Olga Luz Tirado

About Olga Luz Tirado

Olga Luz Tirado (age 64) is an independent director of Orange County Bancorp, Inc. (OBT). She is President of O Communications & Solutions, LLC, a minority- and women-owned public relations and branding agency she founded in 2017, and previously led The Bronx Tourism Council for a decade, managing high-profile borough events and producing a Webby-winning podcast. She joined the OBT board in 2023 and brings market development and branding experience, particularly in New York City’s Bronx borough.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Tirado is independent under Nasdaq listing standards; only the CEO (Michael J. Gilfeather) and CIO (Gus J. Scacco) are non-independent.
• Committees: Not listed as a member of the Board’s Audit & Risk, Compensation, or Nominating & Corporate Governance Committees in 2024.
• Attendance and engagement:
  • Board held five regular and five special meetings in 2024; no director attended fewer than 75% of Board and assigned committee meetings.
  • Directors are expected to attend annual meetings; six directors attended the 2024 annual meeting.
• Board leadership: Independent Chair (Jonathan F. Rouis); periodic independent director sessions and CEO performance evaluations by independent directors.
• Insider trading/pledging policy: Prohibits short sales, hedging, and pledging/margin accounts for directors and officers; Board has not approved any exceptions.

Fixed Compensation

• Fee framework:
  • Company Board: each director $14,500; Chair $24,500; paid in four installments (meeting attendance based).
  • Bank Board: each director $60,500; Chair $100,500; additional $10,000 for Directors Loan Committee members; separate HVIA fees for designated directors.

Performance Compensation

• Director equity design: Annual RSUs for non-employee directors are time-based (one-year vest), with no disclosed performance metrics tied to director compensation.
• No director options were granted in 2024; company policy historically does not rely on options.

Other Directorships & Interlocks

• No current public company directorships disclosed for Ms. Tirado.

Expertise & Qualifications

• Market development and branding: Extensive experience connecting cultural institutions, restaurants, arts organizations, and corporate entities; borough event leadership.
• Diversity & Inclusion leadership: Chairs NYSTIA’s DEIA Committee.
• Geographic insight: Deep ties to Bronx market, relevant to OBT’s expanding market area.

Equity Ownership

• Stock ownership guidelines (as of Jan 1, 2025): Non-employee directors must hold at least $150,000 in OBT stock; compliance deadline Jan 1, 2027 for those subject at Effective Date. Performance shares/units (unmet criteria) and all options are excluded from the ownership calculation; valuation uses the greater of year-end closing price or the fiscal-year average closing price.
• Illustrative value of direct shareholdings: 1,149 shares × $27.79 closing price at 12/31/2024 ≈ $31,940 (guideline assessment not disclosed by OBT; RSU inclusion depends on plan interpretation).

Governance Assessment

• Strengths

  • Independence, anti-hedging/anti-pledging policy, and independent board leadership improve oversight quality.
  • Documented attendance threshold met across the Board; expectation of annual meeting attendance.
  • Director equity grants create ownership alignment via RSUs; annual RSU grants vest in one year.

• Watch items

  • Ownership guideline gap: Direct shareholdings appear materially below the $150,000 director guideline; compliance period runs to Jan 1, 2027, but current holdings (excluding performance units and options) are far below target based on disclosed year-end price. Alignment will be clearer as future holdings are disclosed.
  • Committee influence: Not currently on key Board committees (Audit & Risk, Compensation, Nominating & Corporate Governance), limiting direct impact on core governance levers.
  • Sector expertise vs. bank governance: Background is branding/tourism rather than banking, risk, or finance; valuable for market expansion but not a substitute for financial oversight capacity on core committees.

• Conflicts and related-party exposure

  • No related-party transactions over $120,000 disclosed since Jan 1, 2023; director/officer loans were on market terms and compliant with banking regulations.
  • No approved exceptions to anti-pledging/hedging policy; reduces misalignment risk.

• Insider trading and reporting

  • Delinquent Section 16: Late Form 4 filings in 2024 were reported for certain directors (Holcombe, Keane, Kennedy, Rouis, Rowley); Ms. Tirado is not listed among those with late filings.

• RED FLAGS

  • Potential ownership shortfall versus $150,000 guideline (subject to compliance window and award treatment); monitor future proxy disclosures for progress toward guideline compliance.
  • Lack of committee assignments reduces direct influence over audit, compensation, and nomination governance processes.