April 4, 2008
Dear Shareholder:
We cordially invite you to attend the Annual Meeting of Shareholders of
Pathfinder Bancorp, Inc. The Annual Meeting will be held at Patz Restaurant, 6
East First Street, Oswego, New York at 10:00 a.m., Eastern Time, on April 30,
2008.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on our
operations. Directors and officers, as well as a representative of our
independent registered public accounting firm (also referred to as our
"Auditors"), will be present to respond to questions that shareholders may
properly present.
The Annual Meeting is being held so that shareholders may consider the election
of two directors, each for a three year term, and the ratification of the
appointment of Beard Miller Company LLP as our independent registered public
accounting firm for the year ending December 31, 2008.
For the reasons set forth in the Proxy Statement, the Board of Directors
unanimously recommends a vote "FOR" the election of two directors, each for a
three year term, and the ratification of the appointment of Beard Miller Company
LLP as our independent registered public accounting firm.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you currently plan to attend
the Annual Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting. Your
vote is important, regardless of the number of shares that you own.
Sincerely,
Thomas W. Schneider
President and Chief Executive Officer
PATHFINDER BANCORP, INC.
214 WEST FIRST STREET
OSWEGO, NEW YORK 13126
(315) 343-0057
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2008
Notice is hereby given that the Annual Meeting of Pathfinder Bancorp, Inc.,
will be held at Patz Restaurant, 6 East First Street Oswego, New York on April
30, 2008 at 10:00 a.m., Eastern Time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1) The election of two Directors;
2) The ratification of the appointment of Beard Miller Company
LLP as our independent registered public accounting firm for the
year ending December 31, 2008; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Shareholders of record at the close of business on March 17,
2008 are the shareholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH OUR CORPORATE SECRETARY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
Edward A. Mervine
Secretary
April 4, 2008
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IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
PATHFINDER BANCORP, INC.
214 WEST FIRST STREET
OSWEGO, NEW YORK 13126
(315) 343-0057
ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 2008
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Pathfinder Bancorp, Inc. to be
used at our annual meeting of shareholders, which will be held at Patz
Restaurant, 6 East First Street, Oswego, New York on April 30, 2008, at 10:00
a.m., eastern time, and all adjournments of the annual meeting. The accompanying
notice of annual meeting of shareholders and this proxy statement are first
being mailed to shareholders on or about April 4, 2008.
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REVOCATION OF PROXIES
--------------------------------------------------------------------------------
Shareholders who sign the proxies we are soliciting will retain the right
to revoke them in the manner described below. Unless so revoked, the shares
represented by such proxies will be voted at the annual meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors will
be voted in accordance with the directions given thereon. Where no instructions
are indicated, validly executed proxies will be voted "for" the proposals set
forth in this proxy statement. If any other matters are properly brought before
the annual meeting, the persons named in the accompanying proxy will vote the
shares as directed by a majority of the Board of Directors in attendance at the
annual meeting. We know of no additional matters that will be presented for
consideration at the annual meeting. If a shareholder who wishes to bring a
matter for shareholder consideration (other than a shareholder proposal) fails
to notify us at least 45 days prior to the anniversary of the month and day of
the mailing of last year's proxy statement, then management proxies are
permitted to use their discretionary voting authority if the proposal is raised
at the annual meeting without discussion of the matter in the proxy statement.
We are not aware of any such proposals for this year's annual meeting.
Proxies may be revoked by sending written notice of revocation to our
Secretary, at the address shown above, by delivering to us a duly executed proxy
bearing a later date or by attending the annual meeting and voting in person.
The presence at the annual meeting of any shareholder who had returned a proxy
will not revoke the proxy unless the shareholder delivers his or her ballot in
person at the annual meeting or delivers a written revocation to our Secretary
prior to the voting of the proxy. If you are a shareholder whose shares are not
registered in your name, you will need appropriate documentation from your
record holder to vote in person at the annual meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
--------------------------------------------------------------------------------
Holders of record of our common stock, par value $0.01 per share as of the
close of business on March 17, 2008 (the "Record Date") are entitled to one vote
for each share they own. As of the Record Date, we had 2,483,732 shares of
common stock issued and outstanding of which 1,583,239 were held by our mutual
holding company Pathfinder Bancorp, M.H.C., and 900,493 of which were held by
shareholders other than Pathfinder Bancorp, M.H.C. ("Minority Shareholders").
The presence in person or by proxy of a majority of the outstanding shares of
common stock entitled to vote is necessary to constitute a quorum at the annual
meeting. If a shareholder holds shares in street name (i.e., the shares are held
in a stock brokerage account or by a bank, trust, or other institution) and does
not provide voting instructions to the holder of the account, such shares will
be considered "Broker non-votes." Broker non-votes and proxies marked abstain
will be counted for purposes of determining that a quorum is present. As to the
election of directors, shareholders may cast their votes "For" or "Withheld." As
to the ratification of the retention of our independent registered public
accounting firm, shareholders may cast their votes "For," "Against" or
"Abstain." Directors are elected by a plurality of votes cast, without regard
to either broker non-votes, or proxies as to which the authority to vote for the
nominees being proposed is withheld. The affirmative vote of holders of a
majority of the total votes cast at the annual meeting in person or by proxy,
-1-
without regard to broker non-votes or proxies as to which shareholders abstain,
is required for ratification of Beard Miller Company LLP as our independent
registered public accounting firm. Because our mutual holding company owns a
majority of the outstanding shares, should it vote "For" the proposals, passage
of the proposals would be assured.
Persons and groups who beneficially own in excess of five percent of the
common stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of common stock beneficially owned
by directors individually, by executive officers individually, by executive
officers and directors as a group and by each person who was the beneficial
owner of more than five percent of our outstanding shares of common stock. None
of the shares beneficially owned by directors, executive officers or nominees to
the board of directors have been pledged as security or collateral for any
loans.
