SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Greene County Bancorp, Inc.
_______________________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1),or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
...................................................................
2) Aggregate number of securities to which transaction applies:
......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
......................................................................
4) Proposed maximum aggregate value of transaction:
......................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed: September 20, 2002
[GREENE COUNTY BANCORP LETTERHEAD]
September 20, 2002
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of Greene
County Bancorp, Inc. (the "Company"). The Company is the holding company of The
Bank of Greene County, and our common stock is traded on the Nasdaq Small Cap
Market under the symbol "GCBC." The Annual Meeting will be held at the main
office of the Company, located at 425 Main Street, Catskill, New York, at 5:30
p.m., New York Time, on October 23, 2002.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of our independent accountants, will be present to respond to any
questions that stockholders may have.
The Annual Meeting is being held so that stockholders may consider the election
of directors and the ratification of the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for fiscal year 2003. For the
reasons set forth in the Proxy Statement, the Board of Directors unanimously
recommends a vote "FOR" the election of directors and the ratification of the
appointment of PricewaterhouseCoopers LLP as the Company's independent
accountants.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you currently plan to attend
the Annual Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting. Your
vote is important, regardless of the number of shares that you own.
Sincerely,
/s/J. Bruce Whittaker
President and Chief Executive Officer
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On October 23, 2002
Notice is hereby given that the Annual Meeting of Stockholders of Greene County
Bancorp, Inc. (the "Company") will be held at the main office of the Company,
located at 425 Main Street, Catskill, New York, on October 23, 2002 at 5:30
p.m., New York Time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two directors to the Board of Directors;
2. The ratification of the appointment of PricewaterhouseCoopers
LLP as independent accountants for the Company for the fiscal
year ending June 30, 2003; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Stockholders of record at the close of business on September
13, 2002, are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available at 302 Main Street, Catskill, New York, for a period
of ten days prior to the Annual Meeting and will also be available for
inspection at the meeting itself.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/Bruce P. Egger
Secretary
September 20, 2002
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
PROXY STATEMENT
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
ANNUAL MEETING OF STOCKHOLDERS
October 23, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Greene County Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), which will be held at the main office of the Company, located
at 425 Main Street, Catskill, New York, on October 23, 2002, at 5:30 p.m., New
York Time, and all adjournments of the Annual Meeting. The accompanying Notice
of Annual Meeting of Stockholders and this Proxy Statement are first being
mailed to stockholders on or about September 20, 2002.
________________________________________________________________________________
REVOCATION OF PROXIES
________________________________________________________________________________
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed proxies will be voted "FOR" the
proposals set forth in this Proxy Statement for consideration at the Annual
Meeting. If any other matters are properly brought before the Annual Meeting,
the persons named in the accompanying proxy will vote the shares represented by
such proxies on such matters in such manner as shall be determined by a majority
of the Board of Directors.
A proxy may be revoked at any time prior to its exercise by sending written
notice of revocation to the Secretary of the Company at the address shown above,
by delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
stockholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting. The presence at the Annual Meeting of any stockholder who had
returned a proxy shall not revoke such proxy unless the stockholder delivers his
or her ballot in person at the Annual Meeting or delivers a written revocation
to the Secretary of the Company prior to the voting of such proxy.
________________________________________________________________________________
VOTING PROCEDURES AND METHODS OF COUNTING VOTES
________________________________________________________________________________
Holders of record of the Company's common stock, par value $0.10 per share,
as of the close of business on September 13, 2002 (the "Record Date") are
entitled to one vote for each share then held. As of the Record Date, the
Company had 2,024,835 shares of common stock issued and outstanding (exclusive
of Treasury shares), 1,152,316 of which were held by Greene County Bancorp,
M.H.C. (the "Mutual Holding Company"), and 872,519 of which were held by
stockholders other than the Mutual Holding Company ("Minority Stockholders").
The presence in person or by proxy of a majority of the total number of shares
of common stock outstanding and entitled to vote is necessary to constitute a
quorum at the Annual Meeting. Abstentions and broker non-votes will be counted
for purposes of determining that a quorum is present. In the event there are not
sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the Proxy Card being provided by the Board
of Directors enables a stockholder to vote FOR the election of the two nominees
proposed by the Board, or to WITHHOLD AUTHORITY to vote for the nominees being
proposed. Directors are elected by a plurality of votes cast, without regard to
either broker non-votes or proxies as to which authority to vote for the
nominees being proposed is withheld.
As to the ratification of PricewaterhouseCoopers LLP as the Company's
independent accountants, by checking the appropriate box, a stockholder may: (i)
vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN
from voting on the ratification. The ratification of this matter shall be
determined by a majority of the votes cast, without regard to broker non-votes
or proxies marked ABSTAIN.
