Michael Listner
About Michael Listner
Michael Listner is Senior Vice President and Chief Risk Officer at Orange County Bancorp, Inc. (Orange Bank & Trust), appointed to CRO in March 2023 after serving as Senior Credit Officer (2018) and Chief Credit Officer (2020) . He holds an MBA in finance and accounting from NYU Stern and a BS in finance and economics from Villanova; prior roles include Sun National Bank, BBVA Compass Bank, and credit analytics at Standard & Poor’s across structured finance and investment-grade/high-yield corporates . Age: 47 (as of the 2025 proxy) . Company performance context: Orange County Bancorp revenues grew from FY 2022 to FY 2024 (see table below), while EBITDA is not disclosed in SPGI data for this period [GetFinancials].
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $11,996,000 | $13,419,000 | $15,972,000 |
| EBITDA ($USD) | n/a | n/a | n/a |
Note: Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orange County Bancorp (Orange Bank & Trust) | First VP & Senior Credit Officer | 2018–2020 | Built credit risk processes pre- and post-IPO era |
| Orange County Bancorp (Orange Bank & Trust) | Senior VP & Chief Credit Officer | 2020–Mar 2023 | Led credit underwriting and portfolio oversight |
| Orange County Bancorp (Orange Bank & Trust) | Senior VP & Chief Risk Officer | Mar 2023–present | Enterprise risk management across bank and affiliates |
| Sun National Bank | Credit role (not specified) | Not disclosed | Commercial credit and portfolio experience |
| BBVA Compass Bank | Credit role (not specified) | Not disclosed | Large-bank risk and credit exposure management |
| Standard & Poor’s | Credit analyst covering structured finance and IG/HY corporates | Not disclosed | Deep capital markets and credit analytics background |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard & Poor’s | Analyst covering structured finance; IG/HY corporates | Not disclosed | Enhanced credit modeling and market-linked risk insights |
Fixed Compensation
The 2025 proxy’s Summary Compensation Table lists only the CEO and two other named executive officers; Michael Listner is not a named executive officer and his base salary, target bonus %, and actual bonus are not individually disclosed .
No stock options were granted to executive officers in 2024; historically, options are not used in the equity program .
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Bank pre-tax, pre-provision operating income | Not disclosed for Listner | Not disclosed | 2024 company performance achieved slightly above target for AIP; individual targets achieved; payout detail not disclosed for Listner | N/A |
| Annual Incentive Plan (AIP) | Bank efficiency ratio | Not disclosed for Listner | Not disclosed | As above | N/A |
| Long-Term Incentive (LTIP) 2023 awards | ROAA and tangible book value growth + dividends relative to peers | Not disclosed for Listner | Not disclosed | NEOs received RSUs based on these outcomes; Listner’s specific award not disclosed | RSUs vest 33% annually over 3 years |
| Long-Term Incentive (LTIP) 2024 awards | ROAA and net interest margin relative to peers | Not disclosed for Listner | Not disclosed | NEO RSU grants tied to outcomes; Listner’s specific grant not disclosed | RSUs vest 33% annually over 3 years |
Notes:
- The AIP weighting for named executive officers (not Listner): CEO 80% bank/20% individual; others 70%/30% .
- RSUs for executive officers vest in ~33% increments on the first, second, and third anniversaries; settle in common shares; no voting/disposition rights until vesting .
Equity Ownership & Alignment
| Metric | Q1 2024 (Record Date: Apr 1, 2024) | Q1 2025 (Record Date: Mar 31, 2025) |
|---|---|---|
| Common shares beneficially owned | 639 | 1,756 |
| RSUs outstanding | 3,406 | 6,544 |
| Percent of shares outstanding | <1% | <1% |
| Shares outstanding (context) | 5,657,458 | 11,383,738 (reflects 2-for-1 split effective Jan 10, 2025) |
| Options (exercisable/unexercisable) | None disclosed; company historically does not grant options and granted none in 2024 |
- Anti-hedging/anti-pledging: Executives are prohibited from short sales, option transactions, hedging/monetization, and pledging/margin accounts; Board may approve an exception only for third-party loan collateral with demonstrable capacity, and has approved none .
- Stock ownership guidelines: SVPs must hold shares equal to 1x base salary; EVPs 1.5x; CEO 3x; compliance required by Jan 1, 2027 for those subject as of the effective date, or within 5 years of promotion; compliance measurement uses the greater of year-end close or yearly average close .
- Clawback: Policy Relating to Recovery of Erroneously Awarded Compensation is on file as Exhibit 97 (referenced to the 10-K filed Mar 29, 2024) .
Employment Terms
- Employment agreement: No individual employment agreement for Michael Listner is disclosed in the proxy; agreements are discussed for CEO (term extended, severance and retention/RSU features) and EVP Ruhl, with a CIC plan for Sousa, not for Listner .
- Non-compete/non-solicit: Terms are detailed for CEO and EVP Ruhl; no specific covenants are disclosed for Listner .
- Deferred compensation: The Bank adopted a non-qualified deferred compensation plan in Dec 2022 for select executives; participation cited for certain NEOs; Listner’s participation is not disclosed .
- Incentive risk oversight: Compensation Committee reviews incentive arrangements annually; concluded they do not encourage inappropriate risk taking .
Investment Implications
- Alignment: Listner’s equity exposure is primarily through RSUs (6,544 at Q1 2025) and a modest common shareholding (1,756), with anti-hedging/anti-pledging policies eliminating hedging/pledging risk and limiting forced selling via margin calls .
- Selling pressure: Executive RSUs vest one-third annually over three years; without stock options and with a prohibition on pledging, near-term mechanical selling pressure is lower; specific Listner grant dates are not disclosed, so exact vesting events cannot be timed .
- Retention: Company-wide ownership guidelines require SVPs to accumulate shares equal to 1x base salary by Jan 1, 2027, which supports retention and alignment; individual compliance status for Listner is not disclosed .
- Pay-for-performance: AIP and LTIP metrics emphasize ROAA, NIM, efficiency, and tangible book value growth versus peers; payout mechanics for named executive officers were above target in 2024, but Listner’s specific targets/payouts are not disclosed—limiting direct pay-for-performance assessment for him .
- Execution risk: Deep credit/risk background from S&P and commercial banks suggests strong risk governance capability; however, absence of disclosed individual incentive targets or severance terms reduces visibility into personal risk-taking incentives and retention economics .
Governance Reference Points (Compensation Context)
- Compensation Committee: Keane (Chair), Holcombe, Rowley; independent; five meetings in 2024; retained AON; peer banks located near NYC with assets $1.5–$5.0B .
- Audit & Risk Committee: Rouis (Chair), Kennedy, Schiller; independent; eight meetings in 2024; risk oversight mandate .
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