Richard Rowley
About Richard B. Rowley
Richard B. Rowley, age 70, is an independent director of Orange County Bancorp, Inc. (OBT) and has served on the board since 2009. He is President of Libertyville Capital Group and Rowley Development Corp., and formerly CEO/owner of Rowley Building Products and Window Tech. Rowley holds a B.A. from Susquehanna University and diplomas in British History, Politics, and Fine Arts from University College, Oxford; he is a prominent regional philanthropist whose initiatives include the Rowley Birthing Center and the Rowley Engineering and Science Building. His background provides OBT with deep local market insight and business acumen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rowley Building Products | CEO and owner | Not disclosed | Led operations and strategy; provided business leadership experience to OBT board |
| Window Tech | CEO and owner | Not disclosed | Operational leadership and market understanding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Libertyville Capital Group | President | Not disclosed | Investment/finance leadership; local market expertise |
| Rowley Development Corp. | President | Not disclosed | Real estate/development leadership |
| Hudson Valley Investment Advisors, Inc. (HVIA, OBT affiliate) | Chairman of the Board | 2024 | Received $5,000 retainer plus $1,500 per meeting; contributes to wealth management governance within OBT group |
Board Governance
- Independence: The board determined all directors except Messrs. Gilfeather and Scacco are independent; Rowley is independent .
- Board leadership: Independent chair (Jonathan F. Rouis) ensures active independent oversight .
- Committees (2024 activity):
- Compensation Committee: Member; committee met 5 times (Chair: Kevin Keane) .
- Nominating & Corporate Governance Committee: Member; committee met 4 times (Chair: Marianna R. Kennedy) .
- Audit & Risk Committee: Not a member; committee met 8 times (Chair: Jonathan F. Rouis) .
- Attendance: In 2024, the board held five regular and five special meetings; no director attended fewer than 75% of board and committee meetings .
- Policies: Anti-hedging and anti-pledging; no exceptions approved; robust director stock ownership guidelines ($150,000 minimum for non-employee directors; compliance window to Jan 1, 2027 for those subject as of Effective Date) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $96,000 | Aggregate board/committee/affiliate cash fees |
| HVIA Board Chair Retainer | $5,000 | Additional retainer for HVIA chair role |
| Directors Loan Committee Fee | $10,000 | Additional fee paid for service on Directors Loan Committee |
| HVIA Meeting Fees | $1,500 per meeting | Paid per meeting attended |
During 2024, company directors received $14,500 and the chair $24,500; bank directors received $60,500 and the chair $100,500; Rowley also received an additional $10,000 for serving on the Directors Loan Committee, and HVIA board fees as shown above .
Performance Compensation
| Equity Award (2024) | Units/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non-employee director) | 1,102 unvested RSUs as of 12/31/2024 | 100% vests one year from grant date | Directors may defer RSUs into the Stock-Based Deferral Plan |
| Stock Awards (grant-date fair value) | $25,037 | N/A | Computed under FASB ASC 718 |
OBT’s non-employee director equity is time-based RSUs; no performance metrics (TSR, ROA, ESG) are disclosed for director grants .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock |
|---|---|---|---|
| Hudson Valley Investment Advisors, Inc. (HVIA) | OBT affiliate | Chairman of the Board | HVIA’s CEO (Gustave J. Scacco) is also OBT’s CIO and a director; coordination across wealth/investment operations elevates governance focus on potential intra-group conflicts, mitigated by OBT’s committee oversight |
No other public company directorships are disclosed for Rowley .
Expertise & Qualifications
- Business leadership across capital, development, and manufacturing, enhancing board perspectives on regional economic trends and customer bases .
- Strong regional civic and philanthropic engagement; supports OBT’s community banking footprint .
Equity Ownership
| Ownership Detail (as of 3/31/2025) | Amount |
|---|---|
| Beneficially owned common shares | 555,554 |
| Percent of outstanding shares | 4.9% |
| RSUs held (settle upon separation) | 995 |
| Anti-hedging/pledging policy | Hedging and pledging prohibited absent Board exception; no exceptions approved |
| Director stock ownership guidelines | Non-employee directors expected to hold ≥ $150,000 in OBT stock; compliance deadline Jan 1, 2027 for those subject as of Effective Date |
Governance Assessment
- Board effectiveness: Independent director with significant personal ownership (4.9%) and service on Compensation and Nominating & Corporate Governance Committees; attendance metrics indicate consistent engagement in 2024 .
- Alignment: Time-based RSU grants plus meaningful common stock holdings support alignment; anti-hedging/anti-pledging and ownership guidelines further strengthen governance posture .
- Compensation: 2024 mix skewed to cash board/committee fees and annual RSU grant ($25,037 grant-date fair value); additional fees for Directors Loan Committee and HVIA chair role are modest and disclosed .
- Conflicts/related party: Bank loans to directors were ordinary course, on market terms, and compliant with regulations; Audit & Risk Committee reviews related person transactions ≥$25,000 at least twice annually; no related party transactions >$120,000 since Jan 1, 2023 beyond regulated loans .
- Risk indicators: One late Form 4 filing in 2024 (minor process deficiency); anti-pledging policy with no exceptions approved reduces alignment risk .
Director Compliance & Insider Reporting
| Indicator (FY 2024) | Status |
|---|---|
| Section 16(a) timeliness | One late Form 4 filing (one late transaction) |
| Annual meeting attendance | Six directors attended in 2024; individual attendance not specified; overall ≥75% threshold met by all directors |
Overall, Rowley’s independence, committee roles, and substantial personal ownership support investor confidence; disclosed late filing and intra-group roles (HVIA) are monitored within OBT’s governance framework and policies .