Amy Rapholz
About Amy M. Rapholz
Independent director since 2019; age 60. Senior accountant with Stackel & Navarra, CPA PC (Watertown, NY) since 2015, designated by the Board as an “audit committee financial expert.” Chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee; independent under Nasdaq and SEC rules. Tenure and background provide deep financial reporting and audit oversight expertise for a community bank in the company’s local market area .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stackel & Navarra, CPA PC (Watertown, NY) | Senior Accountant | Feb 2015–Present | Provides Board with significant financial and accounting expertise |
| Robb, Dowling & Adams → Morrow & Poulsen → Poulsen & Podvin (later merged into Bowers & Company PLLC) | Accountant (progressed through firm changes) | 1984–Feb 2015; merged into Bowers Jan 2014; left Feb 2015 | Longstanding public accounting experience in local market |
External Roles
- No other public company directorships disclosed .
- No private company board roles disclosed for Rapholz in the proxy .
Board Governance
- Committee assignments (FY2023 → FY2024): Audit (Chair), Nominating & Corporate Governance (Member); not on Compensation Committee .
- Board meetings: Company Board held 12 regular monthly meetings in FY2024 (no specials) and 12 regular + 5 specials in FY2023; no director attended fewer than 75% of Board/committee meetings in either year .
- Audit Committee Reports list Rapholz as Chair, with evolving membership (FY2023: Cummings, Monroe; FY2024: Cummings, Mason) .
- Independence: All directors independent except the CEO; Audit/Nominating/Compensation committee members are independent (Board voluntarily follows Nasdaq standards) .
- Annual meeting attendance: All directors attended the 2024 annual meeting .
| Committee | FY2023 Role | FY2024 Role |
|---|---|---|
| Audit | Chair | Chair |
| Nominating & Corporate Governance | Member | Member |
| Compensation | Not a member | Not a member |
Fixed Compensation
- Director fee structure: Company annual retainer $4,800 + $400 per regular monthly Company Board meeting + $150 per Company annual meeting; Bank annual retainer $9,000 + $750 per regular monthly Bank Board meeting + $150 per committee and quarterly ALCO meeting; optional deferral plan available (current deferrers: McClure and Cummings) .
- Directors’ Retirement Plan: Target benefit equals 70% of average annual Board fees for last 3 calendar years; full benefit at age 70 with 10 years’ service; reduced benefit starting at age 65 with 10 years’ service; Rapholz participates .
| Director Compensation ($) | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash – A. M. Rapholz | 19,800 | 31,100 |
Performance Compensation
- 2025 Equity Incentive Plan (subject to stockholder approval Feb 10, 2025) would introduce equity for directors. Initial automatic grants to non‑employee directors on or about Feb 11, 2025: 1,239 restricted stock awards (RSAs) to Rapholz (grant-date valuation shown at $16,107 based on $13.00/share as of Dec 17, 2024) and 2,712 stock options; 20% vesting per year over 5 years; option exercise price = fair market value on grant date .
- Key plan guardrails: No option repricing/cash exchange without shareholder approval; minimum one-year vesting on at least 95% of awards; double-trigger vesting upon change in control (unless awards not assumed); subject to company clawback, hedging and pledging restrictions .
| Proposed 2025 Director Equity (if plan approved) | Rapholz Detail |
|---|---|
| RSAs (shares/value) | 1,239 RSAs; $16,107 value as shown (based on $13.00/share on 12/17/24; actual value depends on grant-date price) |
| Stock Options (count) | 2,712 options; FMV exercise price at grant; 10-year max term |
| Vesting | 20% annually over 5 years; acceleration on death/disability or involuntary termination at/after change in control |
| Change in Control | Double-trigger vesting; performance awards at target pro‑rated (if applicable) |
| Repricing | Prohibited without shareholder approval |
| Clawback/Hedging/Pledging | Subject to clawback; hedging prohibited; pledging prohibited with limited exceptions |
Performance metrics: The plan permits performance-based awards, but initial director grants are time‑based (no disclosed performance metrics for director equity) .
Other Directorships & Interlocks
- None disclosed for Rapholz; no interlocks with competitors/suppliers/customers reported .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) .
- 40+ years of public accounting experience in the company’s local market; enhances oversight of financial reporting, internal controls, and auditor independence .
- Independence under Nasdaq standards; contributes to independent Board leadership structure (separate Chair and CEO) .
Equity Ownership
| Beneficial Ownership | As of 12/14/2023 | As of 12/13/2024 |
|---|---|---|
| Shares Beneficially Owned – A. M. Rapholz | 738 | 738 |
| % of Outstanding | ~0.07% (738/1,107,134) using shares outstanding at record date | ~0.07% (738/1,107,134) using shares outstanding at record date |
| Pledged Shares | None indicated (proxy states “Unless otherwise indicated, none of the shares listed are pledged”) |
Notes: Company had 1,107,134 shares outstanding as of the respective record dates; no director or executive owned >1% as of each date .
Governance Assessment
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Strengths
- Chair of Audit Committee and designated Audit Committee Financial Expert; consistent committee leadership across years supports continuity in financial oversight .
- Independence affirmed; Board structure separates Chair and CEO; all key committees independent (Board voluntarily follows Nasdaq standards) .
- Attendance: No director below 75% in FY2023 and FY2024; all directors attended 2024 annual meeting, suggesting adequate engagement .
- Risk‑mitigating policies: Hedging prohibited; pledging prohibited with narrow exception; equity plan embeds clawback, double-trigger CIC vesting, no repricing .
-
Watch items
- Director compensation increased YoY (FY2023 $19,800 → FY2024 $31,100), reflecting more meetings/committee load or fee cadence; introduction of equity (if approved) will shift mix toward stock and could modestly increase dilution; plan share reserves and director caps are defined and consistent with post-conversion banking norms .
- Related party loans permissible under banking exemptions but reported as ordinary course, at market terms, performing; no other related-party transactions >$120,000 disclosed—low apparent conflict risk .
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Overall view
- Rapholz’s profile (independent, financial expert, audit chair, stable attendance) is a governance positive for investor confidence, particularly during post-conversion equity plan adoption and leadership transitions .