Shannon LaFrance
About Shannon LaFrance
Independent director of Rhinebeck Bancorp, Inc. (RBKB); practicing lawyer and owner of law firms in Florida and New York focused on civil litigation and administrative law (land use, municipal, environmental, dependency/family). She has served as a Hearing Officer for the Hillsborough Environmental Protection Commission since 2019; previously served as town attorney and zoning/planning board attorney (1994–2012) and as a Dutchess County Legislator (2002–2007), where she chaired the Environment Committee and Groundwater Protection Subcommittee and was liaison to the Dutchess County Water and Wastewater Authority. Age 58; RBKB director since 2007 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Hillsborough Environmental Protection Commission | Hearing Officer | 2019–present | Quasi-judicial hearing officer experience on environmental matters |
| Towns of Dover, Rosendale, Marbletown (NY) | Town Attorney; ZBA/Planning Board Attorney | 1994–2012 | Municipal law, land use, environmental permitting |
| Dutchess County Legislature (Fishkill, NY) | Legislator | 2002–2007 | Chair, Environment Committee; Chair, Groundwater Protection Subcommittee; Liaison to Dutchess County Water and Wastewater Authority |
External Roles
| Organization | Role | Tenure | Focus / Notes |
|---|---|---|---|
| Private law firms (FL & NY) | Owner; Practicing Lawyer | Current | Civil litigation and administrative law; land use/municipal/environmental; dependency/family |
Board Governance
- Committee assignments (2025 proxy date): Audit Committee (member) and Governance & Nominating Committee (member). All committee members are independent under Nasdaq rules; Audit met 4x, Compensation 9x, Governance & Nominating 5x in 2024 .
- Board independence/leadership: Board has an independent Chair (William C. Irwin) and is independent except for the CEO; roles of Chair and CEO are separated for oversight .
- Attendance: RBKB Board met 12 times (Bank Board 13) in 2024; no director attended fewer than 75% of combined board/committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit | Member | 4 | Committee fully independent |
| Governance & Nominating | Member | 5 | Committee fully independent |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $54,250 | $0 | $0 | $54,250 |
- Director fee deferral program exists at the Bank level; deferred balances earned 4.14% in 2024; four directors participated (participants not named) .
Performance Compensation
| Element | 2024 Status |
|---|---|
| Performance-linked director pay (RSUs/PSUs/options granted in 2024) | None disclosed; no stock or option awards to directors in 2024 |
Equity plan safeguards relevant to potential future director awards:
- Minimum vesting: at least 1 year for ≥95% of equity awards; no dividends on unvested awards; no dividends/dividend equivalents on options .
- No repricing/cash buyouts of underwater options without stockholder approval .
- Change-in-control: double-trigger for vesting (CIC plus qualifying termination, or if awards not assumed) .
- Non-employee director limits: ≤30,000 shares per director/year; ≤180,000 in aggregate for directors/year under the 2025 plan .
Other Directorships & Interlocks
- No current public company directorships or disclosed interlocks for LaFrance in the proxy biography .
Expertise & Qualifications
- Legal expertise in land use, municipal, and environmental law; administrative adjudication experience as Hearing Officer; prior experience as county legislator and municipal counsel provides community/regulatory perspective valuable to a regional bank .
- Not designated by the Board as an “audit committee financial expert” (designated experts are Steven E. Howell and Nancy K. Patzwahl) .
- Compensation Committee uses an independent consultant (Blanchard Consulting Group) for benchmarking, enhancing governance around pay .
Equity Ownership
| As of March 28, 2025 | Shares Beneficially Owned | Included: Vested Options | Percent of Outstanding | Pledged Shares |
|---|---|---|---|---|
| Shannon M. LaFrance | 38,093 | 16,365 vested options | <1% (“*”) | None disclosed (pledging called out only for Irwin; otherwise none unless indicated) |
Additional context:
- Each non-employee director had 16,365 stock options outstanding as of 12/31/2024 (Irwin: 10,910); no director held unvested restricted stock at year-end 2024 .
Related-Party/Conflicts and Policies
- Independence determinations considered potential relationships; the proxy cites business services by another director’s relative, with no adverse independence conclusion; no related-person transaction disclosed for LaFrance .
- Banking loans to directors/officers, if any, were ordinary-course, on market terms, and performing as of 12/31/2024, in compliance with banking regulations (no individual recipients named) .
- Insider trading/hedging: directors are subject to blackout periods, and hedging by directors and executive officers is prohibited under the Company’s policy .
Governance Assessment
- Strengths: Independent director with deep municipal/environmental legal experience; active on Audit and Governance committees; good attendance; cash compensation is modest; meaningful but sub-1% ownership including vested options; strong equity plan safeguards (double-trigger CIC, no repricing, 1-year vesting) support alignment if/when director equity is used .
- Watch items: 2024 director pay mix was cash-only (no equity granted), offering limited incremental alignment in the year; however, new 2025 plan enables future equity for directors within strict limits .
- Structural context: Majority ownership by Rhinebeck Bancorp, MHC (57.2%) can determine outcomes on director elections and certain proposals, reducing minority shareholders’ leverage; Board acknowledges this in quorum/outcome disclosures .
RED FLAGS: None disclosed specific to LaFrance (no pledging, no related-party transactions, no attendance issues) .