☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

We cordially invite you to attend the Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. The Annual Meeting will be held at the Lake Ontario Conference and Events Center, 24 East First Street, Oswego, NY 13126 at 10:00 a.m., Eastern Time, on May 13, 2022. We are pleased that this year’s Annual Meeting will be conducted solely online via live webcast. There is no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: ~~www.meetnow.global/MY9FFMD~~June 1, 2023.~~. There is no password requirement for this meeting. Please note that this virtual meeting service is not supported by Internet Explorer.~~

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, 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 ~~six~~five directors and the appointment of Bonadio & Co., LLP, as our independent registered public accounting firm for the year ending December 31, ~~2022.~~2023.

For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” the election of the nominated directors and “FOR” the ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, ~~2022.~~2023.

On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card as soon as possible, or vote by telephone or internet as directed on our Proxy Card enclosed, even if you currently plan to attend the Annual Meeting. This will not prevent you from voting at the Annual Meeting, 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.

Pathfinder Bancorp, Inc.

214 West First Street

Oswego, New York 13126

(315) 343-0057

Notice is hereby given that the Annual Meeting of Pathfinder Bancorp, Inc. will be held at The Lake Ontario Conference and Events Center, 24 East First Street, Oswego, NY 13126 at 10:00 a.m., Eastern Time, on May 13, 2022. This year’s Annual Meeting will be conducted solely online via live webcast. There is no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: ~~www.meetnow.global/MY9FFMD~~. There is no password requirement for this meeting. Please note that this virtual meeting service is not supported by Internet Explorer. Details regarding how to participate in the meeting online are more fully described in the accompanying proxy statement.June 1, 2023.

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 24, 2022~~April 12, 2023 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 OR VOTE BY TELEPHONE OR INTERNET AS DIRECTED ON OUR PROXY CARD ENCLOSED. 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 ~~ELECTRONICALLY~~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 ~~REGISTER IN ADVANCE TO ATTEND~~VOTE PERSONALLY AT THE ANNUAL ~~MEETING VIRTUALLY ON~~ MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

THE ~~INTERNET. OUR~~NOTICE AND PROXY STATEMENT, ANNUAL REPORT TO SHAREHOLDERS, FORM 10-K AND PROXY CARD ARE AVAILABLE ON THE INTERNET AT WWW.PATHFINDERBANK.COM/ANNUALMEETING. IF YOU NEED DIRECTIONS TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, PLEASE CALL US AT 315-207-8017.

IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

Pathfinder Bancorp, Inc.

214 West First Street

Oswego, New York 13126

(315) 343-0057

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Pathfinder Bancorp, Inc. (the “Company”) to be used at our Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at the Lake Ontario Conference and Events Center, 24 East First Street, Oswego, NY 13126 on ~~May 13, 2022~~June 1, 2023 at 10:00 a.m., Eastern Time, and all adjournments of the Annual Meeting. The accompanying notice of Annual Meeting and this proxy statement are first being mailed to shareholders on or about April ~~8, 2022.~~

The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on March 24, 2022 (the “Record Date”), or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. If you are unable to access the virtual meeting and need assistance finding a place to access the Annual Meeting on the internet, please contact the Company at 315-207-8039 ~~prior to May 10, 2022~~.

~~You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting~~ ~~www.meetnow.global/MY9FFMD~~. There is no password requirement for this meeting. Please note that this virtual meeting service is not supported by Internet Explorer. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your proxy card or on the instructions that accompanied your proxy materials. The online meeting will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement. 27, 2023.

Holders of record of our voting common stock, par value $0.01 per share, as of the close of business on ~~the Record Date,~~April 12, 2023 (the "Record Date"), are entitled to one vote for each share they own. As of the Record Date, we had ~~4,603,184~~4,651,829 shares of voting common stock outstanding. The presence at the Annual Meeting or by proxy of a majority of the outstanding shares of voting 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 for non-discretionary voting items such as the election of directors, 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, but will not be considered as votes cast as to the matters to be considered.

As to the election of directors, shareholders may cast their votes “For” or “Withhold.” As to the ratification of our independent registered public-accounting firm, shareholders may cast their votes “For,” “Against” or ~~“Abstain.~~“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 or by proxy, without regard to broker non-votes or proxies as to which shareholders abstain, is required for the ratification of Bonadio & Co., LLP as our independent registered public accounting firm (the “Auditors”) for the year ending December 31, ~~2022.~~2023.

In accordance with the provisions of our Articles of Incorporation, record holders of common stock who beneficially own in excess of 10% of the outstanding shares of our voting common stock (the “Limit”) are not entitled to any vote with respect to the shares held in excess of the Limit unless approved by our Board of Directors. Our Articles of Incorporation authorize the Board of Directors (i) to make all determinations necessary to implement and apply the Limit, including determining whether

persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own stock in excess of the Limit supply information to us to enable the Board of Directors to implement and apply the Limit. However, pursuant to our Articles of Incorporation, our employee stock ownership plan will not be deemed to beneficially own any “over the limit Company stock” held under such plan. Castle Creek Capital Partners VII, L.P. has been approved by the Board of Directors to vote shares held in excess of the Limit.

If you participate in the Pathfinder Bank (“Pathfinder Bank” or the “Bank”) Employee Stock Ownership Plan (the “ESOP”), you will receive a voting instruction card so that you may direct the trustee to vote on your behalf under the plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of voting common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of Pathfinder Bancorp, Inc. common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. The deadline for returning your ESOP voting instructions is May ~~4, 2022.~~22, 2023.

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the proxy card that you received.

~~If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.~~

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 11, 2022.

~~You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:~~

The Company will pay all costs relating to the solicitation of proxies. Proxies may be solicited by officers, directors, and staff members of the Company personally, by mail, by telephone, or by other electronic means. The Company will also reimburse brokers, custodians, nominees, and fiduciaries for reasonable expenses in forwarding proxy materials to beneficial owners of the Company’s stock.

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 in favor of all proposals. 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.

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. The presence at the Annual Meeting of any shareholder who had returned a proxy will not revoke the proxy unless the shareholder ~~votes electronically~~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 ~~must register~~will need appropriate documentation from your record holder to vote in ~~advance following~~person at the ~~instructions described above.~~Annual Meeting.

In accordance with our 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 have questions, 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 of the matters to be considered at the Annual Meeting.

The Company does not have a policy regarding the attendance of Board members at the Annual Meeting, although all are encouraged to attend. ~~Eight~~Five directors attended the ~~2021~~2022 Annual Meeting.

The Board of Directors is not aware of any business to come before the Annual Meeting other than the matters described in this 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 Maryland Law and the Securities Exchange Act of 1934.

The Company has elected to prepare this Proxy Statement and other annual and periodic reports as a “Smaller Reporting Company” consistent with rules of the Securities and Exchange Commission.

The primary risks facing the Bank, as the operating subsidiary of the Company, are interest rate risk, liquidity risk, investment risk, credit risk, risks associated with inadequate allowance for loan losses, cyber security risks, competitive risks and regulatory risks. While the full Board is actively engaged in monitoring all of the noted risks, we have further assigned specific responsibilities to Board Committees for detailed review. The Asset/Liability Committee, with the assistance of professional consultants, monitors interest rate risk, investment risk and liquidity risk. The ~~Executive/~~Directors' Loan Committee, with the assistance of a professional loan review consultant, monitors the credit risks and risks associated with allowance for loan losses. The Technology Steering Committee, with the assistance of professional experts, monitors and responds to cyber risks. In addition, we purchase internet liability and other insurance to protect us against cyber security risks. The Audit/Compliance Committee monitors regulatory risks. Every member of our Board engages in continuing education in an effort to monitor Enterprise Risk Management issues so that they can effectively engage in their oversight role.

Our common stock is listed on the NASDAQ Capital Market. The Board of Directors has determined that all of its directors, with the exception ~~of Mr. Schneider and~~ Mr. Funiciello, are “independent” pursuant to NASDAQ’s listing requirements. Director nominee James A. Dowd would not be an independent director because he is President and Chief Executive Officer of the Company. In

evaluating the independence of our independent directors, we considered the following transactions between us and our independent directors during ~~2021~~2022 that are not required to be disclosed under “Transactions with Certain Related Persons:”

Our Board of Directors has determined that ~~these transactions~~this transaction did not impair the independence of the named ~~directors.~~director. Our independent directors hold executive sessions no less than twice a year.

Although the Nominating Committee does not have a formal policy with regard to the consideration of diversity in identifying a director nominee, diversity is considered in our review of candidates. The Nominating Committee hopes to continue to diversify our Board membership. As considered by our Board, d~~iversity~~diversity includes not only gender and ethnicity, but the various perspectives that come from having differing viewpoints, geographic and cultural backgrounds, and life experiences. Our current Diversity Matrix Chart can be found on our website at https://ir.pathfinderbank.com.

Persons and groups who beneficially own in excess of 5% of the Company's voting common stock are required to file Schedule 13G or Schedule 13D reports with the Securities and Exchange Commission (the “SEC”) regarding such ownership. The following table sets forth, as of the date of the most recent reports, the shares of voting common stock beneficially owned by each person or entity that was the beneficial owner of more than 5% of our outstanding shares of voting 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.

The following table represents the ownership of our Schedule 13D and 13G filers as of the Record Date:

The following table sets forth as of the Record Date, the shares of common stock beneficially owned by director nominees, directors, executive officers and other management for whom we file Section 16 reports.

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. Diversifying our board membership is also an important consideration.

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 Company. 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 candidates for the ~~2023~~2024 annual meeting must be received by the Nominating/Governance Committee by June 30, ~~2022.~~2023.

Shareholders may submit the names of candidates to be considered in writing to our Corporate Secretary, at 214 West First Street, Oswego, New York 13126. The submission must include the following information:

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 any shareholder.

The Compensation Committee meets periodically to review the performance of officers and to determine compensation programs and adjustments. The entire Board of Directors ratifies the recommendations of the Compensation Committee. In the year ended December 31, ~~2021,~~2022, the members of the Compensation Committee were Directors Gagas, Ayoub, Barclay, Burritt, Littlejohn, Sharkey and Stemple. All of these directors are “independent” pursuant to NASDAQ listing requirements. The Compensation Committee met five times during the year ended December 31, ~~2021.~~2022. The Compensation Committee has a charter which is available at the Corporate Information page at our website at https:/ir.pathfinderbank.com.

Any shareholder who wishes to communicate directly with a member of the compensation committee should do so by e-mail to compcommittee@pathfinderbank.com.

In ~~2021,~~2022, the Audit Committee consisted of Directors Ayoub, Burritt, Littlejohn, Sharkey, and ~~Sharkey.~~Stemple. 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 independent registered public accounting firm 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. The Audit Committee met five times in ~~2021.~~2022. Each member of the Audit Committee is “independent” as defined in the listing standards of NASDAQ and SEC Rule 10A(m)-3. Our Board of Directors has adopted a written charter for the Audit Committee which is available at the Corporate Information page on our website at https://ir.pathfinderbank.com. The Audit Committee maintains an understanding of our key areas of risk and assesses the steps management takes to minimize and manage such risks and:

The Audit Committee has established procedures for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters.

The Board of Directors has determined that Mr. Ayoub qualifies as an Audit Committee financial expert serving on the committee. Mr. Ayoub meets the criteria established by the Securities and Exchange Commission.

Pathfinder Bank, the operating subsidiary of the Company has an Asset/Liability Committee. The purpose of the committee is to oversee the asset/liability, interest rate risk, liquidity, capital adequacy, funds management and investment functions of the Bank. Members in ~~2021~~2022 consisted of Directors Stemple, Ayoub, Burritt, Funiciello, Gagas and Sharkey. The committee met four times in ~~2021,~~2022, each time ~~being assisted by~~with the assistance of a professional consultant in ALCO matters.

Pathfinder Bank’s most significant asset is its loan portfolio. The loan portfolio produces most of the Bank’s revenue but also exposes the Bank to credit and interest rate risk. The ~~Executive/~~Director's Loan Committee is primarily responsible for monitoring this asset. All of the board of directors are members of the committee. The committee meets generally every other week to respond to customer demands. ~~In addition, the Executive Loan Committee has the authority to make some decisions on behalf of the whole Board when expediency is required.~~

Pathfinder Bank and the Company have a number of other standing and adhoc committees such as Strategic ~~Planning,~~Advisory, Facilities and Technology Steering, etc. Board members are encouraged to, and do, attend various committee meetings even if they are not official members in order to get a broader understanding of Bank operations and to give Bank management the benefit of their experience.

As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis (“CD&A”) under Item 402(b) of Regulation S-K. Nevertheless, we do want our shareholders to understand our compensation policies and procedures so we incorporate many, but not all, of the required disclosures of a full CD&A.

