William Morrison
About William D. Morrison
Independent insurance professional with 23 years as a senior account executive in commercial insurance at Marshall & Sterling; holds a BS in Business Administration from Marist College. Age 70; director since 2004, providing budgeting and financial strategy insights to the Board; currently stands as an independent director under SEC and Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marshall & Sterling Insurance Company | Senior Account Executive, Commercial Insurance | 23 years | Provided budgeting and financial strategy expertise; independent insurance professional background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Valley Investment Advisors, Inc. (HVIA; OBT subsidiary) | Director | Ongoing in 2024 | Retainer $3,000; meeting fees $1,500 per meeting; aligns oversight of wealth mgmt affiliate |
| Various community, corporate and charitable organizations | Board member (current or past) | Not disclosed | Community engagement noted; specifics not provided |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member (Chair: Kennedy; members: Morrison, Rouis, Rowley); all members independent per SEC/Nasdaq; committee met 4 times in 2024.
- Attendance: In 2024, the Company Board held 5 regular and 5 special meetings; no director or committee member attended fewer than 75% of aggregate meetings. Six directors attended the 2024 annual meeting.
- Independence: Morrison identified as independent in committee composition disclosures.
- Director election support: 2025 annual meeting vote results show strong support for Morrison’s re-election.
| 2025 Director Election (May 20, 2025) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| William D. Morrison (3-year term) | 7,364,116 | 361,121 | 1,972,455 |
Fixed Compensation (Non-Employee Director; FY 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Company Board & Committee meeting fees | 14,500 | Paid in four installments |
| Bank Board & Committee meeting fees | 60,500 | Paid in four installments |
| Directors Loan Committee (Bank) | 10,000 | Additional fee paid quarterly |
| HVIA Board retainer | 3,000 | Annual retainer |
| HVIA Board meeting fees | 1,500 per meeting | Number of meetings not disclosed |
| Total fees earned or paid in cash (Director Comp Table) | 94,000 | Aggregate cash fees reported |
| Non-qualified deferred compensation (above-market earnings) | 1,297 | Cash-Based Deferred Compensation Plan credited at 5.35% in 2024 |
| All other compensation | — | None reported for directors (perqs < $10k) |
| Total compensation (Director Comp Table) | 120,334 | Includes stock awards fair value |
Performance Compensation (Equity and Deferrals; FY 2024)
| Metric | Detail |
|---|---|
| Annual equity grant type | Time-based RSUs under 2023 Equity Incentive Plan; directors receive annual RSUs |
| RSUs outstanding (as of 12/31/2024) | 1,102 unvested RSUs for each director except Schiller |
| Vesting | 100% on first anniversary of grant date for non-employee director awards |
| Grant-date fair value of stock awards (2024) | $25,037 for Morrison |
| Options granted to directors | None historically; no options granted in 2024 |
| Stock-based deferral plan | Directors may defer equity into Stock-Based Deferral Plan (Section 409A compliant) |
| Cash-based deferral plan | Frozen; participants (including Morrison) credited at 5.35% in 2024; above-market earnings reported in comp table |
| Anti-hedging/anti-pledging | Prohibits hedging/pledging; no exceptions approved by Board |
Other Directorships & Interlocks
| Company | Role | Committee/Chair | Notes |
|---|---|---|---|
| HVIA (OBT subsidiary) | Director | — | Retainer and meeting fees; aligns with OBT’s investment advisory oversight |
No other public-company directorships disclosed for Morrison; general community/corporate/charitable board involvement noted without specifics.
Expertise & Qualifications
- Independent insurance professional; 23 years as senior account executive in commercial insurance (Marshall & Sterling).
- Provides Board insights into budgeting and financial strategy.
- Education: BS in Business Administration, Marist College.
- Independence affirmed via committee composition.
Equity Ownership (Record Date: March 31, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs (proxy table) | Notes |
|---|---|---|---|---|
| William D. Morrison | 114,024 | 1.0% | 995 | Footnote indicates holdings include 10,932 shares in an IRA, 324 shares in a Roth IRA, and 1,124 RSUs that settle upon separation from service |
| Shares outstanding (for % calc) | 11,383,738 | — | — | For percent ownership computation |
Stock Ownership Guidelines for Non-Employee Directors: minimum $150,000 in company stock; compliance required by January 1, 2027 for those subject as of effective date; valuation uses greater of year-end closing price or full-year average. Based on Morrison’s disclosed share count, his ownership appears to comfortably exceed the $150,000 guideline.
Governance Assessment
- Board effectiveness: Morrison’s long tenure (since 2004) and insurance/financial strategy background contribute to Nominating & Corporate Governance oversight; independence status and full-committee participation metrics support governance quality.
- Compensation alignment: Director pay mix balances cash meeting/committee fees with annual time-based RSUs vesting after one year; no options granted, reducing risk of timing concerns; ability to defer stock supports long-term alignment.
- Ownership alignment: Material beneficial ownership with strong anti-hedging/anti-pledging policy and no exceptions approved; director ownership guidelines robust with clear compliance timeline.
- Shareholder support: 2025 election results show strong vote-for support for Morrison relative to withholds, signaling investor confidence.
- Related-party exposure: Director/officer loans exist under bank exemptions, made on market terms and compliant; no other related-person transactions ≥$120,000 since Jan 1, 2023.
RED FLAGS
- None observed specific to Morrison: no options repricing, no pledging exceptions, no RPTs >$120k; attendance thresholds met.