GREENE COUNTY BANCORP INC

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Securities and Exchange Commission Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (“PEO”) and to our Non-PEO Named Executive Officers (“Non-PEO NEOs”).

The following table sets forth the Compensation Actually Paid to the Company’s PEO and Average Compensation Actually Paid to the Company’s Non-PEO NEOs for fiscal years 2025, 2024 and 2023, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid”, as defined under SEC rules. In addition, the table provides our cumulative Total Shareholder Return (“TSR”) and Net Income.

The following charts illustrate the relationships between compensation actually paid to the PEO and the average compensation paid to the Non-PEO NEOs to the Company’s cumulative TSR and Net Income, respectively for the three most recent fiscal years.

Employment Agreements. Donald E. Gibson has entered into an employment agreement with the Bank. Mr. Gibson’s employment agreement was initially effective July 1, 2007. As of July 1, 2025, Mr. Gibson’s base salary was $715,000. Mr. Gibson’s agreement has a term of 36 months from July 1, 2025. Mr. Gibson’s agreement renews each July 1 st for an additional year such that the remaining term is 36 full calendar months unless written notice is provided to the executive at least ten days, but not more than 60 days, prior to any such anniversary date that his employment shall cease at the end of 36 months following such anniversary date. Prior to each notice period for non‑renewal, the disinterested members of the Board of Directors of the Bank conduct a comprehensive performance evaluation and review of the executive for purposes of determining whether to extend the agreement.

Under the agreement, the executive’s base salary is reviewed annually, and the base salary may be increased but not decreased. In addition to the base salary, the executive is provided with all such other benefits as are provided uniformly to permanent full‑time employees of the Bank. In addition, under each agreement, the Bank will provide the executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which the executive was participating or otherwise deriving a benefit from prior to the commencement of the agreement and will not, with the executive’s prior written consent, make any changes in such plans, arrangements or perquisites. Further, under the agreement, the executive is entitled to participate in or receive benefits under any employee benefit plans, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit‑sharing plans, health‑and‑accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank in the future to its senior executives and key management employees.

The agreement provides for termination by the Bank for cause at any time. If the agreement is terminated for cause, the executive will not receive any compensation or other benefits from the Bank or the Company.

Under Mr. Gibson’s agreement, if the executive’s employment is terminated for any reason other than for cause, death, disability or retirement, including resignation upon, among other things, failure to reappoint the executive to his office, a material diminution of the executive’s duties or a breach of the agreement by the Bank, or if the executive voluntarily resigns his employment on or after a change in control of the Company or the Bank during the term of the agreement, then the Bank is obligated to pay to the executive a lump sum equal to three times the sum of the then current base salary and the highest rate of bonus awarded to the executive during the prior three years. If such amount is determined to constitute an “excess parachute payment” as defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the amount would be reduced so as not to trigger any excise taxes or penalties under Code Section 280G and 4999.

In the event of Mr. Gibson’s disability for a period of six months, the Bank may terminate the agreement, provided that the Bank will be obligated to pay the executive his base salary for the remaining term of the agreement or one year, whichever is longer (provided such payments are reduced by the amount of any disability insurance payments). In the event of Mr. Gibson’s death during the term of the agreement, the Bank will pay his base salary to the named beneficiaries for one year following the date of death.

The agreement provides that, following the termination of the executive’s employment as a result of which the Bank is paying the executive termination benefits (other than termination on or following a change in control), the executive will not compete with the Bank for a period of one year in any city or county in which the Bank has an office or has filed an application for regulatory approval to establish an office.

Supplemental Executive Retirement Plan. The Bank adopted The Bank of Greene County Supplemental Executive Retirement Plan (the “SERP”), effective as of July 1, 2010. The SERP benefits certain key senior executives of the Bank who are selected by the Board to participate, including our Named Executive Officers. The SERP is intended to provide a benefit from the Bank upon retirement, death, disability or voluntary or involuntary termination of service other than for “cause,” as defined in the SERP. Accordingly, the SERP obligates the Bank to make a contribution to each executive’s account on the first business day of each July and permits each executive to defer up to 50% of his or her base salary and 100% of his or her annual bonus to the SERP. In addition, the Bank may, but is not required to, make additional discretionary contributions to the executives’ accounts from time to time. An executive becomes vested in the Bank’s contributions after 10 calendar years of service following the effective date of the SERP. In accordance with an amendment to the SERP, participants initially participating on or after June 21, 2016, shall be required to complete at least 10 years of service, measured from the participant’s initial date of participation in the SERP. In accordance with a participation agreement to the SERP for Mr. Barzee, effective July 1, 2024, shall be required to complete 20 years of service, as defined in the SERP Plan, to be fully vested, with partial vesting in years 10 to 19. However, the executive will vest in his or her account and in the present value of future annual contributions in the event of death, disability or a change in control of the Bank or the Company. In the event the executive is terminated involuntarily or resigns for good reason following a change in control, the present value of all remaining Bank contributions is accelerated and paid to the executive’s account, subject to potential reduction to avoid an excess parachute payment under Code Section 280G. In the event of the executive’s death, disability or termination within two years after a change in control, executive’s account will be paid in a lump sum to the executive or his beneficiary, as applicable. In the event an executive is entitled to a benefit from the SERP due to retirement or other termination of employment, the benefit will be paid in 10 annual installments.

