Greene County Bancorp (GCBC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 7, 2026, to vote on director elections, auditor ratification, executive compensation, and a company name change.

• Shareholders may vote by proxy or in person, with detailed procedures for revocation and voting eligibility.

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

Voting matters and shareholder proposals

• Four main proposals: election of two directors, ratification of Bonadio & Co, LLP as auditor, advisory vote on executive compensation, and approval of a charter amendment to change the company name.

• Board recommends voting “FOR” all proposals; Mutual Holding Company’s majority stake ensures passage.

• Procedures for shareholder proposals and director nominations for future meetings are outlined, including advance notice requirements.

Board of directors and corporate governance

• Board consists of eight members, with two nominees up for election for three-year terms.

• Majority of directors are independent per Nasdaq standards; board chaired by an independent director.

• Committees include Audit, Compensation, Nominating, and Executive, each with defined roles and charters.

• Board and committee meeting attendance is high, with regular executive sessions of independent directors.

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