DEF 14A of Union Bankshares Inc, Apr 8, 2026

DEF 14A of Union Bankshares Inc

Filed Apr 8, 2026 · FY20250000706863-26-000034

Open on EDGAR

  1. Director Qualifications

    Director Qualifications Community banking is about being a good member of the communities we serve and providing quality customer service and products, while ensuring that the interests of our shareholders and employees are satisfied and our regulatory requirements are met. The Company's Board meets at least quarterly, and Union Bank's Board meets monthly, to strategize, guide and monitor the activities of the Bank to achieve these goals. We rely on our directors for their strategic vision, business acumen and knowledge of local markets and opportunities. All of our directors live or work in the communities we serve and bring a unique set of talents, perspectives and backgrounds to our Board. They have been active members in organizations of their choice and interest over their lifetimes, usually in a leadership position, which has added to their reputations as respected individuals. Our directors include long-standing members of the Board who have served through many economic cycles, technological advancements, regulatory changes and periods of Company growth. The information below summarizes the specific experience, qualifications, attributes and skills that led our Board to conclude that the individual should serve on the Company's Board. We believe that in their professional and personal lives and through their Board service, each has demonstrated sound judgment, leadership capabilities, high ethical standards and a strong commitment for service to the Company. Dawn Bugbee joined the Company's Board in 2016 and has served on Union Bank's Board since 2015. She retired in December 2019 as a Vice President and Chief Financial Officer for Green Mountain Power Corporation, which prior to its acquisition in 2007 by Gaz Metro, L. P. was a publicly-traded, SEC reporting company. Prior to March 2006 she was the Chief Financial Officer at Northwestern Medical Center (NMC) in St. Albans, Vermont, and returned on an interim basis to serve as NMC's Chief Administrative Officer from March 2020 through December 2020. She is a certified public accountant (CPA) (inactive license) and holds a Bachelor of Science degree from Castleton University. Recently, Dawn completed her 10 year appointment serving NMC's Board of Directors and as Chair of its finance committee. Dawn is a past Trustee of Champlain College in Burlington, a gubernatorial appointee to the Vermont Education and Health Building Financing Agency (VEHBFA), a member of the Boards of United Way of Chittenden County and Goodwill of Northern New England and is a Rotarian in the St. Albans and Colchester Rotary clubs. Dawn's years of experience as a Chief Financial Officer and knowledge of SEC reporting requirements add valuable strength to the Board. Dawn previously served on the Company's Audit Committee and is currently the Chair of Compensation Committee. Steven Cote joined Union Bank's board in January 2026. Steve joined Chalmers Insurance Group in 2000 and, in 2014 assumed the role as President. In additional to leading the insurance group, he serves as a commercial lines account executive and oversees carrier relations, strategic planning initiatives, and the development of high-quality client service experiences. With 34 years of experience in the insurance industry, Steve has held various leadership and operational roles that have provided him with a deep understanding of business dynamics across northern New England. Steve currently serves on the Acadia Insurance Board of Advisors, the Selective Insurance Northeast Region Producer Council, and the Liberty Mutual Small Business Advisory Counsel as a constituent agent. He also serves a Vice President and Trustee of Fryeburg