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UNITED STATES

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): April 15, 2025

Rhinebeck Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-38779

83-2117268

(State or Other Jurisdiction)

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

2 Jefferson Plaza, Poughkeepsie, New York

12601

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code:(845) 454-8555

Not Applicable

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

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 $0.01 per share

RBKB

The NASDAQ Stock Market, LLC

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 (see General Instruction A.2. below):

 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))

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

On April 15, 2025, Rhinebeck Bancorp, Inc. (the “Company”), its wholly-owned subsidiary, Rhinebeck Bank (the “Bank”), and its mutual holding company, Rhinebeck Bancorp, MHC (the “MHC”), announced that Sharon McGinnis and Nancy K. Patzwahl have been appointed to the Board of Directors of the Company, the Bank and the MHC, effective April 15, 2025. Ms. McGinnis was appointed to each of the Compensation Committee and the Governance and Nominating Committee of the Board of Directors and Ms. Patzwahl was appointed to the Audit Committee of the Board of Directors.

Ms. McGinnis has served as Chief Human Resources Officer at Central Hudson Gas and Electric Corporation since 2024. Ms. McGinnis joined Central Hudson Gas and Electric Corporation in 2009 and has also held the positions of Senior Vice President of Human Resources and Vice President of Human Resources & Safety. Prior to that, she held the positions of Vice President of Human Resources at Dow Jones Local Media Group in Campbell Hall, New York, where she served from 2001 to 2009, and Assistant Vice President of Human Resources at Frontier Insurance Group in Rock Hill, New York, from 1999 to 2001. She also has served as a board member of United Way of the Dutchess & Orange Region since 2016, a member of the Fortis Executive DEI Council since 2022, and a founding member of the Fortis Women Executive Leadership Council since 2017. Ms. McGinnis was a member of the Compensation and Benefits Committee of the Hudson Valley Credit Union from 2016 to 2021. Ms. McGinnis’s extensive experience in human resources and corporate governance are significant resources for the Board of Directors.

There are no arrangements or understandings between Ms. McGinnis and any other persons pursuant to which she was selected as a director.  There are no family relationships between Ms. McGinnis and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.  No information is required to be disclosed with respect to Ms. McGinnis pursuant to Item 404(a) of Regulation S-K.

Ms. Patzwahl is a certified public accountant and has been a principal at UHY Advisors Northeast, Inc., providing personal, corporate and partnership tax services, since 2020. From 1997 through 2019, she was a partner and shareholder at Pattison, Koskey, Howe & Bucci, CPAs, P.C. Previously, she worked as a senior manager at KPMG Peat Marwick. She has served as treasurer and trustee of Home for the Aged in Hudson, New York, since 2019, and as treasurer and trustee of Rheinstrom Hill Community Foundation in Hudson, New York, since 2014. Ms. Patzwahl previously served as a director of the National Union Bank of Kinderhook, where she was a member of the Audit Committee, from 2014 until its sale to Community Bank, N.A. in 2019. Ms. Patzwahl’s experience as a certified public accountant and bank director provide the Board of Directors with critical experience regarding accounting and financial matters, as well as governance experience.

There are no arrangements or understandings between Ms. Patzwahl and any other persons pursuant to which she was selected as a director.  There are no family relationships between Ms. Patzwahl and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.  No information is required to be disclosed with respect to Ms. Patzwahl pursuant to Item 404(a) of Regulation S-K.

Item 8.01          Other Events.

On April 15, 2025, the Company issued a press release announcing the new director appointments. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits:

99.1​ ​Rhinebeck Bancorp, Inc. Press Release dated April 15, 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: April 15, 2025

By: /s/ Michael J. Quinn

Michael J. Quinn

President and Chief Executive Officer

CONTACT: William C. Irwin

Chairman of the Board

(845) 790 -1514

FOR IMMEDIATE RELEASE

Rhinebeck Bank Appoints Sharon A. McGinnis and Nancy K. Patzwahl to Board of Directors

POUGHKEEPSIE, NY — April 15, 2025 — Rhinebeck Bancorp, Inc., along with its wholly-owned subsidiary, Rhinebeck Bank, and its mutual holding company, Rhinebeck Bancorp, MHC, is pleased to announce the appointment of Sharon A. McGinnis and Nancy K. Patzwahl to their respective Boards of Directors, effective April 15, 2025.

Sharon McGinnis currently serves as Chief Human Resources Officer at Central Hudson Gas & Electric Corporation. Prior to her current role, she held the position of Vice President of Human Resources at Dow Jones. She has proven leadership experience focused on talent management, leadership development, recruitment, employee engagement, and compensation matters. She brings to the Board a proven track record in executive leadership, organizational development, and corporate governance. In addition to her corporate work, McGinnis is a founding member of the Fortis Women Executive Leadership Council and an active community volunteer through her board service with the United Way of the Dutchess & Orange Region.

McGinnis has been appointed to the Compensation and Governance & Nominating Committees of the Board of Directors, where her expertise in employee relations matters will help guide the Bank’s ongoing strategic efforts.

Nancy K. Patzwahl, a certified public accountant and principal at UHY Advisors NY, Inc., brings extensive experience in tax strategy, financial reporting, and risk oversight. With a long-standing career in both public accounting and private practice including KPMG. Patzwahl has served clients ranging from individuals to complex business entities. She previously served as a director of the National Union Bank of Kinderhook, where she contributed to the Audit Committee and helped oversee the bank’s financial operations until its sale in 2019. Her nonprofit service includes trustee roles with the Home for the Aged and the Rheinstrom Hill Community Foundation, both in Hudson, New York.

Patzwahl has been appointed to the Audit Committee and the Loan Review Committee, providing the Board with valuable insight into accounting standards, internal controls, and regulatory compliance.

“We are thrilled to welcome Sharon and Nancy to the Board,” said Bill Irwin, Chairman of Rhinebeck Bank’s Board of Directors. “Sharon’s expertise in human resources and corporate leadership, along with Nancy’s wealth of experience in accounting and bank governance, will strengthen our Board’s ability to uphold our core values of integrity, accountability, and community service.”


v3.25.1
Document and Entity Information
Apr. 15, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Apr. 15, 2025
Entity File Number 001-38779
Entity Registrant Name Rhinebeck Bancorp, Inc
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 83-2117268
Entity Address, Address Line One 2 Jefferson Plaza
Entity Address, City or Town Poughkeepsie
Entity Address, State or Province NY
Entity Address, Postal Zip Code 12601
City Area Code 845
Local Phone Number 454-8555
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol RBKB
Security Exchange Name NASDAQ
Written Communications false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Soliciting Material false
Entity Emerging Growth Company false
Entity Central Index Key 0001751783
Amendment Flag false

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