Sharon McGinnis
About Sharon McGinnis
Sharon McGinnis is an independent director of Rhinebeck Bancorp, Inc. (RBKB), appointed effective April 15, 2025. She is Chief Human Resources Officer at Central Hudson Gas & Electric Corporation (since 2024), age 56, and brings deep HR and governance expertise from prior senior roles at Central Hudson, Dow Jones Local Media Group, and Frontier Insurance Group. She serves on RBKB’s Compensation Committee and Governance & Nominating Committee; no related-party transactions or family relationships were disclosed, and she was selected with no arrangements or understandings, supporting independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Hudson Gas & Electric Corporation | Chief Human Resources Officer | 2024–present | Executive HR leadership; compensation, talent management, governance experience . |
| Central Hudson Gas & Electric Corporation | Senior Vice President, Human Resources | 2009–2024 | Oversight of HR programs, safety, engagement . |
| Central Hudson Gas & Electric Corporation | Vice President, Human Resources & Safety | 2009–2024 | HR and safety leadership; organizational development . |
| Dow Jones Local Media Group | Vice President, Human Resources | 2001–2009 | HR leadership for media operations . |
| Frontier Insurance Group | Assistant Vice President, Human Resources | 1999–2001 | Early HR leadership experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of the Dutchess & Orange Region | Board Member | 2016–present | Community engagement; nonprofit governance . |
| Fortis Executive DEI Council | Member | 2022–present | Diversity, equity, inclusion leadership within Fortis (parent of Central Hudson) . |
| Fortis Women Executive Leadership Council | Founding Member | 2017–present | Executive leadership development network . |
| Hudson Valley Credit Union | Compensation & Benefits Committee Member | 2016–2021 | Compensation governance in financial services . |
Board Governance
- Independence: RBKB’s board determined all directors are independent under Nasdaq, except the CEO; Ms. McGinnis is independent, with no Item 404(a) related-party disclosures, arrangements, or family relationships .
- Committee assignments: McGinnis serves on the Compensation Committee and the Governance & Nominating Committee (not a chair). Committee chairs: Audit – Steven E. Howell; Compensation – Freddimir Garcia; Governance & Nominating – Christopher W. Chestney .
- Meetings/engagement (context): In 2024, the board held 12 meetings (bank board 13); no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting (McGinnis joined in 2025) .
- Compensation governance: The Compensation Committee used Blanchard Consulting Group (independent) in 2024 to benchmark management and director pay; it administers RBKB’s equity plan and recommends director compensation jointly with Governance & Nominating .
| Committee | 2024 Meetings | McGinnis Membership |
|---|---|---|
| Audit | 4 | No . |
| Compensation | 9 | Yes (appointed 4/15/2025) . |
| Governance & Nominating | 5 | Yes (appointed 4/15/2025) . |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) | Equity Grants (#/$) | Notes |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | Appointed 4/15/2025; did not receive any director compensation during 2024 . |
- Board-level context: In 2024, non-employee directors received cash fees; no stock awards or option awards recognized for the year; several directors had legacy options outstanding from prior grants .
Performance Compensation
| Metric | Value | Context |
|---|---|---|
| Remaining shares under 2020 Plan (as of 12/31/2024) – Stock Options | 105,146 | Indicates limited capacity for equity awards prior to new plan approval. |
| Remaining shares under 2020 Plan (as of 12/31/2024) – Restricted Stock | 34,778 | Limited equity capacity; board proposed 2025 Equity Incentive Plan for effective use of equity incentives. |
| 2025 Equity Incentive Plan status | Board recommends approval; effective upon shareholder and regulatory approvals; no awards prior to effective date | Framework for future director equity grants and governance of awards. |
- Consultant usage: Blanchard Consulting Group engaged in 2024 for compensation benchmarking, supporting independence and alignment practices .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in RBKB proxy/8-K . |
| Interlocks or related-party exposure | No Item 404(a) related-party transactions; no arrangements or family relationships disclosed for appointment . |
Expertise & Qualifications
- Human capital and compensation governance expertise from CHRO and senior HR leadership roles; valuable for Compensation Committee oversight .
- Organizational development, leadership development, recruitment, engagement, and compensation experience highlighted in appointment communications .
- Community and DEI leadership via Fortis councils and United Way board service, strengthening stakeholder perspective .
Equity Ownership
| Holder | Shares Owned | Percent of Common Stock Outstanding | Options/RSUs | Pledged Shares |
|---|---|---|---|---|
| Sharon McGinnis (as of 3/28/2025) | 0 | - | Not listed | None disclosed . |
- Beneficial ownership table footnote confirms McGinnis did not own shares as of March 28, 2025; overall directors/executives as a group held 644,777 shares (5.64%) .
- Pledging red flag observed elsewhere on the board: Chairman William C. Irwin pledged 20,183 shares as collateral (not McGinnis) .
Governance Assessment
- Independence and conflicts: Strong independence posture; no related-party transactions and clean appointment disclosures reduce conflict risk and bolster investor confidence .
- Committee effectiveness: Placement on Compensation and Governance & Nominating leverages HR and governance background; RBKB’s use of independent consultants and annual charter review supports committee rigor .
- Ownership alignment: Initial zero-share position suggests limited immediate “skin in the game”; the proposed 2025 Equity Plan could introduce equity grants to enhance alignment—monitor grant timing, sizing, and vesting terms for directors .
- Attendance and engagement: Board-level attendance in 2024 met expectations (≥75%), and all directors attended the annual meeting; McGinnis joined in 2025—monitor her attendance and participation in 2025–2026 cycles .
- Compensation structure signals: 2024 director pay was cash-only with legacy options outstanding; transitioning to new equity plan may shift mix toward equity—assess whether equity awards include robust performance conditions or service-based vesting only (plan specifics not disclosed in the overview) .
- RED FLAGS: None identified for McGinnis (no pledging, no related-party transactions, no attendance issues). Board-level red flag to note: pledged shares by Chairman Irwin (monitor lending arrangements and alignment implications) .
Implications: McGinnis strengthens board human capital oversight and governance processes without evident conflicts. Key watch items are her equity alignment under the new plan, sustained committee engagement, and any future disclosures on director ownership guidelines or change-in-control acceleration terms for director awards .