Pioneer Bancorp (PBFS) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 20, 2025, with stockholders able to attend, vote, and ask questions online.

• Key business includes electing one director, ratifying the external auditor, and advisory votes on executive compensation and its frequency.

• Stockholders of record as of March 24, 2025, are eligible to vote; majority stockholder Pioneer Bancorp, MHC, holds 55.3% of shares.

Voting matters and shareholder proposals

• Proposals: elect one director (Eileen C. Bagnoli), ratify Bonadio & Co., LLP as auditor, advisory say-on-pay, and advisory vote on frequency of say-on-pay.

• Board recommends voting “FOR” all proposals and “ONE YEAR” for say-on-pay frequency.

• Stockholders can submit proposals for the 2026 meeting by December 12, 2025.

Board of directors and corporate governance

• Board will reduce to seven members after the meeting; majority are independent per Nasdaq standards.

• Board committees: Audit, Compensation, and Nominating/Corporate Governance, all with written charters.

• Board chair is an independent director; regular executive sessions and annual CEO evaluation are conducted.

• Board diversity, integrity, and local community involvement are key criteria for director nominations.