Steven Howell
About Steven Howell
Steven E. Howell, age 64, is an independent director of Rhinebeck Bancorp, Inc. and a certified public accountant. He has served on the RBKB Board since 2020 and is designated an “audit committee financial expert” under SEC rules, with a long-standing partner role at RBT CPAs, LLP (since 1987) and prior chairmanship of Hometown Bank and related entities until their 2017 sale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBT CPAs, LLP | Partner | 1987–present | Largest CPA firm in NY Hudson Valley; extensive regional company experience |
| Hometown Bank; Hometown Bancorp MHC; Hometown Bancorp (Walden, NY) | Director; Chairman of the Board | Director 2008–2017; Chairman 2012–2017 (until acquisition by Wallkill Valley Federal S&L) | Banking governance experience; board leadership |
| Orange County United Way | Past Chairman | Not specified | Civic leadership, community ties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RBT CPAs, LLP | Partner (CPA) | 1987–present | Regional accounting leadership; financial reporting expertise |
| Orange County United Way | Past Chairman | Not specified | Community engagement; local insights |
Board Governance
- Independence: Independent director under Nasdaq rules; Board otherwise all independent except the CEO .
- Committees: Audit Committee Chair; Compensation Committee member .
- Audit “financial expert” designation: Howell qualifies under SEC rules .
- Meetings and attendance: RBKB Board met 12 times in 2024; no director attended fewer than 75% of Board and committee meetings. Committee meetings in 2024: Audit (4), Compensation (9), Governance & Nominating (5) .
- Board leadership: Independent Chairman (William C. Irwin), separate from CEO .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $60,000 |
| Stock Awards | $0 |
| Option Awards (grant value in 2024) | $0 |
- Director fee deferral program available at Bank level (bookkeeping accounts; 2024 crediting rate 4.14%; 4 directors participating as of year-end), but individual participation not disclosed for Howell .
Performance Compensation
| Equity and Plan Features | Terms |
|---|---|
| Outstanding director options | 16,365 stock options outstanding (granted 2020; exercisable) |
| 2025 Equity Incentive Plan: Director annual limits | Max 30,000 shares per non-employee director per calendar year for options and for RSAs/RSUs; aggregate non-employee directors max 180,000 for each category |
| Vesting and change-in-control protection | Minimum 1-year vesting for ≥95% of awards; double-trigger vesting (change in control plus involuntary termination/good reason or failure to assume awards) |
| Repricing and below-market strike prohibition | No below-market option grants; no repricing or cash buyouts of underwater options without shareholder approval |
| Dividends on unvested awards | No dividends on options; dividends on restricted stock/RSUs only upon vesting |
| Hedging/pledging restrictions | Awards subject to Company hedging/pledging policy restrictions |
Note: Specific performance metrics used for director equity awards were not disclosed; the plan permits performance-conditioned options, restricted stock, and RSUs at the Committee’s discretion .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Hometown Bank & related entities | Director; Chairman | Prior (ended 2017) | No current public company interlocks disclosed |
Expertise & Qualifications
- Certified Public Accountant; partner at RBT CPAs, LLP .
- Audit committee financial expert under SEC rules .
- Prior bank board chair; governance and financial oversight experience .
- Deep local market knowledge and civic leadership .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Ownership % | Notes |
|---|---|---|---|
| Steven Howell | 26,365 | <1% | Includes 16,365 vested stock options |
- Pledging: No pledging disclosed for Howell; a different director (Irwin) has pledged shares, underscoring individual disclosure; none noted for Howell .
- Insider trading/hedging policy: Directors subject to insider trading policy and blackout periods; hedging prohibited .
Insider Trades (Form 4)
Related-Party Exposure and Policies
- Loans to directors and officers made in the ordinary course on market terms; no preferential treatment; loans performing and compliant with banking regs at 12/31/2024 .
- Independence considerations reviewed; specific non-director familial business services noted elsewhere (Chestney’s brother-in-law), but no related-party issues disclosed for Howell .
- Insider trading policy with pre-clearance for Section 16 officers and blackout periods; hedging prohibited .
Governance Assessment
- Strengths:
- Audit Committee Chair with SEC “financial expert” designation; enhances oversight of financial reporting and controls .
- Independent status; separation of Chairman and CEO roles contributes to board independence .
- Documented engagement: no director below 75% attendance; Howell sits on two key committees .
- Alignment signals: personal open market purchases in 2020; ongoing option holdings from 2020 plan [insider trade URLs above] .
- Potential risks/considerations:
- Mutual holding company (MHC) majority control (>50%) can effectively determine outcomes on key votes, reducing minority shareholder influence .
- 2024 director compensation had no equity grants (cash-only), which may modestly limit annual equity-based alignment; however, legacy options remain outstanding .
- External CPA firm partnership: no disclosure of services to RBKB or audit conflicts; audit firm is Wolf & Company, mitigating perceived conflict risk .
Overall: Howell’s credentials and committee leadership support board effectiveness in audit oversight. No specific conflicts or related-party transactions involving Howell were disclosed; insider policy and clawback/hedging restrictions apply to equity awards under the 2025 plan .