Jonathan Rouis
About Jonathan Rouis
Jonathan F. Rouis, CPA, is the independent Chairman of the Board of Orange County Bancorp, Inc. (OBT). He is a Partner at RBT CPAs and former managing partner at Rouis & Company LLC CPAs, with public-service experience as Chairman of the Sullivan County Legislature. He holds a BBA in Accounting from St. Bonaventure University. Age 53; OBT Director since 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBT CPAs | Partner | Not disclosed | Accounting, auditing, tax, consulting expertise brought to OBT board |
| Rouis & Company LLC CPAs | Managing Partner (former) | Not disclosed | Corporate management experience |
| Sullivan County Legislature | Chairman | Not disclosed | Public-sector leadership; governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Hudson Valley Health Systems | Board of Directors (member or past member) | Not disclosed | Community and healthcare system governance exposure |
Board Governance
- Independence and leadership: Rouis is the independent Chairman of the Board; the board majority is independent .
- Committee assignments:
- Audit and Risk Committee: Chair (members: Rouis, Kennedy, Schiller); Board-designated “audit committee financial expert”; met 8 times in 2024 .
- Nominating & Corporate Governance Committee: Member (Kennedy, Chair; Morrison; Rouis; Rowley); met 4 times in 2024 .
- Board activity and attendance:
- Board held 5 regular and 5 special meetings in 2024; no director attended fewer than 75% of aggregate board+committee meetings .
- Six directors attended the 2024 annual meeting; OBT expects director attendance absent conflicts .
- Insider compliance:
- One late Form 4 filing for each of Directors Holcombe, Keane, Kennedy, Rouis, and Rowley during 2024 (disclosed as delinquent Section 16(a) reports) .
- Governance practices:
- Independent director sessions, annual CEO evaluations by independent directors .
- Anti-hedging/anti-pledging policy: prohibits hedging, short sales, and pledging (exceptions require board approval; none approved) .
- Director stock ownership guidelines: Non-employee directors must hold ≥$150,000 in OBT stock; existing covered individuals have until Jan 1, 2027 to comply .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 125,000 | Mix of Company and Bank board chair/director fees (structure: Company director $14,500; Company Chair $24,500; Bank director $60,500; Bank Chair $100,500; paid quarterly) |
| Non-Qualified Deferred Comp (interest) | 277 | Cash-Based Deferred Compensation Plan credited at 5.35% in 2024; Rouis has a plan balance |
| Total Cash/Deferred | 125,277 | Calculated from above |
Notes:
- Director fee structure is board-approved based on peer analysis by AON; some directors receive additional loan committee fees (not applicable to Rouis in disclosures) .
Performance Compensation
| Equity Award Type | Grant-Date Fair Value ($) | Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (2024) | 25,037 | 1,102 unvested RSUs as of 12/31/24 (for all directors except Schiller) | 100% vesting one year from grant date | None disclosed for director RSUs (time-based only) |
- Directors may defer RSU awards under the Stock-Based Deferral Plan; Rouis participates in the Stock-Based Deferral Plan .
- No stock options were granted in 2024; OBT historically does not grant options as part of director equity programs .
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlocks/Conflicts |
|---|---|---|---|
| Greater Hudson Valley Health Systems | Director (member or past member) | No public disclosure as public company | No related-party transactions disclosed with OBT |
- Auditor independence: OBT’s auditor is Crowe LLP (ratification proposed for 2025), not Rouis’s firm; no audit firm interlock .
- Related-party transactions: No transactions >$120,000 with related persons since Jan 1, 2023, other than ordinary-course, market-term lending to insiders as permitted for insured banks .
Expertise & Qualifications
- CPA; designated “audit committee financial expert” .
- Accounting, auditing, tax, consulting practice leadership; corporate management background .
- Public-sector governance experience; community organization involvement .
- Independence under Nasdaq rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs (director) | Notes |
|---|---|---|---|---|
| Jonathan F. Rouis | 13,941 | <1% (“*”) based on 11,383,738 shares outstanding | 5,241 RSUs settle in shares upon separation from service | Anti-hedging/pledging policy applies; no exceptions approved |
- Director stock ownership guideline for non-employee directors: ≥$150,000; compliance status for Rouis not explicitly disclosed; deadline Jan 1, 2027 for covered individuals .
Governance Assessment
- Strengths
- Independent Chairman with audit committee financial expert designation; strong accounting and regulatory skillset enhances oversight of financial reporting and risk .
- Active committee leadership (Audit & Risk Chair; member of Nominating & Corporate Governance); committees met regularly (8 and 4 meetings in 2024) .
- Broad independence across board; periodic independent sessions; formal CEO evaluation by independent directors .
- Robust insider policies (anti-hedging/pledging) and director ownership guidelines ($150,000 target) .
- Risks and RED FLAGS
- One late Form 4 filing in 2024 (technical compliance lapse); disclosed as delinquent Section 16(a) .
- Ordinary-course insider lending exists (permitted and on market terms), monitored by Audit Committee; no other related-party transactions >$120,000 disclosed since 1/1/2023 .
- Compensation and alignment signals
- Director compensation mix balanced between cash and time-based RSUs; RSUs vest in one year, promoting near-term alignment, but lack performance conditions (time-based only) .
- Participation in stock-based deferral aligns director pay with stock outcomes; minimal deferred comp interest credited for Rouis in 2024 .
Overall, Rouis’ independent chairmanship, audit expertise, and committee leadership support board effectiveness; minor compliance timing issue (late Form 4) is disclosed, with otherwise conservative insider policies and absence of material related-party transactions .