Our Compensation Philosophy. The Company’s ability to attract and retain talented employees and executives with skills and experience is essential to providing value to its shareholders. The Company seeks to provide fair and competitive compensation to its employees (including the Named Executive Officers described below) by providing the type and amount of compensation consistent with our peers. We also seek to drive performance through short-term incentive compensation and to align our executives’ interest with shareholders with appropriate equity awards.

Compensation Best Practices. Our compensation program is designed to retain and reward our Named Executive Officers by aligning their compensation with short-term and long-term performance. Toward that end, we use the following compensation best practices:

Compensation Program Elements. The Compensation Committee, with the assistance of our consultants, when engaged, has incorporated the following elements into the corporate program to meet the documented corporate philosophy:

Role of the Compensation Committee and Consultants. The Compensation Committee annually reviews the performance of the CEO 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 the compensation of an officer, the Compensation 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. The CEO recommends to the Compensation Committee, compensation arrangements for the Executive Vice Presidents and Senior Vice Presidents. He does not recommend compensation arrangements for himself or Board members.

While the Compensation Committee and the Board of Directors do not use strict numerical formulas to determine changes in compensation for the CEO, Executive Vice Presidents and Senior Vice Presidents, and while they weigh a variety of different factors in their deliberations, both company-wide and individually-based performance objectives are used in determining the compensation of the CEO, Executive Vice Presidents and Senior Vice Presidents. Company-wide performance objectives emphasize earnings, profitability, earnings contribution to capital, capital strength, asset quality, and return on equity which are customarily used by similarly-situated financial institutions in measuring performance. Individually-based performance objectives include non-quantitative factors considered by the Compensation Committee and the Board of Directors such as general management oversight of the Company, the quality of communication with the Board of Directors, the productivity of employees and execution of the Bank’s Strategic Plan. Finally, the Compensation Committee and the Board of Directors considers the standing of the Company with customers and the community, as evidenced by customer and community complaints and compliments.

Generally, the Company retains a compensation consultant ~~triannually~~triennially coincident with our “Say-on-Pay” vote. Accordingly, in late 2020, the Compensation Committee retained the services of McLagan Partners, Inc. (McLagan) as its independent compensation advisor. McLagan’s report benchmarked senior executive pay, including our Named Executive Officers, against the same pay of the same officers of our peers in the following areas: base salary; annual short-term incentives and long-term incentive compensation. Survey data was also available to supplement the public disclosures of our peers. Since we will have our next “Say-on-Pay” vote in 2024, a compensation consultant will be retained in 2023.

Summary Compensation Table. The following table shows the compensation of James A. Dowd, who was appointed as our Interim President and Chief Executive Officer effective April 15, 2022 and as our President and Chief Executive Officer effective March 29, 2023 and for Thomas W. Schneider, our ~~principal executive officer,~~former President and Chief Executive Officer for the period of January 1, 2022 through April 14, 2022, along with the two other most highly compensated executive officers (“Named Executive Officers”) that received total compensation of $100,000 or more during the past fiscal year for services to Pathfinder Bancorp, Inc. or any of its subsidiaries. The table includes the compensation awarded, paid to, or earned by, our Named Executive Officers during the years ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

(5)

The compensation for Thomas Schneider reflects the ~~term~~time period of January 1 through April 14, 2022, at which time he resigned as President and Chief Executive Officer of the ~~agreement following:~~

~~the failure to elect or re-elect or to appoint or re-appoint him to his executive position;~~

~~the failure to nominate him to be elected or re-elected~~Company. This compensation also reflects Mr. Schneider's services as ~~a director~~Director of ~~the Bank or the Company;~~

~~a material change in his functions, duties, or responsibilities, which change would cause his position to become one of lesser responsibility, importance or scope;~~

~~the liquidation or dissolution~~Capital Markets and Corporate Strategy of the Company orfrom April 15, 2022 until September 7, 2022, at which time he resigned from the ~~Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect his status;~~

Company.


			Employee Savings Plan Company Contribution		Automobile Expense Reimbursement		Club Dues		Life Insurance Premium		ESOP Allocation (1)		Severance (2)		Supplemental Executive Retirement Plan		Total
Named Executive	Year		($)		($)		($)		($)		($)		($)		($)		($)
James A. Dowd		2022		20,642		22,274		4,050		76		21,949				34,214		103,205
Thomas W. Schneider (3)		2022		22,177		9,835	─		─		─			61,220	─			93,232
Ronald Tascarella		2022		16,592	─		─			76		16,841				34,214		67,723
Walter F. Rusnak		2022		16,877	─		─			76		13,833			─			30,786

(1)

~~a relocation~~The ESOP value is calculated based on the Company’s stock price of ~~his principal place of employment by more than 30 miles from its location~~$19.14 per share as of ~~the date of the agreements or;~~

December 31, 2022.

(2)

~~a material breach of the agreements~~The severance compensation includes COBRA payments made for Thomas Schneider by the Company orthrough December 31, 2022.

(3)

The compensation for Thomas Schneider reflects the ~~Bank.~~

time period of January 1 through April 14, 2022, at which time he resigned as President and Chief Executive Officer of the Company. This compensation also reflects Mr. Schneider's services as Director of Capital Markets and Corporate Strategy of the Company from April 15, 2022 until September 7, 2022, at which time he resigned from the Company.

Mr. Schneider will be entitled to a severance payment equal to three times the sum of his base salary and the highest rate of bonus awarded to him during the prior three years, payable as a single cash lump sum distribution within 30 days following his date of termination. In addition, the Company or the Bank will continue to provide him with continued life insurance and non-taxable medical and dental coverage for 36 months.

If he voluntarily resigns from his employment with the Company and the Bank, (without the occurrence of the specified circumstances listed above) the Board will have the discretion to provide severance pay to him, provided, however, that such amount does not exceed three times the average of the executive’s three preceding years’ base salary, including bonuses, any other cash compensation paid during such years, and the amount of contributions made on behalf of him to any employee benefit plans maintained by the Company or the Bank during such years.

Upon the occurrence of a change in control of the Company or the Bank followed by the Mr. Schneider’s termination of employment for any reason, other than for cause, he will be entitled to receive a single cash lump distribution equal to 2.99 times his average base salary over the previous five years, including bonuses, any other cash compensation paid to him during such years, and the amount of contributions made on behalf of him to any employee benefit plans maintained by the Company or the Bank during such years. In addition, the Company or the Bank will continue to provide him with continued life insurance and non-taxable medical and dental coverage for 36 months. In the event payments made to him include an “excess parachute payment,” as defined in Section 280G of the Internal Revenue Code, the payment will be reduced by the minimum dollar amount necessary to avoid this result. Should he become disabled, he would be entitled to receive his base salary for one year, where the payment of base salary will commence within 30 days from the date he is determined to be disabled, and will be payable in equal monthly installments.

Upon his voluntary resignation from employment (without the occurrence of the specified circumstances listed above) he agrees not to compete with the Company or the Bank for one year following his resignation.

Change of Control Agreements. The Company and Pathfinder Bank have entered into Change of Control Agreements with James A. Dowd, ~~and~~ Ronald Tascarella and Walter F. Rusnak which provide certain benefits ~~to them should they be “dismissed”~~in the event of the executive's "dismissal" from employment within a twelve-month period following a change of control of the Company or the Bank. Although “dismissal” does not include a termination for cause or voluntary termination, it does include the executive’s resignation as a result of:

•

a material change in the executive’s functional duties or responsibilities which would cause the executive’s position to become one of lesser responsibility, importance of scope;

•

a relocation of the executive’s principal place of employment by more than 30 miles from its location as of the date of the agreement, or

•

a material reduction in the benefits to the executive as of the date of the agreement.

In the event of such dismissal, the executive, or(or his beneficiary should he die subsequent to the ~~dismissal,~~dismissal), is entitled to a lump sum payment equal to two times the executive’s most recent annual base salary plus bonuses and any other cash compensation paid to the executive within the most recent twelve (12) month period. The executive is also entitled to continued life, medical

and dental coverage for a period of twenty-four (24) months subsequent to the dismissal, and will become fully vested in any stock option plans, deferred compensation plans, or restricted stock plans in which he participates.

Separation Agreement. On September 28, 2022, the Company, on behalf of itself, Pathfinder Bank and any other affiliates or subsidiaries entered into a Separation Agreement and Release with Thomas W. 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 Separation Agreement includes a general release of claims by Mr. Schneider and in favor of the Company and its current and former directors, officers, employees, associates and other enumerated affiliates.

Pursuant to the Separation Agreement, and in consideration for Mr. Schneider’s commitments and releases set forth therein, the Company paid Mr. Schneider $60,000, less applicable taxes, withholding and deductions. Under the Separation Agreement, Mr. Schneider received health and dental coverage under the Company’s health and dental plans and the Company paid the full amount of such coverage through December 31, 2022. Mr. Schneider received additional Cobra coverage until March 31, 2023.

The Separation Agreement also includes non-disparagement, non-disclosure and non-solicitation provisions and sets forth remedies for breach. Under the Separation 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 the Company and its counsel in connection with litigation and investigations brought by third parties, if any, and the Company will reimburse Mr. Schneider for his reasonable expenses associated with the foregoing.

Defined Contribution Supplemental Retirement Income Agreements. The Bank adopted a Supplemental Executive Retirement Plan (the “SERP”), effective January 1, 2014. The SERP benefits certain key senior executives of the Bank who are selected by the Board to ~~participate, including our Named Executive Officers.~~participate. The SERP is intended to provide a benefit from the Bank upon retirement, death, disability or voluntary or involuntary termination of service (other than “for cause”), subject to the requirements of Section 409A of the Internal Revenue Code. Accordingly, the SERP obligates the Bank to make a contribution to each executive’s account on the last business day of each calendar year. In addition, the Bank may, but is not required to, make additional discretionary contributions to the executive’s accounts from time to time. All executives currently participating in the SERP are fully vested in the Bank’s contribution to the plan. In the event the executive is terminated involuntarily or resigns for good reason within 24 months following a change in control, the Bank is required to make additional annual contributions equal to the lesser of the contributions required for: (1) three years or (2) the number of years remaining until the executive’s benefit age, subject to potential reduction to avoid an excess parachute payment under Code Section 280G. In the event of the executive’s death, disability or termination within 24 months after a change in control, the executive’s account will be paid in a lump sum to the executive or his beneficiary, as applicable. In the event the executive is entitled to a benefit from the SERP due to retirement or other termination of employment, the benefit will be paid either in a lump sum or in monthly installments for 10 years as detailed in the executive’s participant agreement. In 2021, Thomas W. Schneider received a withdrawal of his entire account balance under the SERP due to an unforeseeable emergency. Following the withdrawal, Mr. Schneider will no longer be a participant in the SERP.The only Named Executive Officers who have Defined Contribution Supplemental Retirement Income Agreements are James A. Dowd and Ronald Tascarella.

Executive Deferred Compensation Plan. Pathfinder Bank maintains an Executive Deferred Compensation Plan for a select group of management employees. A participant in the plan is eligible to defer, on a monthly basis, a percentage of compensation received from the Bank, up to $750. The participant’s deferred compensation will be held by the Bank subject to the claims of the Bank’s creditors in the event of the Bank’s insolvency.

Upon the earlier of the date on which the participant terminates employment with the Bank or attains his or her benefit age (as designated by the participant upon joining the plan), the participant will be entitled to his or her deferred compensation benefit, which will commence on the date the participant attains his or her elected benefit age and will be payable in monthly installments for 10 years. In the event of a change in control of the Company or the Bank followed by the participant’s termination of employment within 36 months thereafter, the participant will receive a deferred compensation benefit calculated as if the participant had made elective deferrals through his or her benefit age. Such benefit will commence on the date the participant attains his or her benefit age and will be payable in monthly installments for 10 years. If the participant dies after commencement of payment of the deferred compensation benefit, the Bank will pay the participant’s beneficiary the remaining payments that were due.

In the event the participant becomes disabled, the participant will be entitled to receive the deferred compensation benefit as of the participant’s date of disability. Such benefit will commence within 30 days following the date on which the participant is disabled and will be payable in monthly installments for 10 years. If the participant dies prior to the commencement of payment of the deferred compensation benefit, the participant’s beneficiary will be entitled to receive a survivor benefit.

In 2021, Thomas W. Schneider received a withdrawal of his entire account balance under the Executive Deferred Compensation Plan due to an unforeseeable emergency. Following the withdrawal, Mr. Schneider will no longer be a participant in the Executive Deferred Compensation Plan in 2022. The only Named Executive Officers ~~remaining~~ in the Executive Deferred Compensation Plan are James A. Dowd and Ronald Tascarella.

