Kevin Keane
About Kevin J. Keane
Independent director of Orange County Bancorp, Inc. (OBT); age 68; director since 2022. Managing Partner at PKF O’Connor Davies with 30+ years’ experience advising high-net-worth and family-owned businesses across manufacturing, distribution, real estate, and construction; founder and former director of The Westchester Bank (board service until its 2021 acquisition). Education: B.S., SUNY Albany; MBA (Corporate Finance), Pace University . The Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Westchester Bank | Founder; Director | Through 2021 (until acquisition) | Founder/director experience and regional banking insights cited as board-relevant |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PKF O’Connor Davies | Managing Partner | Current | Leads large accounting/advisory firm; accounting and advisory expertise |
| Archbishop Stepinac High School | Chairman, Board of Trustees | Current | Board leadership experience |
| John A. Coleman School (Elizabeth Seton Pediatric Center); Lititz Watch Technicum; Irish Arts Center | Board/Finance committee participant | Current | Community and nonprofit governance involvement |
Board Governance
| Governance Area | Details |
|---|---|
| Independence | Independent director (all directors independent except CEO Gilfeather and CIO Scacco) |
| Board leadership | Chair is independent (Jonathan F. Rouis) |
| Committees | Compensation Committee – Chair (members: Keane (Chair), Holcombe, Rowley) |
| Other committees | Not listed on Audit & Risk (Rouis Chair; Kennedy, Schiller members) or Nominating & Corporate Governance (Kennedy Chair; Morrison, Rouis, Rowley members) |
| Meeting cadence (2024) | Board: 5 regular + 5 special meetings; committees: Audit & Risk (8), Compensation (5), Nominating & Corporate Governance (4) |
| Attendance | No director or committee member attended fewer than 75% of applicable meetings in 2024 |
| Executive sessions | Periodic meetings of independent directors; independent chair structure |
Fixed Compensation (Non-Employee Director – 2024)
| Component (USD) | Amount |
|---|---|
| Cash fees | $75,000 |
| Equity (RSUs) – grant date fair value | $25,037 |
| Total | $100,037 |
- Structure reference: Company director fee $14,500; Bank director fee $60,500 (paid in four installments). Extra fees applied to specific directors on the Directors Loan Committee (Holcombe, Rowley, Morrison) – not disclosed for Keane . Directors also receive annual RSU grants that vest in one year .
Performance Compensation (Director Equity)
| Award | 2024 Status | Vesting | Performance Conditions |
|---|---|---|---|
| Time-based RSUs (annual director grant) | As of 12/31/24, all directors except Schiller had 1,102 unvested RSUs | 100% vests at first anniversary of grant; directors may defer into Stock-Based Deferral Plan | None (time-based; no performance metrics) |
- Keane participates in the Stock-Based Deferral Plan (stock-based deferrals permitted for director cash fees and RSUs) .
Other Directorships & Interlocks
| Company/Entity | Role | Type | Notes |
|---|---|---|---|
| The Westchester Bank (prior) | Director | Bank (acquired 2021) | Prior board service until acquisition |
| Current public company boards | None disclosed | — | None disclosed in proxy |
| Interlocks | None disclosed | — | No compensation committee interlocks disclosed; independent consultant (AON) supports committee |
Expertise & Qualifications
- Accounting and advisory expertise serving private businesses and HNW clients; regional banking founder experience. Education: SUNY Albany (B.S.), Pace University (MBA, Corporate Finance) .
- Not designated as the Audit Committee Financial Expert (that designation is for Rouis) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 39,738 shares; includes 7,400 held by a Partnership |
| RSUs (deferred/settle on separation) | 13,106 RSUs (settle in shares upon separation from service) |
| Director RSUs outstanding (cohort) | As of 12/31/24, all directors except Schiller had 1,102 unvested RSUs (1-year vest) |
| Ownership % of outstanding | <1% |
| Stock ownership guidelines (Directors) | Expected to own ≥$150,000 in OBT stock; compliance deadline 1/1/2027 for those subject as of effective date (1/1/2025) |
| Hedging/pledging policy | Hedging and pledging prohibited; no exceptions approved |
| Indicative stake value | 39,738 shares × $27.79 closing price (12/31/24) ≈ $1,104,319, suggesting guideline comfortably met (calculation based on disclosed share count and price) |
Related Party Transactions and Conflicts
- Banking-related insider loans (directors/executives) were on market terms, within banking regulations, and performing; no other related party transactions >$120,000 since 1/1/2023 .
- Audit firm is Crowe LLP (not PKF O’Connor Davies), reducing potential external auditor conflict given Keane’s firm affiliation .
- Anti-hedging/anti-pledging policy with no approved exceptions; robust governance practice .
Insider Trades & Section 16 Compliance
| Item | Status/Detail |
|---|---|
| Section 16(a) timeliness | Keane had one late Form 4 filing reporting one late transaction in 2024 (along with Holcombe, Kennedy, Rouis, Rowley) |
Governance Assessment
-
Strengths
- Independent director; chairs the Compensation Committee with use of an independent consultant (AON); committee concluded incentive programs do not encourage inappropriate risk .
- Strong ownership alignment: meaningful beneficial stake and participation in stock-based deferral; prohibitions on hedging/pledging; director ownership guideline of $150,000, with indicative holdings well above threshold .
- Solid attendance culture (no director below 75%); independent Board Chair; regular independent director sessions .
-
Watch items / potential red flags
- One late Form 4 transaction in 2024 indicates a minor compliance lapse; monitor future timeliness (RED FLAG – administrative) .
- As Compensation Committee Chair, continues to influence executive/board pay structures; sustained use of independent consultant mitigates risk of pay inflation or misalignment; monitor say-on-pay outcomes when/if applicable and year-over-year pay-mix changes .
-
Overall implication for investors
- Keane brings deep accounting and regional banking experience, strong shareholder alignment via equity/deferral participation, and leads a key governance committee with independent advice. The governance framework (independent chair, anti-hedging/pledging, ownership guidelines) supports investor confidence; the single late Form 4 merits routine monitoring but does not materially detract from board effectiveness based on disclosed information .