Form 4: Orange County Bancorp CFO's Future Stock Holdings Detailed

Orange County Bancorp's EVP and CFO, Michael Lesler, details his beneficial ownership of common stock and phantom stock, including future vesting schedules.

Summary

• Michael Lesler, Executive Vice President and Chief Financial Officer of Orange County Bancorp, Inc. (OBT), is the reporting person.
• Directly owns 12,605 shares of Common Stock.
• Indirectly owns 1,401 shares of Common Stock through a 401(k) plan.
• Indirectly owns 2,000 shares of Common Stock through an IRA.
• Acquired 369 units of Phantom Stock on January 2, 2026, under a Performance-Based SERP, with a price of $28.35 per unit.
• Total beneficially owned Phantom Stock is 1,270 units.
• Phantom stock interests may be settled in company stock upon distribution, based on prior election.
• Directly held common stock includes restricted stock units (RSUs) that vest at a rate of 1/3 per year, commencing on December 23, 2023, March 11, 2024, March 21, 2025, and March 20, 2026.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of executive stock ownership and compensation, which is generally neutral. The significant insider holdings and participation in performance-based plans can be seen as a positive for aligning management and shareholder interests.

Positives

• The EVP and CFO's significant direct and indirect equity ownership (12,605 direct common shares, 3,401 indirect common shares, and 1,270 phantom stock units) aligns his interests with long-term shareholder value.
• Participation in a Performance-Based SERP through phantom stock acquisition suggests a commitment to the company's performance and long-term incentive.

Future Outlook

Vesting schedules for restricted stock units extend into 2026, indicating future equity grants becoming exercisable. Phantom stock interests may be settled in company stock upon distribution, based on prior election.

Management Comments

• Michael Lesler, EVP, Chief Financial Officer, has structured his compensation to include significant equity components, aligning his long-term financial interests with the performance of Orange County Bancorp.

Industry Context

Executive compensation in the banking sector frequently includes equity components such as restricted stock units and phantom stock. These structures are designed to incentivize long-term performance, retain key talent, and align management's financial interests with those of shareholders, which is a common practice across the industry.

Comparison to Industry Standards

• No specific comparable companies, projects, or results are detailed within this Form 4 filing to allow for a direct comparison to industry standards regarding executive compensation or ownership levels.

Stakeholder Impact

• Shareholders: The significant equity holdings and performance-based compensation structure for the EVP and CFO suggest a strong alignment of executive interests with long-term shareholder value creation.

Next Steps

• Continued vesting of restricted stock units on specified future dates (December 23, 2023; March 11, 2024; March 21, 2025; March 20, 2026).
• Potential settlement of phantom stock interests in company shares upon distribution, based on prior election.

Key Dates

Keywords

Orange County Bancorp, OBT, Michael Lesler, CFO, beneficial ownership, Form 4, restricted stock units, phantom stock, insider holdings, executive compensation