Management of the Company anticipates that the Mutual Holding Company, the
majority stockholder of the Company, will vote all of its shares in favor of all
the matters set forth above. If the Mutual Holding Company votes all of its
shares in favor of each proposal, the approval of each proposed would be
assured.
Proxies solicited hereby will be returned to the Company and will be
tabulated by an Inspector of Election designated by the Board of Directors of
the Company.
________________________________________________________________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
________________________________________________________________________________
Persons and groups who beneficially own in excess of 5% of the common stock
are required to file certain reports with the Securities and Exchange Commission
(the "SEC") regarding such ownership. The following table sets forth, as of the
Record Date, the shares of common stock beneficially owned by each person who
was the beneficial owner of more than 5% of the Company's outstanding shares of
common stock, and all directors and executive officers of the Company as a
group.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1) Outstanding
Principal Stockholders:
Greene County Bancorp, M.H.C. 1,152,316 56.9%
302 Main Street
Catskill, New York 12414
Greene County Bancorp, M.H.C. (2) 1,317,615 65.1%
and all Directors and Executive Officers
as a group (10 persons)
----------------------------------------
(1) For purposes of this table, a person is deemed to be the beneficial
owner of shares of common stock if he has shared voting or investment
power with respect to such security, or has a right to acquire
beneficial ownership at any time within 60 days from the Record Date.
As used herein, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to dispose of or
direct the disposition of shares. The table includes all shares held
directly as well as by spouses and minor children, in trust and other
indirect ownership, over which shares the named individuals
effectively exercise sole or shared voting and investment power.
(2) With the exception of David H. Jenkins, DVM, the Company's executive
officers and directors are also executive officers and trustees of
Greene County Bancorp, M.H.C. Excluding shares held by Greene County
Bancorp, M.H.C., the Company's executive officers and directors owned
an aggregate of 165,299 shares, or 8.2% of the outstanding shares.
________________________________________________________________________________
PROPOSAL 1--ELECTION OF DIRECTORS
________________________________________________________________________________
The Company's Board of Directors currently consists of seven members. The
Company's Bylaws provide that approximately one-third of the Directors are to be
elected annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors have been elected. Two
Directors will be elected at the Annual Meeting to serve for a three-year period
and until their respective successors have been elected. The Board of Directors
has nominated to serve as Directors Dennis R. O'Grady and Martin C. Smith, each
of whom is currently a member of the Board of Directors.
The table below sets forth certain information as of September 13, 2002
regarding the composition of the Company's Board of Directors, including the
terms of office of Board members. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to one or more nominees) will be voted at the Annual Meeting for the
election of the nominees identified below. If a nominee is unable to serve, the
shares represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why any of the nominees would be unable to serve if
elected. Except as indicated herein, there are no arrangements or understandings
between any nominee and any other person pursuant to which such nominee was
selected.
Shares of
Common Stock
Beneficially
Positions Director Current Term Owned on Percent
Name (1) Age(4) Held Since (2) to Expire Record Date (3) of Class
________ _____ __________ _________ ____________ _______________ _________
NOMINEES
Dennis R. O'Grady 62 Director 1981 2002 24,680 (5) 1.2%
Martin C. Smith 57 Director 1993 2002 27,354 (5) 1.4%
DIRECTORS CONTINUING IN OFFICE
J. Bruce Whittaker 59 Director, President and 1987 2003 33,329 (6),(7) 1.7%
Chief Executive Officer
Raphael Klein 75 Director 1986 2003 25,580 (5) 1.3%
Walter H. Ingalls 71 Chairman of the Board 1966 2004 4,330 (5) 0.2%
Paul Slutzky 54 Director 1992 2004 15,550 (5) 0.8%
David H. Jenkins, DVM 50 Director 1996 2004 15,727 (5) 0.8%
All directors and 165,279 (7) 8.2%
executive officers
as a group (10 persons)
(1) The mailing address for each person listed is 302 Main Street,
Catskill, New York 12414. With the exception of David H. Jenkins, DVM,
each of the persons listed is also a trustee of Greene County Bancorp,
M.H.C., which owns the majority of the Company's issued and outstanding
shares of common stock.
(2) Reflects initial appointment to the Board of Trustees of the mutual predecessor to The Bank of Greene County.
(3) See definition of "beneficial ownership" in the table "Security Ownership of Certain Beneficial Owners."
(4) As of June 30, 2002.
(5) Includes 960 shares granted under the Recognition and Retention Plan
which are subject to future vesting, but as to which voting currently
may be directed. Also includes 1,080 shares subject to options granted
to Messrs. Ingalls and Slutzky and 540 shares subject to options
granted to Mr. Klein, which are currently exercisable.
