Michael Quinn
About Michael Quinn
Michael J. Quinn is President and Chief Executive Officer (since 2004) and a Director (since 2001) of Rhinebeck Bancorp, with a 40-year career at the Bank spanning Treasurer, Senior Lending Officer and COO roles; age 63 as of December 31, 2024 . On March 21, 2025, he announced plans to retire by year-end 2025 (or upon CEO succession), remaining in role through the transition . Company pay‑versus‑performance disclosure shows cumulative TSR of $85.46 (2022), $75.52 (2023), and $90.71 (2024) on a $100 base (12/31/2021), while GAAP net income moved from $7.0m (2022) to $4.4m (2023) to a $(8.6)m loss (2024) . The Company highlighted that under Quinn’s leadership, assets increased by 246%, the footprint expanded, and the organization transitioned to being publicly traded .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rhinebeck Bank | President & CEO | 2004–present (through transition) | Led expansion, 246% asset growth, and public-company transition |
| Rhinebeck Bank | Treasurer; Senior Lending Officer; COO | 1984–2004 | Long-tenured operating and finance leadership roles preceding CEO |
External Roles
No external public-company directorships or committee roles for Mr. Quinn are disclosed in the 2025 proxy biography .
Board Service and Governance
- Board service history: Director since 2001; continues as a director through the transition period tied to retirement .
- Independence: The board deems all directors independent except Quinn (as sitting CEO) .
- Leadership structure: Chair and CEO roles are separated; William C. Irwin serves as independent Chair .
- Committee roles: Quinn is not listed as a member of Audit, Compensation, or Governance & Nominating committees (all committees fully independent) .
- Dual-role implications: CEO-and-Director role is offset by an independent Chair and fully independent key committees, supporting oversight and mitigating independence concerns .
Fixed Compensation
Summary Compensation Table – Quinn (President & CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $543,277 | $543,277 | $565,008 |
| Bonus (USD) | $0 | $0 | $0 |
| Stock Awards (USD) | $0 | $0 | $0 |
| Non-Equity Incentive Plan (USD) | $120,213 | $21,731 | $22,600 |
| All Other Compensation (USD) | $39,724 | $42,621 | $45,076 |
| Total (USD) | $754,528 | $661,204 | $688,620 |
Notes: 2024 “All Other Compensation” includes club membership dues and automobile use reimbursement; ESOP/401(k) match; and split-dollar taxable income .
Performance Compensation
Executive Short‑Term Incentive & Retention Plan (STIP) – Framework and 2024 outcome
| Item | 2024 |
|---|---|
| Target opportunity | 25% of base salary (Quinn) |
| Payout range (min–max) | 0% – 45% (Quinn) |
| Performance construct | Bank‑level and individual goals set annually by Compensation Committee (pay‑for‑performance focus) |
| 2024 payout – immediate cash | $13,560 |
| 2024 payout – deferred to LTIP | $9,040 (40% of award deferred) |
| 2024 total annual incentive | $22,600 |
| Deferred bonus mechanics | Deferred bonus credited to LTIP account; LTIP interest credits based on prior-year consolidated ROE |
Disclosure does not enumerate specific 2024 STIP metrics/weightings/thresholds; awards are based on bank plan and individual goals set annually .
Equity Ownership & Alignment
Beneficial Ownership (as of March 28, 2025)
| Holder | Shares beneficially owned | % Outstanding | Components/notes |
|---|---|---|---|
| Michael J. Quinn | 157,581 | 1.41% (of 11,094,828) | Includes 95,100 vested options; 3,357 ESOP shares; 11,100 held by spouse’s IRA |
- Pledging: Proxy notes “none pledged” unless indicated; Quinn’s footnote lists components but no pledge, indicating no disclosed pledging by Quinn .
- Outstanding equity awards at FY‑end 2024: 95,100 stock options, all exercisable, strike $6.57, expiring 8/25/2030 (no unexercisable awards or unvested stock for Quinn) .
- Equity plan capacity: 2020 Equity Plan authorized 763,743 shares (545,531 options; 218,212 RSAs/RSUs); option exercise price ≥ FMV at grant .
Implications for selling pressure and vesting:
- Retirement Separation Agreement specifies vested stock options remain exercisable for 3 months after the Retirement Date, potentially creating a concentrated exercise/sale window around transition timing .
- No unvested equity for Quinn at FY‑end 2024; near-term selling pressure is more a function of option exercise window than cliff vesting .
