-
Election status: Nominee for re‑election to a three‑year term at the June 5, 2025 annual meeting .
RED FLAGS to watch: Persistently low personal ownership; any future PBHC dealings with BHG Financial (should be screened under related‑party policy and approved by disinterested independent directors) .
Equity Ownership (Detail Table)
| Metric | Value |
|---|---|
| Shares beneficially owned | 1,000 |
| Ownership percentage | 0.0% |
| Voting/investment power | Sole |
| Pledged shares | None; no director pledging disclosed |
| Record date shares outstanding | 4,761,182 (voting common) |
Additional Notes
- Audit Committee independence and literacy: All members independent under NASDAQ and SEC Rule 10A‑3; committee met six times in 2024; Audit Committee financial expert designated as David A. Ayoub, not Ms. Crawford‑Hamlin .
- Director re‑nomination criteria include independence, time commitment, lack of conflicts, and community ties; the Nominating/Governance Committee is fully independent .
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