ORANGE COUNTY BANCORP INC (OBT)
Sector: Financials
2026 Annual Meeting Analysis
ORANGE COUNTY BANCORP INC · Meeting: May 26, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
OBT's 3-year price return of 78.4% outpaces QABA (First Trust NASDAQ ABA Community Bank Index) by +19.4 percentage points, well below the 65-point threshold required to trigger an against vote; Gilfeather has extensive banking experience and no overboarding, attendance, or independence concerns.
No TSR trigger fires (OBT's 3-year return beats QABA by only +19.4pp against a 65pp threshold); Kennedy is independent, has relevant transactional legal expertise, serves on the Audit and Risk Committee with appropriate qualifications, and attendance was 100%.
No TSR trigger fires given OBT's strong outperformance of QABA over three years; Rowley is independent with broad business and community experience; a single late Form 4 filing is a minor administrative issue that does not meet any policy threshold for an against vote.
All three nominees pass the TSR screen — OBT's 3-year price return of +78.4% exceeds QABA (First Trust NASDAQ ABA Community Bank Index) by +19.4 percentage points, far short of the 65-point underperformance threshold required to trigger an against vote for a strong-positive-TSR company. No overboarding, attendance deficiencies, independence issues, or familial-relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Michael J. Gilfeather
Total Comp
$2,092,482
Prior Support
N/A
CEO Michael Gilfeather's total compensation of $2,092,482 is reasonable for a CEO of a ~$470M market-cap community bank in the New York metro area, with salary at $700,000 representing roughly 33% of total pay — well within the 40% fixed-pay ceiling. Variable pay (cash bonus, stock awards, and performance-linked SERP contributions) makes up the majority of total compensation, and incentive payouts were tied to measurable metrics including pre-tax pre-provision operating income, efficiency ratio, return on average assets, and net interest margin relative to peers. OBT's 3-year total return of +78.4% substantially outpaces QABA (First Trust NASDAQ ABA Community Bank Index) by +19.4 percentage points, confirming that above-benchmark incentive pay is well-supported by shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$648,125
Non-Audit Fees
$0
Crowe LLP billed $648,125 in audit fees and zero in non-audit, audit-related, tax, or other fees for 2025, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can be confirmed, and no material restatements are noted.
Overall Assessment
The 2026 Orange County Bancorp annual meeting presents a clean two-proposal ballot: election of three directors and ratification of Crowe LLP as auditor — no Say on Pay proposal is included in this filing. All director nominees pass the TSR screen given OBT's strong outperformance of the QABA community bank benchmark, and Crowe LLP's fee profile shows zero non-audit fees, supporting ratification without reservation.