DEF 14A of Community Bancorp /VT
Filed Apr 9, 2025 · FY20240001174947-25-000534
How many votes are required for the election of directors (Proposal 1)?
How many votes are required for the election of directors (Proposal 1)? Under our Amended and Restated Articles of Incorporation and bylaws, in order to be elected under Proposal 1 (Election of Directors) a nominee for director must receive the affirmative vote of the holders of at least a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Broker non-votes, if any, and shares represented by proxies or ballots marked “WITHHOLD” on Proposal 1, with respect to one or more individual nominees or the entire slate of nominees, will have the same effect on the outcome of the election as a vote against the nominees or slate of nominees, as the case may be.
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Our Amended and Restated Articles of Association and our Bylaws provide for a Board of no fewer than nine and no more than twenty-five directors, to be divided into three classes, as nearly equal in number as possible, each class serving for a period of three years. The Board of Directors currently consists of fifteen members, including five whose terms will expire at the 2025 Annual Meeting. After 16 years of dedicated service on our Board, Director Fredric Oeschger, whose term expires at the Annual Meeting, will retire from the Board. Accordingly, the Board has voted to fix the number of directors at fourteen for the ensuing year. The other five directors whose terms expire at the 2025 Annual Meeting are David P. Laforce, Wayne A. Lamberton, Stephen P. Marsh, Carol A. Martin, and Jeffrey L. Moore. Each has been nominated to stand for election for a three-year term expiring at the 2028 Annual Meeting (Proposal 1). Unless authority is withheld, proxies we solicit will be voted in favor of the five nominees to hold a three-year term of office or until their respective successors are elected and qualify. If for any reason not now known to the Company, any of such nominees should not be able to serve, proxies will be voted for a substitute nominee or nominees designated by the Board of Directors, or to fix the number of directors at fewer than fourteen, as the directors in their discretion may deem advisable. The table below contains certain information concerning each of the five nominees and each incumbent director whose term of office will continue following the Annual Meeting. Additional biographical and background information about each of them follows the table, under the caption “Continuing Director and Nominee Qualifications.”
PROPOSAL 1 - ELECTION OF DIRECTORS
| | | Director of Community | | Name and Age | Principal Occupation | Bancorp. Since (1) | | Nominees (if elected) to serve until the 2028 Annual Meeting: | | | | David P. Laforce, 51 | President and Owner, | 2018 | | | Built By Newport | | | | Newport, VT | | | | (wood furniture and component manufacturing) | | | Wayne A. Lamberton, 59 | Co-Owner and Managing Partner, | 2025 (2) | | | Superior Development, LTD. | | | | Barre, VT | | | | (real estate development company) | | | Stephen P. Marsh, 77 | Board Chair, | 1998 | | | Community Bancorp. and Community National Bank | | | | Derby, VT | | | Carol A. Martin, 61 | Vice President Finance US & Head of Group | 2022 | | | Accounting and Reporting | | | | Weidmann Electrical Technology, Inc. | | | | St. Johnsbury, VT | | | | (electrical technology company) | | | Jeffrey L. Moore, 63 | President and Owner, | 2019 | | | Quest Industries, Inc. | | | | St. Johnsbury, VT | | | | (freight logistics company) | | | Incumbent directors serving until the 2026 Annual Meeting: | | |
PROPOSAL 1 - ELECTION OF DIRECTORS
| Thomas E. Adams, 78 | Owner, | 1986 | | | NPC Realty Co., Inc. | | | | Holland, VT | | | Jacques R. Couture, 74 | Owner, | 1992 | | | Dairy Farm/Maple Products | | | | Westfield, VT | | | Emma L. Marvin, 44 | Owner, | 2020 | | | Butternut Mountain Farm | | | | Morrisville, VT | | | | (maple production) | | | James G. Wheeler Jr., 76 | Attorney, Of Counsel, | 2011 | | | Downs Rachlin Martin PLLC. | | | | St. Johnsbury, VT | | | | (law firm) | |
PROPOSAL 1 - ELECTION OF DIRECTORS
