Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

(e) On September 28, 2022, Pathfinder Bancorp, Inc. (the "Company"), on behalf of


     itself, Pathfinder Bank and any other affiliates or subsidiaries
     (collectively, "Pathfinder"), entered into a Separation Agreement and Release
     ("Agreement") with Thomas W. Schneider ("Mr. Schneider"), the Company's
     former Director of Capital Markets and Corporate Strategy, pursuant to which
     the Company and Mr. Schneider set forth certain rights, covenants and
     responsibilities between the parties, following Mr. Schneider's resignation
     from employment with the Company, which occurred on September 7, 2022.  The
     Agreement includes a general release of claims by Mr. Schneider and in favor
     of Pathfinder and its current and former directors, officers, employees,
     associates and other enumerated affiliates, subject to a 7-day revocation
     period beginning on the date of the Agreement.  The Agreement will become
     effective on the 8th calendar day after Mr. Schneider signs the agreement
     (the "Effective Date").

Pursuant to the Agreement, and in consideration for Mr. Schneider's commitments and releases set forth therein, the Company will pay Mr. Schneider Sixty-Thousand Dollars ($60,000), less applicable taxes, withholding and deductions, within 15 days after the Effective Date. Under the Agreement, Mr. Schneider is entitled to elect COBRA coverage, and if so elected, Mr. Schneider will receive health and dental coverage under the Company's health and dental plans and the Company will pay the full amount of such coverage through November 30, 2022.

The Agreement also includes non-disparagement, non-disclosure and non-solicitation provisions and sets forth remedies for breach. Under the Agreement, Mr. Schneider also agrees to make himself available to cooperate with reasonable requests for information relating to his prior position as Director of Capital Markets and Corporate Strategy and to reasonably cooperate with Pathfinder and its counsel in connection with litigation and investigations brought by third parties, if any, and Pathfinder will reimburse Mr. Schneider for his reasonable expenses associated with the foregoing.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Agreement that is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.






 (a)         Financial statements of businesses acquired.  None.

 (b)         Pro forma financial information.  None.

 (c)         Shell company transactions. None.

 (d)         Exhibits.
               10.1      Separation Agreement and General Release by and between
                       Pathfinder Bancorp, Inc. and Thomas W. Schneider, dated
                       September 28, 2022
             104       Cover Page Interactive Data File (embedded in the cover
                       page formatted in Inline XBRL)

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