Amount of Shares
Owned and Nature Percentage of Shares
Name and Address of Of Beneficial of Common Stock
Beneficial Owners (1) Ownership (2) Outstanding
--------------------------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS (2):
Janette Resnick 3,330 (4) 0.13%
Thomas W. Schneider 7,565 (5) 0.30
Chris R. Burritt 4,800 (6) 0.19
George P. Joyce 4,964 0.20
Bruce E. Manwaring 12,815 0.52
L. William Nelson, Jr. 26,950 (7) 1.09
Corte J. Spencer 14,500 0.58
Steven W. Thomas 17,234 0.69
Lloyd "Buddy" Stemple 5,500 0.22
James A. Dowd 7,868 0.32
Melissa A. Miller 3,518 0.14
Edward A. Mervine 3,219 0.13
Ronald Tascarella 6,000 0.24
All Directors and Executive Officers
as a Group (13 persons) (3) 118,263 4.76%
PRINCIPAL SHAREHOLDERS:
Pathfinder Bancorp, M.H.C. (3) 1,583,239 63.75%
214 West First Street
Oswego, New York 13126
Pathfinder Bancorp, M.H.C. and all
Directors and Executive Officers 1,701,502 68.51%
--------------------------------------------------------------------------------
1) The mailing address for each person listed is 214 West First
Street, Oswego, New York 13126.
2) A person is deemed to be the beneficial owner, for purposes of
this table, of any shares of common stock if he has shared voting or
investment power with respect to such security, or has a right to
acquire beneficial ownership at any time within 60 days from the
Record Date. As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the power to
dispose or direct the disposition of shares. This table includes all
shares held directly as well as by spouses and minor children, in
trust and other indirect ownership, over which shares the named
individuals effectively exercise sole or shared voting and investment
power. Unless otherwise indicated, the named individual has sole
voting and investment power.
3) All of our directors are also directors of Pathfinder Bancorp,
M.H.C. Five of our executive officers are also executive officers of
the Pathfinder Bancorp, M.H.C.
4) Ms. Resnick has sole voting power over 2,600 shares and shared
voting and investment power over 730 shares.
-2-
5) Mr. Schneider has sole voting and investment power over 7,265
shares and shared voting and investment power over 300 shares.
6) Mr. Burritt has sole voting and investment power over 4,650
shares and shared voting and investment power over 150 shares.
7) Mr. Nelson has sole voting and investment power over 8,470 shares
and shared voting and investment power over 18,480 shares.
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SMALLER REPORTING COMPANY
--------------------------------------------------------------------------------
The Company has elected to prepare this Proxy and other annual and periodic
reports as a "Smaller Reporting Company" consistent with rules of the Securities
and Exchange Commission effective February 4, 2008.
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CONDUCT OF MEETING
--------------------------------------------------------------------------------
In accordance with the bylaws, and by action of the Board of Directors, the
Chair of the Board will preside over the annual meeting. The Chair of the Board
has broad authority to ensure the orderly conduct of the meeting. This includes
discretion to recognize shareholders who wish to speak, and the right to
determine the extent of discussion on each item of business. Rules governing
the conduct of the meeting have been established and will be available at the
meeting along with the Agenda.
--------------------------------------------------------------------------------
PROPOSAL 1 - ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
Our Board of Directors is currently composed of nine members. Our bylaws
provide for three classes as nearly equal in number as possible of Directors,
one class to be elected annually. We are electing two Directors this year since
two terms expire. In 2006, we had ten Directors, and elected four. Following
the retirement of Mr. Gagas as Director on January 14, 2000, the Company amended
its bylaws to reduce the number of directors from ten to nine. As a result,
there are two director seats available for election. Directors are generally
elected to serve for a three-year period and until their respective successors
shall have been elected and qualify. Two Directors will be elected at the annual
meeting, each to serve for a three-year period and until their respective
successors shall have been elected and qualify. The Board of Directors'
Nominating/Governance Committee has nominated Thomas W. Schneider and Chris R.
Burritt to serve as directors. In 2009, one of the four directors to be elected
will be proposed for a two year term, resulting in the creation of three classes
of three directors.
The table below sets forth certain information regarding the composition of
the Board of Directors, including the terms of office of Board members. It is
intended that the proxies solicited on behalf of the Board of Directors (other
than proxies in which the vote is withheld as to one or more nominees) will be
voted at the annual meeting for the election of the nominees identified below.
If the nominee is unable to serve, the shares represented by all such proxies
will be voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why any of
the nominees would be unable to serve if elected. Except as indicated herein,
there are no arrangements or understandings between any nominee and any other
person pursuant to which such nominee was selected.
-3-
CURRENT
DIRECTOR TERM TO
NAME(1) AGE(2) POSITION HELD SINCE(3) EXPIRE
----------------------------------------------------------------------------------
NOMINEES
Thomas W. Schneider 46 President, Chief Executive Officer 2001 2008
Chris R. Burritt 54 Director 1986 2008
DIRECTORS CONTINUING IN OFFICE
Bruce E. Manwaring 66 Director 1984 2009
L. William Nelson, Jr. 64 Director 1986 2009
George P. Joyce 57 Director 2000 2009
Lloyd "Buddy" Stemple 47 Director 2005 2009
Steven W. Thomas 46 Director 2000 2010
Corte J. Spencer 65 Director 1984 2010
Janette Resnick 65 Chair of the Board 1996 2010
--------------------------------------------------------------------------------
(1) The mailing address for each person listed is 214 West First
Street, Oswego, New York 13126. Each of the persons listed is also a
Director of Pathfinder Bancorp, M.H.C., which owns the majority of our
issued and outstanding shares of common stock. Information regarding
the common stock beneficially owned by each director is set forth
under "Voting Securities and Principal Holders Thereof".
(2) As of April 4, 2008.
(3) Dates prior to 1995 reflect initial appointment to the Board of
Trustees of the mutual predecessor to Pathfinder Bank.
The principal occupation during the past five years of each Director and
Executive Officer is set forth below. All Directors and Executive Officers have
held their present positions for five years unless otherwise stated.
JANETTE RESNICK is the Chair of the Board. She has been retired since
2003. Prior to her retirement she was the Executive Director of Oswego County
Opportunities, a private, not for profit human services agency located in Oswego
and Fulton, New York.
