Pioneer Bancorp (PBFS) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on November 19, 2024, with voting on director elections and auditor ratification as the main business.

• Stockholders of record as of October 15, 2024, are eligible to vote, with 26,056,804 shares outstanding.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Stockholders will vote on the election of three directors and the ratification of Bonadio & Co., LLP as the independent auditor for a six-month transition period ending December 31, 2024.

• Directors are elected by plurality; auditor ratification requires a majority of votes represented.

• Stockholders may submit proposals for the 2025 meeting by December 20, 2024.

Board of directors and corporate governance

• The board consists of eight members, with a majority being independent as per Nasdaq standards.

• Board leadership is chaired by an independent director, Dr. James K. Reed.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with written charters.

• Board diversity matrix: 3 female, 5 male directors, all white.

• Directors are expected to attend annual meetings; all attended in 2023.