| Incumbent directors serving until the 2027 Annual Meeting: | | | | Kathryn M. Austin, 67 | Director, | 2013 | | | Community Bancorp. and Community National Bank | | | | Derby, VT | | | Bruce L. Baker, 60 | Founding Member and Principal, | 2021 | | | Clarke Demas & Baker PLLC. | | | | Burlington, VT | | | | (law firm) | | | David M. Bouffard, 67 | Former Co-Owner, | 2014 | | | Derby Village Store | | | | Derby, VT | | | Christopher L. Caldwell, 59 | President, Chief Executive Officer and Director | 2024 | | | Community Bancorp. & Community National Bank | | | | Derby, VT | | | Aminta K. Conant, 71 | Part Owner and Special Projects Manager | 2006 | | | Caledonia Spirits, Inc./Barr Hill | | | | Montpelier, VT | | | | (distillery) | |
PROPOSAL 1 - ELECTION OF DIRECTORS
| (1) Each person named in the table is also a director of Community National Bank. | | (2) Appointed to the Board of Directors of the Company and Community National Bank effective January 1, 2025. |
Continuing Director and Nominee Qualifications
Continuing Director and Nominee Qualifications As a community banking organization operating in a heavily regulated industry, we rely on our Board of Directors for knowledge of our local markets, business acumen and strategic vision. Each incumbent director and nominee lives or works (unless retired) in the markets we serve, and brings a unique background, perspective and set of skills to our Board. This provides our Board as a whole with a thorough understanding of our local markets, and significant competence and experience in a wide variety of areas, including corporate governance, real estate, insurance, building trades, real estate development, agriculture, energy and commodities, the law and business management. In addition, many of our directors are long-serving members of our Company and Bank Boards, whose past contributions and industry knowledge, judgment and leadership capabilities have benefited our Company over the years and through multiple economic cycles. The information below summarizes for each nominee for re-election and each director whose term will continue after the Annual Meeting, the specific experience, qualifications, attributes and skills that led our directors to conclude that the individual should serve on our Board. We also believe that in their professional lives and Board service, each has demonstrated adherence to high ethical standards and a strong commitment to service to the Company and our Board. Thomas Adams – Tom has served as a director of the Boards of the Company and the Bank since 1986. At the time of his initial election, he was the President and Chief Executive Officer (“CEO”) of Newport Plastics, where he had also served as the Chief Financial Officer (“CFO”) for many years. He is the owner of NPC Realty and until his retirement in November 2010, he was a real estate agent at Coldwell Banker All Seasons Realty (now Re/Max All Seasons Realty). In addition to his business interests, Tom served for several years on the board of North Country Hospital in Newport, Vermont, including as its Chairman and Treasurer. He also served for several years as a trustee of the Haskell Free Library and Opera House in Derby Line, Vermont. Tom holds an accounting degree from the University of Vermont. He brings to the Board extensive business experience, familiarity with accounting procedures, and broad knowledge of the community. He chairs the Company’s Audit Committee and also serves on the Compensation Committee. He lives in Holland, Vermont. Kathryn Austin – Kathy retired as the President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank on December 31, 2024. She served in these roles since January 2017. She also served as President of the Bank from January 2016 to January 2024, when Mr. Caldwell succeeded her to that office. From January 2014 until her appointment as CEO she also served as the Bank’s Chief Operating Officer. Kathy was appointed to the Bank’s Board of Directors in January 2012 and was first elected to the Company’s Board at the 2013 Annual Meeting. She joined the Bank in 1980 and over the years has held many management positions. Kathy served as Executive Vice President of both the Company and the Bank from 2011 to 2016, and as Vice President of the Company and Senior Vice President of the Bank from 2004 to 2011, responsible for the Bank’s Retail Banking, Human Resources and Marketing departments. Until