CHRIS R. BURRITT is the president and general manager of R.M. Burritt
Motors, Inc./Chris Cross, Inc., an automobile dealership located in Oswego, New
York.
BRUCE E. MANWARING retired effective March 1, 2007 as the Chamberlain for
the City of Oswego. Prior to his appointment in 1999, Mr. Manwaring was the
owner of Oswego Printing Co. located in Oswego, New York.
WILLIAM NELSON, JR. is the owner and manager of Nelson Funeral Home located
in Oswego, New York.
STEVEN W. THOMAS is a licensed real estate broker and a developer. Mr.
Thomas is involved in numerous commercial development projects in Oswego County.
Mr. Thomas is also a member of Surelock Industries, LLC, a local wood floor
manufacturer.
GEORGE P. JOYCE is the owner and operator of Laser Transit, Ltd., Lacona,
New York, a Central New York logistics services provider.
CORTE J. SPENCER retired effective January 1, 2007 as the Chief Executive
Officer and Administrator of Oswego Hospital and the managing director of Oswego
Health, Inc. located in Oswego, New York.
-4-
LLOYD "BUDDY" STEMPLE is the Vice-President and General Manager of Novelis
Specialty Products Group, Inc. which has manufacturing locations in Oswego, New
York, Kingston, Ontario Canada and sales offices in Cleveland, Ohio and Detroit,
Michigan.
EXECUTIVE OFFICERS OF THE COMPANY WHO ARE DIRECTORS
THOMAS W. SCHNEIDER is the President and Chief Executive Officer of
Pathfinder Bancorp, Inc. and Pathfinder Bank. Prior to his appointment as
President in 2000, Mr. Schneider was the Executive Vice President and Chief
Financial Officer of Pathfinder Bancorp, Inc. and Pathfinder Bank.
INDEPENDENCE OF DIRECTORS
Our common stock is listed on the Nasdaq Capital Market. The Board of
Directors has considered the Nasdaq listing requirements for "Independence" of
Directors, and although we may be exempt as a "controlled" Company pursuant to
Nasdaq rules, the Board of Directors has determined that all of its Directors
with the exception of Mr. Schneider are "Independent" pursuant to Nasdaq's
listing requirements. Our independent directors will hold executive sessions no
less than twice a year. Shareholders who wish to communicate with the Chair or
with the independent directors as a group may do so by writing to our Corporate
Secretary at Pathfinder Bancorp, Inc., 214 West First Street, Oswego, New York
13126. The Corporate Secretary will forward said communication to the
independent directors or Chair as requested by the shareholder.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
JAMES A. DOWD, CPA, age 40, has been employed by Pathfinder Bank since 1994
and is Senior Vice President and Chief Financial Officer of Pathfinder Bancorp,
Inc. and Pathfinder Bank. Mr. Dowd is responsible for the accounting and finance
departments.
MELISSA A. MILLER, age 50, has been employed by Pathfinder Bank since 1976
and is Senior Vice President and Chief Operating Officer of Pathfinder Bancorp,
Inc. and Pathfinder Bank. Ms. Miller is responsible for deposit operations,
branch administration and information services.
EDWARD A. MERVINE, ESQ., age 51, is Senior Vice President, General Counsel
and Corporate Secretary for Pathfinder Bancorp, Inc. and Pathfinder Bank. Prior
to joining us in 2002, Mr. Mervine was a partner in the law firm of Bond
Schoeneck & King, LLP. Mr. Mervine is responsible for human resources, loss
mitigation, security and legal and regulatory compliance.
RONALD TASCARELLA, age 49, is Senior Vice President and Chief Credit
Officer. Ron joined the Company in 2006. Prior to joining he was Senior Vice
President of Oswego County National Bank, one of the Company's primary
competitors. Mr. Tascarella is responsible for Pathfinder Bank's lending
operations.
OWNERSHIP REPORTS BY OFFICERS AND DIRECTORS
Our common stock is registered with the SEC pursuant to Section 12(b) of
the Securities Exchange Act of 1934 (the "Exchange Act"). Our officers and
directors and beneficial owners of greater than 10% of our common stock ("10%
beneficial owners") are required to file reports on Forms 3, 4 and 5 with the
SEC disclosing beneficial ownership and changes in beneficial ownership of the
common stock. SEC rules require disclosure in our Proxy Statement or Annual
Report on Form 10-K of the failure of an officer, director or 10% beneficial
owner of our common stock to file a Form 3, 4, or 5 on a timely basis. All of
our officers and directors filed these reports in a timely fashion, with the
following exceptions. Form 4's were not filed timely on four trades during the
year; two occurring on January 24, 2007 (Directors L William Nelson and Corte
Spencer), one on February 8, 2007 and one on August 17, 2007 (Director Lloyd
Stemple). All of these filings were exempt from Form 4 filings, however, as
-5-
small acquisitions. Subsequent filings were made on January 30, 2007, March 8,
2007 and August 23, 2007, respectively.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of the Board of Directors is conducted through meetings and
activities of the Board and its committees. During the year ended December 31,
2007, the Board of Directors held 12 regular and 2 special meetings. During the
year ended December 31, 2007, no director attended fewer than 75% percent of the
total meetings of the Board of Directors and committees on which such director
served.
COMPENSATION COMMITTEE
-----------------------
The Compensation Committee meets periodically to review the performance of
officers and employees and to determine compensation programs and adjustments.
The entire Board of Directors ratifies the recommendations of the Compensation
Committee. In the year ending December 31, 2007, the members of the Compensation
Committee were Directors Manwaring, Resnick, Spencer, Burritt and Nelson. All of
these Directors are "Independent" pursuant to Nasdaq listing requirements. The
Compensation Committee met 6 times during the year ended December 31, 2007. The
Compensation Committee has a charter which is available at our website at
www.pathfinderbank.com.