Employment Terms
Retirement Separation Agreement (effective March 21, 2025) – key economics and covenants
| Term | Detail |
|---|---|
| Employment/transition | Continues as CEO and Director through Dec 31, 2025 or earlier upon succession |
| Salary continuation | Base salary through Dec 31, 2025, paid on regular payroll |
| 2025 STIP bonus | Payable per plan, no later than March 15, 2026, if eligible |
| Health benefits | COBRA premiums paid until Medicare eligibility or age 65, whichever earlier |
| Perquisites during transition | Golf/country club and gym memberships; use of company automobile through retirement date |
| Non‑compete / Non‑solicit | One year post‑retirement; non‑compete covers New York; includes non‑solicit of employees and customers |
| Non‑disparagement / Confidentiality | Mutual non‑disparagement; confidentiality/return of property; cooperation provisions |
| SERP benefit | Vested annual SERP benefit $108,000 for 20 years, paid in equal monthly installments beginning the month after 65th birthday |
| Deferred comp (LTIP) | Vested balance paid in a lump sum on the first day of the seventh month following Retirement Date (Section 409A timing) |
| Stock options | Vested options remain exercisable for 3 months post‑Retirement Date |
| Supersession | Agreement supersedes and replaces prior Employment Agreement |
No change‑in‑control multiple is provided for Quinn in the Retirement Separation Agreement; his prior employment agreement was superseded on March 21, 2025 .
Company Performance Context During Quinn’s Tenure
- Strategic milestones: Expanded footprint, 246% asset growth, and successful transition to a publicly traded company under Quinn’s leadership .
- Financial outcomes and TSR (selected 3-Year window from pay‑vs‑performance):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (USD, GAAP) | $6,997,000 | $4,395,000 | $(8,620,000) |
| Value of $100 Initial Investment (TSR) | $85.46 | $75.52 | $90.71 |
Compensation Structure Analysis
- Mix and trend: No stock awards to Quinn in 2022–2024; compensation composed primarily of base salary plus a relatively modest cash STIP, with 40% of 2024 STIP deferred to the LTIP (interest credited at Company ROE), reinforcing deferred alignment but with limited direct equity linkage during 2022–2024 .
- STIP governance: Annual goals set by the Compensation Committee with pay‑for‑performance framing; Quinn’s target 25% of salary and max 45% indicate capped payout leverage consistent with a community bank risk profile .
- Clawbacks/ESG metrics: Specific clawback triggers or ESG metrics were not disclosed for the STIP/LTIP in the proxy excerpt reviewed .
- Equity alignment: Quinn’s equity exposure is concentrated in vested, time‑based options from 2020 (95,100 at $6.57), rather than PSUs/relative TSR shares; he held no unvested stock at FY‑end 2024, and no pledging is disclosed, which reduces misalignment and collateral risk flags .
Director Compensation (Board service)
Quinn is a management director; non‑employee director fees and equity are disclosed separately and do not apply to him (committee rosters show no committee assignments for Quinn) .
Risk Indicators and Red Flags
- Transition risk: CEO retirement underway; board search in process per succession plan; Quinn remains through transition, mitigating near‑term leadership vacuum risk .
- Incentive risk: STIP details emphasize committee‑set goals but lack disclosed metric weights/thresholds; oversight mitigated by independent committees and separated Chair/CEO roles .
- Pledging/hedging: No pledged shares disclosed for Quinn; proxy calls out pledging where applicable (example for another director), reducing alignment risk concerns for Quinn .
- Legal/regulatory: No legal proceedings or SEC investigations regarding Quinn are disclosed in the documents reviewed; Retirement Agreement includes FDIC golden‑parachute compliance caveats .
Equity Plan Reference
- 2020 Equity Plan authorizes 763,743 shares (545,531 options; 218,212 restricted stock/RSUs); options must be granted at or above FMV .
Investment Implications
- Alignment: Quinn’s 2024 compensation is primarily fixed cash with a modest, partially deferred STIP; absence of new equity grants in 2022–2024 limits direct pay‑for‑TSR linkage but LTIP deferral earns at Company ROE, partially aligning with profitability .
- Overhang/flow: With 95,100 vested options and a 3‑month post‑retirement exercise window, watch for potential option exercises/sales around the transition date (could create localized trading flow) .
- Succession: Independent Chair and fully independent committees, plus a formal CEO search, mitigate governance/independence concerns from Quinn’s dual CEO/Director role during transition .
- Performance context: Recent TSR recovery to $90.71 on $100 base alongside 2024 net loss points to a mixed setup; pay‑versus‑performance alignment appears measured via capped STIP and ROE‑linked deferral rather than equity grants, placing greater weight on incoming CEO incentive design for forward alignment .
Citations
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