William A. Barclay
About William A. Barclay
William A. Barclay (age 56 as of April 11, 2025) is an independent director and currently serves as Chairman of the Board of Pathfinder Bancorp, Inc. (PBHC), elected to the chair role effective June 6, 2024; he has served on the Board since 2011, with his current term expiring in 2026 . He holds a B.A. from St. Lawrence University and a J.D. from Syracuse University College of Law, and practices business law as an attorney at Barclay Damon, LLP in Syracuse, NY, bringing legal and regional-market expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclay Damon, LLP | Attorney specializing in business law | Current | Legal, regulatory, and transactional expertise applicable to bank governance |
| New York State Assembly | Minority Leader; Representative, 120th District | Current | Public policy and stakeholder engagement; regional insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Douglaston Manor, Inc. | Chairman of the Board | Current | Leadership of private enterprise |
| Countryway Insurance Company | Director | Current | Insurance board experience (company status not specified) |
| SUNY Oswego College Council | Board service | Historical/current service not dated | Community governance |
| Rosamond Gifford Zoo at Burnet Park | Board service | Historical/current service not dated | Community engagement |
| Everson Museum of Art | Board service | Historical/current service not dated | Non-profit governance |
| Northern Oswego County Health Services, Inc. | Board service | Historical/current service not dated | Community health governance |
Board Governance
- Independent status: The Board separates the Chair and CEO roles; Mr. Barclay, as Chair, is designated independent under NASDAQ rules .
- Executive sessions: Independent directors hold executive sessions no less than twice per year .
- Attendance and cadence: In 2024 the Board held 12 regular and 1 special meeting; no director attended fewer than 75% of the total Board and committee meetings on which they served .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Committee members (including Barclay) are independent under NASDAQ |
| Compensation | Member | 6 | Committee members (including Barclay) are independent; recommendations ratified by full Board |
| Asset/Liability (ALCO) | Member | 4 | Oversees interest rate, liquidity, investment risk with external consultants |
| Directors’ Loan Review | Member | — | Committee membership confirmed; meeting frequency not disclosed in cited sections |
Fixed Compensation
- Director fee structure: Non-employee directors receive an annual retainer of $20,000; Board meeting fee $800; committee meeting fee $600; Directors’ Loan Committee $300; Board Chair additional retainer $10,100; Audit Committee Chair additional retainer $4,100; other committee chairs receive an additional $100 per meeting .
| Year | Fees Earned or Paid in Cash ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 47,450 | 5,018 | — | 52,468 |
Performance Compensation
- Stock/Option awards to directors in 2024: Director compensation disclosure lists only cash fees and deferred compensation earnings; no director stock awards or option grants are shown for 2024 .
- Outstanding equity: Mr. Barclay has 4,500 outstanding stock options as of December 31, 2024 (included in beneficial ownership if exercisable within 60 days) .
| Component | Status | Detail |
|---|---|---|
| RSUs/PSUs | Not disclosed for directors in 2024 | No RSU/PSU table or grant detail provided for directors |
| Stock Options | Outstanding | 4,500 options outstanding as of 12/31/2024 ; options exercisable within 60 days included in beneficial ownership counts |
| Performance Metrics | Not applicable | Director pay is retainer/meeting-fee based; no disclosed performance metrics for director compensation |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Douglaston Manor, Inc. | Chairman of the Board | Private company leadership; no PBHC transactions disclosed involving this entity |
| Countryway Insurance Company | Director | Insurance board role; no PBHC transactions disclosed involving this entity |
| Barclay Damon, LLP | Law firm employment | No related-party transactions disclosed with this firm in cited sections |
| Castle Creek (Fund VII) | Investor-appointed director (Scavuzzo) | Not related to Barclay; noted as governance context |
Related-party controls: The Company reviews insider transactions; loans to insiders follow standard terms and are approved by a majority of independent directors; a lease and brokerage commissions involving Director Funiciello’s entities are disclosed, but no related-party transactions are disclosed for Mr. Barclay in the cited sections .
Expertise & Qualifications
- Legal and business expertise: Business law attorney with transactional and regulatory experience relevant to bank governance .
- Regional knowledge and public leadership: Long-standing engagement in Central New York and service as Minority Leader of the NY State Assembly (120th District), enhancing policy and stakeholder oversight perspectives .
- Governance leadership: Independent Chair; Chair of Nominating & Governance; member of Compensation and ALCO committees, indicating active engagement across key oversight areas .
Equity Ownership
| Holder | Shares Owned | Unexercised Stock Options Included | % of Outstanding | Pledge Status | Ownership Detail |
|---|---|---|---|---|---|
| William A. Barclay | 90,750 | 4,500 | 1.9% | None of directors’/officers’ shares pledged | 24,274 shares with sole voting/investment power; 61,976 shares with shared voting/investment power |
Anti-hedging/pledging: Directors and named executive officers are prohibited from hedging and pledging Company stock under the Insider Trading Policy .
Governance Assessment
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Strengths
- Independent Chair and separation of Chair/CEO roles support oversight and risk management; independent directors hold regular executive sessions .
- Active committee leadership: Chair of Nominating & Governance; member of Compensation and ALCO; committees met regularly in 2024, evidencing engagement (N&G: 4; Compensation: 6; ALCO: 4) .
- Ownership alignment: 1.9% beneficial ownership with no pledging; anti-hedging/pledging policy enhances alignment and risk posture .
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Considerations
- Time commitments: Concurrent public office (NY State Assembly Minority Leader) may increase time demands; no attendance shortfall disclosed (≥75% attendance for all directors) .
- Director compensation mix: Primarily cash fees with deferred compensation earnings; no 2024 director equity grants disclosed, though options from prior periods remain outstanding (4,500) .
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RED FLAGS
- None specifically disclosed for Mr. Barclay in the cited sections (no related-party transactions, pledging, or hedging; attendance threshold met) .
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