----------------------
The Compensation Committee of the Board of Directors (the "Committee") is
comprised of Directors Chris Burritt, Bruce Manwaring, William Nelson, Janette
Resnick and Corte Spencer, all of whom are "independent" pursuant to Nasdaq
listing rules. The Committee annually reviews the performance of the Chief
Executive Officer and other executive officers and recommends to the Board of
Directors changes to base compensation, as well as the amount of any bonus to be
awarded. In determining whether the base salary of an officer should be
increased, the Committee and the Board of Directors take into account individual
performance, performance of the Company and information regarding compensation
paid to executives of peer group institutions performing similar duties
in the Bank's market area.
While the Committee and the Board of Directors do not use strict numerical
formulas to determine changes in compensation for the Chief Executive Officer
and Senior Vice Presidents, and while they weigh a variety of different factors
in their deliberations, they have emphasized and will continue to emphasize
earnings, profitability, earnings contribution to capital, capital strength,
asset quality, and return on tangible equity as factors in setting the
compensation of the Chief Executive Officer and senior officers. Non-
quantitative factors considered by the Committee and the Board of Directors in
2007 included general management oversight of the Company, the quality of
communication with the Board of Directors, and the productivity of employees.
Finally, the Committee and the Board of Directors considered the standing of the
Company with customers and the community, as evidenced by customer and community
complaints and compliments. While the Committee and the Board of Directors
considered each of the quantitative and non-quantitative factors described
above, such factors were not assigned a specific weight in evaluating the
performance of the Chief Executive Officer and Senior Vice Presidents.
There were no salary increases for the Company and Bank's five executive
officers, including Mr. Schneider during 2007.
-6-
The following table shows the compensation of Thomas W. Schneider, our principal
executive officer, and the two most highly compensated other executive officers
("Named Executive Officers") who received total compensation of $100,000 during
the past fiscal year for services to the Company or any of its subsidiaries
during the years ended December 31, 2007 and 2006, respectively.
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SUMMARY COMPENSATION TABLE
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CHANGE IN
PENSION VALUE
AND NON-
QUALIFIED
NON-EQUITY DEFERRED
STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
NAME AND SALARY BONUS AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
PRINCIPAL POSITION YEAR ($) ($) (1) ($) ($) ($) ($) (2) ($) (3) ($)
---------------------- ---- --------- -------- ------- ------- --------------- --------------- -------------- ---------
Thomas W. Schneider, 2007 $ 205,000 $14,500 $ 45,546 $ 24,896 $ 289,942
President and Chief 2006 193,216 14,250 44,522 25,670 277,658
Executive Officer
Edward A. Mervine, 2007 $ 130,000 $11,600 $ 10,359 $ - $ 151,959
Senior Vice President, 2006 118,663 11,100 8,222 - 137,985
General Counsel AND
Secretary
Melissa A. Miller, 2007 $ 95,000 $ 9,500 $ 27,119 $ - $ 131,619
Senior Vice President 2006 93,688 8,000 23,147 - 124,835
and Chief Operating
Officer
-------------------------------------------------------------------------------------------------------------------------------
(1) Amounts represent annual bonus awarded based on individual
performance, paid in the first quarter of 2008.
(2) The change in pension value and non-qualified deferred
compensation earnings represents the following for each named
executive for 2007 and 2006:
2007
-----------------------------------------------------------------------------
DEFERRED SUPPLEMENTAL
CHANGE IN PENSION COMPENSATION EXECUTIVE RETIREMENT
VALUATION EARNINGS EARNINGS
------------------ ------------- ---------------------
Thomas W. Schneider $ 24,994 $ 2,148 $ 18,404
Edward A. Mervine 10,359 - -
Melissa A. Miller 25,029 2,090 -
2006
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DEFERRED SUPPLEMENTAL
CHANGE IN PENSION COMPENSATION EXECUTIVE RETIREMENT
VALUATION EARNINGS EARNINGS
------------------ ------------- ---------------------
Thomas W. Schneider $ 24,680 $ 1,439 $ 18,403
Edward A. Mervine 8,222 - -
Melissa A. Miller 21,747 1,400 -
(3) All other compensation represents the following for each
named executive
EMPLOYEE SAVINGS PLAN AUTOMOBILE EXPENSE COUNTRY CLUB
COMPANY CONTRIBUTION REIMBURSEMENT DUES
---------------------- ------------------- -------------
Thomas W. Schneider 2007 $ 6,150 $ 15,864 $ 2,882
Thomas W. Schneider 2006 7,010 15,913 2,747
All other executives above have individual total other compensation which, in
the aggregate, is less than $10,000 for 2007 and 2006.
-7-
Benefits
Medical And Life Insurance And Educational Assistance. The Company
provides full-time employees with medical, life and accidental death and
dismemberment insurance. In addition, the Company maintains a "cafeteria plan"
for employees, which permits qualifying employees to allocate a portion of their
compensation, on a pre-tax basis, for the payment of medical, dental and
dependent care expenses as well as the payment of certain insurance premiums.
The Company also offers educational assistance to full-time employees who have
worked for the Company for at least one year and who desire to take courses at
any accredited school of learning. The Company also provides long-term
disability income insurance for all employees equal to the lesser of $6,000 per
month or 60% of the employee's basic monthly earnings.
Defined Benefit Plan. The Company maintains a tax-qualified noncontributory
defined benefit plan ("Retirement Plan"). All salaried employees age 21 or older
who have worked for the Company for at least one year and have been credited
with 1,000 or more hours of employment with the Company during the year are
eligible to accrue benefits under the Retirement Plan. The Company contributes
annually to the Retirement Plan an amount necessary to satisfy the actuarially
determined minimum funding requirements in accordance with the Employee
Retirement Income Security Act of 1974 ("ERISA").
