Nancy Patzwahl
About Nancy Patzwahl
Independent director since 2022; age 59 in the 2025 proxy. Certified Public Accountant and principal at UHY Advisors NY, Inc. (since Jan 2020), previously a shareholder at Pattison, Koskey, Howe & Bucci (1997–2019) and Senior Manager at KPMG. Designated Audit Committee financial expert; elected/standing for Class B term to 2028; also serves as a director of Rhinebeck Bancorp Inc. (NASDAQ: RBKB) since April 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UHY Advisors NY, Inc. | Principal | Jan 2020–present | CPA; financial risk assessment expertise |
| Pattison, Koskey, Howe & Bucci, CPAs PC | Shareholder | 1997–2019 | Board audit committee chair experience |
| KPMG LLP (Albany, NY) | Senior Manager | Not disclosed | Public accounting, controls and audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rhinebeck Bancorp Inc. (NASDAQ: RBKB) | Director | Since Apr 2025 | Banking oversight; potential finance/audit contribution |
| Other for-profit/non-profit boards | Director/Audit Chair | Not disclosed | Served as chair of board audit committees |
Board Governance
- Independence: Board determined all directors except CEO David O’Neil are independent; Patzwahl is independent .
- Committee assignments: Audit Committee member (Chair: Paul J. Corr; members: Patzwahl, Wool) . Not listed on Nominating (Helmetag, Wool, Corr) or Compensation (Wool, Helmetag) .
- Financial expert: Board designated Patzwahl and Corr as audit committee financial experts per SEC rules .
- Attendance: Board met 4 times in FY2025 and each director attended at least 75%; Audit Committee met 4 times with ≥75% attendance by each member .
- Board leadership: No standing Lead Independent Director; lead role designated ad hoc based on issue/skills .
- Risk oversight: Audit Committee oversees risk and cybersecurity; management reports regularly .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $67,500 | $72,000 |
| Option Awards (Grant Date Fair Value, $) | $9,269 | $6,000 |
| Total Director Compensation ($) | $76,769 | $78,000 |
| Standard Annual Board Fee ($) | $65,000 (pre-10/1/24) | $71,000 (effective 10/1/24) |
| Committee Fees (Policy) | Audit member $2,500; Audit Chair $5,000; Compensation member $2,500; Legal Affairs member $2,500; ESOP Chair $2,500 | Same |
Performance Compensation
- Structure: Non-employee directors receive stock options; no RSUs/PSUs disclosed for directors .
- Hedging/pledging: Company policy prohibits hedging, short sales, derivatives, margin, and pledging company stock for loans .
Director option awards outstanding (as of June 30, 2025):
| Expiration Date | Options Unexercisable (#) | Strike Price ($) | Vesting Schedule |
|---|---|---|---|
| 09/08/2033 | 2,300 | 16.54 | Vests 09/08/2025 |
| 09/06/2034 | 1,500 | 22.30 | Vests 09/06/2026 |
(For FY2024 reference: 2,300 unexercisable options expiring 09/08/2033; vesting 09/08/2025) .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Rhinebeck Bancorp Inc. (RBKB) | Current public company board (Director) | Since April 2025; only ESP director with another public board per proxy |
No disclosed shared directorships with ESP suppliers/customers/competitors; no related-party transactions disclosed involving Patzwahl .
Expertise & Qualifications
- CPA with deep audit and financial controls background; designated Audit Committee financial expert .
- Experience chairing audit committees; supports risk assessment and financial oversight .
- Industry exposure in public accounting (KPMG), firm leadership (PKHB), and advisory (UHY) .
Equity Ownership
| Metric | Oct 17, 2024 | Oct 16, 2025 |
|---|---|---|
| Direct Shares Owned (#) | 2,500 | 4,800 |
| Ownership (%) | <1% | <1% |
| Options Exercisable within 60 Days (#) | 0 | 2,300 |
Company-wide policy prohibits pledging and hedging; reduces alignment risk from leverage/derivatives .
Governance Assessment
- Strengths: Independent director; audit financial expert; sits on only financially critical committee (Audit); attendance policy met; strong anti-hedging/anti-pledging policy enhances alignment; incremental cash retainer increase reflective of scope, not pay inflation excess .
- Compensation mix: Majority cash retainer with modest annual option grants (FY2025 option fair value $6,000 vs $9,269 in FY2024), indicating balanced at-risk exposure without undue equity leverage .
- Ownership alignment: Increase in directly owned shares and emergence of exercisable options by 2025 (<1% ownership, consistent for micro-cap board) . Policy bars hedging/pledging .
- External role: Added RBKB board seat in Apr 2025—no apparent operating interlock with ESP; expands finance oversight experience .
- Process cautions: No standing Lead Independent Director (ad hoc designation) may be less robust for consistent independent oversight; Compensation Committee does not use independent compensation consultants (small-cap norm, but reduces external benchmarking rigor) .
- RED FLAGS: None specific to Patzwahl disclosed—no related party transactions, no pledging, no attendance issues, no Section 16 filing lapses noted for her (late filings in FY2025 were for other directors/officers) .
Overall signal: Patzwahl brings credible audit and financial risk expertise with demonstrable independence and engagement. Compensation/ownership structure is conservative, with limited equity risk. Governance framework is adequate for a small issuer, though investors may prefer a formal Lead Independent Director and periodic use of independent pay consultants to strengthen oversight .