2016 Equity Incentive Plan. The Pathfinder Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”) was approved at our 2016 Annual Meeting. The 2016 Equity Incentive Plan authorized the issuance of up to 263,605 shares of common stock pursuant to grants of stock option awards to our senior executive officers and outside directors. The options that were granted to executives vest over seven years (14.3% per year for each year of the participant’s service), have an exercise price of $11.35, (the market price on the date of the grant) and an exercise period of 10 years from the date of the grant, May 6, 2016. ~~All of~~At December 31, 2022, there are 7,148 stock option awards remaining available for future issuance under the ~~options authorized under this plan have been granted.~~2016 Equity Incentive Plan.

The 2016 Equity Incentive Plan also ~~authorizes~~authorized the issuance of 105,442 shares of common stock pursuant to grants of restricted stock units or shares to our senior executive officers, directors, key management and other officers. The restricted stock units granted to senior executive officers vest over seven years (14.3% per year for each year of the participant’s service). Restricted stock units granted to all other officers vest over ~~five~~three years or ~~three~~five years. At December 31, 2022, there are 3,260 restricted stock shares or units remaining available for future issuance under the 2016 Equity Incentive Plan.

Outstanding Equity Awards at Year-End. The following table sets forth information with respect to our outstanding equity awards as of December 31, ~~2021~~2022 for the Named Executive Officers under our 2016 Equity Incentive Plan.

Outstanding Equity Awards at Fiscal Year-End

Options Awards
Restricted Shares

Grant Date ⁽¹⁾
Number of securities underlying unexercised options exercisable

Number of securities underlying unexercised options unexercisable

Option exercise price

Option expiration date
Number of shares or units of stock that have not vested ⁽²⁾

Market value of shares or units of stock that have not vested⁽³⁾

Name

(#)

(#)

($)

(#)

($)

Thomas W. Schneider
5/6/2016

18,830

7,531

11.35

05/06/26

4,518

77,574

James A. Dowd
5/6/2016⁾

11,295

4,521

11.35

05/06/26

2,108

36,194

Ronald Tascarella
5/6/2016

11,295

4,521

11.35

05/06/26

2,108

36,194



Outstanding Equity Awards at Fiscal Year-End
Options Awards									Restricted Shares
	Grant Date	Number of securities underlying unexercised options exercisable		Number of securities underlying unexercised options unexercisable		Option exercise price		Option expiration date	Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested (3)
Name		(#)		(#)		($)			(#)		($)

James A. Dowd	5/6/2016 (1)		13,554		2,262		11.35	05/06/26		1,057		20,231

Ronald Tascarella	5/6/2016 (1)		13,554		2,262		11.35	05/06/26		1,057		20,231

Walter F. Rusnak	10/28/2020 (2)		9,455		3,580		10.37	10/28/30		3,267		62,530
	10/28/2020 (2)		15,397		9,643		10.37	10/28/30

~~(1)~~

(1)

The stock options were granted in May 2016, with an option exercise price of $11.35 per share and vest ratably over seven years, with an expiration date ten years from the date of the grant, or May 2026.

(2)

The stock options were granted in October 2020, with an option exercise price of $10.37 per share and vest ratably over three years, with an expiration date ten years from the date of the grant, or October 2030. The awards were split between incentive stock option awards and non-qualified stock option awards in accordance with applicable tax regulations that required that allocation of stock option distributions due to the aggregate value of the stock option awards vesting each year.

(3)

Reflects the per share value of the restricted stock units as of December 31, 2022 of $19.14.

~~The stock options granted in May 2016, with an option price of $11.35, vest ratably over seven years, with an expiration date ten years from the date of the grant, or May 2026.~~

~~(2)~~

~~The restricted stock awards were granted in May 2016 and vest ratably over seven years on each anniversary of the grant date.~~

~~(3)~~

~~Reflects the per share value of the restricted stock units as of December 31, 2021 of $17.17.~~

Defined Benefit Plan. Pathfinder Bank maintains a tax-qualified noncontributory defined benefit plan (“Retirement Plan”). The Company “froze” the Retirement Plan effective June 30, 2012 (“Plan Freeze Date”). After the Plan Freeze Date, no employee is permitted to commence or recommence participation in the Plan and no further benefits accrue to any plan participants. Employment service after the Plan Freeze Date does continue to be recognized for vesting purposes, however. Prior to the Plan Freeze Date, all salaried employees age 21 or older who worked for the Bank for at least one year and were credited with 1,000 or more hours of employment during the year were eligible to accrue benefits under the Retirement Plan.

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, through the plan freeze date described above 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. Upon termination of employment other than as specified above, a participant who was employed by the Bank for a minimum of five years is eligible to receive his or her accrued benefit reduced for early retirement or a deferred retirement benefit commencing on such participant’s normal retirement date. Benefits are payable in various annuity forms. On December 31, ~~2021,~~2022, the market value of the Retirement Plan trust fund was approximately ~~$20.5~~$16.3 million. The Company made no contribution to the defined benefit pension plan during ~~2021.~~2022.

Employee Savings Plan. Pathfinder Bank maintains an Employee Savings Plan which is a 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 90 days of employment during which they worked at least 1,000 hours are eligible to participate.

Participants may elect to defer a percentage of their compensation each year instead of receiving that amount in cash, in an amount up to 75% of their compensation to the 401(k) Plan, provided that the amount deferred did not exceed ~~$19,500~~$20,500 for ~~2021.~~2022. In addition, for participants who are age 50 or older by the end of any taxable year, the participant may elect to defer additional amounts (called “catch-up contributions”) to the 401(k) Plan. The “catch-up contributions” may be made regardless of any other limitations on the amount that a participant may defer to the 401(k) Plan. The maximum “catch-up contribution” that a participant could make in ~~2021~~2022 was $6,500. 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 Bank), but not in excess of ~~$290,000~~$305,000 for ~~2021.~~2022. The Bank generally provides a match of 100% of the first 3% of the participating employees

salary, plus 50% of the next 3% of the participating employees salary. All employee contributions and earnings thereon are fully and immediately vested. Employer matching contributions vest at the rate of 20% per year beginning at the end of a participant’s first year of service with the Bank until a participant is 100% vested after five 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. To partially offset the impact on employees due to the Retirement Plan freeze discussed above, the Company, on January 1, 2013, began making a 3% safe harbor contribution to all eligible participants in addition to the match contributions described above. The employer safe harbor contribution is fully vested at all times.

For the plan year ended December 31, ~~2021,~~2022, the Bank made a matching contribution in the amount of ~~$414,000~~$433,000 to the 401(k) Plan. In addition, the Company made a safe harbor contribution in the amount of ~~$314,000~~$337,000 for the ~~2021~~2022 plan year.

Employee Stock Ownership Plan. Pathfinder Bank maintains an employee stock ownership plan (“ESOP”). Employees who are at least 21 years old with at least one year of employment with the Bank are eligible to participate. On April 6, 2011, the ESOP acquired 125,000 shares of common stock to replenish its ability to make stock contributions to participants’ accounts. The shares were acquired pursuant to a loan obtained from a third-party lender. In connection with the second step conversion and offering, the ESOP purchased an additional 105,442 shares, which equaled 4% of the shares issued in the offering. In connection with such purchase, the ESOP borrowed sufficient funds from the Company to both refinance the remaining outstanding balance on the third-party loan and purchase the additional shares. The Bank makes annual contributions to the ESOP which contributions are used by the ESOP to repay the ESOP loan.

Benefits under the ESOP become vested in an ESOP participant at the rate of 20% per year, starting upon an employee’s completion of one year of credited service, and will be fully vested upon completion of five years of credited service. Participants’ interest in their account under the ESOP will also fully vest in the event of termination of service due to their normal retirement, death, disability, or upon a change in control (as defined in the plan). Vested benefits will be payable generally upon the participants’ termination of employment with the Bank and will be paid in the form of common stock, or to the extent participants’ accounts contain cash, benefits will be paid in cash. However, participants have the right to elect to receive their benefits entirely in the form of cash or common stock, or a combination of both.

Pay Versus Performance. The following table provides total compensation and compensation actually paid to our principal executive officers ("PEO") and to our named executive officers ("NEOs") for the fiscal years ended December 31, 2022 and December 31, 2021, as well as the Company's total shareholder return ("TSR") and net income.


Pay Versus Performance
	(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
Year	Summary Compensation Table Total for First PEO (1)		Summary Compensation Table Total for Second PEO (1)		Compensation Actually Paid to First PEO (2)		Compensation Actually Paid to Second PEO (2)		Average Summary Compensation Table Total for Non-PEO NEOs (3)		Average Compensation Actually Paid to Non-PEO NEOs (3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4)		Net Income ($ In thousands) (5)
	$		$		$		$		$		$		$		$
2022		346,863		507,807		356,640		530,995		329,228		360,833		172.41		12,932
2021		1,150,439	N/A			1,187,702	N/A			354,797		393,857		151.90		12,407

~~DIRECTORS’ COMPENSATION~~

(1)

For fiscal year 2022, Thomas Schneider served as PEO until April 14, 2022, and James A. Dowd served as PEO effective as April 14, 2022 through the end of the year. Column (a) presents the total compensation from the summary compensation table for Thomas Schneider. Column (b) presents the summary total compensation for James A. Dowd. For fiscal year 2021, Mr. Schneider was the PEO for the entire year fiscal year.

(2)

For fiscal year 2022, column (c) presents the compensation actually paid to Thomas Schneider from January 1, 2022 until his resignation on September 7, 2022. Column (d) presents the compensation actually paid to James A. Dowd, following his appointment as Interim President and Chief Executive Officer effective April 15, 2022. These figures are in accordance with the SEC's disclosure requirements regarding pay versus performance.

(3)

For fiscal year 2022, columns (e) and (f) present the average summary compensation and average compensation actually paid for our Non-PEO NEOs Ronald Tascarella and Walter F. Rusnak. For fiscal year 2021, columns (e) and (f) present the average summary compensation and average compensation actually paid for our Non-PEO NEOs James A. Dowd and Ronald Tascarella.

(4)

Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, (assuming dividend reinvestment), and the difference between the Company's common share price at the end and the beginning of the measurement period, by the common share price at the beginning of the measurement period.

(5)

Column (h) shows net income as reported on the Company’s consolidated financial statements.

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine "Compensation Actually Paid" as shown in the Pay Versus Performance Table. Compensation Actually Paid is calculated by adjusting the Summary Compensation Table totals to include the fair market value of equity awards as of December 31, 2022 and 2021, or if earlier, the vesting date (rather than the grant date). The following table presents the total equity adjustments that were made to compensation totals for each year to determine the SEC defined compensation actually paid to each PEO and Non-PEO NEOs.


Year	Principal Executive Officers	Summary Compensation Table Total		Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		Year-Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Compensation Actually Paid
		($)		($)		($)		($)			($)
2022	1st PEO		346,863		9,768		24,038		(24,029	)		356,640
2022	2nd PEO		507,807		9,768		13,420	─				530,995
2021	1st PEO		1,150,439		17,304		19,959	─				1,187,702
2021	2nd PEO	N/A		N/A		N/A		N/A			N/A


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		Average Year-Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Average Compensation Actually Paid
	($)		($)		($)		($)	($)
2022		329,228		3,968		27,638	─		360,833
2021		354,797		28,712		10,348	─		393,857

The relationship between Compensation Actually Paid and the Company's financial performance for the two-year period as shown in the above Pay Versus Performance Table is illustrated in the two following charts which compares the Compensation Actually Paid to the PEOs and the average Compensation Actually Paid to the Non-PEO NEOs versus TSR and Net Income.

DIRECTORS’ COMPENSATION

Each non-employee director receives an annual retainer of $20,000, a meeting fee of $800 for each Board meeting attended and $600 for each committee meeting attended, except for ~~Executive~~Directors’ Loan Committee fees which are $300 per meeting. The Board Chair receives an additional retainer of $10,100. The Audit Committee Chairman receives an additional retainer of $4,100 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 any fees.~~ We paid a total of ~~$373,491~~$462,734 in director fees during the year ended December 31, ~~2021,~~2022, which included ~~$44,400~~$48,700 in fees paid to George P. Joyce, Retired Director, who retired from Pathfinder Bancorp, Inc.’s Board of Directors, but continues to serve on Pathfinder Bank’s Board of Directors.

Set forth below is director compensation for each of our ~~non-employee~~ directors for the year ended December 31, ~~2021.~~2022.