(6) Includes 7,240 shares subject to options which are currently
exercisable and 10,800 shares granted under the Recognition and
Retention Plan which are subject to future vesting, but as to which
voting currently may be directed.
(7) Includes 6,638 shares of common stock allocated to the accounts of
executive officers under the ESOP and excludes the remaining 73,408
shares of common stock, or 8.6% of the shares of common stock
outstanding, owned by the ESOP for the benefit of employees of the
Bank. Under the terms of the ESOP, shares of common stock allocated to
the accounts of employees are voted in accordance with the instructions
of the respective employees. Unallocated shares are voted by the ESOP
trustee in the manner calculated to most accurately reflect the
instructions it has received from the participants regarding the
allocated shares, unless its fiduciary duties require otherwise.
The principal occupation during the past five years of each director and
executive officer of the Company is set forth below. All such persons have held
their present positions for five years unless otherwise stated.
J. Bruce Whittaker is President and Chief Executive Officer of the Company,
and has served in that position since its formation in 1998. He is also
President and Chief Executive Officer of The Bank of Greene County (the "Bank"),
and has served in that position since 1987. Mr. Whittaker has been affiliated
with the Bank in various capacities since 1972. Mr. Whittaker was appointed to
the Board of Trustees of the Bank in 1987.
Walter H. Ingalls is the Chairman of the Board. Mr. Ingalls is retired.
Prior to his retirement, Mr. Ingalls was the President of the GNH Lumber Co., a
lumber company located in Norton Hill, New York.
Raphael Klein is retired. Prior to his retirement, he was the co-owner of
Klein Theaters, a movie theater chain in Hudson, New York.
Paul Slutzky is the General Manager of I. & O. A. Slutzky Constr. Co., a
construction company located in Hunter, New York.
David H. Jenkins, DVM is a veterinarian and the owner of Catskill Animal
Hospital, Catskill, New York.
Dennis R. O'Grady is a pharmacist and the former co-owner of Mikhitarian
Pharmacy located in Catskill, New York.
Martin C. Smith is currently consultant to Main Bros. Oil Co., Inc., and is
the former owner of R.E. Smith Fuel Company, which was purchased by Main Bros.
Oil Co., Inc., located in Albany, New York.
EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT DIRECTORS
Bruce P. Egger is Senior Vice President and Secretary of the Company, and
has served in that position since its formation in 1998. Mr. Egger also serves
as Senior Vice President and Secretary of the Bank, and has been affiliated with
the Bank in various capacities since 1977. Prior to that time, Mr. Egger worked
in the retail trade.
Michelle M. Plummer, CPA has served as Chief Financial Officer of the
Company and the Bank since May 1999 and Chief Financial Officer and Treasurer
since January 2002. Prior to that time, Ms. Plummer held positions as a Senior
Accountant with KPMG LLP and as a Bank Examiner with the Federal Reserve Bank of
New York.
Stephen E. Nelson was promoted to Senior Vice President of the Company in
2001 and has served in various capacities with the Bank since 1988.
OWNERSHIP REPORTS BY OFFICERS AND DIRECTORS
The common stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The officers and directors of the Company and beneficial owners of
greater than 10% of the Company's common stock ("10% beneficial owners") are
required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial
ownership and changes in beneficial ownership of the common stock. SEC rules
require disclosure in the Company's Proxy Statement or Annual Report on Form
10-KSB of the failure of an officer, director or 10% beneficial owner of the
Company's common stock to file a Form 3, 4, or 5 on a timely basis. Based on the
Company's review of such ownership reports, the Company believes that no
officer, director or 10% beneficial owner of the Company failed to timely file
such ownership reports for the fiscal year ended June 30, 2002.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of the Board of Directors is conducted through meetings and
activities of the Board and its committees. During the year ended June 30, 2002,
the Board of Directors held 12 regular and special meetings. During the year
ended June 30, 2002, no director attended fewer than 75% percent of the total
meetings of the Board of Directors and committees on which such director served.
The Executive Committee currently consists of the following five directors
of the Company: Messrs. Ingalls, Klein, Slutzky, Whittaker and Smith. The
Executive Committee meets as necessary when the Board is not in session to
exercise general control and supervision in all matters pertaining to the
interests of the Company, subject at all times to the direction of the Board of
Directors. The Executive Committee also serves as the Nominating Committee for
the purpose of identifying, evaluating and recommending potential candidates for
election to the Board. The Executive Committee did not meet during the year
ended June 30, 2002.
