UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 21, 2025, Michael J. Quinn advised Rhinebeck Bancorp, Inc. (the “Company”), Rhinebeck Bank (the “Bank”), and Rhinebeck Bancorp, MHC (the “MHC”), that after 40 years of service to the Bank, he intended to retire: (1) as a Trustee of the MHC, and as a Director of the Company and the Bank; and (2) from his positions as Chief Executive Officer and President of the Company, the Bank, and the MHC. Mr. Quinn will remain in his roles as a director, trustee, President and Chief Executive Officer until the earlier of the end of the year or until a successor is found to ensure an orderly transition. The Board of Directors of the Bank has formed a Search Committee in accordance with the Bank’s succession plan to find a successor to Mr. Quinn.
Mr. Quinn’s retirement is not related to a disagreement with the Company, the Bank, or the MHC on any matter relating to the Company’s, the Bank’s, and/or the MHC’s operations, policies or practices.
In connection with his retirement, Mr. Quinn, the Company, and the Bank entered into a Retirement Separation Agreement (the “Agreement”), dated effective as of March 21, 2025 (the “Effective Date”), which supersedes and replaces Mr. Quinn’s employment agreement with the Bank. Under the Agreement, Mr. Quinn has agreed to continue to serve as President and Chief Executive Officer of the Company, the Bank, and the MHC and as a director on the Boards of Directors of the Company, the Bank, and the MHC through December 31, 2025, or such earlier time as mutually agreed among the parties (the “Retirement Date”). Pursuant to the Agreement, Mr. Quinn will receive (1) his regular base salary through December 31, 2025, paid in accordance with the Bank’s regularly scheduled payroll, (2) his bonus earned for 2025 determined in accordance with the Bank’s Short-Term Incentive and Retention Plan, paid in accordance with the Bank’s regular practice but no later than March 15, 2026, and (3) provided that Mr. Quinn timely elects continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Bank will pay the applicable COBRA premiums until Mr. Quinn becomes eligible for Medicare or until Mr. Quinn attains age 65, whichever date is earlier. In addition, the Bank will continue to provide Mr. Quinn with a golf club, country club, and gym membership and use of a Company car at the same level currently provided by the Bank through his retirement date. If Mr. Quinn is terminated for cause, the Agreement will automatically terminate, and any payments and benefits provided thereunder will immediately cease. The payments and benefits provided under the Agreement are subject to and contingent on Mr. Quinn signing and not revoking a general release of claims against the Bank and the Company and Mr. Quinn’s agreement to, and continued compliance with, one-year non-competition and non-solicitation covenants, and non-disparagement, cooperation, and non-disclosure provisions.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
On March 21, 2025, the Company issued a press release announcing Mr. Quinn’s retirement. That press release is attached to this report as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits: |
99.1Rhinebeck Bancorp, Inc. Press Release dated March 21, 2025.
104Cover Page Interactive Data File (embedded within the inline XBRL).
SIGNATURES
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, hereunto duly authorized.
RHINEBECK BANCORP, INC. | |
DATE: March 21, 2025 | By: /s/ Karen Morgan-D’Amelio |
Karen Morgan-D’Amelio | |
General Counsel & Chief Risk Officer/Corporate Secretary |