William Irwin
About William Irwin
William C. Irwin (age 66) is an independent director and currently serves as Chairman of the Board of Rhinebeck Bancorp, Inc. (RBKB). He has been a director since 1996 and is deemed independent under Nasdaq listing standards . Mr. Irwin’s background includes more than 30 years as a small business owner in pharmacy and current roles as a principal at Schectman Pharmacy Brokers and staff pharmacist at Port Ewen Pharmacy, bringing local market and small-business expertise to the board .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Molloy Pharmacy; Molloy’s Medical Arts Pharmacy | Owner; President | Over 30 years (dates not specified) | Brings small-business ownership and leadership experience relevant to RBKB’s community banking focus |
| DocFinancial | Chief Operating Officer | Most recent prior role (dates not specified) | Operational leadership experience |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Schectman Pharmacy Brokers | Principal | Current | Focus on the sale of independent pharmacies in NY tri-state area |
| Port Ewen Pharmacy | Staff Pharmacist | Current | Ongoing clinical practice |
| Hudson Valley Pharmacists Society | President | Current | Industry leadership in RBKB’s market region |
| Northern Dutchess Hospital Board | President (prior) | Prior role | Community health governance (historical) |
| McKesson Corporation | National Independent Advisory Board (prior) | Prior role | Industry advisory perspective (historical) |
| Local organizations | Volunteer/committee roles | Current/prior | Various community engagements |
Board Governance
- Role and independence: Independent Chairman of the Board; RBKB separates the CEO and Chair roles to enhance oversight .
- Committee assignments: Member, Audit Committee (not Chair); not listed on Compensation or Governance & Nominating .
- Committee chairs (context): Audit—Steven E. Howell (chair); Compensation—Freddimir Garcia (chair); Governance & Nominating—Christopher W. Chestney (chair) .
- Attendance and engagement: In 2024, RBKB’s holding company board met 12 times; no director attended fewer than 75% of combined board and committee meetings; all directors attended the 2024 annual meeting .
- Board risk oversight: Board oversees credit, interest rate, liquidity, operational, strategic, and reputational risk; senior management attends meetings for Q&A .
Fixed Compensation
| Year | Cash Retainer/Fees | Equity (RSU/Stock) | Options (Grant-Date Value) | Total |
|---|---|---|---|---|
| 2024 | $72,000 | $0 | $0 | $72,000 |
- Director fees may be deferred under Rhinebeck Bank’s Director Deferred Compensation Plan; 2024 credited interest rate was 4.14% and four directors participated (participants not named) .
Performance Compensation
- 2024 equity: No director, including Mr. Irwin, received stock or option awards in 2024; all director compensation was paid in cash .
- Outstanding option holdings (legacy awards): Mr. Irwin held 10,910 vested stock options as of 12/31/2024 (fewer than the 16,365 common to other directors) .
Equity plan terms applicable to directors (if 2025 plan approved):
- Annual director limits: up to 30,000 shares per non-employee director for options and 30,000 for RSAs/RSUs; aggregate board cap of 180,000 per category per year .
- Minimum vesting: at least one-year vesting for at least 95% of equity awards; no dividends paid on unvested awards; no dividends or DERs on options .
- Change-in-control: double-trigger vesting (CIC plus involuntary termination/good reason) or if awards are not assumed by acquirer .
- Repricing prohibition and underwater buybacks prohibited without stockholder approval .
- Clawback and insider trading/hedging/pledging policy applicability .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in RBKB’s proxy biography for Mr. Irwin . |
| Prior public company boards | None disclosed for Mr. Irwin (others on the board have disclosures in their own bios) . |
| Notable interlocks/conflicts | None disclosed related to Mr. Irwin; the board considered immaterial relationships (e.g., another director’s family member services) in independence determinations . |
Expertise & Qualifications
- Small business ownership and local market expertise from decades owning/operating pharmacies; current industry/practice roles provide customer and market insight .
- Governance experience as independent Chair; service on the Audit Committee (not designated as the SEC “audit committee financial expert”—that designation applies to other directors) .
- Extensive community and industry leadership roles in RBKB’s footprint .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Components / Notes | % of Outstanding |
|---|---|---|---|
| William C. Irwin | 38,573 | Includes 10,910 vested stock options; 20,183 shares pledged as collateral (pledge) | <1% |
- Company policy prohibits hedging by directors and executives; plan documents state awards are subject to hedging/pledging policy restrictions. Notwithstanding, Mr. Irwin has pledged 20,183 shares as collateral, which is typically viewed as a governance risk by investors .
Governance Assessment
Key findings:
- Independence and leadership: Independent Chair with separation from CEO role; member of Audit Committee; board-wide strong engagement (no director below 75% attendance and full annual meeting attendance) .
- Pay structure: 2024 director compensation was 100% cash; no equity grants to directors in 2024. Mr. Irwin received $72,000 (highest among directors, consistent with chair responsibilities) .
- Ownership alignment: Beneficial ownership of 38,573 shares including options; however, shares pledged as collateral present alignment and forced-sale risk under stress conditions .
- Risk controls: Hedging prohibited; prospective 2025 equity plan embeds double-trigger CIC protection, one-year minimum vesting, no repricing, no dividends on unvested equity/DERs, and clawback coverage—investor-friendly features if adopted .
RED FLAGS:
- Shares pledged as loan collateral: Mr. Irwin has pledged 20,183 shares, which can be a material alignment risk if margin calls lead to forced sales or perceived conflicts; investors frequently view pledging as a negative governance signal .
- Equity mix gap: No director equity grants in 2024; absent ongoing equity, directors’ pay mix skews to cash, potentially weakening long-term alignment unless the 2025 plan is implemented for directors in future cycles .
Risk mitigants:
- Independent chair structure and active committee framework; audit financial expert coverage by other directors; hedging prohibition; CIC “double-trigger” and anti-repricing protections in proposed equity plan .
Related-party and other exposures:
- Insider loans to directors/officers were ordinary course, on market terms, and performing at year-end 2024; no preferential terms disclosed .
- Board considered non-reportable relationships in independence review and concluded independence (Irwin remains independent) .
Overall implication for investors:
- Governance posture benefits from an independent chair and conservative equity plan features; however, the pledging of shares by the chair is a notable governance concern that may weigh on investor confidence until remediated (e.g., de-pledging or policy tightening) .