Gregory Holcombe

About Gregory Holcombe

Gregory F. Holcombe is an independent director of Orange County Bancorp, Inc. (OBT) and has served on the board since 2017. He is a builder, owner, and manager of multi-family and mixed-use properties in lower Westchester County, New York; previously, he was Vice President of Supply Chain Development at Precision Valve Corporation (1995–2006) and a director of Hudson Valley Holding Corp. and Hudson Valley Bank (1999–2015). He holds a B.A. in Latin American Studies and International Marketing from Tulane University. In 2024, he was nominated for a new term ending in 2027; age 62 as of April 1, 2024 .

Past Roles

External Roles

Board Governance

• Independence and leadership structure: OBT’s board is majority independent and chaired by independent director Jonathan F. Rouis, enhancing independent oversight .
• Committee assignments: Holcombe serves on the Compensation Committee (Keane, Chair; members Holcombe and Rowley), and is deemed independent under SEC and Nasdaq standards. The Compensation Committee met five times in 2024 (eight times in 2023) .
• Bank-level service: Holcombe also serves on the Bank’s Directors Loan Committee and received an additional fee for this service, indicating involvement in credit oversight .
• Meetings and attendance: In 2024, the Board held five regular and five special meetings; no director attended fewer than 75% of board and committee meetings during their service period .

Additional governance practices and processes:

• Director RSUs vest one year from grant to promote ownership; directors may defer equity under a stock-based deferral plan compliant with 409A .
• Bylaws-driven nomination criteria include an age limit, a stock ownership requirement, and independence and skill criteria; the board evaluates attendance and performance for re-nominations .
• Six directors attended the 2024 annual meeting (no individual attendance breakdown disclosed) .

Fixed Compensation

Director fee structure detail (2024):

• Company board fee: $14,500 per director; Chair: $24,500 (paid in four installments) .
• Bank board fee: $60,500 per director; Chair: $100,500 (paid in four installments) .
• Directors Loan Committee stipend: Holcombe (with Rowley and Morrison) received an additional $10,000 (paid in four installments) .

Deferred compensation participation:

• Stock-Based Deferral Plan: Holcombe participated in 2024; permits deferral of cash and equity compensation into deemed OBT stock units (409A-compliant) .
• Cash-Based Deferred Compensation Plan: Holcombe has a balance; plan is closed to new deferrals and credited 5.35% interest in 2024; distributions per participant elections (lump sum or installments) .

Performance Compensation

OBT does not grant stock options to directors and did not grant any in 2024; director equity is in time-based RSUs that vest after one year, with no performance conditions .

Policy notes:

• Equity awards are intended to promote ownership; awards may be deferred under the Stock-Based Deferral Plan (409A) .
• Option timing policy prohibits grants around material non-public information; no stock options historically granted to directors .

Other Directorships & Interlocks

No other current public company directorships are disclosed for Holcombe in the 2025 proxy .

Expertise & Qualifications

• Real estate operator (multi-family and mixed-use), providing local market and lending/collateral perspective .
• Prior public bank and bank board experience (HVHC/HVB), contributing to governance and risk oversight .
• Operations and supply chain background (Precision Valve), adding operating discipline .
• Independence: Determined independent for committee service under SEC and Nasdaq rules .

Equity Ownership

Ownership guidelines:

• The company values stock ownership for guideline purposes using the greater of the year-end closing price or the fiscal year average closing price; performance shares and unexercised options are excluded. Bylaws include a stock ownership requirement among director nomination criteria (specific multiples not disclosed) .

Hedging/pledging:

• No pledging or hedging by Holcombe is disclosed in the proxy; Code of Ethics and insider trading policy referenced but details not incorporated by reference here .

Insider Trades

Governance Assessment

Strengths

• Independent director with meaningful ownership (1.6%), aligning interests with shareholders .
• Active committee service on Compensation Committee; use of independent consultant (AON) and peer benchmarking; reasonable committee meeting cadence (5 in 2024; 8 in 2023) suggests engagement .
• Additional credit oversight via Directors Loan Committee, signaling focus on asset quality and lending governance at the Bank level .
• Board structure features independent chair and majority-independent board, supporting robust oversight .

Compensation and alignment

• Director pay balanced between cash and time-based RSUs; RSUs vest in one year to reinforce ownership; no stock options granted historically (reduces risk of timing issues) .
• Participation in stock-based deferral plan (409A) reinforces long-term equity alignment; cash-based deferred plan credits a fixed rate (5.35% in 2024) and is closed to new deferrals, limiting future liability growth .

Risk indicators and potential red flags

• One late Form 4 filing in 2024 indicates a minor compliance lapse; monitor for recurrence but isolated events are typically low risk .
• As a bank, loans to directors are permitted under regulation; company reports all such loans to directors/executives were on market terms and posed no unusual risk; no other related-party transactions over $120,000 since 1/1/2023—mitigates conflict concerns .
• Above-market earnings on deferred compensation are disclosed (amounts shown in director comp table), a common but shareholder-scrutinized feature; amounts for Holcombe were modest in 2024 ($2,820) .

Monitoring items

• Confirm ongoing compliance with stock ownership requirements (guideline framework disclosed, but specific multiple not in proxy) .
• Track committee roles and any changes post-2024 (e.g., Audit/Nominating) in future proxies and 8-Ks for shifts in governance influence .

Bottom line: Holcombe is an engaged, independent director with substantial personal share ownership, active roles on compensation and loan oversight committees, and no disclosed material related-party conflicts. Aside from a single late Form 4, governance signals are positive for alignment and board effectiveness .