Freddimir Garcia
About Freddimir Garcia
Freddimir Garcia, age 37, serves as the Diversity, Equity and Inclusion Officer at Hudson Gateway Association of Realtors (since May 2021) and is the founder and CEO of EquiDi+ Consulting, LLC (since April 2021). He previously worked at Westchester Medical Health Center Network (Apr 2019–Apr 2021) and as regional director at Marist College; he has extensive local community involvement. Garcia has been a director of Rhinebeck Bancorp and Rhinebeck Bank since 2017.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westchester Medical Health Center Network | Employee (role not specified) | Apr 2019–Apr 2021 | Healthcare and community ties in Hudson Valley provide local insights to the board |
| Marist College | Regional Director | Not disclosed | Community engagement and local networks inform market understanding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Gateway Association of Realtors | Diversity, Equity and Inclusion Officer | Since May 2021 | DEI expertise supports governance and stakeholder engagement |
| EquiDi+ Consulting, LLC | Founder & CEO | Since Apr 2021 | Consulting leadership; no related-party transactions disclosed with RBKB |
Board Governance
- Independent director under Nasdaq listing standards; board separation of Chair and CEO maintained, with independent Chairman William C. Irwin.
- Board meetings in 2024: 12 (RBKB) and 13 (Rhinebeck Bank); no director attended fewer than 75% of board/committee meetings; all directors attended the 2024 annual meeting.
| Committee | Role | 2024 Meetings | Chair |
|---|---|---|---|
| Compensation Committee | Member | 9 | Yes (Chair) |
| Governance & Nominating Committee | Member | 5 | No |
| Audit Committee | Not a member | 4 | — |
- Compensation Committee used independent consultant (Blanchard Consulting Group) in 2024; committee administers equity plans and reviews officer pay; coordinates director compensation with Governance & Nominating.
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $55,250 | $0 | $0 | $55,250 |
- Directors may elect to defer fees under the Rhinebeck Savings Bank Deferred Compensation Plan; 2024 interest credited at 4.14%; four directors participated (individual participation not disclosed).
Performance Compensation
| As of | Stock Awards (Unvested) | Options Outstanding | Option Awards Granted in 2024 |
|---|---|---|---|
| Dec 31, 2024 | $0 (no unvested RSUs reported for directors) | 16,365 options outstanding (each director; Irwin 10,910) | $0 |
- 2025 Equity Incentive Plan design features: minimum one-year vesting for ≥95% of equity awards; double-trigger vesting upon change-in-control (CIC) plus involuntary termination or good reason; prohibition on option repricing/cash buyouts without stockholder approval; no dividends on options; cash dividends on restricted stock only post-vesting; awards subject to clawback (Dodd-Frank §954) and hedging/pledging policy restrictions; annual limits on equity to non-employee directors.
Other Directorships & Interlocks
| Type | Company | Role | Tenure |
|---|---|---|---|
| Public company boards | None disclosed in RBKB 2025 proxy | — | — |
- No related-party transactions involving Garcia are disclosed; loans to directors/executives (if any) were ordinary course, market terms, and compliant with banking regulations.
- The independence review noted a non-Garcia item (services by Chestney’s relative) but deemed not requiring disclosure; Garcia remains independent.
Expertise & Qualifications
- Diversity, Equity & Inclusion leadership and consulting experience; strong Hudson Valley community ties supporting market insight and stakeholder engagement.
- Board-level governance experience since 2017; chairing Compensation Committee with use of independent consultant (Blanchard).
Equity Ownership
| As of | Beneficial Ownership (Shares) | Ownership % of Outstanding | Vested Options Included | Pledged Shares |
|---|---|---|---|---|
| Mar 28, 2025 | 19,539 | * (less than 1%) | 16,365 | None disclosed |
- Beneficial ownership includes options exercisable within 60 days; shares outstanding were 11,094,828 as of Mar 28, 2025.
Governance Assessment
-
Positive signals: Independent status; strong attendance record; separation of Chair/CEO; use of independent compensation consultant; equity plan with double-trigger CIC, clawbacks, and anti-repricing protections. These support investor confidence and pay-for-performance discipline.
-
Alignment: Garcia holds beneficial ownership (19,539 shares, including 16,365 vested options), indicating some skin-in-the-game though below 1%—typical for non-employee directors at small-cap banks.
-
Potential conflicts: Founder/CEO of EquiDi+ Consulting and DEI role at a trade association; no related-party transactions with RBKB disclosed; no pledging of RBKB shares indicated. Low conflict risk based on disclosures.
-
Structural consideration: Majority ownership by Rhinebeck Bancorp, MHC (>50%) can predetermine outcomes of governance votes (e.g., director elections, say-on-pay), which may reduce minority shareholder leverage but also provides stability; monitor Compensation Committee decisions given Garcia’s chair role.
-
RED FLAGS: None disclosed for Garcia (no pledging, no related-party transactions, no attendance issues, no equity award repricing). Continue monitoring for any director fee changes, equity award practices under the 2025 plan, and any new external roles that could present interlocks.