		Fees earned or paid in cash		Non-qualified deferred compensation earnings (1)		All Other Compensation (2)	Total
Name	Year	($)		($)		($)	($)
Eric Allyn	2022		19,067	─		─		19,067
David A. Ayoub (3)	2022		50,500		12,500	─		63,000
William A. Barclay (4)	2022		43,600		7,713	─		51,313
Chris R. Burritt (5)	2022		65,400		41,188	─		106,588
Meghan Crawford-Hamlin	2022		20,767	─		─		20,767
John P. Funiciello (6)	2022		39,400		12,500	─		51,900
Adam C. Gagas (7)	2022		40,200	─		─		40,200
George P. Joyce(8)	2022		48,700	─		─		48,700
Melanie Littlejohn (9)	2022		42,400	─		─		42,400
John F. Sharkey	2022		48,700		8,112	─		56,812
Lloyd "Buddy" Stemple	2022		44,000		18,969	─		62,969

Fees earned or paid in cash

Non-qualified deferred compensation earnings⁽¹⁾

All Other Compensation ⁽²⁾
Total

Name
Year
($)

($)

($)
($)

David A. Ayoub ⁽³⁾
2021

45,391

11,744

─

57,135

William A. Barclay ⁽⁴⁾
2021

39,400

6,855

─

46,255

Chris R. Burritt ⁽⁵⁾
2021

60,100

29,454

─

89,554

John P. Funiciello ⁽⁶⁾
2021

33,500

11,744

─

45,244

Adam C. Gagas ⁽⁷⁾
2021

35,300

─

─

35,300

George P. Joyce ⁽⁸⁾
2021

44,400

─

─

44,400

Melanie Littlejohn ⁹⁾⁽⁹⁾
2021

36,400

─

─

36,400

John F. Sharkey
2021

43,600

7,264

─

50,864

Lloyd "Buddy" Stemple
2021

35,400

18,352

─

53,752

(1)

The non-qualified deferred compensation earnings represent the above market or preferential earnings on compensation that was deferred by each director to the Trustee Deferred Fee Plan.

(2)

No director received perquisites and any other personal benefits that exceeded, in the aggregate, $10,000.

(3)

Mr. Ayoub has 17,023 outstanding stock options.

(4)

Mr. Barclay has 8,787 outstanding stock options.

(5)

Mr. Burritt has 8,787 outstanding stock options.

(6)

Mr. Funiciello has 8,787 outstanding stock options.

(7)

Mr. Gagas has 17,023 outstanding stock options.

(8)

Mr. Joyce retired from the Board of Pathfinder Bancorp, Inc. on June 4, 2021. He continues to serve as a Director on the Board of Pathfinder Bank.

(9)

Ms. Littlejohn has 8,787 outstanding stock options.

~~(1)~~

~~The non-qualified deferred compensation earnings represent the above market or preferential earnings on compensation that was deferred by each director to the Trustee Deferred Fee Plan.~~

~~(2)~~

~~No director received perquisites and any other personal benefits that exceeded, in the aggregate, $10,000.~~

~~(3)~~

~~Mr. Ayoub has 17,023 outstanding stock options.~~

~~(4)~~

~~Mr. Barclay has 8,787 outstanding stock options.~~

~~(5)~~

~~Mr. Burritt has 8,787 outstanding stock options.~~

~~(6)~~

~~Mr. Funiciello has 8,787 outstanding stock options.~~

~~(7)~~

~~Mr. Gagas has 17,023 outstanding stock options.~~

~~(8)~~

~~Mr. Joyce retired from the Board of Pathfinder Bancorp, Inc. on June 4, 2021. He continues to serve as a Director on the Board of Pathfinder Bank.~~

~~(9)~~

~~Ms. Littlejohn has 8,787 outstanding stock options.~~

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.

Trustee (Director) Deferred Fee Plan. Pathfinder Bank maintains the Trustee Deferred Fee Plan for members of the ~~Boards~~Board of Directors of Pathfinder Bank and the Company. A participant in the plan is eligible to defer, on a monthly basis, up to the lesser of (i) $2,000 or (ii) 100% of the monthly fees the participant would be entitled to receive each month. The participant’s deferred fees will be held by the Bank subject to the claims of the Bank’s creditors in the event of the Bank’s insolvency.

Upon the earlier of the date on which the participant’s services are terminated or the participant attains his or her benefit age (as designated by the participant upon joining the plan), the participant will be entitled to his or her deferred compensation benefit, which will commence on the date the participant attains his or her elected benefit age and will be payable in monthly installments for 10 years. In the event of a change in control of the Company or the Bank followed by the participant’s termination of services within 36 months thereafter, the participant will receive a deferred compensation benefit calculated as if the participant had made elective deferrals through his or her benefit age. Such benefit will commence on the date the participant attains his or her benefit age and will be payable in monthly installments for 10 years. If the participant dies after commencement of payment of the deferred compensation benefit, the Bank will pay the participant’s beneficiary the remaining payments that were due.

In the event the participant becomes disabled, the participant will be entitled to receive the deferred compensation benefit as of the date of the participant’s disability. Such benefit will commence within 30 days following the date on which the participant is determined to be disabled and will be payable in monthly installments for 10 years. If the participant dies prior to the commencement of payment of the deferred compensation benefit, the participant’s beneficiary will be entitled to receive a survivor benefit.

V.	~~PROPOSAL 1 - ELECTION OF DIRECTORS~~

PROPOSAL 1 - ELECTION OF DIRECTORS

Our bylaws presently allow the Company to fix the number of ~~directors.~~Directors. The number of ~~directors~~Directors of the Company shall be set at ~~eleven subject to the election of the two (2) new directors at the annual shareholder meeting.~~eleven. Our bylaws provide that the number of ~~directors~~Directors be divided into three classes, as nearly equal in number as reasonably possible, and for approximately one third to be elected each year. Directors are generally elected to serve for a three-year period and until their respective successors shall have been elected and qualify. In order to provide for three ~~“nearly equal”~~"nearly equal" classes of Directors, ~~Mr. Ayoub and Mr. Sharkey are both~~Chris R. Burritt will be nominated for a one-year term and ~~Adam C. Gagas, Melanie Littlejohn, Meghan Crawford-Hamlin~~David A. Ayoub, William A. Barclay, James A. Dowd and ~~Eric Allyn~~John F. Sharkey, III are each nominated for three-year terms.

~~COMPOSITION OF OUR BOARD~~

COMPOSITION OF OUR BOARD

The table below sets forth certain information regarding the composition of the Board of Directors and Director Nominees, 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 and each nominee has agreed 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.


Name (1)	Age (2)	Position Held	Director Since (3)	Current Term to Expire

Director Nominee for a One-Year Term
Chris R. Burritt	70	Director	1986	2023

New Nominee for a Three-Year Term
James A. Dowd	55	President and CEO	N/A	N/A

Director Nominees For a Three-Year Term
David A. Ayoub	60	Director	2012	2023
William A. Barclay	54	Director	2014	2023
John F. Sharkey, III	65	Director	2014	2023

Directors Continuing in Office
John P. Funiciello	59	Director	2011	2024
Lloyd "Buddy" Stemple	62	Director	2005	2024
Eric Allyn	59	Director	2022	2025
Meghan Crawford-Hamlin	33	Director	2022	2025
Adam C. Gagas	51	Director	2014	2025
Melanie Littlejohn	58	Director	2016	2025

Name ⁽¹⁾
Age ⁽²⁾
Position Held
Director
Since ⁽³⁾
Current Term to Expire

Director Nominees For a One-Year Term

David A. Ayoub
59
Director
2012
2022
John F. Sharkey, III
64
Director
2014
2022

New Nominees For a Three-Year Term

Eric Allyn
58
None
N/A
N/A
Meghan Crawford-Hamlin
32
None
N/A
N/A

Director Nominees for a Three-Year Term

Adam C. Gagas
50
Director
2014
2022
Melanie Littlejohn
57
Director
2016
2022

Directors Continuing in Office

William A. Barclay
53
Director
2011
2023
Chris R. Burritt
69
Chairman of the Board
1986
2023
John P. Funiciello
58
Director
2011
2024
Thomas W. Schneider
60
Director, President and Chief Executive Officer
2001
2024
Lloyd "Buddy" Stemple
61
Director
2005
2024
(1)

The mailing address for each person listed is 214 West First Street, Oswego, New York 13126.

(2)

As of April 12, 2023.

(3)

In the case of Mr. Burritt, service prior to 1995 reflects initial appointment to the Board of Trustees of the mutual predecessor to Pathfinder Bank, the Company’s operating subsidiary.

~~(1)~~

~~The mailing address for each person listed is 214 West First Street, Oswego, New York 13126.~~

~~(2)~~

~~As of March 22, 2022.~~

~~(3)~~

~~In the case of Mr. Burritt, service prior to 1995 reflects initial appointment to the Board of Trustees of the mutual predecessor to Pathfinder Bank, the Company’s operating subsidiary.~~

The principal occupation during the past five years of each director, nominee and executive officer, as well as other relevant experience, is set forth below. All directors, nominees and executive officers have held their present positions for five years unless otherwise stated. None of our directors, nominees or executive officers have been the subject of securities litigation, regulatory enforcement or bankruptcy in the past ten years.

~~DIRECTOR NOMINEES FOR A ONE-YEAR TERM~~

DIRECTOR NOMINEE FOR A ONE-YEAR TERM

~~David A. Ayoub~~ Chris R. Burritt is the former President and General Manager of R.M. Burritt Motors, Inc., an automobile dealership located in Oswego, New York. Mr. Burritt was elected Chairman of the Board effective January 1, 2014. In addition to his prior long-term ownership and management of his well-known local business, Mr. Burritt is active in community affairs. He presently serves on the Finance/Operations Committee of the Oswego Hospital. Mr. Burritt also serves as ~~Partner-in-Charge~~Director of the ~~Tax Department at Bowers & Company CPAs, PLLC at their Syracuse location. In that capacity,~~NYS Automobile Dealers Association in Albany, NY. Mr. Ayoub consults on corporate mergers and acquisitions and also assists start-up businesses. In addition, he oversees the firm’s tax compliance, technical research, planning and consulting. Mr. Ayoub has over 30 years of accounting and taxation experience. He is a graduate of Rochester Institute of Technology with a BS in Accounting and is a Certified Public Accountant in New York State. HeBurritt is also a ~~Member~~Certified Instructor/Coordinator for Financial Peace University and teaches several nine week classes each year. Additionally, Mr. Burritt is a member of the American Institute of Certified Public Accountants, as well as the New York State Society of Certified Public Accountants. Mr. Ayoub pursues an active role in the community, previously serving on boards including Make-A-Wish Foundation of Central New York,Men’s Mentor Ministry where he ~~was the Past Chair.~~serves as an advisor to men in need of financial counseling. Mr. ~~Ayoub’s extensive~~Burritt’s experience ~~with corporate transactions, his organization abilities as well as his experience in~~operating a local business and ~~tax, offers~~substantial ties to the communities served by the Bank provides the Board ~~an invaluable perspective of the Bank’s~~with valuable insight into managing and overseeing a business.The Board, therefore, supports his re-election for a one-year term.

~~John F. Sharkey, III~~ NEW NOMINEE FOR A THREE-YEAR TERM

isJames A. Dowd, CPA presently serves as President and Chief Executive Officer of ~~Universal Metal Works, a custom metal fabrication facility, in Fulton, New York,~~the Company and the ~~Managing Partner~~Bank. Mr. Dowd joined Pathfinder Bank in 1994, as Controller and has since held many prominent roles within the organization. In 1999, he was promoted to Chief Financial Officer followed by his additional appointment as Chief Operating Officer in 2017. Most recently, Mr. Dowd held the position of ~~Universal Properties, LLC. Prior~~Executive Vice President and Chief Operating Officer until his appointment to ~~his~~Chief Executive Officer in 2022. He has played a significant role ~~with Universal Metal Works, Mr. Sharkey was President of Universal Joint Sales, a heavy-duty truck parts distributor, headquartered~~ in ~~Syracuse, New York. During his tenure at Universal Joint Sales,~~ the ~~company grew to 13 locations throughout the Northeast and Florida. In 1998, Mr. Sharkey sold Universal Joint Sales to FleetPride. For three years following the sale~~physical expansion of the ~~company,~~Bank into Onondaga County, overall deposit growth, and the Bank’s increased brand recognition and enhanced reputation in its new markets. Mr. ~~Sharkey acted~~Dowd currently serves as ~~FleetPride’s Regional Vice President. Mr. Sharkey is an active~~a member of the ~~Central New York community, serving on boards~~Board of the Oswego County Land Bank and as Vice President of the Board for Riverside Cemetery. In addition, Mr. Dowd spent 13 years in a leadership role with Oswego Harbor Festivals, Inc., including ~~Center State CEO, Oswego State Economic Advisory Council and is~~two years as the ~~Finance Director of St. Anne Mother of Mary Parish.~~Festival’s president. He iswas also a ~~committee~~long-term Board member of ~~the Syracuse Chapter of Ducks Unlimited~~Arts and ~~volunteers as a pilot/crew member~~Culture for ~~Angel Flight. Mr. Sharkey’s management experience and business knowledge provides a valuable resource and perspective to the Board.~~Oswego County. The Board, therefore, supports his ~~re-election~~election for a ~~one-year~~three-year term.

