DEF 14A: Orange County Bancorp Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals

Orange County Bancorp will hold its annual stockholders meeting on May 21, 2024, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• Orange County Bancorp, Inc. will hold its 2024 Annual Meeting of Stockholders on May 21, 2024, at 2:00 p.m. Eastern time, at its main office in Middletown, New York.
• The meeting will address the election of three directors and the ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2024.
• Stockholders of record as of April 1, 2024, are entitled to vote.
• The Board of Directors recommends voting FOR the election of each director nominee and FOR the ratification of Crowe LLP's appointment.
• Proxy materials, including the Notice of Annual Meeting, Proxy Statement, Form 10-K, and Annual Report for 2023, are available online at www.envisionreports.com/OBT.
• Stockholders can vote by telephone, online, or by returning the enclosed proxy card.
• The company's common stock outstanding as of April 1, 2024, was 5,657,458 shares.
• The Board of Directors has determined that each of the directors, other than Messrs. Gilfeather and Scacco, are independent under the Nasdaq Stock Market corporate governance listing standards.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting routine corporate governance matters in a neutral and informative tone. The recommendations for voting are clearly stated, and the overall sentiment is positive due to the company's adherence to regulatory requirements and corporate governance best practices.

Positives

• The Board of Directors is actively involved in the oversight of risks that could affect the Company.
• The company has stock ownership guidelines in place for executive officers and non-executive directors to align their interests with those of stockholders.
• The Audit and Risk Committee pre-approved 100% of audit fees billed and paid during the year ended December 31, 2023.
• The company has a Code of Ethics for Senior Officers available on its website.

Negatives

• Director Gilfeather had one late Form 4 reporting one late transaction.
• Two directors, Gilfeather and Scacco, are not considered independent due to their executive officer roles within the company and its affiliates.

Risks

• Failure to obtain a sufficient number of votes could cause a delay in the annual meeting and result in additional expense to the Company.
• The Corporate Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

Future Outlook

The Board of Directors is not aware of any business to come before the annual meeting other than the matters described in the Proxy Statement; however, the Proxy is authorized to vote upon such other business as may properly come before the meeting.

Management Comments

• The Board of Directors has determined that the matters to be considered at the annual meeting are in the best interest of the Company and its stockholders.
• The Board of Directors unanimously recommends a vote FOR each of the nominees for director and FOR the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.

Industry Context

This announcement is a standard part of corporate governance for publicly traded companies, ensuring stockholders have the opportunity to participate in key decisions regarding the company's leadership and financial oversight.

Comparison to Industry Standards

• The director compensation structure, including fees and stock awards, appears to be in line with industry standards for community banks of similar asset size.
• The engagement of an independent compensation consultant (AON) to review executive and director compensation is a common practice among publicly traded companies to ensure fairness and competitiveness.
• The company's stock ownership guidelines for executives and directors are consistent with best practices in corporate governance, aiming to align their interests with those of stockholders.
• The Audit and Risk Committee's pre-approval of audit and non-audit services provided by the independent registered public accounting firm aligns with regulatory requirements and industry best practices.

Corporate Governance

Related Party Transactions

• At December 31, 2023, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.
• These loans were performing according to their original repayment terms at December 31, 2023, and were made in compliance with federal banking regulations.
• Other than the loans described above, the Bank has not entered into any transactions since January 1, 2022 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.

Stakeholder Impact

• Shareholders have the opportunity to vote on key decisions, including the election of directors and the ratification of the independent accounting firm.
• Employees are affected by the executive compensation plans and benefit programs described in the proxy statement.
• The company's performance and governance practices can impact customer confidence and relationships.
• The company's financial health and stability can affect its relationships with suppliers and creditors.

Next Steps

• Stockholders are encouraged to review the proxy materials and vote on the proposals.
• The company will hold its Annual Meeting of Stockholders on May 21, 2024.
• The Board of Directors will consider the results of the votes on the proposals.

Key Dates

Keywords

annual meeting, proxy statement, directors, Crowe LLP, stockholders, corporate governance, election, ratification, Orange County Bancorp, banking