Gregory Sousa
About Gregory Sousa
Executive Vice President and Chief Lending Officer at Orange County Bancorp (Orange Bank & Trust) since July 2024; joined in 2015 and progressed through leadership roles across commercial lending, business development, marketing, and product development. He has 20+ years in banking (Union State Bank; TD/Commerce Bank), a B.A. in Economics (SUNY Binghamton), ABA Stonier Graduate School of Banking alum with a Wharton Leadership Certificate (2015), and was named one of Rockland County’s “Forty Under 40.” Age 45; tenure at OBT ~10 years; individual TSR/revenue/EBITDA performance metrics by executive are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orange Bank & Trust | VP & Senior Relationship Manager | 2015–2017 | Developed deposit and lending businesses in Rockland & Westchester markets |
| Orange Bank & Trust | 1st Vice President | 2017–2018 | Led business development for all Orange & Rockland branches |
| Orange Bank & Trust | Senior Vice President | 2018–2020 | Added Marketing and Product Development responsibility |
| Orange Bank & Trust | EVP, Chief Commercial Banking Officer | 2020–2023 | Led commercial banking growth initiatives |
| Orange Bank & Trust | Deputy Chief Lending Officer | 2023–Jul 2024 | Expanded lending oversight |
| Orange Bank & Trust | EVP, Chief Lending Officer | Jul 2024–present | Executive leadership of lending function |
| Union State Bank | Prior role (unspecified) | Pre-2015 | Banking experience prior to OBT |
| TD/Commerce Bank | Prior role (unspecified) | Pre-2015 | Banking experience prior to OBT |
External Roles
| Organization | Role/Program | Years | Notes |
|---|---|---|---|
| ABA Stonier Graduate School of Banking | Graduate; Wharton Leadership Certificate | 2015 | Wharton Leadership Certificate earned |
| Leadership Rockland | Graduate | n/a | Community leadership program |
| Rockland County “Forty Under 40” | Honoree | n/a | Local recognition |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | 315,000 | 330,000 |
| Stock Awards (Grant-date fair value) | 90,471 | 118,144 |
| Non-Equity Incentive (AIP) | 170,000 | 153,000 |
| All Other Compensation | 57,609 | 69,263 |
| Total | 633,080 | 670,407 |
| Short-Term Bonus Detail | 2023 | 2024 |
|---|---|---|
| AIP Payout (% of base pay) | n/a disclosed | 46.36% of base pay |
Notes:
- 2024 “All Other Compensation” for Sousa includes perquisites $13,601, 401(k) $22,662, Performance-Based SERP employer contribution $33,000 .
- AIP bank vs individual weighting for Sousa: 70% bank goals; 30% individual goals .
Performance Compensation
| Cash AIP (Short-Term) | Weighting | Target | Actual | Payout | Vesting/Payment Rule |
|---|---|---|---|---|---|
| Company/Bank measures: Pre-tax, pre-provision operating income; Efficiency ratio | 70% (bank) | Threshold/Target/Max set annually | Company measures achieved slightly above target | 46.36% of base pay (2024) | Must be employed on award payment date |
| Individual/Department goals | 30% (individual) | Set annually | Achieved | Included in total above | Must be employed on award payment date |
| Equity LTIP (RSUs) | Metric | Grant Size | Vesting | Acceleration |
|---|---|---|---|---|
| 2024 LTIP RSU | Return on Average Assets (ROAA) and Net Interest Margin (NIM) relative to peers | 2,600 shares | Ratable over 3 years (approx. 33% annually) | Accelerates upon death, disability, or termination following Change in Control (under 2023 EIP) |
| Options | n/a | n/a | n/a | No options granted to executive officers under 2023 EIP |
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Shares of Common Stock Beneficially Owned (as of Mar 31, 2025) | 7,703; includes 5,263 shares held in 401(k) |
| Restricted Stock Units (RSUs) | 13,901; includes 3,621 RSUs in Performance-Based SERP |
| Percent of Shares Outstanding | Less than 1% (company total shares outstanding: 11,383,738) |
| Anti-hedging/Anti-pledging | Hedging and pledging generally prohibited; no exceptions approved by Board |
| Stock Ownership Guidelines | EVP expected to own ≥1.5× base salary in stock; compliance by Jan 1, 2027 for those subject as of Jan 1, 2025 |
Outstanding Equity Awards (Unvested at FY-end):
| Grant Date | Unvested Units | Market Value ($) |
|---|---|---|
| 2/15/2022 | 1,028 | 28,568 (at $27.79/share; split-adjusted) |
| 3/10/2023 | 2,276 | 63,250 |
| 3/21/2024 | 5,200 | 144,508 |
| Notes: All RSU awards vest ~33% on the 1st, 2nd, and 3rd anniversaries of grant, subject to continued employment . Market value uses $27.79 closing price on Dec 31, 2024 (split-adjusted) . |
Insider Selling Pressure Signals
- Near-term vesting windows: RSUs vest annually on grant anniversaries (e.g., 3/10 for 2023 awards; 3/21 for 2024 awards), creating potential supply from net-share settlements/tax withholdings; 2022 grant’s final tranche vests around 2/15/2025 per 3-year schedule .