~~NEW NOMINEES FOR A THREE-YEAR TERM~~

~~Eric Allyn~~ is the former Chairman of the Board of Directors of Welch Allyn, Inc, a company owned by the Allyn Family for 100 years, and sold in the year 2015. Today, he is Managing Member of 50 State LLC, the entity that manages proceeds from the sale of Welch Allyn. In addition, Eric is Chief Investment Officer for 50 State, LLC and serves as Trustee to over 75 Family Trusts. Outside of his work with his family, Eric also serves on the Board of Health Care Originals; serves as LP Advisor to Armory Square Ventures; serves on Upstate Medical University Council; on the Board of Directors of the Allyn Family Foundation, where he has chaired the Investment Committee since 2008, and several other organizations. In addition, Eric is Founder and Managing Partner of two private Investment Funds, which he has managed since 2011. Eric is a past board member at GOJO (makers of Purell), Pharma Tech Industries, Eagle Dream Health, Hand-Held Products, The Gifford Foundation (Investment Committee Chairman), NYS Business Council, and Family Firm Institute (FFI). He also served on the Board of Directors Auburn Community Hospital (past-Chairman), the Hospital Trustees of New York State (Chairman), and Hospital Association of New York State (HANYS). Eric is a frequent speaker nationally and internationally on the topics of family business governance, family enterprises, philanthropy, and investment management. Eric is a graduate of Dartmouth College, and earned his MBA from University of Virginia (Darden School). Mr. Allyn’s depth of experience in leadership, mergers and acquisitions, and capital markets, along with his prominence and philanthropic work in the Central New York market, will provide diverse experience, knowledge and opportunities for the Company’s governance, business prospects and capital market reach. Therefore, the Board supports his election for a three-year term.

~~Meghan Crawford-Hamlin~~ serves as the President of Institutional Sales at BHG Financial where she oversees the sales strategy for BHG across bank partnerships and strategic partners. Ms. Crawford-Hamlin leads a national sales team focused on growing premium revenue and enhancing the experience for clients while driving sales strategy and market development. Since joining BHG in 2015, Ms. Crawford-Hamlin has generated and serviced relationships with hundreds of community banks nationwide. She personally managed the sale of hundreds of millions of dollars of financing for highly skilled professionals to institutional buyers. ~~Prior to joining BHG, she spent many years at the rating agency, Fitch, and also worked for the technology giant,~~ ~~IAC.~~ Ms. Crawford-Hamlin is very active within the banking industry, serving as a member of many state and national bank associations such as the American Bankers Association, as well as the Independent Community Bankers Association. While holding a Bachelor of Arts from Bucknell University, Ms. Crawford-Hamlin also serves as an active member of New York Cares, American Cancer Society, and CNY Autism Society of America. Ms. Crawford-Hamlin will provide diverse perspectives into generational knowledge, marketing and sales. She has deep banking exposure, direct lending experience, and transformational knowledge in digital banking platform development and implementation. She will play a key role in developing executive strategies in new lending opportunities and in our digital banking development. Therefore, the Board supports her election for a three-year term.

DIRECTOR NOMINEES FOR A THREE-YEAR TERM

David A. Ayoub serves as Partner-in-Charge of the Tax Department at Bowers & Company CPAs, PLLC. In that capacity, Mr. Ayoub consults on corporate mergers and acquisitions and also assists start-up businesses. In addition, he oversees the firm’s tax compliance, technical research, planning and consulting. Mr. Ayoub has over 30 years of accounting and taxation experience. He is a graduate of Rochester Institute of Technology with a BS in Accounting and is a Certified Public Accountant in New York State. He is also a Member of the American Institute of Certified Public Accountants, as well as the New York State Society of Certified Public Accountants. Mr. Ayoub pursues an active role in the community, previously serving on boards including Make-A-Wish Foundation of Central New York, where he was the Past Chair. Mr. Ayoub’s extensive experience with corporate transactions, his organization abilities as well as his experience in business and tax, offers the Board an invaluable perspective of the Bank’s business. The Board, therefore, supports his re-election for a three-year term.

William A. Barclay is a graduate of St. Lawrence University and Syracuse University College of Law. An attorney and businessman, Mr. Barclay is a partner in the Syracuse law firm of Barclay Damon, LLP, where he specializes in business law. Mr. Barclay has served on several community organizations throughout his career including the SUNY Oswego College Council, the Rosamond Gifford Zoo at Burnet Park, the Everson Museum of Art, and the Northern Oswego County Health Services, Inc. Mr. Barclay is the Chairman of the Board of Douglaston Manor, Inc and also serves on the Board of Countryway Insurance Company. In addition to his business and charitable activities, Mr. Barclay serves as Minority Leader in the New York State Assembly. He represents the 120th Assembly District which includes the County of Oswego and parts of Cayuga and Jefferson counties. Mr. Barclay’s in-depth knowledge of the central New York area and his law and business experience provides the Board with a unique and valuable perspective into business and legal issues especially how they relate to the central New York region. The Board, therefore, supports his re-election for a three-year term.

John F. Sharkey, III is President of Universal Metal Works, a custom metal fabrication facility, in Fulton, New York, and the Managing Partner of Universal Properties, LLC. Prior to his role with Universal Metal Works, Mr. Sharkey was President of Universal Joint Sales, a heavy-duty truck parts distributor, headquartered in Syracuse, New York. During his tenure at Universal Joint Sales, the company grew to 13 locations throughout the Northeast and Florida. In 1998, Mr. Sharkey sold Universal Joint Sales to FleetPride. For three years following the sale of the company, Mr. Sharkey acted as FleetPride’s Regional Vice President. Mr. Sharkey is an active member of the Central New York community, serving on boards including Center State CEO, Oswego State Economic Advisory Council and is the Finance Director of St. Anne Mother of Mary Parish. He is also a committee member of the Syracuse Chapter of Ducks Unlimited and volunteers as a pilot/crew member for Angel Flight. Mr. Sharkey’s management experience and business knowledge provides a valuable resource and perspective to the Board. The Board, therefore, supports his re-election for a three-year term.

The Board of Directors unanimously recommends a vote “FOR” each nominee.

C. CONTINUING DIRECTORS

Eric Allyn is the former Chairman of the Board of Directors of Welch Allyn, Inc, a company owned by the Allyn Family for 100 years, and sold in the year 2015. Today, he is Managing Member of 50 State LLC, the entity that manages proceeds from the sale of Welch Allyn. In addition, Eric is Chief Investment Officer for 50 State, LLC and serves as Trustee to over 75 Family Trusts. Outside of his work with his family, Eric also serves on the Board of Health Care Originals; serves as LP Advisor to Armory Square Ventures; serves on Upstate Medical University Council; on the Board of Directors of the Allyn Family Foundation, where he has chaired the Investment Committee since 2008, and several other organizations. In addition, Eric is Founder and Managing Partner of two private Investment Funds, which he has managed since 2011. Eric is a past board member at GOJO (makers of Purell), Pharma Tech Industries, Eagle Dream Health, Hand-Held Products, The Gifford Foundation (Investment Committee Chairman), NYS Business Council, and Family Firm Institute (FFI). He also served on the Board of Directors Auburn Community Hospital (past-Chairman), the Hospital Trustees of New York State (Chairman), and Hospital Association of New York State (HANYS). Eric is a frequent speaker nationally and internationally on the topics of family business governance, family enterprises, philanthropy, and investment management. Eric is a graduate of Dartmouth College, and earned his MBA from University of Virginia (Darden School). Mr. Allyn’s depth of experience in leadership, mergers and acquisitions, and capital markets, along with his prominence and philanthropic work in the Central New York market, will provide diverse experience, knowledge and opportunities for the Company’s governance, business prospects and capital market reach.

John P. Funiciello is a licensed real estate broker and developer who owns and operates JF Real Estate in Syracuse, NY. Mr. Funiciello began his career in real estate in 1986 as a commercial real estate agent and founded JF Real Estate in 1992. JF Real Estate represents both owners and users of real estate, providing a wide array of skills and services that include brokerage,

development, tenant and owner representation, site selection, space planning, building management, and much more. Currently, JF Real Estate represents approximately three million square feet of commercial and residential real estate in the Central New York Region. Mr. Funiciello is a graduate of the State University of New York at Cortland with a degree in Economics and a concentration in Business. He is an active member in the Syracuse community and has served on the Boards of Children’s Consortium and the Samaritan Center. He currently sits on the Board at the North West YMCA. Mr. Funiciello was recognized by the Central New York Business Journal’s Forty Under 40, an honor given to Onondaga County business leaders under the age of 40. Mr. Funiciello’s extensive real estate experience and knowledge of the local real estate market, as well as his insight into managing and overseeing a business, brings valuable expertise to the Board.

Adam C. Gagas Adam C. Gagas is the Managing Director of Institutional Services at Rockbridge Investment Management, an SEC-registered investment advisor firm in Central New York. His prior investment advisory experience includes founding and leadership roles at Disciplined Capital Management and Breakwall Asset Management. Mr. Gagas was an analyst on teams managing multi-billion dollar portfolios at Skandia Asset Management and Principal Global Investors in New York City. He was awarded an Alfa Fellowship and completed a yearlong professional placement as an institutional investment analyst at Alfa Capital in Moscow, Russia. He is also the owner/operator of Gagas Realty Corporation, a multi-property commercial real estate holding company. In addition, he is an adjunct instructor of Corporate Finance in the SUNY Oswego School of Business. Mr. Gagas earned a BA from Hobart College with majors in Economics and Russian Studies, and an MBA with a concentration in Finance from the Leonard N. Stern School of Business at New York University. His extensive community involvement includes having served as the Chairman of the Board of Oswego Health, past chair of that organization’s Audit and Investment committees, and as a member of the Executive committee. He is the former President of the Oswego Health Foundation and a current board member of Oswego’s historic Riverside Cemetery. Mr. Gagas’ expertise in finance, particularly of public companies, provides us with valuable insight.

~~The Board, therefore, supports his re-election~~Meghan Crawford-Hamlin serves as the President of Institutional Sales at BHG Financial where she oversees the sales strategy for BHG across bank partnerships and strategic partners. Ms. Crawford-Hamlin leads a ~~three-year term.~~national sales team focused on growing premium revenue and enhancing the experience for clients while driving sales strategy and market development. Since joining BHG in 2015, Ms. Crawford-Hamlin has generated and serviced relationships with hundreds of community banks nationwide. She personally managed the sale of hundreds of millions of dollars of financing for highly skilled professionals to institutional buyers. Prior to joining BHG, she spent many years at the rating agency, Fitch, and also worked for the technology giant,

IAC. Ms. Crawford-Hamlin is very active within the banking industry, serving as a member of many state and national bank associations such as the American Bankers Association, as well as the Independent Community Bankers Association. While holding a Bachelor of Arts from Bucknell University, Ms. Crawford-Hamlin also serves as an active member of New York Cares, American Cancer Society, and CNY Autism Society of America. Ms. Crawford-Hamlin will provide diverse perspectives into generational knowledge, marketing and sales. She has deep banking exposure, direct lending experience, and transformational knowledge in digital banking platform development and implementation. She will play a key role in developing executive strategies in new lending opportunities and in our digital banking development.

Melanie Littlejohn serves as the Vice President for New York Customer and Community Management at National Grid. (NYSE: NGG), a natural gas and electricity provider, where she is responsible for leading stakeholder management statewide to ensure processes, planning and best practices are delivered consistently to National Grid’s New York customers. Ms. Littlejohn joined the company (then Niagara Mohawk) in April of 1994 as the Director of Inclusion & Diversity-US Operations. Prior to her current position, she was Director of Customer and Community Management for Central New York. Before joining Niagara Mohawk, Ms. Littlejohn was the Executive Director of Urban League Onondaga County. Before joining the Urban League, she was the Manager of International Client Services for Banker’s Trust Company in the Wall Street District. Ms. Littlejohn obtained a Bachelor of Arts Degree in Liberal Arts from the State University of New York at Stony Brook and a Master’s Degree in Business Administration from Syracuse University’s Whitman School of Management. In addition, she was selected to participate in National Grid’s Developing Future Business Leader’s program administered by the London Center for High Performance. She resides in Syracuse, New York. Ms. Littlejohn pursues an active role in the community, currently serving as the Trustee/Officer of Onondaga Community College, ~~Business Advisory Council for the Federal Reserve Bank of New York,~~ Chair-Board of Directors of CenterState CEO, Board of Directors of the Business Council of New York and SUNY Morrisville Business School Council of Advisor’s. Ms. Littlejohn’s experience in working with a large public company provides us with valuable market perspective.~~The Board, therefore, supports her re-election for a three-year term.~~

~~The Board of Directors unanimously recommends a vote “FOR” each nominee.~~

~~CONTINUING DIRECTORS~~

~~William A. Barclay~~ is a graduate of St. Lawrence University and Syracuse University College of Law. An attorney and businessman, Mr. Barclay is a partner in the Syracuse law firm of Barclay Damon, LLP, where he specializes in business law. Mr. Barclay has served on several community organizations throughout his career including the SUNY Oswego College Council, the Rosamond Gifford Zoo at Burnet Park, the Everson Museum of Art, and Northern Oswego County Health Services, Inc. Mr. Barclay currently serves on the Boards of Countryway Insurance Company and Douglaston Manor, Inc. Mr. Barclay also is the New York State Assemblyman for the 120th District, which includes parts of Oswego, Onondaga and Jefferson counties. In 2020, Mr. Barclay was unanimously elected by his colleagues to serve as Minority Leader in N.Y.S. Assembly. Mr. Barclay’s in-depth knowledge of economic development and the law provides the Board with a unique and valuable perspective into economic development and legal issues.

