Elizabeth Jones
About Elizabeth Jones
Elizabeth Jones is Senior Vice President and Chief Operating Officer of Orange County Bancorp, Inc. (Orange Bank & Trust Company). She joined the Bank in 2016 and was appointed COO in 2022 after roles leading branch/deposit operations, loan operations, and broader bank operations; she has 20+ years of banking experience, largely at Sterling National Bank. Age 46; tenure at OBT: ~9 years (2016–present) . While executive-specific TSR or revenue/EBITDA performance vs. her tenure are not disclosed, OBT’s incentive framework emphasizes profitability and operating efficiency (AIP: pre-tax, pre-provision operating income and efficiency ratio; LTIP: ROAA and peer-relative net interest margin), indicating management’s pay-for-performance alignment focus .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Orange Bank & Trust Company (OBT) | First VP, Director of Branch & Deposit Operations | 2016–2018 | Built/oversaw branch and deposit operations foundation after joining the Bank . |
| Orange Bank & Trust Company (OBT) | Added responsibility: Loan Operations | 2018–2021 | Centralized and scaled loan operations to support growth . |
| Orange Bank & Trust Company (OBT) | Director of Operations | 2021–2022 | Oversaw enterprise operations, compliance, project management, and facilities (role evolved in 2022 per proxy) . |
| Orange Bank & Trust Company (OBT) | SVP, Chief Operating Officer | 2022–present | Leads branch operations, deposit operations, loan operations, compliance, project management, and facilities . |
| Sterling National Bank | Various operational roles | ~20 years (pre-2016) | Deep operational expertise across multiple functions prior to joining OBT . |
Fixed Compensation
- Not disclosed for Ms. Jones. The 2025 proxy names CEO Gilfeather, EVP Ruhl, and EVP Sousa as NEOs for detailed pay; Jones is not a named executive officer in 2024–2025 proxies .
Performance Compensation
AIP (Annual Incentive Plan) – company design and metrics
- Metrics: Bank pre-tax, pre-provision operating income and efficiency ratio; plus department/individual goals set annually .
- Governance: Threshold must be met on at least one company measure to earn awards; must be employed on payment date .
- 2024 outcomes (context from NEOs): Company measures achieved slightly above target; 2024 AIP payouts equaled 52.24% (CEO), 52.17% (Ruhl), and 46.36% (Sousa) of base pay, reflecting mixed weighting of company vs. individual goals .
LTIP (Equity-based long-term incentives) – company design and metrics
- Plan: 2023 Equity Incentive Plan (authorizes up to 500,000 shares post-split); executive officer awards are RSUs vesting ratably over three years; no stock options granted to executives in 2024 .
- 2024 LTIP metrics: RSUs granted based on ROAA and net interest margin performance relative to peers (AON-advised design); vesting ratably over three years; acceleration upon death, disability, or termination following a Change in Control as defined in the plan .
- 2023 LTIP metrics (for context): ROAA and tangible book value growth plus dividends relative to peers drove RSU grants (vesting over three years) .
Note: The company discloses the AIP/LTIP design and NEO results; specific AIP targets/actuals and LTIP grants for Ms. Jones are not individually disclosed .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 779 | 3,013 |
| RSUs outstanding | 2,331 | 5,157 |
| Shares outstanding (for % calc) | 5,657,458 | 11,383,738 |
| Beneficial ownership as % of shares out | ~0.014% (779/5,657,458) | ~0.026% (3,013/11,383,738) |
- Vesting and settlement: Executive officer RSUs vest ~33% on the first, second, and third anniversaries of grant; RSUs settle in Company common stock .
- Anti-hedging/anti-pledging: Executives are prohibited from hedging and generally from pledging Company stock; Board may approve exceptions for third-party loan pledges, but no exceptions have been approved to date (i.e., pledging is effectively prohibited) .
- Stock ownership guidelines (effective Jan 1, 2025): CEO = 3x salary; Senior EVP = 2x; Executive VP = 1.5x; Senior VP = 1x salary; Directors = $150,000. Those subject as of the effective date have until Jan 1, 2027 to comply; subsequent promotions/appointments get five years to comply. Performance shares/units with unmet criteria and unexercised options are excluded from calculations; valuation uses year-end or average fiscal-year closing prices, whichever is greater .
- Split context: Share counts in 2025 reflect a two-for-one forward split effective Jan 10, 2025 (beneficial ownership table is split-adjusted) .
Employment Terms
- Individual employment agreement: Not disclosed for Ms. Jones in the proxy. Employment agreements and severance terms are disclosed for CEO Gilfeather and EVP Ruhl; a CIC severance plan is disclosed for EVP Sousa .
- LTIP/CIC acceleration: Unvested RSUs under the 2023 Equity Incentive Plan accelerate upon death, disability, or termination following a Change in Control, as defined in the plan documents (company-wide plan provision) .
Risk Indicators & Red Flags
- Hedging/pledging: Company policy bans hedging and generally bars pledging; no approved exceptions, which reduces alignment risk from collateralized shares or derivative hedges .
- Related-party transactions: Other than ordinary-course, regulation-compliant insider loans, no related-party transactions >$120,000 since Jan 1, 2023 were disclosed; Audit & Risk Committee reviews such transactions at least twice annually .
- Section 16 compliance: The 2025 proxy discloses certain directors had one late Form 4 in 2024; no late filings are flagged for Ms. Jones .
Compensation Committee & Peer Benchmarking (Context)
- Independent consultant: AON advises the Compensation Committee on executive and director pay, LTIP design, and succession planning; peer banks are near the NYC metro area, asset size ~$1.5–$5.0B .
- Committee independence/governance: Compensation Committee comprised of independent directors; reviews incentive risk and concluded programs do not encourage inappropriate risk-taking .
Investment Implications
- Alignment and overhang: Jones’ direct ownership is modest but increased YoY, and she holds a meaningful RSU balance that vests over three years; combined with anti-hedging/anti-pledging rules and robust ownership guidelines (SVP threshold 1x base salary by Jan 1, 2027), this supports alignment but implies a steady, modest vest-driven supply rather than large discretionary selling pressure .
- Retention: No individual employment agreement is disclosed for Jones; however, plan-level RSU acceleration on death/disability/CoC and company-wide ownership guidelines provide structured incentives to stay; absence of a bespoke severance/CIC package (unlike certain NEOs) may signal standard retention levers rather than enhanced protections .
- Pay-for-performance signals: AIP and LTIP metrics emphasize profitability (pre-tax PPI), efficiency, and peer-relative ROAA/NIM—investors should watch these operating metrics as leading indicators for incentive outcomes and potential incremental equity grants to senior operators like the COO .
Notes: 2025 beneficial ownership counts reflect the two-for-one split; 2024 figures do not. Ownership percentages are calculated using disclosed beneficial holdings and shares outstanding for each year .