her retirement from the Company at the end of 2024, Kathy also served on the Board of Managers of our trust company affiliate, CFSG. Her many years of service to the Company in a variety of positions provide her with valuable insights into the Bank’s day-to-day operations, adding further depth and community banking expertise to the Board. Kathy is a graduate of the New England School of Banking at Williams College and the Stonier Graduate School of Banking at Georgetown University. She currently serves as a Board Member of the Northeast Kingdom Collaborative, and of Northeast Kingdom LLC, as a Board Member of the Vermont Community Foundation and as a board member of the Vermont Chamber of Commerce. She is a past Chairman of the Vermont Bankers Association and serves on the ABA’s Community Bankers Council and Government Relations Council. She serves on the Company’s Corporate Governance/Nominating and Compensation Committees and on the Bank’s Risk Management Committee. She lives in Morgan, Vermont. Bruce Baker – Bruce was appointed to the Boards of the Company and the Bank in 2021. He is commercial lawyer, with over 30 years of experience working with financial institutions, entrepreneurs and business owners, focusing on commercial lending, secured transactions, business planning, real estate development and land use. He is a founding member and principal of the law firm of Clarke Demas & Baker PLLC in Burlington, Vermont, and is the owner and CEO of Green Castle Group, LLC, a real estate development, management and consulting company, also based in Burlington. Bruce has served on the Burlington Planning Commission since 2010 and is its Vice Chair. As a successful lawyer and entrepreneur and lifelong resident of the greater Burlington area, Bruce brings to the Board his sound professional judgment and knowledge of the Chittenden County market, as well as expertise in the field of real estate development and management. He serves on the Company’s Audit and Compensation Committees. He lives in Burlington, Vermont. David Bouffard –Dave joined the Boards of the Company and the Bank in 2014 and is a life-long resident of the area. He and his wife Beth owned the Derby Village Store in Derby, Vermont from 2000 until its sale in November 2020. Dave is now retired. Prior to purchasing the store, he acquired retail management experience as the Manager of the Grand Union grocery store in Newport. Dave has served on various local boards and is a past Board Chair of North Country Hospital and also served on its finance committee. His perspective as a small business owner for twenty years and his knowledge of our Orleans County market area add further depth to our Board. Dave serves on the Company’s Audit and Compensation Committees. He lives in Newport Center, Vermont and Folly Beach, South Carolina. Christopher Caldwell – Chris joined the Boards of the Company and the Bank in January 2024. He became President of the Bank in 2024 and became President and CEO of the Bank and Company in January 2025 following Kathy Austin’s retirement. He has over thirty years of experience in the banking and business consulting industries. Chris also served previously as the Bank’s Executive Vice President and Chief Loan Officer. Before joining the Company, Chris was the Senior Vice President and Head of Indiana Commercial/Business Banking at Northwest Bank from April 2020 to March 2021. Prior to that he was the Senior Vice President of Commercial and Business Banking at MutualBank in Indiana from 2005 to 2020 before its acquisition by Northwest Bank in April 2020. Chris is a 2008 Graduate of the Stonier Graduate School of Banking. He holds a Master’s Degree in Business Administration from Anderson University, a Master’s Degree from Ohio University and a Bachelor of Science Degree from Manchester College. Chris is the Chair of the Green Mountain United Way Board of Directors. He also serves as a Board Member of the Manchester University Board of Trustees and the NEK Collaborative board. The breadth of banking experience that Chris brings to the Board is particularly valuable, especially in the all-important area of commercial lending. Chris serves on the Company’s Corporate Governance/Nominating Committee and on the Bank’s Risk Management Committee. He lives in Newport, Vermont.