~~Chris R. Burritt~~ is the former President and General Manager of R.M. Burritt Motors, Inc., an automobile dealership located in Oswego, New York. Mr. Burritt was elected Chairman of the Board effective January 1, 2014. In addition to his prior long-term ownership and management of his well-known local business, Mr. Burritt is active in community affairs. He presently serves on the Finance/Operations Committee of the Oswego Hospital. Mr. Burritt also serves as Director of the NYS Automobile Dealers Association in Albany, NY. Mr. Burritt is also a Certified Instructor/Coordinator for Financial Peace University and teaches several nine week classes each year. Additionally, Mr. Burritt is a member of the Men’s Mentor Ministry where he serves as an advisor to men in need of financial counseling. Mr. Burritt’s experience operating a local business and substantial ties to the communities served by the Bank provides the Board with valuable insight into managing and overseeing a business.

~~John P. Funiciello~~ is a licensed real estate broker and developer who owns and operates JF Real Estate in Syracuse, NY. Mr. Funiciello began his career in real estate in 1986 as a commercial real estate agent and founded JF Real Estate in 1992. JF Real Estate represents both owners and users of real estate, providing a wide array of skills and services that include brokerage, development, tenant and owner representation, site selection, space planning, building management, and much more. Currently, JF Real Estate represents approximately three million square feet of commercial and residential real estate in the Central New York Region. Mr. Funiciello is a graduate of the State University of New York at Cortland with a degree in Economics and a concentration in Business. He is an active member in the Syracuse community and has served on the Boards of Children’s Consortium and the Samaritan Center. He currently sits on the Board at the North West YMCA. Mr. Funiciello was recognized by the Central New York Business Journal’s Forty Under 40, an honor given to Onondaga County business leaders under the age of 40. Mr. Funiciello’s extensive real estate experience and knowledge of the local real estate market, as well as his insight into managing and overseeing a business, brings valuable expertise to the Board.

~~Thomas W. Schneider~~ has been employed by the Bank since 1988. Mr. Schneider is the President and Chief Executive Officer of the Company and the Bank. Prior to his appointment as President in 2000, Mr. Schneider was the Executive Vice President and Chief Financial Officer of the Company and the Bank. Mr. Schneider is a member of the board of directors the Company and the Bank. Mr. Schneider provides the Board with extensive knowledge of our customers and lending markets. Mr. Schneider recently concluded his Chairmanship of the New York State Bankers Association and he is, therefore, well respected by his peers.

Lloyd “Buddy” Stemple is the Chief Executive Officer of Constellium Rolled Products in Ravenswood,
West Virginia, a global supplier of rolled aluminum to the Aerospace and Transportation materials industries (NYSE: CSTM). Prior to his present position, Mr. Stemple was the Chief Executive Officer of Oman Aluminum Rolling Company. The Oman Aluminum Rolling Company is a venture supported by the government of Oman which started commercial production of rolled aluminum in late 2013. Prior to his work in Oman, he was the Vice-President and General Manager of Novelis Specialty Products, Novelis Inc., which has manufacturing locations in Oswego, New York, Kingston, Ontario, Canada; and sales offices in Cleveland, Ohio

and Detroit, Michigan. ~~He is also a member of the Compensation Committee of SECAT.~~ Mr. Stemple currently serves as Chairman of the Board for the Aluminum Association. Mr. Stemple also served as a Board and Executive Committee member of the Aluminum Association in Washington, DC. The Association promotes the use of aluminum and all matters impacting the industry. Mr. Stemple has an Engineering Degree, an MBA and a Masters Degree in International Management from McGill University and a Diploma from INSEAD in France. Mr. Stemple’s varied experience in management, strategic planning, human resources, and financial accountability of publicly traded companies is a valuable asset to our Board.

~~EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS~~

~~James A. Dowd, CPA, age 54,~~ has been employed by the Bank since 1994 and presently serves as the Executive Vice President and Chief Operating Officer of the Company and the Bank. Mr. Dowd served as Chief Financial Officer from 2000 until January 22, 2019. Mr. Dowd is responsible for branch administration, marketing and facilities departments.

D. FXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR NOMINEES FOR DIRECTOR

Ronald Tascarella, age 6364, serves as Executive Vice President and Chief Banking Officer of the Company and the Bank. Prior to joining us in 2006, he was Senior Vice President of Oswego County National Bank. Mr. Tascarella is responsible for the Bank’s ~~lending~~Lending and ~~commercial deposit~~Investment Services operations.

Daniel R. Phillips, age 5758 has been employed by the Bank since 1999 and presently serves as Senior Vice President and Chief Information Officer of the Company and the Bank. Prior to joining us in 1999, he was Assistant Vice President of Community Bank. Mr. Phillips is responsible for electronic delivery channels, information security and technology platforms.

Calvin L. Corriders, age 5960, has been employed by the Bank since 2012 and presently serves as Regional President of Pathfinder Bank’s Syracuse Market and Human Resource Director. Prior to joining us, he was a Senior Commercial Loan Officer ofat Beacon Federal Credit Union. Mr. Corriders is responsible for managing and engaging the Bank’s presence in the Syracuse Market and overseeing the Bank's Human Resources Department.

Walter F. Rusnak, age 6869, has been employed by the Bank since 2015 as First Vice President of Finance and Accounting and was appointed as Senior Vice President and Chief Financial Officer of the Company and the Bank effective January ~~23,~~ 2019. Mr. Rusnak is responsible for the treasury, finance and accounting functions of the Company. Immediately prior to joining us in 2015, Mr. Rusnak was an advisory board member and founding principal of Ovitz Corporation.

Will O’Brien, age ~~56,~~ 57, has been employed by the Bank since 1999. During his tenure, Mr. O’Brien has held various positions in the Bank including branch manager and commercial lender. Mr. O’Brien ~~most recently~~ served as First Vice President of Credit Administration and was ~~just recently~~ appointed as Senior Vice President Chief Risk Officer of the Company and the Bank and the Company's Corporate ~~Secretary.~~Secretary in January 2020. Mr. O’Brien is responsible for overseeing the Enterprise Risk Management program, as well as Loss Mitigation, Compliance, BSA/AML and Security functions.

~~VI.~~

~~PROPOSAL 2 -RATIFICATION OF APPOINTMENT OF AUDITORS~~

VI.

PROPOSAL 2 -RATIFICATION OF APPOINTMENT OF AUDITORS

The Audit Committee has approved the engagement of Bonadio & Co., LLP to be our independent registered public accounting firm for ~~2022.~~2023. At the Annual Meeting, shareholders will consider and vote on the ratification of the engagement of Bonadio & Co., LLP, for the year ending December 31, ~~2022.~~2023. A representative of Bonadio & Co., LLP is expected to attend the Annual

Meeting to respond to appropriate questions and to make a statement if he or she so desires. Information regarding our engagement of Bonadio & Co., LLP is set forth below.

In order to ratify the selection of Bonadio & Co., LLP, as our independent registered public accounting firm for ~~2022,~~2023, the proposal must receive at least a majority of the votes cast, either at the Annual Meeting or by proxy, in favor of such ratification.

THE AUDIT COMMITTEE AND BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BONADIO & CO., LLP AS OUR AUDITORS FOR ~~2022.~~2023.

~~AUDIT AND RELATED FEES FOR 2021 AND 2020~~

AUDIT AND RELATED FEES FOR 2022 AND 2021

Our Auditors for ~~2021~~2022 and ~~2020~~2021 were Bonadio & Co., LLP.

Audit Fees

Bonadio & Co., LLP billed us a total of ~~$188,024~~$197,360 in 2022 and ~~$270,942~~$188,024 in 2021, ~~and 2020,~~ respectively, ~~for~~ for:

•

the audit of our ~~2021~~2022 and ~~2020~~2021 annual consolidated financial ~~statements,~~ statements;

•

the audit of our internal control over financial reporting for ~~2021,~~ 2022 and 2021;

•

review of our Annual Report on Form ~~10-K,~~ 10-K;

•

review of consolidated financial statements included in Forms ~~10-Q,~~10-Q; and

•

services normally provided in connection with statutory and regulatory filings, including out-of-pocket expenses.

Audit-related fees

Bonadio & Co., LLP billed us a total of $52,485 and $46,150 for 2022 and ~~$43,933 for~~ 2021, ~~and 2020,~~ respectively, for audit-related fees, which included professional services rendered for the three annual audits of the Company’s employee benefit plans.

Recurring and non-recurring tax services

Bonadio & Co., LLP billed us a total of $46,950 and $37,250 in 2022 and ~~$80,150 in~~ 2021, ~~and 2020,~~ respectively, for tax fees which included the preparation of state and federal tax returns, calculation of the quarterly tax estimates, and other tax-related consulting. ~~Recurring and non-recurring tax services included assistance in connection with the New York State Franchise tax examination.~~

All Other Fees

There were no other fees charged by Bonadio & Co., LLP ~~billed us a total of $0 for 2021 and 2020, respectively, for all other fees.~~in 2022 or 2021.

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. All of the non-audit fees incurred in 2022 and 2021 ~~and 2020~~ were ~~preapproved~~pre-approved pursuant to our policy.

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 ~~2021~~2022 did not affect the auditors’ independence in performing their function as independent registered public accounting firm.

~~AUDIT COMMITTEE REPORT~~

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, ~~2021;~~

2022;

•

Discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Oversight Board and the SEC;

•

Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committees concerning independence, and has discussed with the independent registered public accounting firm 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, ~~2021.~~2022. The Audit Committee appointed Bonadio & Co., LLP as Auditors for ~~2022,~~2023, which appointment the shareholders will be asked to ratify at the ~~2022~~2023 Annual Meeting.

This report has been provided by the Audit Committee:

David Ayoub, Chris Burritt, Melanie Littlejohn, ~~and~~ John Sharkey III and L. Buddy Stemple

VII.

NEXT YEAR

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 ~~9, 2022.~~29, 2023. Any such proposals shall also be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.

Under ~~new~~ SEC Rule 14a-19, a shareholder intending to engage in a director election contest with respect to Pathfinder Bancorp, Inc.’s annual meeting of shareholders to be held in ~~2023~~2024 must give Pathfinder Bancorp, Inc. notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous year’s annual meeting. This deadline is ~~March 14, 2023.~~April 1, 2024.

In addition to the requirement set forth under SEC Rule 14a-19, our Bylaws provide an advance notice procedure for certain business, or nominations to the board of directors, to be brought before an annual meeting of shareholders. In order for a shareholder to properly bring business before an annual meeting, or to propose a nominee to the board of directors, Pathfinder Bancorp, Inc.’s Secretary must receive written notice not less than 80 days nor more than 90 days prior to any such meeting; provided, however, that if less than 90 days’ notice or prior public disclosure of the date of the meeting is given to shareholders, such written notice shall be delivered or mailed to and received by the Secretary of Pathfinder Bancorp, Inc. at its principal executive office not later than the tenth day following the day on which notice of the meeting was mailed to shareholders or such public disclosure was made.

The notice with respect to shareholder proposals that are not nominations for director must set forth as to each matter such shareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such shareholder as they appear on Pathfinder Bancorp, Inc.’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii)

the class or series and number of shares of capital stock of Pathfinder Bancorp, Inc. which are owned beneficially or of record by such shareholder and such beneficial owner; (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business; and (v) a representation that such shareholder intends to appear at the Annual Meeting or by proxy at the annual meeting to bring such business before the meeting.

The notice with respect to director nominations must include (a) as to each person whom the shareholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such person’s qualification to serve on the board of directors of Pathfinder Bancorp, Inc.; (ii) an affidavit that such person would not be disqualified under the provisions of

Article II, Section 12 of the Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation and (iv) a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the shareholder giving the notice: (i) the name and address of such shareholder as they appear on Pathfinder Bancorp, Inc.’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of Pathfinder Bancorp, Inc. which are owned beneficially or of record by such shareholder and such beneficial owner; (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder; (iv) a representation that such shareholder intends to appear at the Annual Meeting or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act of 1934 or any successor rule or regulation.

