Jamie Bloom
About Jamie Bloom
Jamie J. Bloom is Chief Operating Officer of Rhinebeck Bancorp, Inc. (RBKB). She owned 32,970 shares beneficially as of March 28, 2025 (includes 28,000 vested options and 3,357 ESOP shares; <1% of shares outstanding) . Her 2024 pay totaled $431,715, consisting primarily of salary ($391,981) and a modest performance bonus ($11,759) under the Short-Term Incentive and Retention Plan (STIP), with an additional $27,975 in other compensation . Company pay-versus-performance disclosures show cumulative TSR from a fixed $100 investment of $85.46 (2022), $75.52 (2023), and $90.71 (2024), alongside GAAP net income of $6,997 (2022), $4,395 (2023), and $(8,620) (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | Not disclosed (no biography provided for Ms. Bloom in 2024–2025 proxy filings reviewed) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | Not disclosed (no external roles disclosed for Ms. Bloom in 2024–2025 proxy filings reviewed) |
Fixed Compensation
Multi-year compensation for Ms. Bloom:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 337,124 | 376,905 | 391,981 |
| Non-Equity Incentive ($) | 60,542 | 11,307 | 11,759 |
| All Other Compensation ($) | 24,413 | 23,856 | 27,975 |
| Total Compensation ($) | 422,079 | 412,068 | 431,715 |
Perquisites and benefits (detail):
| Component | 2023 | 2024 |
|---|---|---|
| ESOP and 401(k) Match ($) | 23,131 | 27,177 |
| Split Dollar Insurance – taxable income ($) | 724 | 798 |
| Other Perqs (club dues/auto reimb.) | Did not exceed $10,000 | Did not exceed $10,000 |
Additional fixed terms:
- Target annual bonus opportunity: 20% of base salary under STIP .
- Automobile reimbursement entitlement per employment agreement .
Performance Compensation
STIP design and outcomes:
| Year | Metric Basis | Target Opportunity | Min/Max Range | Actual Payout ($) | Deferral to LTIP | Vesting/Settlement |
|---|---|---|---|---|---|---|
| 2023 | Bank-level & individual goals per business plan | 20% of salary | 0% / 35% of salary | 11,307 (cash + deferred) | 40% deferred to LTIP ($4,523) | Deferred bonus vests 20%/yr; interest credited at prior-year ROE; accelerates on death/disability, involuntary term., or change-in-control |
| 2024 | Bank-level & individual goals per business plan | 20% of salary | 0% / 35% of salary | 11,759 (cash + deferred) | 40% deferred to LTIP ($4,704) | Deferred bonus vests 20%/yr; interest credited at prior-year ROE; accelerates on death/disability, involuntary term., or change-in-control |
Notes:
- STIP is paid soon after year-end unless deferred into the LTIP; LTIP credits interest equal to RBKB’s prior-year consolidated ROE and pays vested balances in a lump sum within 30 days of termination (other than for cause) .
- Performance metrics are based on RBKB’s annual business plan with bank-level and individual goals; specific metric weightings/targets were not disclosed .
Equity Ownership & Alignment
Ownership and awards:
| Item | Detail |
|---|---|
| Beneficial Ownership | 32,970 shares; <1% of outstanding |
| Ownership Breakdown | Includes 28,000 vested stock options and 3,357 ESOP shares |
| Options (exercisable) | 28,000 options; grant 8/25/2020; exercise price $6.57; expiry 8/25/2030; fully vested by 8/25/2023 |
| Unvested Equity | None disclosed (no unvested RSUs/PSUs for Ms. Bloom at 12/31/2024) |
| Pledging/Hedging | Hedging prohibited by insider trading policy; awards subject to hedging/pledging policy restrictions; no pledging disclosed for Ms. Bloom |
| Stock Ownership Guidelines | Not disclosed in filings reviewed |
Plan-level governance:
- 2025 Equity Incentive Plan approved for up to 600,000 shares; includes minimum one-year vesting for ≥95% of awards, double-trigger vesting on change-in-control, and prohibits option repricing/cash buyouts without shareholder approval .
- Clawbacks: awards subject to Dodd-Frank Section 954 and company clawback policies .
Employment Terms
Key terms for Ms. Bloom’s employment agreement:
- Term and target bonus: Agreement in effect through December 31, 2026; STIP target bonus 20% of salary .
- Severance (no CIC): If terminated without cause or resigns for good reason, monthly payments equal to (base salary + average STIP over last 3 years)/12 for 24 months; continued medical/dental coverage for up to 24 months; $5,000 outplacement; one-year non-compete and non-solicit .
- Change-in-Control severance: On a qualifying termination within two years post-CIC, lump sum equal to 2×(base salary + average STIP over last 3 years) within 30 days; continued life and medical/dental coverage for up to two years .
- Disability: Continued base salary payments for 24 months, reduced by disability insurance benefits .
Performance & Track Record
Company-level outcomes during her tenure as a named executive:
- Pay vs. Performance (Company-level):
- TSR (fixed $100 investment): $85.46 (2022), $75.52 (2023), $90.71 (2024) .
- GAAP Net (Loss) Income ($000s): $6,997 (2022), $4,395 (2023), $(8,620) (2024) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial investment | $85.46 | $75.52 | $90.71 |
| Net (Loss) Income ($000s) | 6,997 | 4,395 | (8,620) |
Risk Indicators & Red Flags
- Hedging prohibited; insider trading pre-clearance and blackout periods are enforced .
- Clawback policies in place (Sarbanes-Oxley §304 context and Dodd-Frank §954) .
- No disclosure of pledging by Ms. Bloom; a director (Irwin) had pledged shares, indicating the company flags pledging in footnotes .
- Equity plan “best practices” reduce repricing risk and require double-trigger vesting on CIC .
Compensation Peer Group & Say-on-Pay
- Use of Blanchard Consulting Group for benchmarking executive compensation noted for 2024 .
- 2025 proxy includes say-on-pay and frequency votes; board recommends “FOR” say-on-pay and annual frequency .
Investment Implications
- Pay-for-performance alignment: Ms. Bloom’s bonus opportunity is capped (max 35% of salary) and was modest in 2023–2024 despite volatile net income, indicating discipline in incentive payouts tied to the bank’s plan .
- Selling pressure: With options already fully vested and no unvested RSUs/PSUs at year-end 2024, near-term equity-related selling pressure appears limited; deferred STIP is cash-based with 20% annual vesting, not equity .
- Retention and CIC economics: Severance of 24 months (no CIC) and 2× multiple (CIC) plus benefits suggests solid retention, but also a meaningful CIC package that could incentivize orderly transition in a sale scenario .
- Future equity incentives: The 2025 Equity Plan (600,000 shares) could increase equity-based awards to executives, introducing potential future vesting events and overhang; governance features (double trigger, 1-year vesting, no repricing) mitigate shareholder risk .