Form 4: Orange County Bancorp CEO Boosts Stake with Phantom Stock Acquisition

Orange County Bancorp, Inc. President and CEO Michael J. Gilfeather reported the acquisition of 122 shares of phantom stock, increasing his beneficial ownership in the company.

Summary

• Michael J. Gilfeather, President and CEO, and a Director of Orange County Bancorp, Inc. (OBT), reported changes in his beneficial ownership.
• On June 16, 2025, Mr. Gilfeather acquired 122 shares of phantom stock at a price of $23.14 per share.
• Each phantom stock share is economically equivalent to one common stock share and becomes payable upon his separation of service as a director.
• Following this transaction, Mr. Gilfeather directly beneficially owns 21,810 shares of phantom stock.
• He also directly owns 105,488 shares of common stock, which includes restricted stock units with various vesting schedules (March 11, 2024; December 31, 2026; March 21, 2025; March 20, 2026).
• Additionally, he indirectly owns 15,850 shares of common stock through an IRA.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by the CEO is generally a positive signal, indicating continued commitment and alignment of interests with the company's long-term performance. It's a routine compensation event, not a major market-moving transaction, hence a moderately positive score.

Positives

• The acquisition of phantom stock by the President and CEO indicates continued alignment of management's interests with shareholders.
• Phantom stock becoming payable upon separation of service incentivizes long-term commitment and performance from the executive.

Future Outlook

The document indicates future vesting schedules for restricted stock units, with portions vesting annually commencing in March 2024, March 2025, and March 2026, and another portion vesting on December 31, 2026. Phantom stock becomes payable upon the reporting person's separation of service as a director.

Industry Context

This Form 4 filing reflects a routine insider transaction, common in the financial services industry, where executive compensation often includes equity-based incentives like phantom stock and restricted stock units to align management interests with long-term shareholder value.

Comparison to Industry Standards

• Form 4 filings are standard regulatory disclosures for insider transactions across all publicly traded companies.
• The use of phantom stock and restricted stock units as part of executive compensation is a common practice in the banking and financial services sector, similar to compensation structures observed at regional banks like Sterling Bancorp (STL) or Provident Financial Services (PFS), which often utilize equity awards to incentivize executive retention and performance.

Related Party Transactions

• Acquisition of 122 shares of phantom stock by Michael J. Gilfeather, President and CEO, and a Director of Orange County Bancorp, Inc., which is a transaction between the company and a key executive.

Stakeholder Impact

• Shareholders: The transaction indicates continued alignment of the CEO's interests with shareholder value through equity-based compensation.

Next Steps

• Vesting of restricted stock units commencing March 11, 2024.
• Vesting of restricted stock units commencing March 21, 2025.
• Vesting of restricted stock units commencing March 20, 2026.
• Vesting of restricted stock units on December 31, 2026.
• Phantom stock becoming payable upon Michael J. Gilfeather's separation of service as a director.

Key Dates

Recommendation

Keywords

Orange County Bancorp, OBT, SEC Form 4, Insider Transaction, Phantom Stock, Michael J. Gilfeather, CEO, Director, Beneficial Ownership, Restricted Stock Units, Executive Compensation