Orange County Bancorp, Inc. /DE/ 8-K

What Happened

• On March 19, 2026, the Boards of Orange County Bancorp, Inc. and its subsidiary Orange Bank & Trust Company adopted amendments to Michael J. Gilfeather’s Amended and Restated Employment Agreement and his Participation Agreement under the Bank’s Performance‑Based Supplemental Executive Retirement Plan (SERP).
• The employment agreement was extended through March 31, 2029 (unless further extended). Separately, the SERP amendment provides for a discretionary employer contribution of $125,000 for the 2028 plan year that will cliff‑vest on March 30, 2029. No other terms of either agreement were changed. The amendments will be filed as exhibits to the Company’s Form 10‑Q for the quarter ending March 31, 2026.

Key Details

• Executive: Michael J. Gilfeather, President and Chief Executive Officer.
• Board action date: March 19, 2026.
• Employment agreement extended to: March 31, 2029.
• SERP contribution: $125,000 for the 2028 plan year, cliff vests on March 30, 2029.

Why It Matters

• This is a retention and compensation action for the company’s CEO — investors should note the board’s intent to keep current leadership in place through at least early 2029.
• The $125,000 SERP contribution represents a discrete, discretionary retirement‑plan expense tied to retention (it cliff‑vests in 2029) and could result in a future cash or benefit obligation when vested.
• No other material changes were made to the CEO’s agreements, suggesting continuity of existing compensation and governance arrangements.