Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On April 14, 2022, Thomas W. Schneider resigned as President, Chief Executive


     Officer and director of Pathfinder Bancorp, Inc. (the "Company") and its bank
     subsidiary, Pathfinder Bank (the "Bank"). Mr. Schneider will assume the new
     position of Director of Capital Markets and Corporate Strategy of the
     Company.


(c) On April 14, 2022, the Boards of Directors of the Company and the Bank


     appointed James A. Dowd as Interim President and Chief Executive Officer of
     the Company and the Bank. Mr. Dowd, age 54, joined the Bank in 1994 as
     Controller and was promoted to Chief Financial Officer in 2000. In 2017, he
     was promoted to his former position as Executive Vice President and Chief
     Operating Officer of the Company and the Bank. For a description of
     transactions between the Bank and Mr. Dowd (all residential loans), please
     see the section entitled "Transactions with Certain Related Persons" in the
     Company's definitive proxy statement filed with the Securities and Exchange
     Commission on March 30, 2022. Mr. Dowd's compensatory arrangements with the
     Company and the Bank remain the same and are described in the section
     entitled "Compensation of Our Named Executive Officers" in the Company's
     definitive proxy statement filed with the Securities and Exchange Commission
     on March 30, 2022.


(e) On April 14, 2022, the Company entered into a new employment agreement (the


     "New Agreement") with Thomas W. Schneider pursuant to which he would become
     the Director of Capital Markets and Corporate Strategy of the Company.  The
     New Agreement cancels and supersedes Mr. Schneider's existing employment
     agreement dated December 23, 2008 (the "2008 Agreement"), including any
     rights or benefits to which he was entitled under the 2008 Agreement.  The
     New Agreement has a term of two years and provides for an annual base salary
     of $360,000, payable biweekly and such other standard benefits as are
     provided to other exempt employees of the Company and the Bank.  In addition,
     Mr. Schneider will also be eligible to earn a one-time bonus of $100,000
     based on terms and conditions specified by the Board of Directors and will be
     entitled to a monthly vehicle stipend of $1,000.  If Mr. Schneider is
     terminated without cause during the term of the New Agreement, he will be
     entitled to the base salary payable in equal monthly installments over the
     remaining term of the New Agreement, reduced by applicable deductions and
     withholdings, provided he enters into and does not revoke a general release
     of claims.  The New Agreement also contains a covenant not to compete or
     solicit the Company's or the Bank's business, customers or employees for a
     period of one year after Mr. Schneider's termination of employment.


The foregoing description of Mr. Schneider's New Agreement is qualified in its entirety by reference to the copy of the employment 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 8.01 Other Events

On April 14, 2022, the Company issued a press release announcing the Company's leadership transition, a copy of which is attached herewith as Exhibit 99.1.

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 Employment Agreement by and between Pathfinder Bancorp,
               Inc. and Thomas W. Schneider, dated April 14, 2022

                 99.1 Press Release, dated April 14, 2022
               104 Cover Page Interactive Data File (embedded in the cover page
               formatted in Inline XBRL)

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