Rhinebeck Bancorp, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Rhinebeck Bancorp, Inc. (RBKB) on June 18, 2024. The filing discloses the appointment of a new Chief Financial Officer and Treasurer for the Company, its mutual holding company parent (Rhinebeck Bancorp, MHC), and its wholly owned subsidiary, Rhinebeck Bank.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the leadership transition in the finance function:
- Departure: Michael J. McDermott retired as Chief Financial Officer and Treasurer effective May 31, 2024.
- Interim Role: Philip Lekanides served as Interim Principal Financial and Accounting Officer until the new appointment.
- Appointment: Kevin Nihill, CFA, was appointed Chief Financial Officer and Treasurer, effective July 8, 2024.
- Continuity: Philip Lekanides will remain as Vice President, Controller, and Principal Accounting Officer.
Compensation, Outlook, and Risks
Management has outlined the following compensatory arrangements for Mr. Nihill:
- Base Salary: $360,000 annually.
- One-Time Bonus: $100,000, payable on or about March 15, 2025, contingent on active employment in good standing.
- Equity: 15,000 restricted stock awards to be granted upon approval by the compensation committee, subject to vesting schedules.
- Incentive Plan: Eligibility for an incentive compensation plan beginning in 2025.
- Change in Control Agreement: Effective July 8, 2024, with an initial term through December 31, 2025, automatically extending annually. In the event of termination without cause or resignation for good reason following a change in control, Mr. Nihill is entitled to a lump sum equal to two times the sum of his annual base salary and average annual cash incentive compensation (based on the three most recent periods), plus up to 18 months of medical and dental insurance reimbursement. Payments are subject to reduction to avoid Internal Revenue Code penalties (Sections 280G and 4999).
Investor Verification Checklist
- Verify the effective date of Mr. Nihill's appointment (July 8, 2024) against internal governance records.
- Review the attached Exhibit 10.1 for the full terms of the Change in Control Agreement.
- Confirm the vesting schedule and specific conditions for the 15,000 restricted stock awards once the compensation committee approves the grant.
- Monitor future filings for the implementation of the 2025 incentive compensation plan.