Marianna Kennedy
About Marianna R. Kennedy
Marianna R. Kennedy is an independent director of Orange County Bancorp, Inc. (OBT), serving since 2022. She is a practicing attorney and partner at Drake Loeb PLLC, focused on business and financial transactions (M&A, commercial contracts, borrowing/leasing), and graduated magna cum laude from Pace University School of Law; age 61 as disclosed in the latest proxy .
Past Roles
No prior corporate executive roles or specific prior public company directorships are disclosed for Ms. Kennedy in the proxy; the filing notes she is a current and past member of numerous boards, often in leadership positions, without listing specifics .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drake Loeb PLLC | Partner (business and financial transactions) | Not disclosed | Represents regional/national businesses in acquisitions, sales, mergers, contracts, borrowing, leasing |
| SUNY Orange Foundation | Director; Executive Committee member | Not disclosed | Board member and executive committee engagement |
Board Governance
- Independence: Kennedy is “independent” under SEC and Nasdaq rules; she serves on committees comprising only independent directors .
- Committee assignments and chair roles:
- Audit & Risk Committee: Member (Committee comprised of Rouis—Chair, Kennedy, Schiller); met 8 times in 2024; Rouis designated audit committee financial expert .
- Nominating & Corporate Governance Committee: Chair (Committee comprised of Kennedy—Chair, Morrison, Rouis, Rowley); met 4 times in 2024 .
- Board leadership and attendance:
- The Board Chair is independent (Jonathan F. Rouis), enhancing independent oversight .
- In 2024, the Board held 5 regular and 5 special meetings; no director attended fewer than 75% of aggregate Board and committee meetings; six directors attended the 2024 annual meeting of stockholders (individual attendance not specified) .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | As reported in Director Compensation Table for Kennedy |
| Equity (Stock Awards, grant-date fair value) | $25,037 | Time-based RSUs under 2023 Equity Incentive Plan |
| Total | $100,037 | Sum of cash and equity |
| Structural fees (Company Board) | $14,500 | Per director; Chairman $24,500; paid quarterly for Board/committee meetings |
| Structural fees (Bank Board) | $60,500 | Per director; Chairman $100,500; paid quarterly for Board/committee meetings |
| Meeting/committee extras | N/A for Kennedy | Additional $10,000 for Directors Loan Committee applies to Holcombe, Rowley, Morrison (not Kennedy) |
- Deferrals: Non-employee directors may defer cash fees into the Stock-Based Deferral Plan; Kennedy participated in the Stock-Based Deferral Plan during 2024 .
Performance Compensation
| Item | Detail | Terms |
|---|---|---|
| Annual Director Equity Grant | Time-based RSUs under 2023 Plan | Vest 100% one year from grant; intended to encourage meaningful ownership |
| 2024 RSU Grant (unvested at 12/31/24) | 1,102 RSUs (Kennedy and all Directors except Schiller) | Unvested balance as of year-end 2024 |
| Grant Valuation | $25,037 (aggregate grant-date fair value) | Computed per FASB ASC 718; assumptions per 10-K Note 1 |
| Option Awards | None granted historically; none in 2024 | Company policy avoids options; restrictions around grant timing; applies to future options if any |
| Voting/Disposition Rights on RSUs | None until vesting | RSUs settle in common stock; no voting/disposition rights prior to vest |
| Deferral of RSUs | Allowed into Stock-Based Deferral Plan | Section 409A compliant; Kennedy participated in 2024 |
- Performance metrics tied to director compensation: None. Director RSUs are time-based; no TSR/EBITDA/revenue metrics apply; no options, repricing, or ESG metrics disclosed for director pay .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| SUNY Orange Foundation | Non-profit | Director; Executive Committee member | None identified with OBT’s competitors/suppliers/customers |
| Other public company boards | — | None disclosed | None disclosed in proxy |
Expertise & Qualifications
- Legal/transactional expertise: Partner, Drake Loeb PLLC; concentrated in acquisitions, sales, mergers, commercial contracts, borrowing, and leasing—relevant to bank governance and risk oversight .
- Education: Pace University School of Law, magna cum laude .
- Community/board leadership: Current/past service on numerous boards; adds local market insight .
Equity Ownership
| Metric (as of 3/31/2025 unless noted) | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 9,103 | Less than 1% of outstanding shares |
| Percent of shares outstanding | <1% | Based on 11,383,738 shares outstanding |
| RSUs (table column) | 995 | RSUs shown in proxy ownership table |
| Unvested RSUs (12/31/2024) | 1,102 | Standard annual director grant, unvested as of year-end |
| Deferred RSUs (settle upon separation) | 8,503 | Footnote indicates deferred RSUs settle in shares upon separation |
| Pledged shares | None disclosed | No pledging disclosure noted for Kennedy |
- Section 16 compliance: Kennedy had one late Form 4 filing in 2024 (along with Holcombe, Keane, Rouis, Rowley) .