Continuing Director and Nominee Qualifications
Aminta Conant – Minty joined the Boards of the Company and the Bank in 2006. She is a successful business woman with experience running manufacturing facilities in Vermont, New Hampshire and North Carolina. For several years Minty has provided business consulting services to companies across the United States and Europe. She is part owner of the Vermont distillery, Caledonia Spirits / Barr Hill, at which she currently serves as Special Projects Manager and previously served as CFO. Previously, she served as the director of Lean Six Sigma programs for Lydall, Inc., an international manufacturing company listed on the New York Stock Exchange. Minty is a CPA and has an MBA degree, and brings to the Board not only her experience and knowledge of accounting, finance, and good business practices, but also her experience in working in a public company much larger than Community Bancorp. That perspective is a rarity for community bank directors and a real asset to the Board. She serves on the Company’s Audit Committee and chairs the Compensation Committee. Minty has been a director since 2006, and prior to that served on our St. Johnsbury Advisory Board. She lives in Barnet, Vermont. Jacques Couture – Jacques joined the Boards of the Company and the Bank in 1992, and prior to that he served on our Troy Advisory Board. Jacques is a former dairy farmer and currently operates Couture's Maple Shop/B&B on their family farm in Westfield. They produce maple syrup from their 8000-tap maple sugarbush, and retail a wide variety of maple products from their farm store and through their mail order business. He has served on numerous governmental, non-profit and industry-related boards, including the Westfield Select Board, the Vermont Maple Association and the Cooperative Insurance Companies, among others. He brings relevant board experience and an agricultural perspective to our Board, where he chairs the Corporate Governance/Nominating Committee and also serves on the Bank’s Risk Management Committee. He lives in Westfield, Vermont. David Laforce – Dave joined the Boards of the Company and the Bank in 2018. He owns and operates Built by Newport, a wood furniture and component manufacturing company that has been family owned since the 1960s. Dave’s experience as a small business owner and familiarity with the local woods products industry, which is so important to our regional economy, provides valuable perspectives and insight to our Board. He is a lifelong resident of the Newport-Derby area and over the years has served on several local boards. Dave serves on the Company’s Corporate Governance/Nominating Committee and on the Bank’s Risk Management Committee. He lives in Derby, Vermont. Wayne Lamberton – Wayne was appointed to the Boards of the Company and the Bank in January 2025. He is a central Vermont native and served in the United States Army before starting Lamberton Electric upon his return from service. After selling Lamberton Electric, he started Superior Development, a real estate development company which he manages today. He has been the developer and manager of several successful businesses, including Maplewood Convenience Stores and the central Vermont Comfort Inn. He has been a member of the Bank’s Central Vermont Advisory Board since its inception in the early 2000’s and the Company’s state-wide Advisory Committee. Wayne serves on the Company’s Corporate Governance/Nominating Committee and the Bank’s Risk Management Committee. He lives in Berlin, Vermont. Stephen Marsh – Steve has served as Chair of the Boards of Directors of the Company and the Bank since 2011 and was first appointed to the Board in 1998. He served as CEO of the Company and the Bank from 2008, until his retirement at the end of 2016 and previously served as President of both entities from 2004 through the end of 2015. He began his employment with the Bank in 1973, serving over the years in various managerial capacities, including as Chief Financial Officer and Chief Operating Officer of the Company and the Bank prior to becoming President and Chief Executive Officer. He also serves on the Orleans County Child Advocacy Board. Steve serves on the Company’s Compensation and Corporate Governance/Nominating Committees and on the Bank’s Risk Management Committee. He lives in Newport, Vermont. Carol Martin – Carol joined the Boards of the Company and the Bank in 2022. She is the Vice President Finance US and Head of Group Accounting and Reporting for Weidmann Electrical Technology Inc. in St. Johnsbury, Vermont. Carol is a Vermont licensed Certified Public Accountant who has been working with