The Audit Committee currently consists of the following three non-employee
directors of the Company: Messrs. Ingalls, Jenkins and O'Grady. The Audit
Committee meets at least quarterly to examine and approve the audit report
prepared by the independent accountants of the Bank and the Company, to review
and recommend the independent accountants to be engaged by the Company, to
review the internal audit function and internal audit controls of the Company,
and to review and approve audit policies. The Audit Committee met five times in
the year ended June 30, 2002. The Board of Directors has adopted a written
charter for the Audit Committee.
AUDIT COMMITTEE REPORT
The Audit Committee has prepared the following report for inclusion in this
Proxy Statement:
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the fiscal year ended June 30, 2002;
o Discussed with the independent accountants the matters required to
be discussed by Statement on Auditing Standards No. 61, Communications with
Audit Committees, as amended; and
o Received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed with the
independent accountants their independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2002.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
This report has been provided by the Audit Committee:
Walter H. Ingalls
David H. Jenkins, DVM
Dennis R. O'Grady
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The full Board of Directors of the Company determines the salaries to be
paid each year to the officers of the Company. J. Bruce Whittaker is a director
of the Company and the President and Chief Executive Officer of the Company and
the Bank. Mr. Whittaker does not participate in the Board of Directors'
determination of compensation for the President and Chief Executive Officer.
DIRECTORS' COMPENSATION
Directors of The Bank of Greene County (other than the Chairman)
receive an annual retainer of $7,200 and a fee of $600 per Board and $500 per
Committee meeting. The Chairman receives an annual retainer of $10,200 and a fee
of $600 per Board and $500 per Committee meeting. No separate compensation is
currently paid to directors for service on the Board of Directors or Board
Committees of the Company. Directors of the Bank and the Company who are also
employees of the Bank and the Company are not entitled to receive Board fees.
For the year ended June 30, 2002, the Bank paid a total of $89,200 in director
fees.
Directors are eligible to participate in the 2000 Stock Option Plan and the
2000 Recognition and Retention Plan. On March 28, 2000, each outside director
was granted a non-qualified stock option to purchase 2,700 shares of common
stock. These options are scheduled to vest at the rate of 20% per year over a
five-year period and will become immediately exercisable upon the director's
death, disability, normal retirement, or following a change in control of the
Company or the Bank. The options must be exercised within 10 years from the date
of grant, and the exercise price of the options must be at least 100% of the
fair market value of the underlying common stock at the date of grant.
Similarly, on March 28, 2000, restricted stock awards were granted to each
director with respect to 1,600 shares of common stock. These awards are also
scheduled to vest in 20% increments over a five-year period beginning on March
28, 2000, with accelerated vesting to occur in the event of the director's
death, disability, normal retirement, or following a change in control of the
Company or the Bank.
EXECUTIVE COMPENSATION
The following table sets forth for the years ended June 30, 2002, 2001 and
2000, certain information as to the total remuneration paid by the Company to
Mr. Whittaker, the Company's President and Chief Executive Officer. No other
officer of the Company received cash compensation exceeding $100,000 during the
year ended June 30, 2002.
________________________________________________________________________________
SUMMARY COMPENSATION TABLE
________________________________________________________________________________
Fiscal
Years
Ended
Name and Principal June Long-Term Compensation
Position 30, Annual Compensation(1) Awards
--------------------- -------- ---------------------------------- ---------------------
Restricted
Other Annual Stock All Other
Salary Bonus Compensation Award(s) Options/SARs Compensation
($) ($) ($) ($)(3) (#)(4) Payouts $(2)
--------------------- -------- ---------- -------- ---------------- ------------- --------- ---------- -------------------
J. Bruce Whittaker,
President and Chief 2002 172,500 -- -- -- -- -- 5,200
Executive Officer 2001 153,750 -- -- -- -- -- 4,600
2000 141,000 -- -- 86,625 18,000 -- 4,400
--------------------- -------- ---------- -------- ---------------- ------------- --------- ---------- -----------------
(1) The Bank also provides each qualifying employee, including Mr.
Whittaker, life insurance equal to twice the employee's salary. The
aggregate value of this benefit to Mr. Whittaker did not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported
for such officer. The maximum benefit to be received is $200,000.
(2) Consists of the Bank's contribution to the Bank's 401(k) Plan and to
the ESOP on behalf of Mr. Whittaker.
(3) The aggregate number of restricted shares held by Mr. Whittaker at June
30, 2002 was 11,000 and the value of such shares at such date was
$200,420. Holders of restricted shares receive any dividends declared
on such shares, whether vested on not. The restricted shares vest in
equal installments at a rate of 20% per year from the date of grant.