Academy where he has served for 19 years and serves on the advisory board of the Kendall C. & Anna Ham Charitable Foundation. Steve's years of experience in the insurance industry add value and insight regarding business risks for many industries across the Company's market area. Walter Frame III joined Union Bank's board in November 2025. Walter is the Chief Operating Officer at von Trapp Family Lodge & Resort in Stowe Vermont where he oversees the business activities for the 2,500 acre resort including its hotel, brewery, cross country skiing, mountain biking and other recreational amenities, homeowner association management, and real estate sales and development. Prior to Trapp Family Lodge, he was Vice President and Director of Real Estate Development at Spruce Peak Realty, LLC (AIG Global Real Estate), where he administered all development, governance and operations for the planned resort community Spruce Peak at Stowe, and was integral in the formation of Spruce Peak Arts Center Foundation. Prior to his ventures in Vermont, Walter was a regional financial controller for Destination Hotels & Resorts in Colorado, a hospitality and property management company. Walter's board service includes Copley Hospital, Stowe Land Trust, Vermont Chamber of Commerce, Vermont Business Roundtable, the Stowe Area Association and Pitkin County Colorado Financial Advisory Board. Walter's extensive education and experience in the travel and tourism business, which is an important business segment in our markets add further depth to our Board. Mary Parent joined the Company's Board in 2023 and has been a Union Bank director since 2022. Mary is currently serving as a Director and Chair of the Business Law Group for Downs Rachlin Martin PLLC in St. Johnsbury, Vermont. Mary holds a law degree from Boston College Law School (Boston, MA) and a Bachelor of Arts in biological sciences from Smith College (Northampton, MA). She is an active member in the local community. She serves as a Corporator of the Northeastern Vermont Regional Hospital (NVRH) and as a community volunteer on NVRH's Philanthropy Committee. She recently completed her terms as both a Trustee and Chair of the Board of Trustees of NVRH. She also serves as a Corporator of the St. Johnsbury Development Fund. She previously served as the President of the Board of Directors of the St. Johnsbury Chamber of Commerce and Vice-Chair of the Fairbanks Museum Board of Trustees, as well as on several other non-profit boards. She is a member of both the Vermont and New Hampshire Bar Associations. Mary serves on the Company's Compensation Committee and Union Bank’s Wealth Management Group Committee and its Executive Loan Committee. Nancy Putnam joined the Company's Board in 2018 and has served on Union Bank's board since 2017. Nancy retired from Marckres Norder and Company, an accounting firm in Morrisville, in 2017, where she practiced as a CPA for 21 years. Prior to this, Nancy was Vice President and Trust Officer for the former Franklin Lamoille Bank in Morrisville, Vermont. Nancy is active in the community, having served on the executive, compensation, and finance committees of the Board of Trustees of Copley Hospital, where she also served as Board chair for two years. Nancy is a past member of the finance committee for the Town of Cambridge and volunteered with the Smuggler's Notch Adaptive Ski Program and serves as Treasurer of both the Bryan Memorial Gallery and the Cambridge Food Shelf. Nancy's considerable experience as a CPA and previous community bank experience add valuable insight to our Board. Nancy currently serves as Chair of the Audit Committee and serves on Union's Wealth Management Committee. Nancy is the designated "audit committee financial expert" and as such is the Audit Committee representative on the Company's Disclosure Control Committee.