Weidmann in various finance positions since 1993. She is responsible for the Group consolidation of the financial reports for Weidmann Holding AG (headquartered in Rapperswil, Switzerland) and affiliated corporations located throughout the globe. She is also responsible for overseeing the finance organizations of the Weidmann affiliated corporations within the US, Brazil, Mexico and Canada. Carol served on the Bank’s Advisory Council since its inception in early 2018. Carol lends her time and talents to serve many non-profit organizations. She is the Treasurer of WE Care Inc., a Weidmann employee non-profit organization providing financial assistance to employees experiencing hardships, a board member of the Echo Lake Protective Association, Secretary of the Board for the St. Paul School Foundation and a member of the Vermont Community Foundation. Carol serves on the Company’s Audit and Compensation Committees. She lives in Barton, Vermont. Emma Marvin – Emma joined the Boards of the Company and the Bank in January 2020. She is the co-owner and co-CEO of Butternut Mountain Farm in Morrisville, Vermont. She graduated from Cornell University with a degree in Natural Resource Management. Since 2004, Emma has worked for the second generation, family-owned business helping to promote the growth from a family farm operation to a business that employs 150 people, purchases maple syrup from over 400 Vermont farms and operates a 150,000 square foot production and distribution facility. In 2014, she was recognized as Vermont Maple Person of the Year and in 2018 received the President’s Award from the International Maple Syrup Institute. She serves on the Vermont Maple Sugar Association Board, the Friends of Green River Reservoir Board and the Maple Syrup Institute Board. She is also a steering committee member of the Federal Reserve Bank of Boston’s Working Communities Challenge for Vermont. Emma brings to our Board knowledge of our central Vermont market area and significant experience in the maple products business, an important business segment throughout our market areas. Emma serves on the Company’s Corporate Governance/Nominating Committee and on the Bank’s Risk Management Committee. She lives in Hyde Park, Vermont. Jeffrey Moore – Jeff joined the Boards of the Company and the Bank in 2019. He is the owner and president of Quest Industries, Inc., a freight logistics company based in St. Johnsbury, Vermont, and is also the owner of the Wells River Chevrolet dealership based in downtown Wells River Vermont. Jeff is a lifelong resident of the Northeast Kingdom and currently serves on the NVRH West Wing Committee, and the Catamount Arts Advisory Council. Jeff brings to the Board a deep knowledge of our important Caledonia County market and considerable experience as a successful business owner and manager. Jeff serves on the Company’s Corporate Governance/Nominating Committee and on the Bank’s Risk Management Committee. He lives in Westmore, Vermont.
Continuing Director and Nominee Qualifications
James Wheeler – Jake joined the Board in 2011. In addition to his service on our Board, he has been a guiding force with the Company's trust company affiliate, CFSG, for many years, having served on its Board of Managers since its formation in 2002. Jake has practiced law in St. Johnsbury since 1974 with the state's largest law firm, Downs Rachlin Martin PLLC, and has been a member of the firm since 1978 and is now Of Counsel to the firm. His practice focuses principally in the areas of corporate governance, transactions and financing; complex real estate acquisitions and financing; and trusts and estates. Jake received his undergraduate degree from Harvard University and his law degree from Boston University School of Law. He is a former board member of the Vermont Community Foundation and is a current member of the Foundation’s Community Advisory Group. He is a member of the Board of Directors of the David and Francis Smith Northeast Kingdom Chapter of Trout Unlimited. Jake's judgment and insight as a seasoned attorney provide a valuable addition to our Board. Jake serves on the Company's Audit and Compensation Committees. He lives in East Burke, Vermont. Information about our Board’s important role in the governance of our Company, including the Board’s committees, leadership structure and role in oversight of risks, is contained below under the caption “CORPORATE GOVERNANCE.”
Director Compensation Table
Director Compensation Table The following table shows the total compensation paid to each of our outside directors during 2024 for service on the Boards of the Company and the Bank. All such fees were paid in cash.
