Donald Beeler Jr.
About Donald E. Beeler Jr.
Donald E. Beeler Jr. (age 64) is an independent director of Rhinebeck Bancorp, Inc. (RBKB) serving since 2019. He is the founder and CEO of TDR Technology Solutions Inc., specializing in voice security and bomb-threat remediation, holds patents in over 21 technologies (including real-time backup and disaster recovery), taught marketing as an adjunct at Wharton, and has cybersecurity-related public sector advisory experience. He is currently a member of RBKB’s Compensation Committee; the Board is majority independent and separates the Chair and CEO roles, with William C. Irwin as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orange Regional Medical Center | Chairman of the Board | Not disclosed | Community leadership and governance |
| Garnet Medical | Chairman | Not disclosed | Healthcare governance leadership |
| Monroe-Woodbury Central School District | Board Member | Not disclosed | Public education board oversight |
| Congressional Homeland Security Advisory Committee (Cybersecurity) | Member (prior) | Not disclosed | Federal cybersecurity advisory role |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| TDR Technology Solutions Inc. | Founder & CEO | Current | Voice security; bomb threat remediation; numerous technology patents; Orange County, NY HQ |
| RoboCall Task Forces SHAKEN/STIR Committee | Member | Current | Telecom anti-robocall standards engagement |
| University of Pennsylvania Wharton School | Adjunct Professor (Marketing) | Prior | Academic engagement in marketing |
| Ethisphere “World’s Most Ethical Companies” | Award recipient | Prior | Ethics recognition (company-level) |
Board Governance
- Independence: Board has 11 members with all independent except the CEO, Michael J. Quinn; Beeler is independent .
- Leadership: Chair and CEO roles are separated; William C. Irwin is an independent Chairman .
- Committee memberships (2024 meetings: Audit 4; Compensation 9; Governance & Nominating 5) :
- Audit: Not a member
- Compensation: Member (not Chair)
- Governance & Nominating: Not a member
- Attendance: No director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $54,500 |
| Stock Awards | $0 |
| Option Awards (Grant-Date Value) | $0 |
Deferred Compensation Plan is available for directors to defer fees, with 2024 interest credited at 4.14%; four directors participated (names not disclosed) .
Performance Compensation
| Item | Details |
|---|---|
| Equity Grants to Directors in 2024 | None (no stock awards; option awards grant-date value $0) |
| Options Outstanding | 16,365 options outstanding per director; vested for beneficial ownership calculations (Irwin had 10,910) |
Performance award design under the 2025 Equity Incentive Plan (if approved):
- Plan allows performance-conditioned awards for directors and employees; Compensation Committee sets goals; measures may be company-wide or business-unit, absolute or relative to peers/index/business plan, and may exclude extraordinary items; vesting follows one-year minimum for ≥95% of awards; “double-trigger” vesting on change-in-control plus involuntary termination or if awards are not assumed .
| Performance Design Element | Plan Feature |
|---|---|
| Performance goal setting | Committee may set performance goals for any award |
| Measure scope | Company-wide, subsidiary/unit; absolute or relative (peer group/index/business plan) |
| Treatment of extraordinary items | Committee may exclude extraordinary/unusual items, divestitures, accounting/tax changes, M&A expenses |
| Vesting minimum | ≥95% of equity awards have ≥1-year vesting (exceptions: death, disability, involuntary termination after change-in-control) |
| Change-in-control treatment | Double-trigger vesting; performance shares vest at greater of target or actual annualized performance if triggered |
| Dividends on unvested awards | Cash dividends withheld until vesting; no dividends/equivalents on stock options |
| Repricing/cash buyout | Prohibited without stockholder approval |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | ORMC (Chair), Garnet Medical (Chair), Monroe-Woodbury School District (Board) |
| Government/industry roles | Congressional HS Advisory (Cybersecurity) prior; SHAKEN/STIR committee current |
| Interlocks with RBKB stakeholders | None disclosed |
Expertise & Qualifications
- Cybersecurity/telecom risk: Founder/CEO in voice security; SHAKEN/STIR standards involvement; prior federal cybersecurity advisory work .
- Innovation/IP: Holds patents in 21+ technologies (e.g., real-time backup/disaster recovery) .
- Governance/Community: Chaired major regional healthcare boards; public education board experience .
- Academic experience: Adjunct marketing professor at Wharton .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 17,952 (includes 16,365 vested options) |
| % of outstanding shares | <1% |
| Options – exercisable | 16,365 (vested) |
| Options – unexercisable | Not disclosed (beneficial count includes vested) |
| Shares pledged | None disclosed (pledging noted only for Irwin) |
| Hedging policy | Directors/officers prohibited from hedging company stock |
| Ownership guidelines | Not disclosed |
Governance Assessment
-
Strengths
- Independent director on Compensation Committee; RBKB uses independent consultant (Blanchard Consulting Group) to benchmark exec/director pay, supporting objective oversight .
- Attendance and engagement: No director fell below 75%; all directors attended the 2024 annual meeting .
- Risk controls in equity design: 2025 Plan embeds one-year vesting minimum, clawbacks, no repricing, dividend deferral, and double-trigger CIC vesting, aligning awards with long-term shareholder interests .
- Trading/hedging safeguards: Pre-clearance for Section 16 officers, blackout periods, hedging bans; no pledging disclosed for Beeler .
-
Watch items and potential red flags
- Alignment through ownership: Beneficial ownership is <1%—typical for small-cap banks but represents modest “skin in the game”; options outstanding may provide alignment but carry limited immediate ownership influence .
- Control structure: Rhinebeck Bancorp, MHC owns >50% of shares; MHC’s votes ensure outcomes on most proposals, which can limit outside shareholder influence—relevant for investors evaluating governance leverage rather than a Beeler-specific issue .
- Related-party exposures: Company states director/officer loans are ordinary-course and compliant; no specific related-party transactions tied to Beeler disclosed .
Overall, Beeler brings cybersecurity/technology risk expertise and prior governance leadership to RBKB’s board, serves independently on Compensation, and operates under robust equity and trading policies—supportive signals for board effectiveness and investor confidence .