  2. Director Qualifications

    Gregory (Greg) Sargent joined the Company's Board in 2021 and has been a Union Bank director since 2020. Greg is the former managing director of Kittell Branagan and Sargent, a public accounting and consulting firm in St. Albans, Vermont where he has practiced as a CPA since starting the firm in 1986. Before being appointed managing director, Greg was in charge of the firm’s quality control system. Greg currently serves as the treasurer for the Vermont Arts Council and Northwestern Medical Center, and has previously been a member of several nonprofit boards in northwestern Vermont, holding positions of treasurer and president. Greg is a graduate of Southern New Hampshire University and earned a Bachelor of Science degree in accounting. He is a member of the Vermont Society of CPAs and the American Institute of Public Accountants. Greg’s considerable experience as a CPA and knowledge of our important local markets adds valuable insight to the Board. Greg serves on the Company's Audit Committee and Union’s Wealth Management Committee. Timothy Sargent joined the Company's Board in 2011 and has served as the Board's Vice Chairman since 2019. He has served on Union Bank's Board since 2010. Tim holds a law degree from Vermont Law School (South Royalton, Vermont) and a Bachelor of Science from Bates College (Lewiston, Maine). Tim is the principal attorney at Sargent Law Office, PLLC, located in Morrisville, VT and has been with the firm for over twenty years. He is an active member in the local community and cares very deeply about the economic health and vitality of the region. Tim served more than eight years as Trustee on the Morrisville Water & Light Department, was a Rotarian for a number of years with the Morrisville Rotary Club (in which he was president) and on the Board of Directors for the "start-up" Morrisville Food Cooperative here in Morrisville, Vermont. Tim currently sits on the Ron Terrill Scholarship Fund, which awards annual college scholarships to local graduating high school students in the immediate region. The Company values Tim's legal insights, knowledge of local businesses and perspectives. Tim serves on the Company's Audit Committee and Union's Executive Loan Committee. David Silverman became President of the Company and the Bank on April 1, 2011 and CEO of both in May 2012. He was appointed to the Bank's Board of Directors in November 2010 and elected to the Company's Board at the 2011 annual meeting. David has been with the Bank for 39 years and before becoming President, served in many capacities, including as Vice President of the Company and Senior Vice President and Senior Loan Officer of the Bank. David has been active in the community having served on the Boards of the Stowe Area Association, Lamoille County Mental Health Services, the Morristown Development Review Board and the Lamoille Economic Development Corporation. He also served as Chair of the Board of Lamoille Health Partners (f/k/a Community Health Services of the Lamoille Valley) for eight years and on the Executive Committee of the Vermont Bankers Association. He recently concluded a ten-year term on the Copley Hospital Board of Trustees where he previously served as Chair and continues to serve as a Trustee of the Vermont State College system. David's many years of service to the Company in various positions, and his day-to-day leadership since becoming CEO in 2012 provide the Board with the benefit of his thorough knowledge of the Company's business operations, markets and strategic challenges and opportunities. David serves on the Company's Disclosure Control Committee, the Bank's Wealth Management Committee and Executive Loan Committee, and all three of the Bank's local advisory boards. Janet Spitler joined the Company's Board in 2022 and has been a Union Bank director since April 2021. Janet retired at the end of 2024 as the Chief Financial Officer for Evernorth, a nonprofit organization that develops and finances housing and other community investment projects for low and moderate income people across northern New England. Janet is also a member of the board of directors of the Vermont Community Loan Fund. Janet has 24 years of banking experience and was previously CFO and Executive Vice President for publicly traded Merchants Bancshares, Inc., and its subsidiary Bank, Merchants Bank. She has also served as past Board member and Board chair of Housing Vermont (a predecessor to Evernorth) and previously served on the boards of VSECU and the Humane Society of Chittenden County. Janet is also a past member of the United Way’s Women’s Council and the Vermont Tax Advisory Board. Janet is a graduate of William Smith College and Syracuse University. Janet’s considerable experience in banking and finance and knowledge of SEC reporting requirements adds valuable insight to our Board. Janet serves on the Company's Audit and Compensation Committees. Jeffrey Weidley was selected in February 2026 as successor to President and CEO, David Silverman, who will retire. In accordance with the management succession plan, Jeff will become President of the Company and Union on May 4, 2026 and will become CEO in July 2026 when David retires. Jeff will be appointed to Union's Board on or about May 4, 2026. Jeff joins the Company and Union from his current position as Executive Vice President-Chief Deposit Officer of MVB Bank, based in Reston Virginia, a position he has held since January 2025. He previously worked in senior leadership roles at Sandy Spring Bank, based in Columbia, Maryland, where he served as its Senior Vice President-Director of Omni Channel Strategy and Digital Sales from December 2021 to January 2025 and as its Senior Vice President-Business Banking and SBA Division Leader between February 2014 and November 2021. Jeff is a professor and advisor for the financial institutions program at Loyola University and is a faculty member for the Stonier Graduate School of Banking sponsored by the American Bankers Association. Jeff's affiliations prior to joining the Company and Union include past President of Northern Anne Arundel County Chamber of Commerce, board member of Baltimore Washington Medical Center Foundation, and past treasurer of the Baltimore Hispanic Chamber of Commerce. Jeff's years of banking experience and commitment to community activities will add valuable insight to our Board.

  3. Director’s Compensation

    Director’s Compensation Directors’ fees, committee fees and advisory board member fees for service on the Boards of the Company and Union Bank are determined annually by the Company’s Board of Directors, upon recommendation of the Compensation Committee ("Committee"). The appropriateness of the fees paid and the fee structure are reviewed on a periodic basis by the Committee or the Company’s Board based on published surveys, consultant recommendations and available information on the director compensation practices of other financial institutions. In setting director compensation, the Compensation Committee and Board are guided by the framework outlined in the Company’s Director and Advisory Board Compensation Policy (the “Director Compensation Policy”). As described below, for 2025, compensation for the nonemployee directors consisted of cash payments and an equity award. Mr. Silverman, who serves as a director of the Company and the Bank, does not receive compensation for such service, other than the annual cash retainer for Company Board service. Director fees paid in cash for 2025 services consisted of retainers for Board and committee service. Directors also received a grant of restricted stock units (RSUs) with an approximate grant date value of $14,000. The schedule of fees in effect during 2025 for our nonemployee directors was as follows:

