ITEMS OF BUSINESS TO BE VOTED ON BY STOCKHOLDERS
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
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.
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.
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
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.
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.