Governance Assessment
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Strengths:
- Independent director with chair role on Nominating & Corporate Governance Committee—direct influence on board composition, governance guidelines, and independence oversight .
- Member of Audit & Risk Committee—participates in oversight of financial reporting, internal controls, and related-party transaction review; committee met 8 times in 2024, indicating active engagement .
- Equity alignment via annual RSUs (1,102 unvested RSUs at 12/31/24; $25,037 grant-date value) alongside cash fees ($75,000), reflecting balanced mix; RSUs vest over one year to encourage ownership .
- Use of independent compensation consultant (AON) and peer analysis for director compensation supports market-aligned, independent pay decisions .
-
Potential Risks/Red Flags:
- One late Form 4 in 2024 suggests a minor compliance lapse; monitoring timely reporting is prudent for investor confidence .
- Bank-related loans to directors are permissible and reported as ordinary course; while compliant, any such lending can be perceived as potential conflict without strict adherence to policy (Audit & Risk Committee reviews >$25,000 related person transactions; no >$120,000 RPTs since 1/1/2023) .
- Director equity is purely time-based (no performance metrics), which may reduce explicit pay-for-performance linkage at the board level; however, time-based RSUs are standard for non-employee directors and vest in one year .
-
Additional Governance Context:
- Independent Board Chair (Rouis) and majority-independent board; periodic meetings of independent directors; annual CEO performance evaluations by independent directors—factors supportive of board effectiveness .
- Attendance: Board held 10 meetings (5 regular, 5 special) in 2024; all directors met at least 75% attendance thresholds; committee meetings for Kennedy’s assignments were actively scheduled (Audit: 8; Nominating: 4) .
Related Party Transactions & Conflicts
- Lending: Loans to directors/executives were on market terms, within banking regulations, and performing; Audit & Risk Committee reviews related person transactions semi-annually; no transactions >$120,000 involving related persons since January 1, 2023 beyond permitted loans .
- Law firm affiliation: Kennedy’s partnership at Drake Loeb PLLC is disclosed; no transactions between OBT and Drake Loeb are disclosed in the proxy (reducing immediate conflict concerns) .
Compensation Structure Analysis (Directors)
| Dimension | 2024 Observation | Implication |
|---|---|---|
| Cash vs Equity Mix | $75,000 cash; $25,037 equity (RSUs) | Balanced with meaningful equity; supports alignment |
| Options vs RSUs | No options granted historically/in 2024; RSUs only | Lower risk profile; avoids option timing concerns |
| Performance Linkage | Time-based vesting; no performance metrics | Standard for directors; limited pay-for-performance tie |
| Consultant/Peer Use | AON retained; peer banks $1.5–$5.0B assets near NYC metro | Market benchmarking reduces pay inflation risk |
| Meeting/Committee Fees | Structural fees for Company/Bank Boards; no extra loan committee fees for Kennedy | Cash fee structure consistent; total cash as reported |
Compensation Committee Analysis (Context)
- Composition: Keane (Chair), Holcombe, Rowley—independent; 5 meetings in 2024 .
- Consultant: AON engaged; peer group vetted; applied to executive and director compensation decisions .
- Risk oversight: Committee reviews incentive comp risk at least annually; concluded arrangements do not encourage inappropriate risk-taking .
Say-on-Pay & Shareholder Feedback
No director-specific say-on-pay analytics disclosed; broader say-on-pay results not cited in reviewed proxy sections.
Equity Ownership & Alignment Summary
- Ownership: Kennedy holds 9,103 common shares (<1%); RSUs on file include 995 in table, 1,102 unvested RSUs at 12/31/24, and 8,503 deferred RSUs that settle on separation; RSUs provide future ownership alignment with vesting/settlement .
- Pledging/Hedging: No pledging disclosed for Kennedy; hedging policy details not cited in reviewed sections .
Risk Indicators
- Legal/SEC: One late Form 4 in 2024 (minor compliance issue) .
- RPTs: Only permitted bank loans on market terms; no other >$120,000 RPTs since 1/1/2023; periodic committee review of related person transactions above $25,000 .
- Options: No option repricing or grants; reduces risk of timing concerns .
Governance Conclusion
Kennedy’s role as Chair of the Nominating & Corporate Governance Committee and membership on the Audit & Risk Committee positions her centrally in OBT’s governance and risk oversight. Her legal and transactional background, independent status, and equity participation support investor confidence, while a single late Form 4 is a minor red flag to monitor. Overall, governance signals are constructive with active committee engagement, independent leadership, and aligned director compensation through time-based RSUs .