Michael Gilfeather
About Michael Gilfeather
Michael J. Gilfeather, 67, has served as President & Chief Executive Officer of Orange County Bancorp, Inc. (Orange Bank & Trust) since April 2014 and is a director of the Company, the Bank, and HVIA; he holds a B.S. in Psychology from Union College and an MBA from Pace University . Under his leadership in 2024, the Company reached $2.5B in assets, with loans up 3.9% to $1.8B and deposits up 5.6% to $2.2B; HVIA and the Bank’s trust department managed $1.8B in AUM, evidencing balanced growth in banking and fee businesses . The CEO role is paired with board service (not independent), but the Board is chaired by an independent director, maintaining separation of chair/CEO and regular independent-only sessions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Bank of New York | Division Head, responsible for all retail banking in Manhattan | 10 years | Large-market retail leadership, distribution and operating scale experience |
| Hudson Valley Bank | EVP & Chief Administrative Officer (Branch Banking, Trust, HR) | n/d | Multi-line oversight (branches, trust, HR), human capital and client coverage breadth |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| New York Bankers Association | Past Chairman | n/d | Policy/industry leadership and statewide relationship network |
| Orange County Partnership | Chairman (concluded 2022); Executive Committee member | Through 2022; continuing exec committee | Regional economic development influence; business attraction |
| Orange Regional Hospital Foundation; Orange County Chamber of Commerce; United Way of Orange & Dutchess Counties | Director/Board roles (prior) | n/d | Community ties; stakeholder engagement |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $670,000 | As disclosed in 2024 SCT; 2024 employment agreement initially set at $670,000 |
| Current Base Salary | $700,000 | Amended & restated agreement; term extension to 3/31/2028 |
Performance Compensation
Annual Incentive Plan (AIP) – Cash
| Metric | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Bank performance (pre-tax, pre-provision operating income; efficiency ratio) | 80% (2024) | n/d | Company performance achieved slightly above target |
| Individual goals | 20% (2024) | n/d | Achieved |
| CEO payout as % of base | — | — | 52.24% of base pay for 2024 |
| Prior year structure | 70% Bank / 30% Individual (2023) | n/d | CEO payout 60% of base pay for 2023 |
Notes: AIP participants must be employed on payment date; at least one Company metric must be met at threshold to earn awards . CEO’s AIP target opportunity is at least 40% of salary per employment agreement .
Long-Term Incentive (LTIP) – RSUs
| Grant/Program | Metric(s) | Grant detail | Vesting |
|---|---|---|---|
| 2024 LTIP award | ROAA and Net Interest Margin vs peers | CEO received 8,583 RSUs (2024 LTIP tranche within total 2024 grants) | 33% per year over 3 years; accel on death/disability/qualifying CoC termination |
| 2023 LTIP award | ROAA and TBV growth + dividends vs peers | CEO received 4,944 RSUs (2023) | 33% per year over 3 years; similar accel provisions |
2024 and 2023 CEO Compensation (Summary Compensation Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary | $650,000 | $670,000 |
| Stock Awards (RSUs grant date fair value) | $262,032 | $523,966 |
| Non-Equity Incentive Plan (AIP) | $390,000 | $350,000 |
| Nonqualified Deferred Comp Earnings | $1,119 | — |
| All Other Compensation | $330,742 | $348,803 |
| Total | $1,633,893 | $1,892,769 |
All Other Compensation (2024 detail): Perqs $27,465; Life insurance $21,663; 401(k) $39,675; Performance SERP contribution $260,000 .
Retention Economics (Special)
- Cash Retention Bonus: $375,000 if employed through 12/31/2026; $125,000 if employed through 12/31/2027; payable earlier upon death/CoC; payable if terminated without cause/for good reason post-release .
- RSU Retention Bonus: Annual grants equal to 20% of base salary in 2024–2026; cliff vest 12/31/2026, with accel on death, CoC, involuntary termination without Cause or voluntary for Good Reason; cash in lieu if not all grants awarded before such event .
Equity Ownership & Alignment
Beneficial Ownership and RSUs (as of 3/31/2025)
| Holder | Shares Owned | % Outstanding | RSUs (not yet settled) |
|---|---|---|---|
| Michael J. Gilfeather | 76,981 (includes 15,850 IRA) | <1% | 66,045 total; includes 21,688 RSUs payable upon separation; 10,411 RSUs payable 12/31/2026 |
- Anti-hedging/anti-pledging: Directors/executive officers are prohibited from short sales, hedging/derivatives; pledging is generally prohibited; no exceptions have been approved by the Board .
- Ownership guidelines (effective 1/1/2025): CEO must hold ≥3x base salary; compliance window to 1/1/2027 for those subject as of effective date .
- No stock options outstanding to executives; equity is RSUs under the 2023 plan .