(4) The options held by Mr. Whittaker vest in equal installments at the
rate of 20% per year from the date of grant. The exercise price of such
options is $7.875 (the fair market value of the underlying shares on
the date of grant).
BENEFITS
EMPLOYMENT AGREEMENT. The Bank has entered into an employment agreement
with its President and Chief Executive Officer, J. Bruce Whittaker. The
agreement has a term of 36 months. On each anniversary date, the agreement may
be extended for an additional twelve months, so that the remaining term will be
36 months. If the agreement is not renewed, the agreement will expire 36 months
following the anniversary date. Under the agreement, the current Base Salary for
Mr. Whittaker (as defined in the agreement) is $185,000. The Base Salary may be
increased but not decreased. In addition to the Base Salary, the agreement
provides for, among other things, participation in retirement plans and other
employee and fringe benefits applicable to executive personnel. In addition to
the above, the Bank will provide Mr. Whittaker and his dependents with
continuing health care coverage upon Mr. Whittaker's retirement or other
termination of employment after attainment of age 55 with 25 years of service,
in substantially the same amount as provided to Mr. Whittaker and his dependents
prior to the termination of his employment. Such coverage, which will survive
the termination or expiration of the agreement, will cease upon Mr. Whittaker's
attainment of age 65. The agreement provides for termination by the Bank for
cause at any time. In the event the Bank terminates the executive's employment
for reasons other than disability, retirement, or for cause, or in the event of
the executive's resignation from the Bank (such resignation to occur within the
period or periods set forth in the employment agreement) upon (i) failure to
re-elect the executive to his current offices, (ii) a material change in the
executive's functions, duties or responsibilities, or relocation of his
principal place of employment by more than 30 miles, (iii) liquidation or
dissolution of the Bank or the Company, (iv) a breach of the agreement by the
Bank, or (v) following a change in control of the Bank or the Company, the
executive, or in the event of death, his beneficiary, would be entitled to
severance pay in an amount equal to three times the highest Base Salary and the
highest bonus paid during any of the last three years. Mr. Whittaker would
receive an aggregate of $565,000 pursuant to his employment agreement upon a
change in control of the Bank or the Company, based upon his current level of
compensation. The Bank would also continue the executive's life, dental and
disability coverage for 36 months from the date of termination, and would
continue his health coverage until Mr. Whittaker attains age 65 (as discussed
above). In the event the payments to the executive would include an "excess
parachute payment" as defined by Code Section 280G (relating to payments made in
connection with a change in control), the payments would be reduced in order to
avoid having an excess parachute payment.
Under the agreement, the executive's employment may be terminated upon his
retirement in accordance with any retirement policy established on behalf of the
executive and with his consent. Upon the executive's retirement, he will be
entitled to all benefits available to him under any retirement or other benefit
plan maintained by the Bank. In the event of the executive's disability for a
period of six months, the Bank may terminate the agreement provided that the
Bank will be obligated to pay him his Base Salary for the remaining term of the
agreement or one year, whichever is longer, reduced by any benefits paid to the
executive pursuant to any disability insurance policy or similar arrangement
maintained by the Bank. In the event of the executive's death, the Bank will pay
his Base Salary to his named beneficiaries for one year following his death, and
will also continue medical, dental, and other benefits to his family for one
year. The employment agreement provides that, following his termination of
employment, the executive will not compete with the Bank for a period of one
year.
DEFINED CONTRIBUTION PLAN. The Bank has adopted The Bank of Greene County
Employees' Savings & Profit Sharing Plan and Trust (the "Plan") in order to
permit the investment of Plan assets in common stock of the Company. Employees
are eligible to join the Plan on the first of the month following completion of
three months of continuous employment (during which 250 hours are completed).
The first year eligibility period runs from the date of hire to the anniversary
of such date. If an employee does not satisfy the eligibility requirements
during such period then the next eligibility period shall be the calendar year.
Employees are eligible to contribute, on a pre-tax basis, up to 15% of their
eligible salary, in increments of 1%. The Bank will make a matching contribution
equal to 50% of a member's contributions on up to 6% of a member's compensation
after one year of continuous service. In addition, the Bank may make an
additional discretionary contribution allocated among members' accounts on the
basis of compensation. All employee contributions and earnings thereon under the
Plan are at all times fully vested. A member vests in employer matching and
discretionary contributions at the rate of 20% per year beginning in the second
year of employment and continuing until the member is 100% vested after six
years of employment. Employees are entitled to borrow, within tax law limits,
from amounts allocated to their accounts.
