Orange County Bancorp (OBT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2025, to elect five directors and ratify Crowe LLP as the independent auditor for 2025.

• Stockholders of record as of March 31, 2025, are eligible to vote, with 11,383,738 shares outstanding.

• Voting can be done by mail, phone, or online, and proxies may be revoked at any time before voting.

• The Board unanimously recommends voting in favor of all director nominees and the auditor ratification.

Voting matters and shareholder proposals

• Proposals include electing five directors (three for three-year terms, one for two years, one for one year) and ratifying Crowe LLP as auditor.

• Directors are elected by plurality; auditor ratification requires a majority of votes cast.

• Stockholders may submit proposals for the 2026 meeting by December 12, 2025, and director nominations must meet specific ownership and timing requirements.

Board of directors and corporate governance

• The Board consists of ten members divided into three classes, with a majority being independent.

• Board committees include Audit and Risk, Compensation, and Nominating and Corporate Governance, each with written charters.

• The Board is chaired by an independent director and conducts annual CEO evaluations.

• Stock ownership guidelines require directors and executives to hold significant equity stakes.

• Directors are expected to attend annual meetings; six attended in 2024.