  4. Director’s Compensation

    | 2025 Company Director Fees | | 2025 Bank Director Fees | | | Annual Retainer | $12,500 | Annual Retainer | $26,000 | | Board Chair Additional Retainer | 5,800 | Board Chair Additional Retainer | 5,800 | | Vice Chair Additional Retainer | 1,250 | Vice Chair Additional Retainer | 1,250 | | Audit Committee Annual Retainer | 4,300 | Loan Committee Annual Retainer | 2,500 | | Audit Committee Chair Additional Retainer | 4,300 | Wealth Management Committee Annual Retainer | 2,500 | | Disclosure Control Committee Annual Retainer | 4,700 | Wealth Management Committee Chair Additional Retainer | 1,250 | | Compensation Committee Annual Retainer | 4,100 | Special Meetings - All Day | 900 | | Compensation Committee Chair Additional Retainer | 4,100 | Special Meetings - 1/2 Day | 500 | | CEO Succession Subcommittee Annual Retainer | 4,100 | | | | CEO Succession Subcommittee Chair Additional Retainer | 4,100 | | | | Director Succession Subcommittee Annual Retainer | 2,500 | | | | Director Succession Subcommittee Chair Additional Retainer | 1,250 | | | | Equity Compensation | 14,000(1) | | |

  5. Director’s Compensation

    (1)Actual equity grant is based on grant date closing price of the Company's common stock, as reported on the Nasdaq Stock Market, rounded up to the next whole share. In accordance with the Company’s Director Compensation Policy and as permitted under the terms of the 2024 Equity Incentive Plan, equity compensation was awarded to the Company’s nonemployee directors in 2025 in the form of RSUs. Each RSU awarded represents the right to receive one share of the Company’s common stock subject to continued Board service through the vesting period, which expires on May 19, 2026. The number of RSU’s awarded was calculated using a dollar amount of $14,000, divided by the closing price of the Company stock on the May 21, 2025 grant date ($31.00 per share), rounded up to the next whole share. This resulted in an equity award of 452 RSUs to each nonemployee director of the Company. On the May 19, 2026 vesting date, the RSUs will be settled in Company common stock on a one to one basis. Unvested RSUs will be forfeited in the event the nonemployee director terminates service as a Company director prior to the vesting date, other than in the event of his or her disability or death, as provided under the terms of the award. No separate equity award was made for service on the Board of Union Bank. Company and Union directors are eligible to participate in the Company’s 2020 Amended and Restated Executive Nonqualified Excess Plan, a nonqualified defined contribution plan which permits participants to elect to defer receipt of current cash compensation from the Company or Union in order to provide retirement or other benefits as selected in the individual adoption agreements. Additional information about the plan is contained elsewhere in this proxy statement under the caption “EXECUTIVE COMPENSATION - Deferred Compensation Plans.” Fees deferred during 2025 are reflected as Fees Earned or Paid in Cash in the 2025 Director Compensation Table below. The following table lists the annual compensation paid or awarded to each of the individuals who served during 2025 as nonemployee directors of the Company. The amounts shown below include compensation paid or awarded for service on the Boards of the Company and Union:

  6. 2025 Director Compensation Table

    2025 Director Compensation Table

  7. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($)(3) | Total ($) | | Joel. S. Bourassa | $30,567 | $14,012 | $— | $44,579 | | Dawn D. Bugbee | 50,200 | 14,012 | — | 64,212 | | Mary K. Parent | 49,158 | 14,012 | — | 63,170 | | Nancy C. Putnam | 58,946 | 14,012 | — | 72,958 | | Gregory D. Sargent | 50,467 | 14,012 | — | 64,479 | | Timothy W. Sargent | 52,850 | 14,012 | — | 66,862 | | Janet P. Spitler | 54,450 | 14,012 | — | 68,462 | | Cornelius Van Dyke | 63,725 | 14,012 | — | 77,737 |

  8. 2025 Director Compensation Table

    ____________________ (1)Includes fees paid to the named individuals for service on the Boards of Directors and committees of both the Company and Union Bank throughout 2025. The annual cash retainer paid to President and CEO David Silverman during 2025 for service on the Company's Board is disclosed in the 2025 Summary Compensation Table. Mr. Silverman did not receive any committee fees or equity award for his service on the Company's Board, nor did he receive any fees for serving on the Board of Union Bank or its committees, or advisory boards. (2)For each of the named individuals, represents the number of RSUs granted (452) multiplied by the closing price of the Company’s common stock on the grant date (May 21, 2025), as reported on the Nasdaq Stock Market ($31.00). Other than the grant to Mr. Bourassa, which was forfeited upon is resignation from the Board in August, 2025, the RSU grants will be settled in common stock upon expiration of the vesting period on May 19, 2026, subject to satisfaction of the service requirement. As of December 31, 2025 the RSU grants reflected in the table were the only outstanding equity grants held by the named individuals. (3)Does not include earnings on deferred compensation under the Company’s 2020 Amended and Restated Executive Nonqualified Excess Plan, as such earnings were not paid or accrued at an above market or preferential rate.

