Christopher Chestney
About Christopher W. Chestney
Independent director at Rhinebeck Bancorp, Inc. (RBKB); funeral director for Dapson-Chestney Funeral Home, Inc. in Rhinebeck, NY, and Peck & Peck Funeral Homes, Inc. in Pine Plains and Copake, NY. Age 60; director since 2015, with local business experience cited as providing community insight to the Board . The Board classifies him as independent under Nasdaq standards, with independence assessed considering non-required transactions, including business services performed by his brother-in-law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dapson-Chestney Funeral Home, Inc. | Funeral Director | Not disclosed | Local business perspective to Board |
| Peck & Peck Funeral Homes, Inc. | Funeral Director | Not disclosed | Local business perspective to Board |
External Roles
No public company directorships disclosed in RBKB’s proxy biography for Chestney .
Board Governance
- Independence: Independent director; Board specifically considered transactions and relationships, including business services performed by Chestney’s brother-in-law, and determined independence per Nasdaq listing standards .
- Board structure: Independent Chair (William C. Irwin) and separate CEO, enhancing oversight .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting . In 2023, no director attended fewer than 75% of meetings; most directors attended the annual meeting .
- Hedging/Pledging: Hedging by directors is prohibited under the Insider Trading Policy . No pledge noted for Chestney in beneficial ownership footnotes; pledge disclosure appears for another director, not Chestney .
- Compensation oversight: Compensation Committee utilized Blanchard Consulting Group in 2024 to benchmark management and director pay .
| Committee | Role | Meetings in 2023 | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | 5 | 4 |
| Governance & Nominating | Chair (X*) | 4 | 5 |
| Compensation | Not a member | 8 | 9 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $35,900 | $55,250 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
| Total ($) | $35,900 | $55,250 |
- Directors may elect to defer fees under the Rhinebeck Savings Bank Deferred Compensation Plan; plan credited 5.91% interest in 2023 and 4.14% in 2024; four directors participated each year (individual participation not disclosed) .
Performance Compensation
- No stock or option awards granted to Chestney in 2023 or 2024 (annual grant values were zero) .
- Outstanding director options from prior grants persist; individual annual grant limits under the 2025 Equity Plan would cap any future non-employee director grants at 30,000 options and 30,000 RSUs per calendar year .
| Equity Grant Metrics | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Chestney in RBKB proxy |
Expertise & Qualifications
- Local-market small business operator (funeral services) providing community/customer insight .
- Governance experience via committee memberships and chair role (Governance & Nominating) .
- Independent board member under Nasdaq standards .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 39,876 | 39,876 |
| Ownership % of Outstanding | <1% (“*”) | <1% (“*”) |
| Options Outstanding (vested, #) | 16,365 | 16,365 |
- Footnote detail (2024): Chestney’s beneficial ownership includes 16,365 vested options, plus 1,000 shares held by his spouse and 1,000 shares held by each of his two children .
- Pledging: No pledge noted for Chestney; pledge disclosure applies to a different director and would have been indicated if applicable .
Governance Assessment
- Strengths: Independent status affirmed; chairs Governance & Nominating and serves on Audit—both critical to oversight; attendance met Board threshold; hedging prohibited under policy; independent Chair separates leadership from management .
- Alignment: Modest beneficial ownership with legacy option holdings; no new director equity grants in 2023–2024 suggests compensation skewed to cash retainers rather than performance-linked equity; 2025 Equity Plan caps director awards to limit dilution and align with shareholder interests .
- Potential conflicts: Board independence determination considered business services performed by Chestney’s brother-in-law; not required to be disclosed as related-party transaction, but noted in independence review—monitoring advisable though currently limited .
- Risk indicators: No pledging noted for Chestney; director loans (where applicable) are on market terms and performing under banking regulations, mitigating credit-related governance risk .