At the normal retirement age of 65 the Retirement Plan is designed to
provide a life annuity. The retirement benefit provided is equal to 1.5% of a
participant's average monthly compensation for periods after May 1, 2004, and
2.0% of the participant's average monthly compensation for credited service
prior to May 1, 2004 based on the average of the three consecutive years during
the last 10 years of employment which provides the highest monthly average
compensation multiplied by the participant's years of credited service (not to
exceed 30 years) to the normal retirement date. Retirement benefits also are
payable upon retirement due to early and late retirement. Benefits also are paid
from the Retirement Plan upon a Participant's disability or death. A reduced
benefit is payable upon early retirement at or after age 60, or the completion
of 30 years of service with the Company. Upon termination of employment other
than as specified above, a participant who was employed by the Company for a
minimum of five years is eligible to receive his or her accrued benefit reduced
or early retirement or a deferred retirement benefit commencing on such
participant's normal retirement date. Benefits are payable in various annuity
forms. At December 31, 2007, the market value of the Retirement Plan trust fund
was approximately $4,858,000. For the plan year ended September 30, 2007, the
Company made a contribution of $178,000 to the Retirement Plan.
Employee Savings Plan. The Company maintains an Employee Savings Plan which
is a qualified, tax-exempt profit sharing plan with a cash or deferred feature
that is tax-qualified under Section 401(k) of the Internal Revenue Code (the
"401(k) Plan"). All employees who have attained age 21 and have completed at
least one year of employment during which they worked at least 1,000 hours are
eligible to participate.
Participants may contribute, and receive a deduction for up to 75% of
compensation to the 401(k) Plan. For these purposes, "compensation" includes
total compensation (including salary reduction contributions made under the
401(k) Plan or the flexible benefits plan sponsored by the Company), but does
not include compensation in excess of $225,000. The Company, in its discretion,
may match participants' salary reduction contributions based upon Company
profits for the current fiscal year. All employee contributions and earnings
thereon are fully and immediately vested. All employer matching contributions
vest at the rate of 20% per year beginning at the end of a participant's second
year of service with the Company until a participant is 100% vested after six
years of service. Participants also will vest in employer matching contributions
when they reach the normal retirement age of 65 or later, or upon death or
disability regardless of years of service.
Plan benefits will be paid to each participant in a lump sum. At December
31, 2007, the market value of the 401(k) Plan trust fund was approximately
$3,965,000. For the plan year ended December 31, 2007, the Company made a
contribution in the amount of $148,000 to the 401(k) Plan Trust. The 2007
contributions to the Company 401(k) plan on behalf of Mr. Schneider and Mr.
Mervine are set forth in note (3) to the Summary Compensation Table.
-8-
Executive Supplemental Retirement Income Master Agreement. The Company
maintains a non-tax-qualified executive supplemental retirement income master
agreement (the "Master Agreement") for qualifying executives of the Company. One
executive and the former Chairman of the Board are currently eligible to
participate in the Master Agreement. The Master Agreement provides a
supplemental retirement income benefit in an annual amount equal to highest
average compensation received by the executive during any 36 month period while
employed by the Company, multiplied by a wage replacement percentage designated
in the individual executive's joinder agreement, less the actual annual amount
available to the executive from the Company's other tax-qualified or
nonqualified plans. Benefits under the Master Agreement are payable to the
executive upon the benefit age designated in the individual executive's joinder
agreement. Benefits will be payable in monthly installments beginning on the
executive's benefit age and continuing for a period of months designated in the
individual executive's joinder agreement. Payments to an executive, or to his
beneficiary, may be made from the Master Agreement upon the executive's death,
total or permanent disability, or termination of service with the Company.
The Master Agreement is considered an unfunded plan for tax and ERISA
purposes. All obligations arising under the Master Agreement are payable from
the general assets of the Company. The 2007 contribution made on behalf of Mr.
Schneider in connection with the Master Agreement is set forth in note (3) to
the Summary Compensation Table.
Stock Option Plan. The Pathfinder Bancorp, Inc. 1997 Stock Option Plan (the
"Stock Option Plan") authorizes the grant of stock options and limited rights to
purchase 132,249 shares of Common Stock. The Stock Option Plan authorizes grants
of (i) options intended to qualify as "incentive stock options," (ii) options
that do not qualify as incentive stock options ("non-statutory options") and
(iii) limited rights (described below) that are exercisable only upon a change
in control of the Company (as defined). Non-employee directors are eligible to
receive only non-statutory options. No options were granted during the past
year.
On December 19, 2000, the Board of Directors accepted the voluntary
rescission of all issued and unvested incentive stock options and non-statutory
stock options under the Pathfinder Bank 1997 Stock Option Plan.
In July 2001, the Board approved the re-issuance of 38,499 stock options
remaining in the 1997 Stock Option Plan. The exercise price is equal to the
market value of the Company's shares at the date of grant ($8.34). The options
granted under the re-issuance have a 10-year term. All options have vested under
the Stock Option Plan.
During the year, neither Mr. Schneider nor any of the officers listed on
the Summary Compensation Table acquired any stock through the exercise of
options. As of December 31, 2007, no in-the-money unexercised options were held
by Mr. Schneider.
The Board of Directors may amend, suspend or terminate the Stock Option
Plan except that such amendments may not impair awards previously granted.
Shareholders of the Company must approve any amendment to the Stock Option Plan
that would increase the number of options, decrease an option exercise price,
extend the term of the Stock Option Plan or any option, or change the persons or
category of persons eligible to be granted options. The exercise of options will
have a dilutive effect on the ownership interests of existing shareholders.
Further, the exercise of options may render more difficult or discourage a
merger, tender offer or other takeover attempt even if such transaction or event
would be beneficial to shareholders generally, the assumption of control by a
holder of a large block of the Company's securities, a proxy contest or the
removal of incumbent management.
-9-
Options Exercised/Stock Vested. The following table sets forth information
with respect to option exercises and common stock awards that have vested during
the year ended December 31, 2007 and 2006 for our Named Executive Officers.