  9. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation that was paid or accrued for each of our named executive officers (NEOs) during each of the two most recent fiscal years:

  10. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  11. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | David S. Silverman, President and CEO | 2025 | $492,752 | $123,188 | $182,773 | $61,756 | $860,469 | | | 2024 | $473,800 | $118,450 | $153,180 | $61,992 | $807,422 | | Karyn J. Hale, EVP, CFO and COO | 2025 | $294,217 | $58,843 | $90,943 | $30,351 | $474,354 | | | 2024 | $267,800 | $53,560 | $57,720 | $26,663 | $405,743 | | Jonathan J. Gould, EVP, Senior Commercial Lender, Union Bank | 2025 | $275,300 | $55,060 | $85,096 | $29,910 | $445,366 | | | 2024 | $264,710 | $52,942 | $57,054 | $27,002 | $401,708 |

  12. 2025 Summary Compensation Table

    ____________________ (1)Includes current voluntary deferrals by certain of the NEOs under the Company’s 2020 Amended and Restated Executive Nonqualified Excess Plan and Union’s 401(k) plan. (2)Represents contingent awards of restricted stock units (RSUs) granted under the 2024 Equity Incentive Plan (LTIP), pursuant to the terms of the 2025 and 2024 Equity Award Summaries, respectively, assuming achievement of target-level performance in the applicable plan year and disregarding (i) the effect of potential forfeitures, and actual performance results for the applicable periods. Based on actual 2025 performance attained under the provisions of the plan at the 98.48th percentile level and a closing price of $25.03 per share on February 4, 2026 as reported on the Nasdaq Stock Market, awards of RSUs were made to our NEOs for 2025 services, as follows: Mr. Silverman, 6,153 shares ($154,010); Ms. Hale, 2,939 shares ($73,563); and Mr. Gould, 2,750 shares ($68,833). Based on actual 2024 performance attained under the provisions of the plan at the 98.55th percentile level and a closing price of $32.70 per share on February 5, 2025 as reported on the Nasdaq Stock Market, final awards of RSUs were made to our NEOs for 2024 services as follows: Mr. Silverman, 4,528 shares ($148,066), Ms. Hale, 2,048 shares ($66,970) and Mr. Gould 2,204 shares ($66,185). (3)All amounts shown were earned under the Company’s Short-Term Incentive Performance Plan (STIPP) with respect to 2025 and 2024 services and performance, respectively, but paid during the first quarter of the following year. (4)Includes Union match on 401(k) plan salary deferrals and safe harbor contributions attributable to services rendered in the specified year and for 2025, also includes a profit-sharing contribution attributable to services rendered in the year but paid in the following year. In 2025 and 2024, respectively, for Mr. Silverman these amounts were: match of $10,500 and $10,175, safe harbor contribution of $10,500 and $10,350, and in 2025 profit-sharing contribution of $10,500. In 2025 and 2024, respectively, for Ms. Hale these amounts were: match of $10,117 and $8,447, safe harbor contribution of $10,117 and $8,447,and in 2025 profit-sharing contribution of $10,117. In 2025 and 2024 respectively, for Mr. Gould these amounts were: match of $9,970 and $8,667, safe harbor contribution of $9.970 and $8,667 and in 2025 profit-sharing contribution of $9,970. For 2024, a one-time cash bonus was paid in lieu of a profit sharing contribution in the following amounts: Mr. Silverman, $17,164, Ms. Hale, $9,769, and Mr. Gould, $8,251. For Mr. Silverman, also includes (i) Company contributions under Mr. Silverman's Supplemental Retirement Plan of $26,634 and $11,803 for the 2025 and 2024 plan years, respectively and (ii) Company director’s fees of $12,500 for both 2025 and 2024 paid in cash. Mr. Silverman does not receive equity compensation for serving as a director of Company, nor does he receive any separate compensation for serving as a director of Union Bank or on its advisory boards.