Plan benefits will be paid to each member in a lump sum or in equal
payments over a fixed period upon termination, disability or death. In addition,
the Plan permits employees to withdraw salary reduction contributions prior to
age 59-1/2 or termination in the event the employee suffers a financial
hardship. In certain circumstances, the Plan permits employees to withdraw the
Bank's matching contributions to their accounts. The Plan permits employees to
direct the investment of their own accounts into various investment options.
At December 31, 2001, the market value of the Plan trust fund was
approximately $1.7 million. The total contribution (i.e., both the employee and
Bank contributions) to the Plan for the Plan year ended December 31, 2001, was
approximately $182,000.
Defined Benefit Pension Plan. The Bank maintains the Financial Institutions
Retirement Fund, which is a qualified, tax-exempt defined benefit plan (the
"Retirement Plan"). All employees age 21 or older who have worked at the Bank
for a period of one year in which they have 1,000 or more hours of service are
eligible for membership in the Retirement Plan. Once eligible, an employee must
have been credited with 1,000 or more hours of service with the Bank during the
year in order to accrue benefits under the Retirement Plan. The Bank annually
contributes an amount to the Retirement Plan necessary to satisfy the
actuarially determined minimum funding requirements in accordance with the
Employee Retirement Income Security Act ("ERISA").
The regular form of all retirement benefits (i.e., normal, early or
disability) is a life annuity with a guaranteed term of 10 years. For a married
participant, the normal form of benefit is a joint and survivor annuity where,
upon the participant's death, the participant's spouse is entitled to receive a
benefit equal to 50% of that paid during the participant's lifetime. An optional
form of benefit may be selected instead of the normal form of benefits. These
optional forms include various annuity forms as well as a lump sum payment after
age 55. Benefits payable upon death may be made in a lump sum, installments over
10 years, or a lifetime annuity.
The normal retirement benefit payable at or after age 65, is an amount
equal to 1.5% multiplied by years of benefit service (not to exceed 30) times
average compensation based on the average of the five years providing the
highest average. A reduced benefit is payable upon retirement at age 55 at or
after completion of five years of service. A member is fully vested in his
account upon completion of five or more years of employment or upon attaining
normal retirement age.
The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in calendar year
2002, expressed in the form of a single life annuity for the average salary and
benefit service classifications specified below.
Highest Five-Year
Average Years of Service and Benefit Payable at Retirement(1)
____________________________________________________
Compensation 15 20 25 30
------------------------- ______ ______ ______ _______
$50,000 $ 11,300 $15,000 $ 18,800 $ 22,500
$75,000 16,900 22,500 28,100 33,800
$100,000 22,600 30,000 37,500 45,000
$125,000 28,100 37,500 46,900 56,300
$150,000 33,800 45,000 56,300 67,500
$175,000 39,400 52,500 65,600 78,800
----------------------------
(1) No additional credit is received for years of service in excess of 30;
however, increases in compensation after 30 years will generally cause
an increase in benefits.
As of June 30, 2002, Mr. J. Bruce Whittaker had 30 years of credited
service (i.e., benefit service), under the Retirement Plan.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Bank has established an
Employee Stock Ownership Plan and Related Trust ("ESOP") for eligible employees.
The ESOP is a tax-qualified plan subject to the requirements of ERISA and the
Code. Persons who have been employed by the Bank for 12 months during which they
worked at least 1,000 hours and who have attained age 21, are eligible to
participate. The ESOP has borrowed funds from the Company and has purchased or
been issued a total of 72,760 shares of common stock. An additional 7,276 shares
were issued to the ESOP as a result of the 10% stock dividend effective August
1999. Accordingly, the ESOP currently owns 80,036 shares in total. The common
stock held by the ESOP is collateral for the loan. The loan will be repaid
principally from the Bank's contributions to the ESOP over a period of up to ten
years. The interest rate for the loan is a floating rate equal to the Prime Rate
as published in The Wall Street Journal from time to time. Shares purchased by
the ESOP are held in a suspense account for allocation among participants as the
loan is repaid.
Contributions to the ESOP and shares released from the suspense account in
an amount proportional to the repayment of the ESOP loan will be allocated among
participants on the basis of compensation in the year of allocation, up to an
annual adjusted maximum level of compensation. Benefits generally become vested
after five years of credited service. Forfeitures will be reallocated among
remaining participating employees in the same proportion as contributions.
Benefits may be payable upon death, retirement, early retirement, disability or
separation from service. The Company's contributions to the ESOP will not be
fixed, so benefits payable under the ESOP cannot be estimated.
A committee consisting of all non-employee directors administers the ESOP.
The ESOP also has an unrelated corporate trustee who is appointed as a fiduciary
responsible for administration of the ESOP assets and who votes the ESOP shares.