The 2024 annual meeting of shareholders is expected to be held May 6, 2024. Advance written notice for certain business, or nominations to the board of directors, to be brought before the next annual meeting must be given to us no earlier than February 6, 2024 and no later than February 16, 2024. If notice is received before February 6, 2024 or after February 16, 2024, it will be considered untimely, and we will not be required to present the matter at the shareholders meeting.

The 2023 annual meeting of shareholders is expected to be held May 6, 2023. Advance written notice for certain business, or nominations to the board of directors, to be brought before the next annual meeting must be given to us no earlier than February 7, 2023 and no later than February 17, 2023. If notice is received before February 7, 2023 or after February 17, 2023, it will be considered untimely, and we will not be required to present the matter at the shareholders meeting.

Nothing in this paragraph shall be deemed to require the Company 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.

BY ORDER OF THE BOARD OF DIRECTORS

William D. O’Brien

Secretary

Oswego, New York

April ~~8, 2022~~27, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report ~~and~~to Shareholders, Form 10-K and Proxy Card are available on the internet at ~~http://~~www.pathfinderbank.com/annualmeeting.

MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 PATHFINDER BANCORP INC. ~~VOTE~~MMMMMMMMM 000004 ~~ENDORSEMENT_LINE SACKPACK~~ENDORSEMENT_LINE______________ SACKPACK_____________ MR ~~A SAMPLE DESTGNATI0N~~ASAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ~~C123456789~~Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ~~000000000,000000~~000000000.000000 ext 000000000.000000 ext ~~000000000,000000~~000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. OUR PROXY ~~SIATEMENT,~~STATEMENT, ANNUAL REPORT TO SHAREHOLDERS AND PROXY CARD ARE AVAILABLE ON THE INTERNET AT WWW.PATHFINDERBANK.COM/ANNUALMEETING. ~~Yotes~~Votes submitted electronically must be received by 11:~~00am,~~59 pm, Eastern Time, on May ~~4,2022. 0nline G o~~31, 2023. Online Go to www.investorvote.com/PBHC or scan the 0RQR code -— login details are located in the shaded bar below. ~~Using a black link pen, mark your votes with an X as shown in this example, Please do not write outside the designated areas.~~ Phone Call toll free ~~I-800-652-V0TE (8583)~~1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/PBHC ~~ES0P V0TE AUTH0RIZATION F0RM~~Annual Meeting Proxy Card 1234 5678 9012 345 • IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ~~1234 5678 9012 345~~• Proposals — THE BOARD OF DIRECTORS RECOMMENDS A ~~Proposals - THE B0ARD 0F DIRECTOR RECMMENDS A VOTE'FOR' PR0P0SALS~~VOTE “FOR” PROPOSALS 1 AND 2. A 1. Election of Directors + For Withhold For Withhold For Withhold ~~☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐~~01 - David A. Ayoub – 02 - William A. Barclay – 03 - James A. Dowd – for a three-year term for a three-year term for a three-year term 04 - John F. Sharkey, III – 05 - Chris R. Burritt – for a three-year term for a one-year term 02 - John F. Sharkey, lll - for a one-year term 03 - Eric Allyn - for a three-year term 04. Meghan Crawford-Hamlin - for a three-year term 05 - Adam C. Gagas - for a three-year term 06 - Melanie Littlejohn - for a three-year termFor Against Abstain 2. The ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, ~~2022; For Against Abstain B Authorize~~2023; Authorized Signatures -— This section must be completed for your vote to be counted. -— Date and Sign Below B When shares are held by joint tenants, both should sign. Executors, administrators, trustees, ~~etc~~etc. should give full title as such. If the ~~singer~~signer is a corporation, please sign full corporate name by duly authorized officer. Date (mm/dd/yyyy) -— Please print date below. Signature 1 -— Please keep signature within the box. Signature 2 -— Please keep signature within the box. ~~C 1234567890 1 P C F 538219~~ MR A SAMPLE (THIS AREA IS SET ~~UP TO ACCOMMODATE~~UPTOACCOMMODATE C 1234567890 JNT 140 CHARACTERS) ~~MRA SAMPLE AND MR A SAMPLE AND MR A SIMPLE AND MR A SAMPLE AND MRA SAMPLE AND~~ MR A SAMPLE AND MR A SAMPLE AND ~~MRA SAMPLE~~MR ASAMPLE AND ~~JNT 03M8BB~~

~~The 2022~~ MR ASAMPLE AND MR ASAMPLE AND 1UPX 575449 MR ASAMPLE AND MR ASAMPLE AND MR ASAMPLE AND MMMMMMM + 03SNPC
Annual Meeting of ~~Shareholder~~Shareholders of ~~PATHFINDER BANCORP, INC. will be held on May 13, 2022~~Pathfinder Bancorp, Inc. June 1, 2023 at 10:00 ~~A.M. EST, virtually via~~a.m. Eastern Time The Lake Ontario Conference and Events Center 24 East First Street, Oswego, New York 13126 Upon arrival, please present this admission ticket and photo identification at the internet at meetnow.global/MY9FFMD. This virtual meeting service is not supported by Internet Explorer. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.registration desk. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/PBHC IF VOTING BY MAII, SIGN, DETACH AND RETURN THE BOTTOM PORTIION IN THE ETNCLOSED ENVELOPE. PATHFIDER BANC0RP INC. ANNUAL MEETING OF SHAREHOLDERS MAY 13, 2022 This ESOP Vote Authorization Form is solicited by the ESOP Trustee The ESOP participant signing on the reverse side hereby directs the ES0P Trustee to vote all shares of common stock of pathfinder Bancorp, lnc. as to which the ESOP participant is entitled to direct the voting at the Annual Meeting of Shareholders ('Annual Meeting"), which will be held virtually with the hosting link meetnow.global/MY9FFMD on May 13, 2022 at 10:00 A.M. EST. The ES0P Trustee is authorized to cast all votes with respect to the shares allocated to the ESOP Participant's account as indicated on the reverse side. THE ESOP VOTE AUTHORIZATION FORM WILL BE VOTE AS DIRECTED, BUT IF NO ITSTRUCTIONS ARE SPECIFIED, AND THE ESOP VOTE AUTHORIZATION FORM IS RETURNED SIGNED, THIS ESOP VOTE AUTHORIZATION I FOMM WILL BE VOTED ”FOR” PROPOSALS 1 AND 2. THE ESOP TRUSTEE WILL VOTE ANY SHARES FOR WHICH IT HAS RECEIVED NO VOING INSTRUCTIONS IN THE SAME PROPORTIOIIN AS IT VOTES SHARES; FOR WHHICH TS HAS RECEIVED INSTRUCTIONS FROM TIHE PARTICIPANTS. IF ANY OIHER BUSSNESS IS PREJENTEND AT THE ANNUAL MEETING. THIS ESOP VOTE AUTHORIZATION FORM WILL BE VOTED BY THE ESOP TRUSTEE IN THE BEST INTEREST OF PARATICIPANT AND BENEFICIARIES OF THE ESOP. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT IHE ANNUAL MEETING. Please complete, date, sign and mail this proxy card ln the enclosed postage-paid envelope. C Non-Voting ltems Change of Address Please print new address below. Comments Please print your comments below

~~PATHFINDER BANCORP INC. VOTE Using a black ink pen, nark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Gard~~ • IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals - THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. 1. Election of Directors For Withhold 01 - David A. Ayoub - for a one-year term 02 - John F. Sharkey, lll - for a one-year term For Withhold 03 - Eric Allyn - for a three-year term 04 - Meghan Crawford-Hamlin - for a three-year term For Withhold 05 - Adam C. Gagas - for a three-year term 06 - Melanie Littlejohn - for a three-year term 2. The ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2022; for Against Abstain B Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full tittle as such. If the signer is a corporation, please sign full corporation name by duly authorized officers. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. 1UPX 538219 03M848

~~IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~• REVOCABLE PROXY -– PATHFINDER BANCORP, INC. + ANNUAL MEETING OF SHAREHOLDERS ~~MAY 13, 2022~~June 1, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned hereby appoints the full Board of Directors, with full ~~power~~powers of ~~substation~~substitution to act as attorneys and proxies for the undersigned, to vote all shares of ~~common~~Common Stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Shareholders (“Meeting”) which will be held ~~virtually with the hosting link meetnow.global/MY9FFMD~~at The Lake Ontario Conference and Events Center, 24 East First Street, Oswego, New York 13126 on ~~May 13, 2022~~June 1, 2023 at 10:00 ~~A.M. EST.~~a.m. Eastern Time. The Board of Directors is authorized to cast all votes to which the undersigned is entitled as stated on the reverse side. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS I1 AND 2. 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. Should the undersigned be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Annual Meeting of the ~~Shareholder's~~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 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 ~~8,2022.~~27, 2023. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE Non-Voting Items C Change of Address — Please print new address below. Comments — Please print your comments below. +

MMMMMMMMMMMM

MMMMMMMMMMMMMMM

C123456789

PATHFINDER BANCORP INC.

MMMMMMMMM

MMMMMMMMMMMM PATHFINDER BANCORP INC. ENDORSEMENT LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 000004 C1 23456789 000000000.000000ext 000000000.000000 ext 000000000.000000ext 000000000.000000 ext 000000000.000000ext 000000000.000000 extMMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card. OUR PROXY SIATEMENT, ANNUAL REPORT IO SHAREHOLDERS AND PROXY CARD ARE AVAITABLE ON THE INIERNET AT WWW.PAIHFINDERBANK.COM/ANNUALMEETING. Online GO to www.investorvote.com/PBHC or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-V0TE (8683) within the USA, US territories and Canada Save paper, Time and money Sign up for electronic delivery at www.investorvote.com/PBHC Annual Meeting Proxy Card~~1234 5678 9012 345~~ • IF ~~YOTING~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proposals -— THE BOARD OF DIRECTORS RECOMMENDS A ~~YOTE "FOR”~~VOTE “FOR” PROPOSALS 1 AND 2. A 1. Election of Directors 01 - David A. Ayoub -– for a ~~one-year~~three-year term 04 - ~~Meghan Crawford-Hamlin -~~John F. Sharkey, III – for a three-year term For Withhold 02 - ~~John F. Sharkey, III~~William A. Barclay – for a three-year term 05 - Chris R. Burritt – for a one-year term ~~05 - Adam C. Gagas - for a three-year term~~For Withhold 03 - ~~Eric Allyn - for a three-year term 06 - Melanie Littlejohn -~~James A. Dowd – for a three-year term For Withhold + For Against Abstain 2. The ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, ~~2022. For Against Abstain~~2023; Authorized Signatures -— This section must be completed for your vote to be counted. -— Date and Sign Below B When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. Date (mm/dd/yyyy) -— Please print date below. Signature 1 -— Please keep signature within the box. Signature 2 -— Please keep signature within the box. C 1234567890 J N T 1 U P X 5 3 8 2 1 9 MR A SAMPTE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAIMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 03M89B

The 2022 Annual Meeting of Shareholders of PATHFINDER BANCORP, INC. will be held on May 13, 2022 at 10:00 A.M. EST, virtually via the internet at meetnow.global/MY9FFMD. This virtual meeting service is not supported by Internet Explorer. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/PBHC1UPX 575449 + 03SNQC
• IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • REVOCABLE PROXY -– PATHFINDER BANCORP, INC. ~~ANNUML~~ANNUAL MEETING OF SHAREHOLDERS ~~MAY 13, 2022~~June 1, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. 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 ~~virtually with the hosting link meetnow.global/MY9FFMD~~at The Lake Ontario Conference and Events Center, 24 East First Street, Oswego, New York 13126 on ~~May 13, 2022~~June 1, 2023 at 10:00 ~~A.M. EST.~~a.m. Eastern Time. The Board of Directors is authorized to cast all votes to which the undersigned is entitled as stated on the reverse side. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. 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 ~~BOARB~~BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. Should the undersigned be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Annual Meeting of the ~~Shareholder‘s~~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 prior to a ~~vote~~vo

te 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 ~~8, 2022.~~27, 2023. PLEASE COMPLETE, DATE, SIGN,

