Joseph Ruhl
Executive Vice President, Regional President (Westchester) and Chief Deposit Officer at Orange County Bancorp, Inc. /DE/
Executive
About Joseph Ruhl
Executive Vice President and Regional President for Westchester at Orange Bank & Trust (OBT). Joined the Bank in January 2015 to lead the commercial expansion into Westchester and is responsible for bank‑wide deposit growth; previously a practicing attorney and First Senior Vice President/Division Executive for the Legal Services Division at Hudson Valley Bank. Education: JD, Pace University School of Law; BA, Fordham University. Age 58 (as disclosed in 2024 proxy). 2024 annual incentive metrics emphasized pre‑tax pre‑provision operating income and efficiency ratio, with payout at 52.17% of base pay for Ruhl, indicating slightly above‑target company performance alongside achieved individual goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orange Bank & Trust Company | EVP & Regional President, Westchester | 2015–present | Led commercial expansion into Westchester; responsible for bank‑wide deposit growth |
| Hudson Valley Bank | First Senior Vice President & Division Executive, Legal Services Division | Not disclosed | Led legal services division; leveraged legal expertise into banking operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. Philip the Apostle Foundation | President | Not disclosed | Non‑profit leadership within OBT’s market area |
| Mercy College Paralegal Program | Advisory Board Member | Not disclosed | Academic program advisory; talent/community engagement |
| Italian American Forum | Secretary | Not disclosed | Community organization leadership |
| Columbian Lawyers Association of Westchester County | Director | Not disclosed | Professional legal association leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 335,000 | 345,000 |
| Stock Awards ($) | 101,389 | 125,642 |
| Non‑Equity Incentive Plan ($) | 180,000 | 180,000 |
| Nonqualified Deferred Comp Earnings ($) | 3,441 | — |
| All Other Compensation ($) | 97,450 | 102,690 |
| Total ($) | 717,280 | 753,332 |
2025 Employment Agreement base salary set at $355,000 (may be increased but not decreased) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Company/Bank | Pre‑tax, pre‑provision operating income; efficiency ratio | 70% (Ruhl) | Established annually | Slightly above target | 52.17% of base pay |
| Individual | Individual performance goals | 30% (Ruhl) | Established annually | Achieved | Included in total 52.17% payout |
- AIP paid in cash; participant must be employed on payment date .
Long‑Term Incentives – RSUs (no options)
- 2023 Equity Incentive Plan authorizes up to 500,000 shares; executive officers have not received stock options; RSUs vest ~33% annually over 3 years, generally subject to continued employment .
| Grant Date | Award Type | Unvested RSUs (12/31/2024) | Market Value at 12/31/2024 ($27.79/sh) |
|---|---|---|---|
| 2/15/2022 | RSU | 1,216 | 33,793 |
| 3/10/2023 | RSU | 2,550 | 70,865 |
| 3/21/2024 | RSU | 5,530 | 153,679 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially Owned Shares (3/31/2025) | 22,343 |
| Percent of Shares Outstanding | <1% (based on 11,383,738 shares outstanding) |
| RSUs (Outstanding, as of Record Date) | 10,894 |
| Options (Exercisable/Unexercisable) | None disclosed under current plan |
| Anti‑Hedging/Anti‑Pledging | Prohibits hedging/pledging; Board has not approved any exceptions |
| Ownership Guidelines (Exec VP) | 1.5× base salary value; compliance deadline 1/1/2027 for those subject at 1/1/2025 |
Policies restrict short sales, derivatives, and pledging (exceptions require Board approval; none approved) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Amended & restated effective 12/22/2023; two‑year term with automatic one‑year extensions each Jan 1 unless non‑renewal notice; current term expires 12/22/2026 unless extended |
| Base Salary | $355,000; may be increased, not decreased |
| Incentive Eligibility | Eligible for AIP (short‑term cash) and LTIP (equity) with target opportunities commensurate with similarly situated officers |
| Severance (non‑CIC) | Lump sum equal to 100% base salary + average of three most recent AIP bonuses; plus up to 12 months of COBRA premiums (monthly) |
| Change‑in‑Control (CIC) | Lump sum equal to 2× (base salary at CIC or termination, whichever higher + average of three most recent AIP bonuses) within 30 days; plus lump sum equal to 18× monthly COBRA premium (family coverage level) |
| 280G (Excise Tax) | Better‑of: pay full (subject to excise tax) or cutback to avoid excise tax, whichever yields greater net after‑tax benefit |
| Non‑Compete/Non‑Solicit | Non‑compete & non‑solicit: 18 months after involuntary for cause or voluntary for Good Reason; 12 months after term expiration for any/no reason; only non‑solicit applies for 12 months after involuntary without cause or voluntary for Good Reason; both covenants cease upon CIC |
| Benefits/Perquisites | Eligible for SERP, health and welfare, and perquisites (e.g., travel reimbursement); 2024 perquisites $13,015; 401(k) contributions $39,675; Performance SERP contribution $50,000 |
Investment Implications
- Pay‑for‑performance alignment: AIP tied to profitability and efficiency with 70/30 Company/Individual weighting; 2024 payout at 52.17% of base indicates above‑target execution without outsized discretionary awards .
- Equity‑heavy, low‑risk LTIP: RSUs vest over 3 years; no options granted to executive officers under current plan—reduces leverage risk but creates predictable vest events that can coincide with tax‑withholding transactions .
- Strong alignment safeguards: Anti‑hedging/anti‑pledging policy with no approved exceptions and robust ownership guidelines (Exec VP: 1.5× salary; compliance by 1/1/2027) mitigate misalignment and forced selling risks .
- Retention economics: Non‑CIC severance (1× salary + bonus average + 12 months COBRA) provides moderate downside protection; CIC terms (2× salary + bonus average + 18× COBRA) and covenants ceasing at CIC lower exit friction in change‑of‑control scenarios .
- Ownership “skin in the game”: 22,343 shares beneficially owned and 10,894 RSUs outstanding (<1% of shares outstanding), supporting alignment but not conferring governance control; option exposure is nil .
Note: Attempted to fetch Form 4 insider trade data for real‑time selling pressure analysis, but the insider‑trades skill returned an authorization error; proxy disclosures do not show pledging exceptions or hedging use .