Independent
Tenure on this board
5.8 yrs
4 nominees · 3 ballot items.
Stockholders will vote to elect four directors (three for three-year terms and one for a two-year term), ratify Wolf & Company, P.C. as the independent registered public accounting firm for 2026, and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
Elect four directors: three for three‑year terms and one for a two‑year term (nominees: William C. Irwin, Steven E. Howell, Sharon A. McGinnis, Matthew J. Smith).
Ratify the appointment of Wolf & Company, P.C. as Rhinebeck Bancorp’s independent registered public accounting firm for the year ending December 31, 2026.
Non‑binding, advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (a “say-on-pay” vote).
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (a standard “say-on-pay” item required under the Dodd-Frank Act). Management is seeking shareholder approval to confirm support for its executive pay philosophy and programs — including base salaries, annual incentive arrangements (STIP), deferred long‑term incentive arrangements (LTIP), and equity awards under the Company’s equity plans — and to provide the Board and Compensation Committee with feedback on pay practices. The Company frames the vote as advisory and non-binding but states that the Compensation Committee and Board will consider the outcome when setting future pay. Context includes the company’s recent executive transitions (a new CEO appointment effective October 20, 2025) and formally adopted incentive plans (STIP/LTIP and a 2025 Equity Incentive Plan), which increase the practical importance of shareholder feedback on pay design and outcomes. The Board’s rationale for recommending a FOR vote is that its compensation policies are intended to attract, retain and appropriately reward experienced executives critical to long‑term success and stockholder value, and that the Compensation Committee used an independent consultant to benchmark pay practices. The proposal is management‑sponsored and non-controversial in structure, though it presents governance oversight considerations because the vote is advisory and may influence future compensation design rather than mandate changes. A sophisticated analyst should weigh the board’s stated pay‑for‑performance objectives and recent governance actions (new CEO contract with specified severance and equity targets, STIP/LTIP mechanics, and the 2025 Equity Plan) against disclosed pay levels, incentive metrics, and company performance when assessing whether the management recommendation aligns with long‑term shareholder interests. Ultimately, a FOR vote endorses the board’s compensation framework but does not constrain future discretionary compensation decisions; the outcome will inform the Compensation Committee’s ongoing calibration of pay programs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | M3F, Inc. | 9.05% | 1,010,420 | $16M |
| 2 | ALLIANCEBERNSTEIN L.P. | 3.46% | 386,608 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.65% | 184,491 | $3M |
| 4 | BlackRock, Inc. | 1.06% | 118,630 | $2M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% | 77,829 | $1M |
| 6 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.67% | 74,627 | $1M |
| 7 | Empowered Funds, LLC | 0.53% | 59,627 | $919K |
| 8 | STATE STREET CORP | 0.28% | 31,031 | $478K |
| 9 | NORTHERN TRUST CORP | 0.27% | 30,004 | $463K |
| 10 | BlackRock, Inc. | 0.25% | 27,460 | $423K |
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