Robert G. Butkowski
About Robert G. Butkowski
Robert G. Butkowski, age 49, has been with Pathfinder Bank since 2010 and was appointed Senior Vice President and Chief Operating Officer (COO) in 2024, responsible for daily operations of the branch network and business services . Company performance context during his recent tenure: Pathfinder’s total shareholder return (TSR) rose in 2024 vs 2023 while net income declined; 2025 year-to-date trends show improving efficiency and revenue on a non-GAAP basis .
| Company Performance Context | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | 113.56 | 84.93 | 108.71 |
| Net Income ($) | 12,932,000 | 9,293,000 | 3,383,000 |
| 9M Operating Trend (Non-GAAP/Selected) | 9M 2024 | 9M 2025 |
|---|---|---|
| Total Revenue ($) | 35,439,000 | 37,822,000 |
| Efficiency Ratio (%) | 73.01 | 67.24 |
| Return on Avg Tangible Common Equity (%) | -0.59 | 6.42 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pathfinder Bank | Senior Vice President & COO | 2024–Present | Oversees daily operations of branch network and business services |
| Pathfinder Bank | First Vice President, Branch Administration (and Operations Manager) | 2010–2024 | Led branch administration; expanded operational oversight before COO appointment |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 229,000 | First year as Named Executive Officer (NEO) in 2024 |
| All Other Compensation ($) | 24,780 | See breakdown below |
| All Other Compensation Detail (2024) | Amount ($) |
|---|---|
| Employee Savings Plan Company Contribution | 16,206 |
| Life Insurance Premium | 488 |
| ESOP Allocation | 8,087 |
| Total | 24,780 |
No stock awards or option grants were made to executive officers in 2024 per proxy disclosures; company states no option grants to executive officers during 2024 .
Performance Compensation
| Item | 2024 |
|---|---|
| Annual Bonus ($) | 43,510 |
| Payout Timing | 2024 performance-based bonus paid March 2025 |
| Program Design | Cash-based bonuses tied to financial and non-financial measures; subject to clawback upon restatement |
| Metric Framework (Company-wide objectives) | Earnings, profitability, earnings contribution to capital, capital strength, asset quality, ROE; plus individual objectives (non-quantitative) |
| Weightings/Targets/Actuals | Not disclosed for individual NEOs |
Clawback policy applies to cash-based bonus; no tax gross-ups in change-in-control agreements; double-trigger required for CIC severance .
Equity Ownership & Alignment
| Ownership Snapshot (Record Date, 2025 Proxy) | Shares/Options | % of Voting Common |
|---|---|---|
| Shares Beneficially Owned (incl. ESOP/401k/IRAs and options exercisable within 60 days) | 34,064 | 0.7% |
| Unexercised Stock Options Included in Beneficial Ownership | 4,136 | — |
| Holdings Breakdown (footnote detail) | Amount |
|---|---|
| 401(k) Plan Shares | 14,291 |
| IRA Shares | 6,500 |
| ESOP Shares | 6,337 |
| Pledging/Hedging | Status |
|---|---|
| Shares Pledged as Collateral | None of directors/executive officers’ shares were pledged |
| Anti-Hedging and Pledging Policy | Included in proxy table of contents (policy disclosed) |
Form 4 insider trading timeline could not be retrieved due to a data access authorization error when attempting to pull SEC insider transactions; analysis above relies on proxy-sourced ownership. We attempted to fetch PBHC Form 4s for “Butkowski,” but the request returned 401 Unauthorized.
Outstanding Equity and Vesting
| Option Awards (Outstanding at 12/31/2024) | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| Stock Option | 05/06/2016 | 2,636 | — | 11.35 | 05/06/2026 | Vested ratably over five years; 10-year term |
| Stock Option | 10/28/2020 | 1,500 | — | 10.37 | 10/28/2030 | Vested ratably over three years; 10-year term |
All listed options are fully exercisable as of 12/31/2024 based on “exercisable” column and zero unexercisable balance .
Employment Terms
- Agreements: No specific employment or change-in-control agreement for Mr. Butkowski is disclosed in the 2025 proxy; CIC terms disclosed in detail for the CEO (Dowd) and separately for the CFO (Bigham) in a 2024 8-K; company states double-trigger CIC and no gross-ups as compensation “best practices” .
- Clawback: Cash bonus subject to clawback in the event of a financial restatement invalidating performance measures .
- SERP/Deferred Comp: SERP participation identified for the CEO only; Mr. Butkowski is not listed as a SERP participant in the proxy .
- Related Party/Insider Lending: Participated in employee mortgage loan program under standard employee terms (0.25% below market). Largest aggregate balance 2023–2024: $45,957; 12/31/2024 principal balance $18,947; principal paid $27,011; interest paid $1,480 .
Compensation Structure Analysis
- Mix and Risk: 2024 pay skewed to fixed and annual cash bonus; no equity grants to NEOs in 2024 (reduces long-term equity alignment additions for the year) .
- Pay-for-Performance Controls: Bonus tied to both quantitative bank metrics and qualitative goals with clawback; company asserts double-trigger CIC and no gross-ups, aligning with shareholder-friendly governance practices .
- Vesting Pressure: Option expirations in May 2026 (legacy 2016 grant) may create exercise timing considerations ahead of expiry; 2020 grant runs to 2030 .
- Ownership Alignment: Meaningful personal share ownership, including retirement plan holdings and ESOP; no pledging reported—a positive alignment signal .
Investment Implications
- Alignment: Cash bonus design references core banking profitability/quality metrics and includes a clawback; absence of 2024 equity grants tempers incremental long-term alignment for that year, though legacy options and ESOP holdings provide ongoing equity exposure .
- Retention/Change-in-Control: No individual CIC terms disclosed for Butkowski; firm-wide policy indicates double-trigger without gross-ups—a balanced posture that limits shareholder-unfriendly severance while preserving some protection for executives .
- Execution/Operating Leverage: Company-level efficiency improved in 9M 2025 vs 9M 2024 and non-GAAP revenue increased; if sustained under the COO’s operational remit, this could support future bonus outcomes and capital generation, though 2024 net income softness versus 2023 underscores earnings volatility in the period .
- Risk Flags: No share pledging and standard employee mortgage participation mitigate governance risk; lack of disclosed personal CIC/severance terms for the COO introduces some uncertainty on retention economics vs peers .