Michael Coulter
Executive Vice President, Strategic Lending Relationship Officer at Orange County Bancorp, Inc. /DE/
Executive
About Michael Coulter
Michael J. Coulter is Executive Vice President, Strategic Lending Relationship Officer at Orange Bank & Trust Company (OBT), serving part-time since July 2024 after retiring from the Chief Lending Officer role; he joined the Bank in 2017, was promoted to EVP/CLO in February 2019, and has over 35 years of banking experience across Metropolitan Bank, BBVA Compass Bank, Sun National Bank, Citizens, and Key Bank in the NYC/Hudson Valley markets . He holds a Business Administration degree from SUNY Orange and attended SUNY New Paltz; age 67 . As of March 31, 2025, Coulter beneficially owned 2,783 OBT shares (including 32 via the 401(k)) and held 4,730 RSUs, aligning with OBT’s executive ownership policy and anti-hedging/-pledging restrictions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Orange Bank & Trust Company (OBT) | EVP, Strategic Lending Relationship Officer (part-time) | Jul 2024–present | Manages top client relationships; leads business development in Mid-Hudson Valley |
| Orange Bank & Trust Company (OBT) | EVP & Chief Lending Officer | Feb 2019–Jul 2024 | Senior credit and lending leadership; built and oversaw commercial lending |
| Orange Bank & Trust Company (OBT) | SVP & Chief Lending Officer | 2017–Feb 2019 | Led lending as Bank expanded Westchester/Rockland markets |
| Metropolitan Bank; BBVA Compass Bank; Sun National Bank; Citizens; Key Bank | Senior banking roles (titles not disclosed) | Not disclosed | Commercial banking leadership across NYC/Hudson Valley markets |
External Roles
None disclosed for Coulter in the 2025 proxy or related filings reviewed .
Fixed Compensation
| Component | 2024/2025 Detail |
|---|---|
| Base salary | Not disclosed for Coulter in proxy filings; he was not a named executive officer (NEO) for 2024 |
| Target bonus % | Not disclosed |
| Actual bonus paid | Not disclosed |
Performance Compensation
| Incentive Type | Grant/Structure | Vesting | Notes |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 4,730 RSUs outstanding as of Mar 31, 2025 | Executive awards vest ~33% on first, second, and third anniversaries of grant; RSUs settle in common stock | Company’s 2024 LTIP for NEOs used peer-relative ROAA and NIM to determine RSU grants; Coulter’s participation not disclosed |
| Stock Options | None indicated for executives in 2024 | — | Company did not grant stock options in 2024; historically not used |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned (beneficial) | 2,783 (includes 32 via 401(k)) |
| RSUs outstanding | 4,730 |
| Ownership as % of shares outstanding | ~0.024% (2,783 / 11,383,738 shares outstanding) |
| Vesting cadence | RSUs vest ~33% annually over three years from grant date |
| Anti-hedging/derivatives | Hedging, short sales, and transactions in publicly traded options are prohibited for directors/executives unless specifically approved; Board has not approved any program |
| Pledging policy | Pledging generally prohibited; Board may grant rare exceptions with clear repayment capacity—none approved to date |
| Stock ownership guidelines | EVP expected to hold ≥1.5× base salary in OBT stock; compliance deadline for those subject as of Jan 1, 2025 is Jan 1, 2027 (newly subject executives have 5 years) |
| Compliance status | Not disclosed for Coulter (base salary not disclosed) |
Employment Terms
- Role and tenure: Joined OBT in 2017; EVP/CLO from Feb 2019–Jul 2024; now part-time EVP, Strategic Lending Relationship Officer (managing top client relationships and business development) .
- Employment agreement: Not disclosed for Coulter in the 2025 proxy (agreements disclosed for Gilfeather and Ruhl; CIC plan disclosed for Sousa) .
- Change-of-Control treatment for equity: Under the 2023 Equity Incentive Plan, RSU vesting accelerates upon termination following a Change in Control or for death/disability (plan-level provision; individual grants for Coulter not disclosed) .
- Insider trading restrictions: Company announced a blackout period for executive officers/directors from Nov 10, 2025 to approximately the week of Nov 30, 2025 due to 401(k) plan administrator transition, prohibiting transactions in Company equity during the blackout; inquiries directed to CFO Michael Lesler .
Investment Implications
- Limited disclosure of Coulter’s base pay, target/actual bonus, and severance/CIC economics reduces visibility into his pay-for-performance alignment and retention levers; he was not an NEO in 2024 .
- Equity alignment appears modest: ~0.024% beneficial ownership plus 4,730 RSUs, with standard three-year vesting; combined with anti-hedging/pledging prohibitions, near-term insider selling pressure is likely limited absent specific liquidity needs .
- Company incentive design emphasizes profitability via peer-relative ROAA and NIM for RSU grants to NEOs, signaling an institutional focus on margin and asset-return quality; Coulter’s specific participation in 2024 LTIP was not disclosed .
- Operationally, Coulter’s transition to a part-time strategic relationship role concentrates him on client retention and business development in the Mid-Hudson Valley—beneficial for deposit/lending franchise stability, though execution outcomes are not quantified in filings .
Watchpoints: If future filings disclose Coulter-specific grants, bonus structures, or CIC/severance terms, reassess selling pressure around vest dates, compliance with ownership guidelines by Jan 1, 2027, and alignment to ROAA/NIM targets .