--------------------------------------------------------------------------------------------------------
OPTION EXERCISES AND STOCK VESTED FOR THE FISCAL YEAR
--------------------------------------------------------------------------------------------------------
OPTION AWARDS STOCK AWARDS
--------------------------------------------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
ACQUIRED ON VALUE REALIZED ON ACQUIRED ON VALUE REALIZED
NAME EXERCISE (#) EXERCISE ($) VESTING (#) ON VESTING $
------------------------------ ----------------- ------------------- ----------------- --------------
Thomas W. Schneider, President
and Chief Executive Officer - $ - - $ -
Edward A. Mervine, Senior Vice
President, General Counsel and - - - -
Secretary
Melissa A. Miller, Senior Vice
President and Chief Operating - - - -
Officer
NOMINATING/GOVERNANCE COMMITTEE
--------------------------------
The Nominating/Governance Committee met 5 times in the year ending December 31,
2007 to address issues concerning corporate governance, succession planning, and
to nominate directors to fulfill the terms of the upcoming year. In the year
ended December 31, 2007, the Nominating/Governance Committee was comprised of
directors Thomas, Manwaring, Joyce and Resnick, all of whom are "Independent"
pursuant to the Nasdaq listing requirements. The Nominating/Governance Committee
has a charter in the form of governance guidelines which is available at our
website at www.pathfinderbank.com.
-----------------------
Among other things, the functions of the Nominating/Governance Committee
include the following:
- to lead the search for individuals qualified to become
members of the Board and to select director nominees to be
presented for shareholder approval;
- to review and monitor compliance with the requirements
for board independence; and
- to review the committee structure and make
recommendations to the Board regarding committee membership.
The Nominating/Governance Committee identifies nominees by first evaluating
the current members of the Board of Directors willing to continue in service.
Current members of the Board with skills and experience that are relevant to our
business and who are willing to continue in service are first considered for
re-nomination, balancing the value of continuity of service by existing members
of the Board with that of obtaining a new perspective. If any member of the
Board does not wish to continue in service, or if the Nominating/Governance
Committee or the Board decides not to re-nominate a member for re-election, or
if the size of the Board is increased, the Nominating/Governance Committee would
solicit suggestions for director candidates from all Board members. In addition,
the Nominating/Governance Committee is authorized by its charter to engage a
third party to assist in the identification of director nominees. The
Nominating/Governance Committee would seek to identify a candidate who, at a
minimum, satisfies the following criteria:
- has personal and professional ethics and integrity and whose
values are compatible with ours;
- has had experiences and achievements that have given him or
her the ability to exercise and develop good business judgment;
-10-
- is willing to devote the necessary time to the work of the
Board and its committees, which includes being available for
Board and committee meetings;
- is familiar with the communities in which we operate and/or
is actively engaged in community activities;
- is involved in other activities or interests that do not
create a conflict with his or her responsibilities to us and our
shareholders; and
- has the capacity and desire to represent the balanced, best
interest of our shareholders as a group, and not primarily a
special interest group or constituency.
The Nominating/Governance Committee will also take into account whether a
candidate satisfies the criteria for "independence" under the Nasdaq corporate
governance listing standards and, if a nominee is sought for service on the
Audit Committee, the financial and accounting expertise of a candidate,
including whether an individual qualifies as an Audit Committee Financial
Expert.
The Nominating/Governance Committee will consider candidates for the Board
of Directors recommended by shareholders. In order to make a recommendation to
the Board of Directors, a shareholder must own no less than 500 shares of the
corporation. Shareholders who are so qualified may send their recommendations to
our Corporate Secretary for forwarding to the Nominating/Governance Committee.
In light of the due diligence required to evaluate recommendations, said
recommendations for the Nominating/Governance candidate for the 2009 annual
meeting must be made by June 30, 2008.
Shareholders may submit the names of candidates to be considered by writing
to our Corporate Secretary, at 214 West First Street, Oswego, New York 13126.
The submission must include the following information:
- the name and address of the shareholder as it appears on our
books, and number of shares of our common stock that are owned
beneficially by such shareholder (if the shareholder is not a
holder of record, appropriate evidence of the shareholder's
ownership will be required).
- the name, address and contact information for the candidate,
and the number of shares of our common stock that are owned by
the candidate (if the candidate is not a holder of record,
appropriate evidence of the shareholder's ownership should be
provided).
- a statement of the candidate's business and educational
experience.
- such other information regarding the candidate as would be
required to be included in the proxy statement pursuant to SEC
Regulation 14A.
- a statement detailing any relationship between us and the
candidate.
- a statement detailing any relationship between the candidate
and any of our customers, suppliers or competitors.
- detailed information about any relationship or understanding
between the proposing shareholder and the candidate and
- a statement that the candidate is willing to be considered
and willing to serve as a director if nominated and elected.
The Nominating/Governance Committee will consider shareholder
recommendations made in accordance with the above similarly to any other nominee
proposed by any other source. We have not paid a fee to any third party to
identify or evaluate any potential nominees. Moreover, the Nominating/Governance
Committee has not received within the last year a recommended nominee from a
-11-
shareholder who beneficially owned more than five percent (5%) of the Company's
common stock for at least one (1) year, or from a group of shareholders owning
more than five (5%) percent of the common stock.
AUDIT COMMITTEE
The Audit Committee consists of Directors Manwaring, Nelson, Spencer and
Joyce. The Audit Committee meets on a periodic basis with the internal auditor
to review audit programs and the results of audits of specific areas, on
regulatory compliance issues, as well as to review information to further their
financial literacy skills. The Audit Committee meets with the Auditors to review
quarterly and annual filings, the results of the annual audit and other related
matters. The Chairman of the Audit Committee may meet with the Auditors on
quarterly filing issues in lieu of the entire committee. Each member of the
Audit Committee is "independent" as defined in the listing standards of Nasdaq
and SEC Rule 10A-3. Our Board of Directors has adopted a written charter for the
Audit Committee which is available on our website at www.pathfinderbank.com.
-----------------------
The Audit Committee maintains an understanding of our key areas of
financial risk and assesses the steps management takes to minimize and manage
such risks; selects and evaluates the qualifications and performance of the
Auditors, ensures that the internal and external auditors maintain no
relationship with management and/or us that would impede their ability to
provide independent judgment; oversees the adequacy of the systems of internal
control; reviews the nature and extent of any significant changes in accounting
principles; and oversees that management has established and maintained
processes reasonably calculated to ensure our compliance with all applicable
law, regulations, corporate policies and other matters contained in our Code of
Ethics which is available on our website at www.pathfinderbank.com. The Audit
----------------------
Committee has established procedures for the confidential, anonymous submission
by employees of concerns regarding accounting or auditing matters.
