WALTER H. INGALLS - Corporate Board Profile

GREENE COUNTY BANCORP INC

Filing Date	Source Excerpt
2001-09-20	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. The Executive Committee currently consists of the following five directors of the Company: Messrs. Ingalls, Klein, Slutzky, Whittaker and Smith. The Audit Committee currently consists of the following three non-employee directors of the Company: Messrs. Ingalls, Jenkins and O'Grady. Directors of The Bank of Greene County (other than the Chairman) receive an annual retainer of $6,000 and a fee of $500 per meeting for attendance at Board and Committee meetings. The Chairman receives an annual retainer of $700 and a fee of $500 per meeting for attendance at Board and Committee meetings. 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, 2001, the Bank paid a total of $82,700 in director fees. 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.
2002-09-20	Walter H. Ingalls 71 Chairman of the Board 1966 2004 4,330 (5) 0.2% 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. 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.
2003-09-22	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.
2004-09-22	Walter H.Ingalls 74 Chairman of the Board 1966 2004 5,410 0.26%... The Chairman receives an annual retainer of $15,000 and a fee of $1,000 per Board meeting.
2005-09-22	Walter H. Ingalls is Chairman of the Board, age 75. He serves on the Audit Committee. The Chairman receives an annual retainer of $21,000 and $1,000 per Board meeting.
2006-09-27	Walter H. Ingalls is retired. Mr. Ingalls was Chairman of the Board from January 1992 until November 2005. The Audit Committee consists of Directors Ingalls, Jenkins, O’Grady, Slutzky and Place.
2007-09-25	Walter H. Ingalls was Chairman of the Board from January 1992 until November 2005. The Audit Committee consists of Directors Ingalls, Jenkins, O’Grady, Slutzky and Place. Compensation paid to Mr. Ingalls for the year ended June 30, 2007 was $30,000.
2008-06-19	Walter H. Ingalls (1) Fees earned or paid in cash ($) 30,000 Total ($) 30,000 (1) Mr. Ingalls retired from the Board of Directors of the Company and The Bank of Greene County on October 24, 2007.