The committee may instruct the trustee regarding investment of funds contributed
to the ESOP. The ESOP trustee generally will vote all shares of common stock
held by the ESOP in accordance with the written instructions of the committee.
In certain circumstances, however, the ESOP trustee must vote all allocated
shares held in the ESOP in accordance with the instructions of the participating
employees, and unallocated shares and shares held in the suspense account in a
manner calculated to most accurately reflect the instructions the ESOP trustee
has received from participants regarding the allocated stock, subject to and in
accordance with the fiduciary duties under ERISA owed by the ESOP trustee to the
ESOP participants. Under ERISA, the Secretary of Labor is authorized to bring an
action against the ESOP trustee for the failure of the ESOP trustee to comply
with its fiduciary responsibilities.
EQUITY-BASED COMPENSTAION PLANS. The Company has adopted three equity-based
compensation plans: the 2000 Stock Option Plan, the 2000 Recognition and
Retention Plan and the ESOP. The 2000 Stock Option Plan and the 2000 Recognition
and Retention Plan have been approved by stockholders of the Company and, except
for the ESOP, the Company has not implemented any equity-based compensation
program that has not been approved by Company stockholders.
Set forth below is certain information as of June 30, 2002 regarding
equity-based compensation plans for directors and executive officers of the
Company that have been approved by stockholders.
Number of securities to be Number of securities
issued upon exercise of Weighted average remaining available for
Plan outstanding options and exercise price issuance
rights under plan
------------------------------------------------------------------------------------------------------------------
2000 Stock Option Plan 90,949 $8.50 9
------------------------------------------------------------------------------------------------------------------
2000 Recognition and Retention Plan 45,474 -- 2,234
------------------------------------------------------------------------------------------------------------------
Total 136,423 -- 2,243
==================================================================================================================
STOCK OPTION PLAN. The Board of Directors of the Company adopted the 2000
Stock Option Plan, which has been approved by the stockholders. Certain
directors, officers and employees of the Bank and the Company are eligible to
participate in the Stock Option Plan. The Stock Option Plan is administered by a
committee of outside directors (the "Committee"). The Stock Option Plan
authorizes the grant of stock options to purchase 90,949 shares of common stock.
The Stock Option Plan provides, among other things, for the grant of options to
purchase common stock intended to qualify as incentive stock options under
Section 422 of the Code, and options that do not so qualify ("nonstatutory
options"). Options must be exercised within 10 years from the date of grant. The
exercise price of the options must be at least 100% of the fair market value of
the underlying common stock at the time of the grant.
Set forth below is information relating to options granted under the Stock
Option Plan to the named executive officer during the year ended June 30, 2002.
___________________________________________________________________________________________________________________
OPTION GRANTS IN LAST FISCAL YEAR
____________________________________________________________________________________________________________________
Individual Grants
--------------------------------------------------------------------------------------------------------------------
Percent of Total
Options Granted to Exercise or
Name Options Granted Employees in FY 2002 Base Price Expiration Date
----------------------------------- -------------------- ------------------------ ----------------- ----------------
J. Bruce Whittaker --- N/A N/A N/A
----------------------------------- -------------------- ------------------------ ----------------- ----------------
Set forth below is certain information concerning options outstanding to
the named executive officer at June 30, 2002. No options were exercised during
fiscal 2002.
________________________________________________________________________________
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
________________________________________________________________________________
Number of Unexercised Value of Unexercised
Shares Acquired Value Options at In-The-Money Options at
Name Upon Exercise Realized Fiscal Year-End Year-End (1)
------------------------- --------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
---------------------------- ---------------- ----------------- ------------------------- --------------------------
--- $--- 7,200/10,800 $74,484/$111,726
J. Bruce Whittaker
---------------------------- ---------------- ----------------- ------------------------- --------------------------
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of common stock that
would be received upon exercise, assuming such exercise occurred on June
30, 2002, at which date the most recent sales price of the common stock as
reported on the Nasdaq SmallCap Market was $18.22.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
All transactions between the Company and its executive officers, directors,
holders of 10% or more of the shares of its common stock and affiliates thereof,
are on terms no less favorable to the Company than could have been obtained by
it in arm's-length negotiations with unaffiliated persons. Such transactions
must be approved by a majority of independent non-employee directors of the
Company not having any interest in the transaction.