- Hedging/pledging prohibited, reducing forced-selling risk from margin activity .
Employment Terms
| Topic | Key Terms |
|---|---|
| Change-in-Control Severance (CIC Plan) | Double-trigger: upon involuntary termination other than for cause or voluntary termination for good reason during the covered period surrounding a change in control, benefits include (a) lump-sum pro-rata bonus for year of termination, (b) lump sum equal to the greater of 2× base salary (immediately before CoC) or base salary at termination, and (c) lump sum equal to 18× monthly COBRA; benefits capped at IRC §280G limit . |
| SERP (Performance-Based) | Sousa receives employer contributions equal to 10% of base salary each year through Dec 31, 2026; each contribution vests 10 years from the contribution date; 2024 cash-credited accounts earned 3.00% interest; vested portions generally paid in five equal annual installments upon separation (non-cause); lump sum if termination within 12 months of a change in control . |
| AIP Eligibility | Must be actively employed on the payment date to receive short-term incentive . |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total $670K with salary $330K (49%), AIP $153K (23%), stock awards $118K (18%), other comp $69K (10%) — balanced but meaningfully at-risk via AIP and RSUs .
- Shift to RSUs vs options: No options are granted to executive officers under the 2023 plan; equity incentives are RSUs with 3-year ratable vesting, lowering risk vs options but increasing predictable vesting supply .
- Performance linkage: AIP tied to pre-tax, pre-provision operating income and efficiency ratio; LTIP RSUs tied to ROAA and NIM vs peers — direct alignment with banking profitability and efficiency .
- CIC economics: Two-times salary plus pro-rata bonus and COBRA suggests moderate protection; double-trigger structure avoids windfalls without termination .
- Clawback/tax gross-ups: Not disclosed for Sousa; no option repricing disclosed; anti-hedging/anti-pledging policy in place .
Investment Implications
- Alignment and retention: Multi-year RSU vesting and 10-year SERP vesting horizon anchor retention; ownership guidelines (≥1.5× salary for EVP by Jan 1, 2027) push further alignment with shareholders .
- Trading signals: Annual RSU vesting events (March windows) may introduce supply via tax withholdings; monitor Form 4 filings around vest dates (3/10, 3/21) for Sousa .
- Change-in-control outcomes: Double-trigger severance at 2× base salary plus pro-rata bonus and COBRA, capped at 280G, limits excess parachute risk while protecting continuity — neutral to slightly shareholder-friendly .
- Pay-for-performance: 2024 AIP payout at 46.36% of base with company measures “slightly above target” indicates moderation in cash incentive outcomes; LTIP granted off ROAA/NIM relative performance underscores focus on core banking profitability over mere growth .
- Risk flags: Pledging/hedging prohibited (mitigates misalignment); no options/out-of-cycle repricing; limited disclosure on clawbacks — continue to monitor policy updates and any 8-Ks impacting executive arrangements .