Director Compensation Table
| 2024 Director Compensation (1) | | | | Fees Earned or | | Name | Paid in Cash | | Thomas E. Adams | $45,925 | | Bruce L. Baker | 43,175 | | David M. Bouffard | 43,175 | | Aminta K. Conant | 44,550 | | Jacques R. Couture | 45,925 | | David P. Laforce | 43,175 | | Rosemary M. Lalime(2) | 14,180 | | Stephen P. Marsh | 50,235 | | Carol A. Martin | 43,175 | | Emma L. Marvin | 43,175 | | Jeffrey L. Moore | 43,175 | | Fredric Oeschger | 43,175 | | James G. Wheeler, Jr. | 43,175 |
Director Compensation Table
| (1) Does not include (i) earnings on directors’ fees deferred under the Directors’ Deferred Compensation Plan because interest on those amounts is not accrued at a preferential (above market) rate; or (ii) certain expense reimbursements related to board service such as for mileage and expenses related to attendance at director educational conferences. | | (2) Retired from the board at the Annual Meeting on May 14, 2024. |
Director Compensation Table
Election of a nominee for director will require the affirmative vote of a majority of the shares present at the Annual Meeting or represented by proxy at the meeting and entitled to vote. A vote to “WITHHOLD AUTHORITY” as to a nominee will have the same effect as a vote against such nominee. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1 TO ELECT INCUMBENT DIRECTORS LAFORCE, LAMBERTON, MARSH, MARTIN AND MOORE TO A THREE-YEAR TERM.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | Non-Equity | | | | | | | Incentive Plan | All Other | | | Name and Principal Position | Year | Salary (1) | Compensation (2) | Compensation (3) | Total | | Kathryn M. Austin | 2024 | $420,000 | $76,262 | $100,868 | $597,130 | | Chief Executive Officer, President | 2023 | $410,000 | $130,074 | $62,114 | $602,118 | | and Director, Community Bancorp. | | | | | | | and Chief Executive Officer and Director, | | | | | | | Community National Bank | | | | | | | Louise M. Bonvechio | 2024 | $263,625 | $49,025 | $72,982 | $385,632 | | Corporate Secretary and Treasurer, | 2023 | $251,125 | $79,670 | $64,058 | $394,853 | | Community Bancorp., Executive Vice | | | | | | | President, Chief Financial Officer and | | | | | | | Cashier, Community National Bank | | | | | | | Christopher L Caldwell | 2024 | $307,500 | $57,196 | $55,440 | $420,136 | | Vice President and Director, Community | 2023 | $240,875 | $76,418 | $55,812 | $373,105 | | Bancorp., President and Director, Community | | | | | | | Community National Bank | | | | | |
Summary Compensation Table
| (1) Amounts shown include voluntary salary deferrals under the Company’s Retirement Savings (401(k)) Plan and reflect base salary adjustments effective as of July 1 in 2024 and 2023. | | (2) Represents cash bonuses earned under the Officer Incentive Plan with respect to the 2024 and 2023 annual performance periods, respectively, and paid in February of the following year. | | (3) Amounts shown include discretionary profit-sharing contributions under the Retirement Savings Plan as follows: For 2024: Ms. Austin, $44,875, Ms. Bonvechio, $44,875 and Mr. Caldwell, $37,375; and 2023: Ms. Austin, $35,250, Ms. Bonvechio, $35,250 and Mr. Caldwell, $34,956. Also includes (i) matching employer 401(k) contributions under the Plan as follows: For 2024: Ms. Austin, $7,625, Ms. Bonvechio, $7,625 and Mr. Caldwell, $7,625; and 2023: Ms. Austin, $7,625, Ms. Bonvechio, $7,625 and Mr. Caldwell, $7,625; (ii) the taxable portion of employer-provided term life insurance benefits in excess of $50,000; (iii) taxable fringe benefit for personal use of a bank-owned automobile; and (iv) for 2024, Ms. Austin’s retirement gift (2021 Volvo XC60 T5). |
Retirement Savings Plan
Retirement Savings Plan Employees who are age 21 or over and who have completed at least one year of service (as defined in the plan) are eligible to participate in the Community Bancorp. and Designated Subsidiaries’ Retirement Savings Plan. The plan contains features of a so-called 401(k) plan which permit participants to make voluntary compensation deferrals on a tax-deferred and/or after-tax (ROTH) basis. The 401(k) plan maximum per participant contribution limit for 2024 was $23,000 ($30,500 for participants age 50 and older) and for 2025 is $23,500 ($31,000 for participants age 50 and older). During 2024, the Company matched 50 cents for each dollar of compensation deferred, up to 5% of compensation. This same matching contribution percentage is in effect for 2025. The plan also provides for discretionary profit-sharing contributions by the Company. During 2024, Ms. Austin, Ms. Bonvechio and Mr. Caldwell made voluntary salary deferrals and received