AND MAIL

MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 PATHFINDER BANCORP INC. MMMMMMMMM 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR ASAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. OUR PROXY STATEMENT, ANNUAL REPORT TO SHAREHOLDERS AND PROXY CARD ARE AVAILABLE ON THE INTERNET AT WWW.PATHFINDERBANK.COM/ANNUALMEETING. Votes submitted electronically must be received by 11:59 pm, Eastern Time, on May 22, 2023. Online Go to www.investorvote.com/PBHC or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/PBHC ESOP VOTE AUTHORIZATION FORM 1234 5678 9012 345 • IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proposals — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. A 1. Election of Directors + For Withhold For Withhold For Withhold 01 - David A. Ayoub – 02 - William A. Barclay – 03 - James A. Dowd – for a three-year term for a three-year term for a three-year term 04 - John F. Sharkey, III – 05 - Chris R. Burritt – for a three-year term for a one-year term For Against Abstain 2. The ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2023; Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below B When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MR A SAMPLE (THIS AREA IS SET UPTOACCOMMODATE C 1234567890 JNT 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR ASAMPLE AND MR ASAMPLE AND MR ASAMPLE AND 1PCF 575449 MR ASAMPLE AND MR ASAMPLE AND MR ASAMPLE AND MMMMMMM + 03SZFC
Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. June 1, 2023 at 10:00 a.m. Eastern Time Venue The Lake Ontario Conference and Events Center 24 East First Street, Oswego, New York 13126 Upon arrival, please present this admission ticket and photo identification at the registration desk. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/PBHC • IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • + PATHFINDER BANCORP, INC. ANNUAL MEETING OF SHAREHOLDERS June 1, 2023 This ESOP Vote Authorization Form is solicited by the ESOP Trustee The ESOP participant signing on the reverse side hereby directs the ESOP Trustee to vote all shares of common stock of Pathfinder Bancorp, Inc. as to which the ESOP participant is entitled to direct the voting at the Annual Meeting of Shareholders (“Annual Meeting”), which will be held at The Lake Ontario Conference and Events Center, 24 East First Street, Oswego, New York 13126 on June 1, 2023 at 10:00 a.m. Eastern Time. The ESOP Trustee is authorized to cast all votes with respect to the shares allocated to the ESOP Participant’s account as indicated on the reverse side. THE ESOP VOTE AUTHORIZATION FORM WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, AND THE ESOP VOTE AUTHORIZATION FORM IS RETURNED SIGNED, THIS ESOP VOTE AUTHORIZATION FORM WILL BE VOTED “FOR” PROPOSALS 1 AND 2. THE ESOP TRUSTEE WILL VOTE ANY SHARES FOR WHICH IT HAS RECEIVED NO VOTING INSTRUCTIONS IN THE SAME PROPORTION AS IT VOTES SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS FROM THE PARTICIPANTS. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS ESOP VOTE AUTHORIZATION FORM WILL BE VOTED BY THE ESOP TRUSTEE IN THE BEST INTEREST OF PARTICIPANTS AND BENEFICIARIES OF THE ESOP. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. Please complete, date, sign and mail this ESOP Vote Authorization Form in the enclosed postage-paid envelope. Non-Voting Items C Change of Address — Please print new address below. Comments — Please print your comments below. + THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE ~~C Non-Voting Items Change of Address Please print new address below. Comments Please print your comments below.~~


			PAGE #
I.	Information about this Proxy Statement and the Annual Meeting			4
	A.	Date, Time and Place		4
	B.	Voting Securities and Principal Holders Thereof		4
	C.	Proxy Solicitation Costs		5
	D.	Revocation of Proxies		5
	E.	Conduct of Meeting		65
	F.	Attendance of Directors at the Annual Meeting		65
	G.	Other Matters		65
	H.	Smaller Reporting Company		65
II.	Our Governance and Beneficial Ownership			6
	A.	Leadership Structure and Risk Oversight Rule of the Board of Directors		6
	B.	Independence and Diversity of Directors		6
	C.	Security Ownership of Certain Beneficial Owners and Management		76
	D.	Delinquent Section 16(a) Reports		9
	E.	Transactions with Certain Related Persons		9
	F.	Anti-Hedging Policy		10
	G.	Code of Ethics		10
	H.	Shareholder Communications		10
III.	Meetings and Committees of the Board of Directors			1011
	A.	Nominating/Governance Committee		11
	B.	Compensation Committee		1213
	C.	Audit Committee		1213
	D.	Asset/Liability Committee (ALCO)		13
	E.	Executive/Loan Committee		13
	F.	Other Committees		1314
IV	Compensation Disclosure			1314
	A.	Executive Compensation		1314
	B.	Compensation of our Named Executive Officers		15
	C.	Directors’ Compensation		1922
V.	Proposal 1 – Election of Directors			2023
	A.	Composition of our Board		2023
	B.	Nominees		2124
	C.	Continuing Directors		2325
	D.	Executive Officers who are not Directors		2427
VI.	Proposal 2– Ratification of Appointment of Auditors			2427
	A.	Audit and Related Fees for ~~2021~~2022		2528
	B.	Audit Committee Report		2529
VII.	Next Year			2629


Name and Address of Beneficial Owners	Amount Beneficially Owned		Percentage of Shares of Voting Common Stock Outstanding	Amount Beneficially Owned		Percentage of Shares of Voting Common Stock Outstanding
Castlecreek Capital Partners VII, LP⁽¹⁾		409,908	8.9%
Castlecreek Capital VII LLC
Castle Creek Capital Partners VII, LP (1)					409,908	8.8%
Castle Creek Capital VII LLC
6051 El Tordo
PO Box 1329
Rancho Santa Fe, CA 92067

Pathfinder Bank Employee Stock Ownership Plan Trust ⁽²⁾		405,383	8.8%		386,935	8.3%
c/o Pentegra Services, Inc.
2 Enterprise Drive, Suite 408
Shelton, CT 06484

Minerva Advisors, LLC ⁽³⁾		251,746	5.5%		251,649	5.4%
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004

Name and Address of Beneficial Owners	Number of Shares Owned and Nature of Beneficial Ownership ⁽¹⁾		Number of Unexercised Stock Options which are included in Beneficial Ownership⁽²⁾		Percentage of Shares of Voting Common Stock Outstanding
Directors and Executive Officers⁽³⁾	#		#		%
David A. Ayoub ⁽⁴⁾		39,948		17,023		0.9
William A. Barclay ⁽⁵⁾		90,750		8,787		2.0
Chris R. Burritt ⁽⁶⁾		56,691		8,787		1.2
John P. Funiciello ⁽⁷⁾		45,537		8,787		1.0
Adam C. Gagas ⁽⁸⁾		201,052		17,023		4.4
Melanie Littlejohn ⁽⁹⁾		12,302		8,787		0.3
John F. Sharkey, III ⁽¹⁰⁾		51,538		-		1.1
Lloyd "Buddy" Stemple⁽¹¹⁾		71,570		-		1.6
Thomas W. Schneider ⁽¹²⁾		94,114		21,407		2.0
James A. Dowd ⁽¹³⁾		67,863		13,556		1.5
Ronald Tascarella ⁽¹⁴⁾		99,219		13,556		2.2
Daniel R. Phillips ⁽¹⁵⁾		60,646		33,793		1.3
Calvin L. Corriders⁽¹⁶⁾		49,477		17,055		1.1
Walter F. Rusnak ⁽¹⁷⁾		76,495		13,222		1.7
William O'Brien⁽¹⁸⁾		32,397		17,055		0.7
All Directors and Executive Officers as a Group (15 persons)		1,049,599		198,838		22.8
Section 16 Filers

Robert G. Butkowski		27,075		3,136		0.6
Ronald G. Tascarella		22,844		3,609		0.5


Name and Address of Beneficial Owners	Number of Shares Owned and Nature of Beneficial Ownership (1)		Number of Unexercised Stock Options which are included in Beneficial Ownership (2)		Percentage of Shares of Voting Common Stock Outstanding
Director Nominees, Directors, Named Executive Officers and Executive Officers (3)	#		#		%
Eric Allyn (4)		50,394	─			1.1
David A. Ayoub (5)		39,948		17,023		0.9
William A. Barclay (6)		90,750		8,787		2.0
Meghan Crawford-Hamlin	─		─			0.0
Chris R. Burritt (7)		56,691		8,787		1.2
John P. Funiciello (8)		45,537		8,787		1.0
Adam C. Gagas (9)		201,052		17,023		4.3
Melanie Littlejohn (10)		12,302		8,787		0.3
John F. Sharkey, III (11)		51,538	─			1.1
Lloyd "Buddy" Stemple (12)		71,570	─			1.5
James A. Dowd (13)		72,327		16,870		1.6
Ronald Tascarella (14)		103,416		16,870		2.2
Daniel R. Phillips (15)		63,459		29,106		1.4
Calvin L. Corriders (16)		51,441		17,555		1.1
Walter F. Rusnak (17)		97,707		24,851		2.1
William O'Brien (18)		34,322		17,555		0.7
Thomas W. Schneider (19)		74,868	─			1.6
All Directors and Executive Officers as a Group (16 persons)		1,117,322		192,001		24.0
Section 16 Filers
Robert G. Butkowski		28,503		3,636		0.6
Ronald G. Tascarella		25,640		5,109		0.6


	Largest Aggregate				Non-		Principal		Principal Paid		Interest Paid
	Balance 01/01/21		Interest		Employee		Balance		01/01/2021 to		01/01/21 to
	to 12/31/22		Rate		Interest Rate		12/31/2022		12/31/2022		12/31/2022
Name	$		%		%		$		$		$
James Dowd		140,596		2.250		2.500	─			140,596		2,647
James Dowd		208,000		2.125		2.375		188,934		19,066		4,512
Lloyd Stemple		129,585		2.750		3.250	─			129,585		5,455
William O'Brien		110,440		2.500		3.000		79,695		30,746		4,593


		By Order of the Board of Directors

April ~~8, 2022William~~27, 2023		William O’Brien, Secretary


Director	Asset/Liability Committee (ALCO) Member	Audit Committee Member	Compensation Committee Member	Nominating and Governance Committee Member	~~Executive~~Directors' Loan Review Committee Member

Eric Allyn					X
David A. Ayoub	X	Chair	X		X
William A. Barclay			X	Chair	X
Chris R. Burritt	X	X	X	X	Chair
Meghan Crawford-Hamlin					X
John P. Funiciello	X				X
Adam C. Gagas	X		Chair		X
Melanie Littlejohn		X		X	X
~~Thomas W. Schneider~~					X
John F. Sharkey, III	X	X	X	X	X
Lloyd "Buddy" Stemple	Chair		X	X	X

Summary Compensation Table
Name and Principal				Bonus		Stock Options	Restricted Stock Units	Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
Position	Year	Salary		($) ⁽¹⁾		($)	($)	($) ⁽²⁾		($) ⁽³⁾		($)
Thomas W. Schneider	2021		360,350		130,147	─	─	─			659,942		1,150,439
President and Chief	2020		360,350		67,081	─	─		6,555		130,120		564,106
Executive Officer
James A. Dowd	2021		219,300		54,540	─	─		10,867		87,404		372,111
Executive Vice President	2020		210,000		33,996	─	─		8,348		84,767		337,111
Chief Operating Officer
Ronald Tascarella	2021		219,300		53,452	─	─		3,541		61,189		337,482
Executive Vice President	2020		210,000		35,700	─	─		2,523		56,397		304,620
Chief Banking Officer

		Fees earned or paid in cash		Non-qualified deferred compensation earnings⁽¹⁾		All Other Compensation ⁽²⁾	Total
Name	Year	($)		($)		($)	($)
David A. Ayoub ⁽³⁾	2021		45,391		11,744	─		57,135
William A. Barclay ⁽⁴⁾	2021		39,400		6,855	─		46,255
Chris R. Burritt ⁽⁵⁾	2021		60,100		29,454	─		89,554
John P. Funiciello ⁽⁶⁾	2021		33,500		11,744	─		45,244
Adam C. Gagas ⁽⁷⁾	2021		35,300	─		─		35,300
George P. Joyce ⁽⁸⁾	2021		44,400	─		─		44,400
Melanie Littlejohn ⁹⁾⁽⁹⁾	2021		36,400	─		─		36,400
John F. Sharkey	2021		43,600		7,264	─		50,864
Lloyd "Buddy" Stemple	2021		35,400		18,352	─		53,752

Name ⁽¹⁾	Age ⁽²⁾	Position Held	Director Since ⁽³⁾	Current Term to Expire

Director Nominees For a One-Year Term
David A. Ayoub	59	Director	2012	2022
John F. Sharkey, III	64	Director	2014	2022

New Nominees For a Three-Year Term
Eric Allyn	58	None	N/A	N/A
Meghan Crawford-Hamlin	32	None	N/A	N/A

Director Nominees for a Three-Year Term
Adam C. Gagas	50	Director	2014	2022
Melanie Littlejohn	57	Director	2016	2022

Directors Continuing in Office
William A. Barclay	53	Director	2011	2023
Chris R. Burritt	69	Chairman of the Board	1986	2023
John P. Funiciello	58	Director	2011	2024
Thomas W. Schneider	60	Director, President and Chief Executive Officer	2001	2024
Lloyd "Buddy" Stemple	61	Director	2005	2024