The Board of Directors of Pathfinder Bancorp, Inc. has determined that
Bruce E. Manwaring, chairman of the Audit Committee in 2005, 2006, and 2007
qualifies as a financial expert serving on the committee. Mr. Manwaring meets
the criteria established by the Securities and Exchange Commission.
The Board of Directors has also determined that Mr. Manwaring and all of
the Audit Committee members meet the definition of "Independent" as prescribed
by the Nasdaq listing requirements, and are all financially literate.
Audit And Related Fees
Beard Miller Company LLP billed us a total of $96,367 for the audit of our
2007 annual financial statements and for the review of the related Forms 10-Q.
During the fiscal year ended December 31, 2006, Beard Miller Company LLP billed
us a total of $89,061 for the audit of our 2006 annual financial statements and
its review of the related Forms 10-Q.
The Audit Committee considered whether the provision of non-audit services
was compatible with maintaining the independence of its Auditors. The Audit
Committee concluded that performing such services in 2007 did not affect the
auditors' independence in performing their function as independent registered
public accounting firm.
-12-
All Other Fees
Aggregate fees billed for non audit and audit related fees rendered by
Beard Miller Company LLP during the years ended December 31, 2007 and 2006 were
as follows:
2007 2006
--------------------------------------------------------------------
Recurring and non-recurring tax services $15,750 $15,000
All other fees $ 0 $ 0
Recurring and non-recurring tax services include assistance in connection
with the New York State Franchise tax examination.
Policy On Audit Committee Pre-Approval Of Audit And Non-Audit Services Of The
Independent Registered Public Accounting Firm
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the Auditors. These services may include audit services,
audit-related services, tax services and other services. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when expedition of services is necessary. The Auditors and management
are required to periodically report to the full Audit Committee regarding the
extent of services provided by the Auditors in accordance with this
pre-approval, and the fees for the services performed to date.
Audit Committee Report
In accordance with rules established by the SEC, the Audit Committee has
prepared the following report for inclusion in this proxy statement:
As part of its ongoing activities, the Audit Committee has:
- Reviewed and discussed with management our audited
consolidated financial statements for the year ended December 31,
2007;
- Discussed with the Auditors the matters required to be
discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended;
- Received the written disclosures and the letter from the
Auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed
with the Auditors their independence; and
- Considered the compatibility of non-audit services described
above with maintaining auditor independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in our Annual Report on Form 10-K for the year ended
December 31, 2007. The Audit Committee appointed Beard Miller Company LLP as
Auditors for 2008, which appointment the shareholders will be asked to ratify at
the Annual Meeting.
This report has been provided by the Audit Committee:
Messrs. Manwaring, Nelson, Spencer and Joyce
-13-
DIRECTORS' COMPENSATION
Each non-employee director receives an annual retainer of $9,500, a meeting
fee of $500 for each Board meeting attended and $300 for each committee meeting
attended. The Board Chair receives an additional retainer of $10,000. The
Audit Committee Chairman receives an additional retainer of $5,000 and the
chairman of all other committees receives an additional $100 for each committee
meeting in which they serve in the capacity of committee chairman. Employee
directors do not receive monthly meeting fees. We paid a total of $151,000 and
$160,800 in director fees during the year ending December 31, 2007 and 2006,
respectively.
Set forth below is director compensation for each of our non-employee
directors for the year ended December 31, 2007 and 2006.
----------------------------------------------------------------------------------------------------------------------------
DIRECTOR COMPENSATION
----------------------------------------------------------------------------------------------------------------------------
CHANGE IN
PENSION VALUE
AND NON-
QUALIFIED
NON-EQUITY DEFERRED
FEES EARNED STOCK OPTIONS INCENTIVE PLAN COMPENSATION ALL OTHER
OR PAID IN AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
NAME CASH ($) ($) ($) ($) ($) ($) ($)
---------------------- ------------- -------- --------- ---------------- --------------- -------------- --------
Chris R. Burritt 2007 $ 23,700 $ - $ - $ - $ 29,676 $ - $ 53,376
2006 22,200 - - - 24,790 - 46,990
George P. Joyce 2007 25,700 - - - 3,866 - 29,566
2006 24,800 - - - 2,618 - 27,418
Bruce E. Manwaring 2007 27,700 - - - 27,255 - 54,955
2006 22,200 - - - 31,811 - 54,011
L. William Nelson, Jr. 2007 24,900 - - - 31,880 - 56,780
2006 21,700 - - - 26,787 - 48,487
Janette Resnick 2007 38,500 - - - - - 38,500
2006 33,900 - - - - - 33,900
Corte J. Spencer 2007 21,600 - - - 15,147 - 36,747
2006 22,000 - - - 12,898 - 34,898
Steven W. Thomas 2007 23,000 - - - 3,866 - 26,866
2006 22,300 - - - 2,618 - 24,918
Lloyd "Buddy" Stemple 2007 15,900 - - - - - 15,900
2006 17,300 - - - - - 17,300
Director fees are reviewed annually by the Compensation Committee for
recommendation to the Board of directors. The committee reviews relevant peer
group data similar to that used in the executive compensation review. The
Committee believes that an appropriate compensation is critical to attracting,
retaining and motivating directors who have the qualities necessary to direct
the Company. A director may elect to defer a portion of fees pursuant to a
Deferred Compensation Plan.
-14-
TRANSACTIONS WITH CERTAIN RELATED PERSONS
There were no transactions or series of transactions since the beginning of
the Company's last fiscal year or any currently proposed transaction where the
Company was or is a participant and the amount involved exceeds $120,000, and in
which any related person had or will have a direct or indirect material
interest.
