Item 1 — Election of Directors
Rhinebeck Bancorp’s Board of Directors consists of nine members. The Board of Directors is divided into three classes with three-year staggered terms, with one-third of the directors elected each year. The nominees for election are Frederick L. Battenfeld, Christopher W. Chestney and Shannon Martin LaFrance, all of whom currently serve as directors of both Rhinebeck Bancorp and Rhinebeck Bank.
The Board of Directors intends to vote the proxies solicited by it in favor of the election of each of the nominees named above. If any nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve.
The Board of Directors unanimously recommends a vote “FOR” each of the nominees for director.
Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The age indicated in each individual’s biography is as of December 31, 2020. The indicated period for service as a director includes service as a director of Rhinebeck Bank. There are no family relationships among the directors.
Director Nominees for Terms Expiring in 2024
Frederick L. Battenfeld is the owner and chief executive officer of F.W. Battenfeld & Sons, a wholesale cut flower and tree grower located in Red Hook, New York. Mr. Battenfeld’s career as a small business executive provides us with knowledge of the challenges facing small businesses in our market area. Further, Mr. Battenfeld, both through his business and as an active member of the community, is knowledgeable of the local consumer environment. Age 72. Director since 1995.
Christopher W. Chestney is a funeral director for Dapson-Chestney Funeral Home, Inc., located in Rhinebeck, New York, and Peck & Peck Funeral Homes, Inc., located in Pine Plains and Copake, New York. Mr. Chestney’s business experience gives us insights into the local community. Age 56. Director since 2015.
Shannon Martin LaFrance is a practicing lawyer and owner of law firms in Florida and New York. Her practice includes civil litigation and administrative law with a focus on land use, municipal and environmental matters, in addition to dependency and family law. She also was appointed as a hearing officer by the Hillsborough Environmental Protection Commission in February 2019. She also served as town attorney and a zoning board of appeals and planning board attorney from 1994 through 2012 for the towns of Dover, Rosendale and Marbletown, New York. Ms. LaFrance was a Dutchess County Legislator from 2002 through 2007 for Fishkill, New York and served as Chair of the Legislature’s Environment Committee as well as the Groundwater Protection Subcommittee. Ms. LaFrance also served as the Legislature’s liaison to the Dutchess County Water and Wastewater Authority prior to her election. Ms. LaFrance’s general legal knowledge as well as her expertise in land, municipal and environmental issues is a significant resource for us. Age 54. Director since 2007.
Directors Continuing in Office with Terms Expiring in 2022
Freddimir Garcia is the Regional Director for Diversity, Inclusion, and Community Engagement at Westchester Medical Health Center Network’s Northern Region. Previously, from July 2017 through April 2019, he served as the Special Assistant to the President for Diversity, Inclusion and Community Engagement at Marist College in Poughkeepsie, New York. Due to his work and service on several non-profit boards, Mr. Garcia’s extensive community involvement provides us with valuable insight into the needs of our local community. Age 33. Director since 2017.
Suzanne Rhulen Loughlin is a founder and General Counsel of CrisisRisk Strategies, LLC. From 2017 to 2018, she served as Chief Administrative Officer and General Counsel of Novume (now named “Rekor Systems, Inc.”), which then provided support services for companies contracting with the government. In 2005, she founded Firestorm Solutions, LLC, a crisis management consultancy, which was acquired by Novume in 2017. Prior to founding Firestorm, Ms. Loughlin was employed by Frontier Insurance Group for 15 years, where her positions included in-house counsel, Managing Attorney of the in-house law firm, and Chief Administrative Officer of the public holding company. She also was a director of the public insurance holding company. Ms. Loughlin serves as a board member of Hudson Valley Pattern for Progress, Sullivan County Industrial Development Agency and the Trevor Loughlin Foundation. Ms. Loughlin’s crisis management and insurance experience, combined with her training and practice in many of the areas in which Rhinebeck Bank may have legal exposure, provides critical decision support and skills to the Board. Age 59. Director since 2011.