Nancy Patzwahl
About Nancy K. Patzwahl
Nancy K. Patzwahl, age 58, is a certified public accountant appointed to the Boards of Rhinebeck Bancorp, Inc., Rhinebeck Bank, and Rhinebeck Bancorp, MHC on April 15, 2025; she serves on the Audit Committee and qualifies as an SEC “audit committee financial expert.” She is a principal at UHY Advisors Northeast, Inc. (UHY Advisors NY, Inc. in the press release); previously a partner/shareholder at Pattison, Koskey, Howe & Bucci, CPAs P.C. (1997–2019) and a senior manager at KPMG Peat Marwick. She has nonprofit treasurer/trustee roles and prior bank board experience at National Union Bank of Kinderhook (Audit Committee) from 2014 until its sale in 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UHY Advisors Northeast, Inc. (UHY Advisors NY, Inc.) | Principal | 2020–present | Tax strategy and financial reporting expertise supporting audit oversight |
| Pattison, Koskey, Howe & Bucci, CPAs P.C. | Partner & Shareholder | 1997–2019 | Led public accounting practice; governance experience |
| KPMG Peat Marwick | Senior Manager | Not disclosed | Big Four experience relevant to internal controls and reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Home for the Aged (Hudson, NY) | Treasurer & Trustee | Since 2019 | Financial stewardship in nonprofit setting |
| Rheinstrom Hill Community Foundation (Hudson, NY) | Treasurer & Trustee | Since 2014 | Governance and fiduciary oversight |
Board Governance
- Independence: RBKB’s board has 11 members, with all independent except the CEO; all committee members are independent. Patzwahl is an independent director on the Audit Committee and designated an “audit committee financial expert” .
- Board leadership: Independent Chair (William C. Irwin) separate from CEO; board oversees risk via committees .
- Appointment and committees: Appointed April 15, 2025; Audit Committee member; also appointed to Loan Review Committee per press release .
- Attendance context: In 2024, RBKB board met 12 times, Audit 4, Compensation 9, Governance 5; no director attended fewer than 75% of meetings (Patzwahl joined in 2025; 2025 attendance not yet disclosed) .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Fees | Meeting Fees | Equity Awards | Notes |
|---|---|---|---|---|---|
| 2024 | — | — | — | — | Appointed 4/15/2025; no director compensation in 2024 |
| 2025 | Not disclosed | Not disclosed | Not disclosed | Not determinable | Awards under 2025 Equity Plan are discretionary and not determinable at this time |
Performance Compensation
| Plan Feature / Limit (2025 Equity Plan) | Value | Notes |
|---|---|---|
| Individual non-employee director annual limit – stock options | 30,000 shares | Per director, per calendar year |
| Individual non-employee director annual limit – RSAs/RSUs | 30,000 shares | Per director, per calendar year |
| Aggregate non-employee director limit – stock options | 180,000 shares | All directors, per year |
| Aggregate non-employee director limit – RSAs/RSUs | 180,000 shares | All directors, per year |
| Minimum vesting requirement | ≥95% of equity awards vest ≥1 year (exceptions: death, disability, involuntary termination following change in control) | |
| Change-in-control vesting | Double trigger (CIC + involuntary termination/good reason); if awards not assumed, vesting accelerates | |
| Dividends on unvested awards | Not paid until vesting; no dividends/dividend equivalents on options | |
| Repricing/buyout of underwater options | Prohibited without shareholder approval | |
| Performance-based awards | Committee may set performance goals; measures can be bank-wide or unit-level, relative to peers/index/plan |
Other Directorships & Interlocks
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| National Union Bank of Kinderhook | Director | 2014–2019 | Audit Committee member; service ended upon sale to Community Bank, N.A. |
| Other public company boards | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- CPA with deep tax, corporate, and partnership advisory background; former Big Four senior manager (KPMG) .
- Prior bank director and audit committee member; designated “audit committee financial expert,” strengthening financial reporting oversight .
- Nonprofit fiduciary roles (treasurer/trustee) add governance and stakeholder alignment experience .
Equity Ownership
| As of Date | Shares Owned | % of Shares Outstanding | Vested Options | Unvested RSUs | Pledged Shares |
|---|---|---|---|---|---|
| March 28, 2025 | 0 | 0.00% (based on 11,094,828 shares outstanding) | Not disclosed | Not disclosed | None disclosed |
- Hedging policy: Hedging of RBKB stock by directors and executive officers is prohibited; policies include hedging/pledging restrictions and clawback compliance under Dodd-Frank Section 954 .
Governance Assessment
- Strengths: Independent director with auditor-level financial expertise; assigned to Audit Committee; no related-party transactions requiring Item 404(a) disclosure; board and committee independence affirmed .
- Alignment mechanisms: 2025 Equity Plan provides structured director grant limits, minimum vesting, double-trigger change-in-control protections, dividend deferral, and anti-repricing safeguards; subject to clawback and insider trading policies .
- Considerations: No share ownership as of 3/28/2025 may present a near-term alignment gap until initial equity/cash retainer accrues and/or equity grants are made under the 2025 Plan .
- Engagement: Appointment in April 2025; 2025 attendance not yet disclosed; board met frequently in 2024, indicating active governance cadence .
RED FLAGS
- None identified specific to Patzwahl: no Item 404(a) related-party issues; no pledging; no hedging permitted; no attendance concerns disclosed (newly appointed) .
Insider Trades
- No insider trading transactions for Patzwahl are mentioned in the 2025 proxy or the April 15, 2025 appointment 8-K .