Outstanding CEO Equity Awards (Unvested at 12/31/2024)
| Grant date | Units unvested | Market value @ $27.79/sh | Vesting terms |
|---|---|---|---|
| 2/15/2022 | 2,144 | $59,582 | 33%/year (service-based) |
| 3/10/2023 | 6,592 | $183,192 | 33%/year (service/performance plan RSUs) |
| 1/23/2024 | 5,164 | $143,508 | 33%/year (LTIP/retention) |
| 3/21/2024 | 17,166 | $477,043 | 33%/year (LTIP) |
Note: Values reflect post 2-for-1 stock split effective January 10, 2025; closing price used $27.79 (12/31/2024) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Amended & restated; initial term through 3/27/2027; extended on 2/20/2025 through 3/31/2028; auto-renews one year to 3/31/2029 unless either party gives notice 90 days before 3/31/2028 . |
| Base salary | $700,000 current (may increase, not decrease) . |
| Target incentives | AIP ≥40% of salary; LTIP ≥50% of salary . |
| Severance (no CoC) | Lump sum equal to (1) base salary + (2) average of last three AIP bonuses; pro-rated AIP for year of termination; pro-rata vesting of LTIP RSUs; 12 months COBRA premium payments . |
| Change-in-Control (CiC) | 3x (base salary + three-year average AIP bonus) lump sum; lump sum equal to 18x monthly COBRA; best-net (280G) cutback if needed . |
| Protective covenants | 1-year non-compete; 2-year non-solicit (employees/customers); covenants do not apply upon CiC termination within 12 months . |
| Retention awards | Cash ($375k by 12/31/2026; $125k by 12/31/2027) and RSU Retention Bonus (20% of base in 2024–2026; cliff 12/31/2026), with specified accel and cash-in-lieu provisions . |
Pension, Deferred Compensation, and SERP
- Gilfeather SERP: One-time $15,000 contribution (2014); fully vested; pays lump sum within 45 days after separation or 30 days post-CoC; credited 3.00% in 2024 .
- Performance-Based SERP: CEO eligible for $260,000 annual contribution (conditions include employment on 12/31, asset threshold, ≥80% of annual goals); fully vested at age 65; credited 3.00% in 2024; distribution in five annual installments upon separation (except CiC termination = lump sum) .
- Pension Plan (frozen): Participant; traditional defined benefit plan; accruals frozen 12/31/2015; retirement benefit formulas and options disclosed .
- 401(k): Safe harbor and discretionary contributions; age-based discretionary contribution of 8.5% of base pay applicable for CEO (subject to IRS limits) .
Board Governance (Director Role)
- Board service: Director since 2014; not independent given executive status .
- Board leadership: Independent Chair (Jonathan Rouis); independent-majority board; periodic independent-only meetings; annual CEO performance evaluation by independent directors .
- Committees: Audit & Risk; Compensation; Nominating & Corporate Governance — all composed of independent directors; CEO is not a member .
- Attendance: No director or committee member attended fewer than 75% of meetings in 2024 .
- Director pay: Employee directors (CEO, Scacco) receive no additional board compensation .
Related Policies and Risk Controls (Alignment)
- Insider Trading/Anti-Hedging/Pledging: Robust prohibitions; no Board-approved exceptions to pledging/hedging; reduces misalignment/forced selling risk .
- Stock Ownership Guidelines: CEO ≥3x salary; measurement uses greater of year-end price or fiscal-year average; compliance window until 1/1/2027 for incumbents .
- Grant practices: No stock options historically; policies avoid grants around material nonpublic info and blackout windows .
Equity Overhang and Potential Selling Pressure
- Standard RSUs vest ratably over 3 years, creating periodic settle-and-sell windows each year .
- Concentrated 12/31/2026 event: RSU Retention Bonus cliff (plus 10,411 RSUs disclosed as payable on 12/31/2026) may create a lumpier settlement event; 21,688 RSUs settle upon separation, representing deferred supply tied to tenure/exit .
Compensation Committee & Peer Benchmarking
- Compensation Committee: Keane (Chair), Holcombe, Rowley — all independent; met five times in 2024 .
- Independent consultant: AON engaged to evaluate executive and director compensation and succession planning; peer banks in NYC metro area, $1.5–$5.0B assets .
Performance & Track Record (selected operating KPIs)
| KPI (FY 2024) | Value |
|---|---|
| Total assets | $2.5 billion |
| Loans | $1.8 billion (+3.9% YoY) |
| Deposits | $2.2 billion (+5.6% YoY) |
| AUM (Trust + HVIA) | $1.8 billion |
Director Compensation (for context)
- Non-employee director equity: Annual RSU grants vest 100% at 1 year; directors may defer into stock-based plan .
- Employee directors (CEO) receive no director fees or equity separate from executive programs .
Investment Implications
- Pay-for-performance and retention: The CEO’s mix shifted toward equity in 2024 (stock awards ~$524k vs $262k in 2023), with a layered retention structure (cash+RSU) through 2026–2027, aligning tenure with strategic growth initiatives but creating a concentrated vesting event at YE 2026 .
- Alignment and leakage risk: Strict anti-hedging/pledging and meaningful ownership guidelines (3x salary) mitigate misalignment and leverage risks; no options outstanding reduces repricing risk .
- Change-in-control economics: 3x base+bonus and full COBRA multiplier represent above-median protection for a bank of this size, potentially increasing deal frictions but also ensuring leadership continuity; best-net cutback avoids punitive excise taxes .
- Supply technicals: Regular 3-year RSU vesting implies ongoing, modest settlement flow; RSU Retention cliff in 2026 (and specific RSUs scheduled for 12/31/2026) could add near-term selling pressure if not managed via 10b5-1 plans .
- Execution track: 2024 balance sheet and AUM growth alongside disciplined deposit mix underscore operating delivery in a dynamic rate backdrop; AIP payouts tracked outcomes (52.24% of salary), balancing performance with prudence .
Overall: Compensation design skews toward multi-year equity and SERP accruals with clear retention hooks through 2026–2027, robust anti-pledging controls, and governance separation (independent chair). Watch YE 2026 vesting/event risk, any 280G exposure in strategic scenarios, and continued delivery on growth-profitability metrics that drive LTIP outcomes .