_______________________________________________________________________________
PROPOSAL 2--RATIFICATION OF APPOINTMENT OF AUDITORS
_______________________________________________________________________________
The Board of Directors of the Company has approved the engagement of
PricewaterhouseCoopers LLP, to be the Company's independent accountants for the
2003 fiscal year, subject to the ratification of the engagement by the Company's
stockholders. At the Annual Meeting, stockholders will consider and vote on the
ratification of the engagement of PricewaterhouseCoopers LLP, for the Company's
fiscal year ending June 30, 2003. A representative of PricewaterhouseCoopers
LLP, is expected to attend the Annual Meeting to respond to appropriate
questions and to make a statement if he/she so desires.
Set forth below is certain information concerning aggregate fees billed for
professional services rendered by PricewaterhouseCoopers LLP during fiscal year
2002:
Audit Fees $66,800
Financial Information Systems
Design and Implementation Fees $ ---
All Other Fees $16,841
The Audit Committee has considered whether the provision of non-audit
services (which relate to tax preparation) is compatible with maintaining
PricewaterhouseCoopers LLP's independence. The Audit Committee concluded that
performing such services does not affect PricewaterhouseCoopers LLP's
independence in performing its function as independent accountant of the
Company.
In order to ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants for the 2003 fiscal year, the proposal must receive at
least a majority of the votes cast, either in person or by proxy, in favor of
such ratification. The Board of Directors recommends a vote "FOR" the
ratification of PricewaterhouseCoopers LLP, as independent accountants for the
2003 fiscal year.
________________________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________________________
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's executive office, 302 Main
Street, Catskill, New York 12414, no later than May 24, 2003. Any such proposals
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.
________________________________________________________________________________
OTHER MATTERS
________________________________________________________________________________
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in this Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment. The
Board of Directors intends to exercise its discretionary authority to the
fullest extent permitted under the Exchange Act.
________________________________________________________________________________
ADVANCE NOTICE OF BUSINESS TO BE BROUGHT BEFORE AN ANNUAL MEETING
________________________________________________________________________________
The Bylaws of the Company provide an advance notice procedure for certain
business or nominations to the Board of Directors to be brought before an annual
meeting. In order for a stockholder to properly bring business before an annual
meeting, or to propose a nominee to the Board, the stockholder must give written
notice to the Secretary of the Company not less than five days prior to the date
of the annual meeting. No other proposal shall be acted upon at the annual
meeting. A stockholder may make any other proposal at the annual meeting and the
same may be discussed and considered, but unless stated in writing and filed
with the Secretary at least five days prior to the annual meeting, the proposal
will be laid over for action at an adjourned, special or annual meeting taking
pace 30 days or more thereafter.
The date on which the next Annual Meeting of Stockholders is expected to be
held is October 22, 2003. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2003 Annual
Meeting of Stockholders must be made in writing and delivered to the Secretary
of the Company no later than October 17, 2003.
________________________________________________________________________________
MISCELLANEOUS
________________________________________________________________________________
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of common stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 2002 Annual Report to Stockholders has been mailed to all
stockholders of record as of the Record Date. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by writing the Company.
Such Annual Report is not to be treated as a part of the proxy solicitation
material nor as having been incorporated herein by reference.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 2002, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO BRUCE P. EGGER, CORPORATE
SECRETARY, GREENE COUNTY BANCORP, INC., 302 MAIN STREET, CATSKILL, NEW YORK
12414, OR CALL AT 518-943-2600.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Bruce P. Egger
Corporate Secretary
Catskill, New York
September 20, 2002
REVOCABLE PROXY
GREENE COUNTY BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 23, 2002
The undersigned hereby appoints the official proxy committee consisting of
the Board of Directors with full powers of substitution to act as attorneys and
proxies for the undersigned to vote all shares of common stock of the Company
that the undersigned is entitled to vote at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the Company's main office, located at 425 Main
Street, Catskill, New York on October 23, 2002, at 5:30 p.m. The official proxy
committee is authorized to cast all votes to which the undersigned is entitled
as follows:
FOR VOTE
WITHHELD
(except as
marked to
the contrary
below)
1. The election as directors of all
nominees listed below, each to serve
for a three-year term
Dennis R. O'Grady
Martin C. Smith
INSTRUCTION: To withhold your vote for one or more nominees, write the name of
the nominee(s) on the line(s) below.
______________________________________
_______________________________________
VOTE
FOR WITHHELD ABSTAIN
_____ ________ _______
2. The ratification of PricewaterhouseCoopers
LLP as the Company's independent accountants
for the fiscal year ending June 30, 2003.
The Board of Directors recommends a vote "FOR" Proposal 1 and Proposal 2.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS PRESENTED AT
SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A MAJORITY OF THE
BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated September
20, 2002, and audited financial statements.
Dated: _________________________ Check Box if You Plan
to Attend Annual Meeting
------------------------------- --------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
------------------------------- --------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
______________________________________________________________________
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
_______________________________________________________________________