During fiscal year 2025, the Bank made contributions to the SERP of $100,000, $20,000, and $20,000 for Mr. Gibson, Mr. Antalek, and Mr. Barzee respectively. Added to these amounts were $200,000 for Mr. Gibson, $40,000 for Mr. Antalek, and $40,000 for Mr. Barzee in additional discretionary contributions.

Defined Benefit Pension Plan. Prior to April 2009, the Bank had participated in the Financial Institutions Retirement Fund, which is a qualified, tax-exempt multiple-employer defined benefit plan (the “Retirement Plan”). Effective April 2009, the Bank ceased its participation within the multiple-employer plan and transferred the assets to a single-employer defined benefit pension plan (the “Retirement Plan”). Benefits continue to be frozen at July 1, 2006 levels. During fiscal 2006, the Board of Directors approved changes to the Retirement Plan. Effective January 1, 2006, the Board of Directors of the Bank resolved to exclude from membership in the Retirement Plan employees hired on or after January 1, 2006, and elected to cease additional benefit accruals to existing Retirement Plan participants effective July 1, 2006. Prior to the Retirement Plan freeze, all employees age 21 or older who worked at the Bank for a period of one year in which they had 1,000 or more hours of service were 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. Historically, the Bank annually contributed an amount to the Retirement Plan necessary to supplement full 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 the computed value of such unpaid installments paid in lump sum. Either the member or beneficiary may elect to have this benefit paid in the form of installments. Where death occurs prior to a member’s benefit commencement, in no event shall the death benefit be less than the amount payable under the lump sum settlement options. 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.

As of June 30, 2025, Mr. Gibson had 19 years of credited service (i.e., benefit service) under the Retirement Plan, frozen as of July 1, 2006.

Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long Term Incentive Plan. The Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long Term Incentive Plan (the “Plan”) was adopted in 2011 to promote the long-term financial success of the Company and its subsidiaries by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests with those of the Company’s shareholders. The plan is administered by the Compensation Committee of the Board of Directors of the Company (“Committee”) and is intended to provide benefits to Mr. Gibson and other employees of the Company or any subsidiary selected by the Committee. Directors of the Company or any subsidiary are also eligible to participate in the Plan. Effective July 1, 2018, the Plan was amended to increase the authorized phantom stock options to 11,600,000 and on August 16, 2022 the Plan was amended to increase the authorized phantom stock options to 16,000,000 of which, 13,677,694 options have been granted to date. A phantom stock option represents the right to receive a cash payment on the date the award vests equal to the positive difference between the strike price of the phantom stock options on the grant date and the adjusted book value of a share of the Company’s common stock on the determination date, which is the last day of the Plan year that is the end of the third plan year after the grant date of the award, unless otherwise specified by the Committee. The strike price will be the price established by the Committee, which will not be less than 100% of the book value of a share on a specified date, as determined under generally accepted accounting principles (GAAP) as of the last day of the quarter ending on or immediately preceding the valuation date with adjustments made, in the sole discretion of the Committee, to exclude accumulated other comprehensive income. Unless the Committee determines otherwise, the required period of service for full vesting will be three years, subject to acceleration of vesting in the event of the participant’s death, disability, involuntary termination without cause or the occurrence of a second-step conversion or change in control. In the event of separation of service (as defined in the Plan) for any reason other than disability, death or termination without cause, phantom stock options will be forfeited. In the event of termination for cause, the phantom stock options granted to a participant will expire and be forfeited. Upon separation of service due to disability, death or involuntary termination without cause, including resignation for “good reason” (as defined in the Plan), all phantom stock options will become fully vested and payment of the cash value of the phantom stock options will be made no later than 75 days after the participant’s separation of service. At the time of the consummation of a change in control or second-step conversion, the phantom stock options held by a participant will be deemed to have been fully earned. The cash value of outstanding awards will be paid no later than 75 days after the change in control or second-step conversion. In the event of a change in control, any performance measure attached to an award will be deemed satisfied as of the date of the change in control. In the event of a change in control, the cash value of the phantom stock option will be determined by multiplying the adjusted book value of a share of Company common stock by the price-to-book value multiple of a share of the Company stock, where the price reflects the merger consideration per share, and then subtracting the strike price.

Under the Plan, during the fiscal year ended June 30, 2025, the Company awarded 141,270, 24,000, and 12,000 phantom stock options to Mr. Gibson, Mr. Antalek, and Mr. Barzee respectively. Directors are eligible to participate in the Plan and were awarded the following phantom stock options during fiscal 2025: 24,565 to Mr. Cahalan; 23,460 to Mr. Hogan; 20,000 to Mr. Hada; 22,100 to Ms. Plummer, Mr. Schaefer and Mr. Jenkins. Other employees of the Company were also awarded, in total, 340,000 phantom stock options. The strike price on the grant date was an adjusted book value of a share of the Company’s stock of $13.26. These options will vest in three years at which time the participants will receive cash payment on the date the award vests equal to the positive difference between the strike price on the grant date and the adjusted book value of a share of the Company’s common stock on the determination date, which is the last day of the Plan year, unless otherwise specified by the Committee.