matching employer contributions under the plan. Participants are at all times fully vested in their own compensation deferrals and in any rollover contributions from other plans. Vesting in any matching employer contribution begins after one year of service, with full vesting after six years of service. Vesting in any discretionary profit-sharing employer contribution begins in the first year of service, with full vesting after six years of service. Participants may direct the investment of their plan account among several funds maintained by the plan trustee, including a Community Bancorp. stock fund. Distributions of accounts are generally deferred until the participant’s death, disability or retirement, except in cases of financial hardship (as defined in the plan). Benefits are subject to income tax upon distribution and certain early withdrawals may be subject to an additional 10% penalty tax. Distribution of plan benefits may be in the form of an annuity, a lump sum in cash, or in certain circumstances, common stock of the Company. In addition to 401(k) compensation deferrals and matching employer contributions, the plan permits the Company to make a discretionary profit-sharing contribution in any year for the account of all participants, including the three executive officers named in the Summary Compensation Table. The amount of the contribution for any year is determined annually based on a calculation of the maximum allowable deductible contribution that the Company is permitted to make on behalf of the executives, but subject to the annual contribution limitations of the Internal Revenue Code. The profit-sharing contributions made for 2024 and 2023 to the account of Ms. Austin, Ms. Bonvechio, and Mr. Caldwell are included in the “All Other Compensation” column of the Summary Compensations Table.
Potential Payments Under Change in Control Agreements
Potential Payments Under Change in Control Agreements
Potential Payments Under Change in Control Agreements
| Executive Officer | Change in Control Payment (1) | | Louise M. Bonvechio | $661,590 | | Christopher L. Caldwell | $729,392 |
Potential Payments Under Change in Control Agreements
| (1) The amounts shown in the table are for illustrative purposes only, and are equal to two times the named executive officer’s highest total annual cash compensation (salary plus cash bonus) paid in any of the last three completed fiscal years. Payment is triggered only upon a discharge without cause or a termination by the executive for good reason in connection with a Change in Control. |
ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION
ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION The following table provides certain information on “Pay versus Performance” for the Principal Executive Officer (PEO) and the Non-PEO Named Executive Officers (NEO) for the years presented:
ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION
| | | | | | Value of | | | | | | | | Initial Fixed | | | | | | | | $100 | | | | | | | | Investment | | | | Summary | | Average Summary | Average Compensation | Based on | | | | Compensation | Compensation | Compensation Table | Actually Paid to | Total | | | | Table Total | Actually Paid | Total for Non-PEO | Non-PEO | Shareholder | Net Income | | Year | For PEO (1)(2) | To PEO (1)(2) | NEOs (1)(2) | NEOs (1)(2) | Return (3) | (in thousands) | | 2024 | $597,130 | $597,130 | $402,884 | $402,884 | $99 | $14,008 | | 2023 | $602,118 | $602,118 | $383,979 | $383,979 | $97 | $13,432 | | 2022 | $558,914 | $558,914 | $359,678 | $359,678 | $100 | $13,739 |
ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION
| (1) Throughout 2024, 2023 and 2022, Kathryn Austin served as the Company’s PEO and the Company’s remaining NEOs consisted of Louise Bonvechio and Christopher Caldwell. |
ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION
| (2) In accordance with the SEC’s calculation requirements, because the Company does not pay equity compensation, there is no difference between compensation amounts reported in columns (b) and (c), or columns (d) and (e). |
ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION
| (3) Stock price information used in the calculation of the Total Shareholder Return (TSR) is obtained from the OTCIQ website for the Company’s Ticker Symbol, CMTV. The calculation of the TSR includes reinvested dividends. |
ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION
In setting compensation for the PEO and the other two NEO’s, the Compensation Committee considers a variety of quantitative and qualitative factors and does not directly tie its decision making to changes in TSR or net income.