Greene County Bancorp (GCBC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 1, 2025, with proxy voting encouraged over in-person attendance.

• Four main proposals: election of three directors, ratification of auditor, advisory say-on-pay, and frequency of say-on-pay votes.

• Proxy materials and annual report available online; shareholders can request paper copies.

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

Voting matters and shareholder proposals

• Election of three directors: John Brust, Tejraj S. Hada, and Donald E. Gibson, with Board recommending a vote for all.

• Ratification of Bonadio & Co, LLP as independent auditor for fiscal year ending June 30, 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of such votes, with Board recommending annual frequency.

• Procedures for shareholder proposals and director nominations detailed, with deadlines for 2026 meeting submissions.

Board of directors and corporate governance

• Board consists of eight members, with a mix of independent and non-independent directors.

• Board committees include Executive, Nominating, Compensation, and Audit, all with defined charters and regular meetings.

• Board leadership is separated between an independent Chairman and the CEO.

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

• Shareholder communications and director nomination procedures are established.