Kevin Nihill
About Kevin Nihill
Kevin Nihill is Chief Financial Officer and Treasurer of Rhinebeck Bancorp, Inc. and Rhinebeck Bank, appointed effective July 8, 2024; he is a Chartered Financial Analyst and age 49 as of December 31, 2024 . Prior roles include EVP/CFO of St. Mary’s Bank and SVP/Treasurer of Berkshire Bank, providing capital markets and balance sheet expertise . Company-level pay vs performance disclosures show a 2024 TSR value of $90.71 for a $100 investment and a GAAP net loss of $8,620, framing the operating backdrop of his initial tenure . He provides SOX 302/906 certifications and signs SEC filings as CFO (10-K/10-Q) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. Mary’s Bank (Manchester, NH) | Executive Vice President & Chief Financial Officer | 2021–2024 | Led finance at a large credit union, strengthening ALM and capital planning |
| Berkshire Bank (Pittsfield, MA) | Senior Vice President, Treasurer | Prior to 2021 | Managed treasury, liquidity, and funding strategy |
| Rhinebeck Bancorp, Inc. / Rhinebeck Bank | Chief Financial Officer & Treasurer | 2024–present (effective July 8, 2024) | Oversees financial reporting, controls, capital, and investor disclosures |
Fixed Compensation
| Component | Amount | Period/Terms | Source |
|---|---|---|---|
| Annual Base Salary (appointment terms) | $360,000 | Effective at hire | |
| 2024 Salary Paid | $173,207 | Partial-year from July 8, 2024 | |
| Sign-on Bonus | $100,000 | Appointment terms: payable on/around Mar 15, 2025 if active; reported in 2024 SCT as Bonus | |
| ESOP/401(k) Match | $3,462 | Included in “All Other Compensation” for 2024 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive STIP (annual cash) | Not disclosed for Nihill in 2024 (eligible beginning 2025 per appointment) | Not disclosed | Not disclosed | None for 2024 (Non-Equity Incentive Plan Comp = $0) | N/A |
| LTIP (deferred bonus crediting) | Committee-set (for participants) | ROE-based crediting to LTIP accounts | N/A for Nihill 2024 | N/A | 20% per year; accelerated for death/disability/CIC |
Notes:
- STIP design aligns pay-for-performance with bank-level and individual goals; 2024 opportunities disclosed for other NEOs (CEO 0–45%, COO 0–35%), but not for Nihill’s partial year; he is expected to participate beginning 2025 .
- Company-wide clawback applies to incentive compensation under Dodd-Frank Section 954 policy .
Equity Ownership & Alignment
| Item | Amount | Detail | Source |
|---|---|---|---|
| Total Beneficial Ownership | 16,000 shares (<1%) | Includes 15,000 unvested restricted stock; shares outstanding 11,094,828 | |
| Ownership as % of Shares Outstanding | ~0.14% | 16,000 ÷ 11,094,828 (derived from cited figures) | |
| Unvested Restricted Stock | 15,000 shares | Grant 7/9/2024; vest in three approx. equal tranches starting 7/9/2025 | |
| Vested/Direct Shares | ~1,000 shares | Derived as total beneficial ownership minus unvested restricted stock | |
| Stock Options | None | No options listed for Nihill | |
| Market Value of Unvested RS at 12/31/2024 | $145,050 | Based on $9.67 close price | |
| Shares Pledged | None disclosed | Ownership table notes pledging only for Director Irwin; none indicated for Nihill | |
| Hedging/Pledging Policy | Hedging prohibited; plan includes hedging/pledging restrictions | Insider trading policy bans hedging; equity plan enforces hedging/pledging restrictions |
Trading controls:
- Pre-clearance required for directors/executives; quarterly blackout and 10b5-1 cooling-off periods apply (later of 90 days or two business days post results for directors/executives) .
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Employment Start | Appointed CFO/Treasurer effective July 8, 2024 | |
| Change-in-Control Agreement | Auto-renews annually; upon termination without cause or resignation for good reason on/after a CIC, cash severance = 2×(base salary + 3-year average annual cash incentive); paid within 30 days; up to 18 months medical/dental reimbursement; reduced to avoid 280G/4999 excise tax | |
| Trigger Type | Double trigger (CIC + qualifying termination) | |
| Equity Acceleration on CIC | If acquirer fails to assume awards or upon CIC + involuntary termination/good reason: time-based awards vest; performance awards vest at greater of target or actual (annualized) as of most recent quarter | |
| Clawback | Company clawback policy adopted; awards subject to SOX 304/DF 954 clawback policies | |
| Insider Trading/Hedging | Hedging prohibited; pre-clearance, blackout windows, and Rule 10b5-1 cooling-off required |
Compensation Structure Notes
- 2024 compensation mix: base salary partial-year ($173,207), sign-on bonus ($100,000), and time-based restricted stock (15,000 shares; fair value $119,100) – no options or 2024 STIP payout, indicating initial emphasis on service-vesting equity over options .
- Equity plan governance: minimum one-year vesting on ≥95% of awards; prohibits option repricing/cash buyouts; dividends on unvested awards are deferred; liberal share recycling prohibited; double-trigger CIC vesting; subject to clawback .
Investment Implications
- Alignment: Meaningful unvested equity (15,000 RS) with multi-year vesting creates retention and pay-for-performance alignment; no pledged shares and hedging ban reduce misalignment risks .
- CIC economics: Double-trigger severance at 2× cash plus benefits and equity acceleration upon CIC+termination can create event-driven incentives; 280G/4999 cutback reduces shareholder-unfriendly excise risk .
- Trading pressure: Pre-clearance, blackout periods, and 10b5-1 cooling-off materially constrain near-term insider selling; vesting tranches from July 2025 may introduce periodic supply, mitigated by policy controls .
- Performance backdrop: 2024 TSR value ($90.71) and net loss (-$8,620) suggest turnaround focus; CFO’s certifications underscore control emphasis amid restructuring dynamics .