Greene County Bancorp (GCBC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 7, 2026, with proxy voting encouraged over in-person attendance.

• Four main proposals: election of two directors, ratification of auditor, advisory vote on executive compensation, and company name change.

• Majority shareholder Greene County Bancorp, MHC holds 54.1% of shares, ensuring quorum and likely passage of proposals.

• Proxy materials and annual report are available online, with options for paper copies upon request.

Voting matters and shareholder proposals

• Election of two directors: Christopher Cannucciari and Peter W. Hogan, both current board members, for three-year terms.

• Ratification of Bonadio & Co, LLP as independent auditor for fiscal year ending June 30, 2027.

• Advisory, non-binding say-on-pay vote on executive compensation.

• Approval of charter amendment to change company name to Greene Bancorp, Inc., reflecting rebranding.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members, with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; exceptions are due to executive roles or business relationships.

• Board chaired by an independent director, with active risk oversight through committees and regular reporting.

• Standing committees: Executive, Nominating, Compensation, and Audit, all meeting regularly.

• Nominating Committee considers diversity of experience and skills but has no formal diversity policy.