Tony Scavuzzo
About Tony Scavuzzo
Independent director of Pathfinder Bancorp, Inc. (PBHC) since June 30, 2023; age 43 as of April 11, 2025. Managing Principal at Castle Creek Capital since 2009; CFA charterholder with an MBA (University of Chicago Booth) and BBA in Finance (University of Iowa). Board biography emphasizes investment, governance, compensation, risk, and ALCO committee expertise across multiple financial institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MB Financial Bank (NASDAQ: MBFI) | Operating role for CEO | Prior to 2009 | Led evaluation of M&A opportunities and capital investment strategy; roles across corporate treasury, ALM, wealth management, and credit analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital | Managing Principal; Investment Committee member | 2009–present | Governance, compensation, risk, and asset/liability oversight across portfolio companies |
| McGregor Bancshares | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| Central Payments LLC | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| Third Coast Bancshares | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| Blue Ridge Bankshares | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| Texas Community Bancshares | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| Enterprise Financial Services Corp | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| Guaranty Federal Bancshares | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| SouthCrest Financial Group | Board involvement | Not disclosed | Committee participation (governance, compensation, risk, ALCO) |
| Dallas Police and Fire Pension System | Board of Trustees member | Current | Trustee oversight |
| CFA Society of Dallas/Fort Worth | Member | Current | Professional affiliation |
| Dallas Petroleum Club | Member | Current | Professional affiliation |
| CFA Societies (San Diego, Chicago) | Former Treasurer; Past Finance Committee Chair | Former | Society leadership roles |
| Castle Creek Launchpad Fund I | Investment Committee member | Current | Fintech-community banking VC focus |
Board Governance
- Independence: Board determined all directors except CEO James Dowd and Director John Funiciello are independent; Scavuzzo is independent under NASDAQ rules .
- Tenure: Appointed June 30, 2023; current term expires 2027; age 43 .
- Committee assignments (2024): Asset/Liability Committee (ALCO) member; Compensation Committee member; no chair roles indicated .
- Attendance: In 2024, Board held 12 regular and 1 special meeting; no director attended fewer than 75% of board/committee meetings .
- Executive sessions: Independent directors hold executive sessions no less than twice a year .
Fixed Compensation
| Component | Amount/Terms | Year |
|---|---|---|
| Annual retainer (non-employee director) | $20,000 cash | 2024 |
| Board meeting fee | $800 per meeting attended | 2024 |
| Committee meeting fee | $600 per meeting; Directors’ Loan Committee $300 | 2024 |
| Chair retainers (if applicable) | Board Chair +$10,100; Audit Chair +$4,100; other committee chairs +$100 per chaired meeting | 2024 |
| Tony Scavuzzo total fees earned (cash) | $35,600 | 2024 |
- Director deferred fee plan is available; Tony had no reported deferred comp earnings in 2024 .
Performance Compensation
- No director performance-based incentives (no RSUs/PSUs/options disclosed for Scavuzzo); director pay is cash-based fees and chair retainers; Trustee Deferred Fee Plan allows deferral but is not performance-tied .
- Anti-hedging and anti-pledging policy applicable to directors; prohibits hedging/short sales and pledging/margin accounts, supporting alignment and risk control .
Other Directorships & Interlocks
| Company | Sector | Role Type | Potential Interlock/Conflict Note |
|---|---|---|---|
| Blue Ridge Bankshares; Enterprise Financial Services Corp; Texas Community Bancshares; Third Coast Bancshares; Guaranty Federal Bancshares; McGregor Bancshares; SouthCrest Financial Group | Banking/Financials | Board roles/committee participation | Multiple bank boards may create industry interlocks; no PBHC-related transactions disclosed with these entities |
| Castle Creek Capital Partners VII, LP (Fund VII) | Private investment fund | Managing Principal; Fund appointing shareholder | Fund VII has a contractual director appointment right; Scavuzzo designated and appointed June 2023 |
Expertise & Qualifications
- Financial services investing and bank governance; ALCO, risk, and compensation committee experience .
- Advanced finance education and CFA charterholder credentials .
- M&A and capital strategy operating experience at MB Financial Bank .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Included in Beneficial Ownership | % of Voting Common Stock | Notes |
|---|---|---|---|---|
| Tony Scavuzzo | – | – | 0.0% | Disclaims beneficial ownership of Fund VII’s PBHC holdings (468,492 voting, 1,321,699 non-voting, 125,000 warrant), except to extent of pecuniary interest |
| Pledging status | None of directors’/officers’ beneficially owned shares are pledged | Anti-pledging policy for directors |
Governance Assessment
- Alignment: Cash-only director compensation; no equity awards or ownership disclosed for Scavuzzo. While anti-hedging/anti-pledging policy is strong, lack of personal PBHC share ownership may signal limited “skin-in-the-game” alignment relative to peers .
- Independence and attendance: Classified independent; 2024 attendance met thresholds; independent directors hold executive sessions at least twice per year—supports board effectiveness .
- Committee effectiveness: Service on ALCO and Compensation aligns with his risk and pay governance background, potentially enhancing oversight of interest rate/liquidity risk and executive compensation structures .
- Potential conflicts and red flags:
- Castle Creek appointment right and substantial ownership: Fund VII approved by PBHC’s Board to vote shares over the 10% limit; Scavuzzo serves as Fund VII designee. This creates a related-party influence vector, though Scavuzzo is deemed independent under NASDAQ rules. Monitor any transactions or votes where Castle Creek interests could diverge from minority shareholders .
- Related-party transactions: 2024–2025 proxy discloses loans to certain insiders and real-estate transactions with Director Funiciello; no transactions disclosed involving Scavuzzo—reduces immediate related-party risk exposure for him .
- Director compensation structure signals: PBHC uses standardized retainers and meeting fees; no discretionary director bonuses, equity grants, or tax gross-ups for directors—shareholder-friendly structure . Executive compensation program notes no tax gross-ups and double-trigger CoC terms, but that is for executives rather than directors .
Implications: Scavuzzo’s finance/banking board experience is additive for risk and compensation oversight. The Castle Creek appointment right and fund ownership require vigilant monitoring of independence and conflict management, especially in capital actions or strategic transactions. Absence of personal PBHC share ownership and lack of director equity awards reduce alignment, though anti-hedging/pledging policies mitigate risk. Overall governance signals are mixed: strong process/independence with a notable external shareholder-designee dynamic .