  13. Equity Compensation - Long-Term Equity Incentive Plan

    | Outstanding Equity Awards at December 31, 2025 | | | | | Stock Awards | | | Name | Number of Shares or Units that have not Vested (#) (1) | Market Value of Shares or Units that have not Vested ($) (2) | | David S. Silverman | 3,683 | $87,398 | | Karyn J. Hale | 1,666 | $39,534 | | Jonathan. J. Gould | 1,646 | $39,060 |

  14. Equity Compensation - Long-Term Equity Incentive Plan

    | Stock Vested | | | | | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | David S. Silverman | 4,344 | $100,477 | | Karyn J. Hale | 1,943 | $44,942 | | Jonathan J. Gould | 1,923 | $44,479 |

  15. Change in Control Agreements

    | Potential Payments Upon Change in Control | | | | Form of Compensation (1) (2) | No Discharge - Change in Control Related | Discharge without Cause or Resignation with Good Reason - Change in Control Related (3) | | David S. Silverman | | | | Base Salary and Bonus | $0 | $1,231,880 | | Medical, Dental, Vision and Prescription Benefits | $0 | $51,736 | | 401(k) contributions | $0 | $31,500 | | SERP contribution | $0 | $26,634 | | Accelerated vesting of equity awards (2) | $0 | $233,408 | | Total | $0 | $1,575,158 | | Karyn J. Hale | | | | Base Salary and Bonus | $0 | $353,060 | | Medical, Dental, Vision and Prescription Benefits | $0 | $38,568 | | 401(k) contributions | $0 | $30,351 | | Accelerated vesting of equity awards (2) | $0 | $109,277 | | Total | $0 | $531,256 | | Jonathan J. Gould | | | | Base Salary and Bonus | $0 | $330,360 | | Medical, Dental, Vision and Prescription Benefits | $0 | $32,151 | | 401(k) contributions | $0 | $29,910 | | Accelerated vesting of equity awards (2) | $0 | $104,317 | | Total | $0 | $496,738 |

  16. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below.

  17. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(4) ($) | Value of Initial Fixed $100 Investment based on:(3) Total Shareholder Return ("TSR") ($) | Net Income ($ millions) | | 2025 | 869,347 | 831,435 | 458,489 | 439,973 | 115.82 | 11.1 | | 2024 | 807,148 | 845,580 | 403,726 | 420,785 | 113.63 | 8.8 | | 2023 | 713,692 | 771,291 | 368,289 | 388,959 | 114.50 | 11.3 |

  18. PAY VERSUS PERFORMANCE DISCLOSURE

    ____________________ (1)David S. Silverman served as our PEO throughout each year presented. Karyn J. Hale was the sole Non-PEO NEO for 2023. Karyn J. Hale and Jonathan J. Gould were the Non-PEO NEOs for 2024 and 2025. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of SEC Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments pertaining to equity compensation, as described in footnote 3 below. (3)The Company TSR assumes $100 was invested in the Company’s common stock for the period starting December 31, 2022 through the end of the listed year and assumes reinvestment of dividends. Historical stock performance is not necessarily indicative of future stock performance. (4)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts pertaining to equity compensation for the PEO and the Non-PEO NEOs as set forth in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column in the table below are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  19. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 869,347 | (123,188) | 85,276 | 831,435 | | 2024 | 807,148 | (118,450) | 156,882 | 845,580 | | 2023 | 713,692 | (115,000) | 172,599 | 771,291 |

  20. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 458,489 | (56,952) | 38,436 | 439,973 | | 2024 | 403,726 | (53,251) | 70,310 | 420,785 | | 2023 | 368,289 | (52,000) | 72,670 | 388,959 |

  21. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  22. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 65,293 | (2,997) | 34,904 | (11,924) | 85,276 | | 2024 | 76,694 | (2,135) | 73,264 | 9,059 | 156,882 | | 2023 | 88,180 | 3,618 | 66,220 | 14,581 | 172,599 |

  23. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 29,348 | (1,343) | 15,705 | (5,274) | 38,436 | | 2024 | 34,461 | (898) | 32,949 | 3,798 | 70,310 | | 2023 | 37,118 | 1,527 | 27,873 | 6,152 | 72,670 |

  24. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return ("TSR")

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return ("TSR") The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company's cumulative TSR over the three most recently completed fiscal years.

  25. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.