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. (NASDAQ: RBKB) on September 16, 2025. The filing discloses significant executive leadership changes, specifically the appointment of a new President and Chief Executive Officer (CEO) and the scheduled retirement of the incumbent CEO.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
Material Changes
- Leadership Transition: Matthew J. Smith has been appointed as President and CEO of Rhinebeck Bancorp, Inc., Rhinebeck Bank, and Rhinebeck Bancorp, MHC, effective October 20, 2025.
- Retirement: Michael J. Quinn, the current President and CEO, will retire effective October 20, 2025. He will serve as Interim Executive Advisor through December 31, 2025.
- Board Appointments: Mr. Smith will also serve as a trustee of the MHC and a director of the Company and the Bank.
Compensation, Outlook, and Risks
Employment Agreement Terms:
- Base Salary: $525,000 annually, subject to increase but not decrease by the board (except in general reductions).
- Term: Initial term ends December 31, 2026, with automatic one-year renewals unless notice is given 60 days prior.
- Incentives: Eligible for short-term and long-term incentive programs. Target bonus under the Short-Term Incentive Plan (STIP) is 25% to 50% of base salary.
- Benefits: Includes company automobile, reimbursement of business expenses, and participation in standard employee benefit plans.
Severance Provisions:
- Qualifying Termination (No Change in Control): 12 months of base salary plus pro-rated STIP from the preceding period, plus 12 months of COBRA premium coverage.
- Qualifying Termination (Within 2 Years of Change in Control): 24 months of base salary, pro-rated STIP from the preceding period, pro-rated target incentive for the current year, plus 18 months of COBRA premium coverage.
Risks and Contingencies: The agreement includes a one-year non-compete and non-solicitation restriction following termination (excluding change in control scenarios). The filing notes no undisclosed relationships or transactions involving Mr. Smith.
Investor Verification Checklist
- Verify the effective date of the leadership transition (October 20, 2025) and the interim role of Michael J. Quinn.
- Review the attached Employment Agreement (Exhibit 10.1) for specific definitions of "cause," "good reason," and "change in control."
- Confirm the total potential cash outlay for severance in a change-in-control scenario (24 months salary + incentives).
- Monitor future filings for the impact of the new CEO's strategic direction on the bank's digital banking and product offerings, given Mr. Smith's background.