CEO deal at Orange County Bancorp (NASDAQ: OBT) extended to 2029

Rhea-AI Filing Summary

Orange County Bancorp, Inc. extended the employment agreement of President and CEO Michael J. Gilfeather through March 31, 2029, keeping him in his current roles at both the holding company and Orange Bank & Trust Company. The company also amended his supplemental executive retirement plan to add a discretionary employer contribution of $125,000 for the 2028 plan year, which will fully vest on March 30, 2029. All other terms of both the employment agreement and the SERP participation agreement remain unchanged, indicating a targeted adjustment to retain leadership rather than a broad overhaul of compensation arrangements.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2026

ORANGE COUNTY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40711	26-1135778
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

212 Dolson Avenue, Middletown, New York 10940

(Address of principal executive offices) (Zip Code)

(845) 341-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.25	OBT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On March 19, 2026, the Boards of Directors of Orange County Bancorp, Inc. (the “Company”) and Orange Bank & Trust Company, a wholly owned subsidiary of the Company (the “Bank”), adopted and executed an amendment to the Amended and Restated Employment Agreement with Michael J. Gilfeather, President and Chief Executive Officer of the Company and the Bank (the “Gilfeather Agreement”). The amendment extends the Gilfeather Agreement through March 31, 2029, unless otherwise extended by the Company.  No other provisions of the Gilfeather Agreement were modified by the amendment.

On March 19, 2026, the Board of Directors of the Bank adopted an amendment to the Amended and Restated Participation Agreement under the Orange Bank & Trust Company Performance-Based Supplemental Executive Retirement Plan by and between the Bank and Mr. Gilfeather (the “Gilfeather SERP Participation Agreement”). The amendment to the Gilfeather SERP Participation Agreement provides for a discretionary employer contribution in the amount of $125,000 to be made for the 2028 Plan Year which will cliff vest on March 30, 2029. No other provisions of the Gilfeather SERP Participation Agreement were modified by the amendment.

The foregoing description of the amendment to the Gilfeather Agreement and the amendment to the Gilfeather SERP Participation Agreement does not purport to be complete and is qualified in its entirety by reference to the amendments which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		ORANGE COUNTY BANCORP, INC.
DATE:  March 25, 2026	By:	/s/ Michael Lesler
		Michael Lesler
		Executive Vice President and Chief Financial Officer

FAQ

What did Orange County Bancorp (OBT) change in its CEO’s employment agreement?

Orange County Bancorp extended CEO Michael J. Gilfeather’s employment agreement through March 31, 2029. The amendment does not alter any other contract terms, signaling a focus on leadership continuity while keeping the existing compensation and governance framework intact for the current CEO.

How does the new SERP amendment affect Orange County Bancorp (OBT) CEO benefits?

The bank approved a $125,000 discretionary employer contribution to Michael J. Gilfeather’s performance-based supplemental executive retirement plan for the 2028 plan year. This contribution will cliff vest on March 30, 2029, providing an additional long-term incentive tied to his continued service through that date.

Did Orange County Bancorp (OBT) change any other terms of the CEO’s SERP agreement?

No, the filing states that no other provisions of Michael J. Gilfeather’s SERP participation agreement were modified. Only the new $125,000 discretionary employer contribution for the 2028 plan year, with cliff vesting on March 30, 2029, was added to the existing structure.

What is the effective term of Michael J. Gilfeather’s extended contract at Orange County Bancorp (OBT)?

The amended employment agreement runs through March 31, 2029, unless further extended by the company. This extension covers his dual role as President and Chief Executive Officer of both Orange County Bancorp, Inc. and its wholly owned subsidiary, Orange Bank & Trust Company.

Where will details of Orange County Bancorp’s (OBT) CEO contract amendments be filed?

The company plans to file the full amendments to Michael J. Gilfeather’s employment agreement and SERP participation agreement as exhibits to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2026, providing investors access to the complete contract language.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.2 KB