Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On
Officer and director ofPathfinder 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
appointedJames 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 andMr. Dowd (all residential loans), please see the section entitled "Transactions with Certain Related Persons" in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onMarch 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 theSecurities and Exchange Commission onMarch 30, 2022 .
(e) On
"New Agreement") withThomas W. Schneider pursuant to which he would become the Director of Capital Markets and Corporate Strategy of the Company. The New Agreement cancels and supersedesMr. Schneider's existing employment agreement datedDecember 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 . IfMr. 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 afterMr. Schneider's termination of employment.
The foregoing description of
Item 8.01 Other Events
On
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 betweenPathfinder Bancorp, Inc. andThomas W. Schneider , datedApril 14, 2022 99.1 Press Release, datedApril 14, 2022 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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