Jonathan Schiller
About Jonathan Schiller
Jonathan Schiller (age 60) is an entrepreneur and independent director of Orange County Bancorp, Inc. (OBT) since 2024. He is President & CEO of Hospicom Inc., a medical education and consulting firm serving Fortune 100 pharma/biotech; he founded Hospicom in 2003 and previously founded Society of Academic Medicine and Strategically Speaking Inc. He holds a BS in Pharmacy (Registered Pharmacist) from St. John’s University and an MBA in Marketing from Columbia Business School. The Board cites his consulting experience and performance-driving skills as valuable to OBT.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hospicom Inc. | President & CEO | 2003–Present | Led growth from startup to multimillion-dollar global organization |
| Society of Academic Medicine | Founder | Not disclosed | Not disclosed |
| Strategically Speaking Inc. | Founder | Not disclosed | Not disclosed |
External Roles
| Organization | Capacity | Status | Notes |
|---|---|---|---|
| Hospicom Inc. | President & CEO | Active | Medical education/consulting for Fortune 100 pharma/biotech |
Board Governance
- Independent director; Board determined all directors except the CEO (Gilfeather) and CIO (Scacco) are independent.
- Committee assignments:
- Audit & Risk Committee member; Committee met 8 times in 2024; Chair is Jonathan Rouis (audit committee financial expert).
- Board leadership and attendance:
- Independent Board Chair (Jonathan Rouis) with periodic independent director sessions and CEO performance evaluations.
- Board held 5 regular and 5 special meetings in 2024; no director attended fewer than 75% of aggregate Board/committee meetings.
- Term/tenure:
- Nominated for a two-year term ending in 2027; director since 2024.
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards | Deferred Comp | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $18,750 | $0 (no 2024 RSU grant) | $0 | $0 | $18,750 |
Director fee structure (context): Company Board—each director $14,500; Chair $24,500; Bank Board—each director $60,500; Chair $100,500; certain Bank committee service (Directors Loan Committee) earns additional $10,000. Schiller’s 2024 totals are pro-rata due to September 2024 appointment.
Performance Compensation
| Component | Grant Date | Shares/Units | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|---|
| Annual Director RSU (standard) | 2024 cycle | 1,102 unvested RSUs awarded to all non-employee directors except Schiller as of 12/31/2024 | 100% after 1 year | None disclosed for director RSUs (time-based) | Schiller did not receive the 2024 RSU due to September 2024 appointment |
Equity plan: Director equity is time-based RSUs under the 2023 Equity Incentive Plan; directors may defer RSUs under the Stock-Based Deferral Plan.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography for Schiller. |
| Private/non-profit boards | Not disclosed. |
| Interlocks with competitors/suppliers/customers | None disclosed; audit committee reviews related party transactions; no non-loan transactions >$120,000 since 1/1/2023. |
Expertise & Qualifications
- Entrepreneurial operator with senior leadership, consulting, and performance improvement background.
- Industry exposure to pharma/biotech via Hospicom; could add customer-centric insights for OBT’s commercial banking and wealth services.
- Education: BS Pharmacy (Registered Pharmacist), MBA in Marketing (Columbia Business School).
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | RSUs | Ownership Notes |
|---|---|---|---|---|
| Jonathan Schiller | 5,719 | <1% (*) | 719 RSUs settle in shares upon separation | Shared voting/investment power over 5,000 shares |
- Anti-hedging/pledging: Directors/officers prohibited from hedging and generally from pledging; no exceptions approved.
- Stock ownership guidelines: Non-employee directors expected to own at least $150,000 in OBT stock; those subject as of Jan 1, 2025 have until Jan 1, 2027 to comply.
- Valuation basis for compliance: Greater of year-end closing price or fiscal-year average closing prices; performance shares/options excluded from calculation.
Board Governance Details
| Committee | Role | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Audit & Risk | Member | 8 | Committee members independent | Chair: Rouis; Rouis is audit committee financial expert |
| Compensation | Not a member | 5 | Committee independent | Uses AON as independent consultant; oversees incentive risk |
| Nominating & Corporate Governance | Not a member | 4 | Committee independent | Oversees governance guidelines and board evaluation |
Insider Filings and Related Party
| Item | Detail |
|---|---|
| Section 16(a) timeliness (2024) | Late Form 4 filings noted for Holcombe, Keane, Kennedy, Rouis, Rowley; Schiller not listed among late filers. |
| Related party transactions | Director/officer loans on market terms and in compliance; otherwise no transactions >$120,000 since 1/1/2023. |
| RPT oversight | Audit & Risk Committee reviews transactions >$25,000 with insiders at least twice per year. |
Governance Assessment
-
Positives:
- Independent director with committee service on Audit & Risk—reinforces financial oversight and risk governance.
- Independent Board Chair and structured governance practices (executive sessions, CEO performance reviews).
- Attendance met threshold; no director fell below 75% in 2024.
- Strong alignment policies: robust ownership guidelines, anti-hedging/pledging, and no exceptions granted.
-
Watch items / RED FLAGS:
- Limited board tenure (appointed 2024); investors may watch for demonstrated engagement and impact over 2025–2027 term.
- No 2024 director RSU grant due to September appointment—temporary lower equity alignment vs peers until next grant cycle.
-
Conflicts/related party exposure:
- No disclosed related-party transactions involving Schiller; insider loans uniformly on market terms.
- Audit committee membership adds oversight responsibility for RPT; continued monitoring appropriate.
-
Ownership alignment:
- Holds 5,719 shares with shared voting/investment power over 5,000 shares; has until Jan 1, 2027 to satisfy $150,000 director ownership guideline.
Overall signal: Independent audit committee member with relevant operating experience; governance structures and policies are shareholder-friendly. Near-term focus should be on Schiller’s committee engagement, equity alignment in 2025 grant cycles, and continued clean Section 16 compliance.