Greene County Bancorp (GCBC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 2, 2024, to elect four directors, ratify the external auditor, and hold a say-on-pay advisory vote.

• Proxy materials are available online, and shareholders are encouraged to vote by proxy rather than in person.

• Greene County Bancorp, MHC holds 54.1% of shares, ensuring majority control.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, ratifying Bonadio & Co, LLP as auditor for FY 2025, and approving a non-binding advisory resolution on executive compensation.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by May 23, 2025.

Board of directors and corporate governance

• Board consists of eight members, with staggered three-year terms; four directors up for election in 2024.

• Board leadership is chaired by an independent director; majority of directors are independent per NASDAQ standards.

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

• Board and committee attendance exceeded 75% for all members in FY 2024.

• Procedures exist for shareholder nomination of directors and communication with the board.