The Sarbanes-Oxley Act of 2002 generally prohibits an issuer from (i)
extending or maintaining credit; (ii) arranging for the extension of credit; or
(iii) renewing an extension of credit in the form of a personal loan for an
officer or director. There are several exceptions to this general prohibition,
however, one of which is applicable to us. Namely, this prohibition does not
apply to loans made by a depository institution that is insured by the FDIC and
is subject to the insider lending restrictions of the Federal Reserve Act. The
Company's subsidiary has made loans to each of the following Officers and/or
Directors or their immediate families: Steven W. Thomas, James Dowd, Bruce
Manwaring, Chris Burritt, Melissa Miller, George Joyce, L. William Nelson,
Edward A Mervine, Thomas Schneider, Corte Spencer and Lloyd Stemple. All of
these loans to our directors and officers by the Bank are made in conformity
with the Federal Reserve Act and regulations promulgated thereunder.
All transactions between us and our executive officers, directors, holders
of 10% or more of the shares of its common stock and affiliates thereof, are on
terms no less favorable to us than could have been obtained by it in
arm's-length negotiations with unaffiliated persons, or are available to all
employees as a benefit. Such transactions must be approved by a majority of
independent outside directors of ours not having any interest in the
transaction, pursuant to our Code of Ethics.
SHAREHOLDER COMMUNICATIONS
The Board of Directors has established a process for shareholders to send
communications to a director by either United States mail or electronic mail.
Any shareholder who desires to communicate directly with our directors should
send their communication to Board of Directors, Pathfinder Bancorp, Inc., 214
West First Street, Oswego, New York 13126 or by email to
directors@pathfinderbank.com. The communication should indicate that the author
is a shareholder and if shares are not held of record, should include
appropriate evidence of stock ownership. Depending on the subject matter,
management will:
- Forward the communication to the Director or Directors to
whom it is addressed;
- Attempt to handle the inquiry directly, for example where it
is a request for information about us or it is a stock-related
matter; or
- Not forward the communication if it is primarily commercial
in nature, relates to an improper or irrelevant topic, or is
unduly hostile, threatening, illegal or otherwise inappropriate.
At each Board meeting, management shall present a summary of all
communications received since the last meeting that were not forwarded and make
those communications available to the Directors.
CODE OF ETHICS
We have adopted a Code of Ethics that is applicable to our officers,
directors and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. The Code of Ethics is available on our website at
www.pathfinderbank.com. Amendments to and waivers from the Code of Ethics will
also be disclosed on our website.
-15-
--------------------------------------------------------------------------------
PROPOSAL 2 -RATIFICATION OF APPOINTMENT OF AUDITORS
--------------------------------------------------------------------------------
The Audit Committee has approved the engagement of Beard Miller Company LLP
to be our independent registered public accounting firm for 2008. At the Annual
Meeting, shareholders will consider and vote on the ratification of the
engagement of Beard Miller Company LLP, for the year ending December 31, 2008. A
representative of Beard Miller Company LLP, is expected to attend the Annual
Meeting to respond to appropriate questions and to make a statement if he so
desires.
In order to ratify the selection of Beard Miller Company LLP, as our
independent registered public accounting firm for 2008 the proposal must receive
at least a majority of the votes cast, either in person or by proxy, in favor of
such ratification. The Audit Committee and the Board of Directors recommends a
vote "FOR" the ratification of Beard Miller Company LLP, as Auditors for 2008.
--------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such meeting must be received at our executive office, 214 West First Street,
Oswego, New York 13126, no later than December 1, 2008. Any such proposals shall
be subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment. The
Board of Directors intends to exercise its discretionary authority to the
fullest extent permitted under the Securities Exchange Act of 1934.
Our Bylaws provide an advance notice procedure for certain business, or
nominations to the Board of Directors, to be brought before an annual meeting.
In order for a shareholder to properly bring business before an annual meeting,
or to propose a nominee to the Board, the shareholder must give written notice
to our Corporate Secretary at least five (5) days before the date fixed for such
meeting. The notice must include the shareholder's name, record address, and
number of shares owned by the shareholder, describe briefly the proposed
business, the reasons for bringing the business before the annual meeting, and
any material interest of the shareholder in the proposed business.
In the case of nominations to the Board, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
us to include in its proxy statement and proxy relating to an annual meeting any
shareholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.
-16-
--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by us. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
common stock. In addition to solicitations by mail, our directors, officers and
regular employees may solicit proxies personally or by telegraph or telephone
without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Edward A. Mervine
Secretary
Oswego, New York
April 4, 2008
-17-
PLEASE MARK VOTES
AS IN THIS EXAMPLE
| X |
REVOCABLE PROXY
PATHFINDER BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 30, 2008
The undersigned hereby appoints the full Board of Directors, with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Shareholders ("Meeting") which will be held at
Patz Restaurant, 6 East First Street, Oswego, New York on April 30, 2008 at
10:00 a.m., Eastern Time. The Board of Directors is authorized to cast all votes
to which the undersigned is entitled as follows:
1) The election as directors of all nominees listed below
(except as marked to the contrary below)
For All
For Withhold Except
|__| |__| |__|
Thomas W. Schneider
Chris R. Burritt
INSTRUCTION: To withhold your vote for one or more nominees, write the name of
the nominee(s) on the lines below.
_____________________________________
_____________________________________
2) The ratification of Beard Miller Company LLP as independent
auditors for the year ending December 31, 2008.
For Against Abstain
|__| |__| |__|
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING |__|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS
DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
PROPOSITIONS STATED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING,
THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES AT THE DIRECTION OF A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY IN THE BOX BELOW.
DATE
--------------------------------------------------------------------------------
SHAREHOLDER SIGN ABOVE_________CO-HOLDER (IF ANY) SIGN ABOVE
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
PATHFINDER BANCORP, INC.
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the shareholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Shareholders, or by the filing of a later proxy statement
prior to a vote being taken on a particular proposal at the Meeting.
The above signed acknowledges receipt from the Company prior to the
execution of this proxy of Notice of the Meeting, Annual Report containing
financial statements, and a proxy statement dated April 4, 2008.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give full title.
If shares are held jointly, each should sign.
PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
----------------------------
----------------------------