Aminta Conant
About Aminta K. Conant
Independent director since 2006; age 71; CPA and MBA with prior CFO experience and Lean Six Sigma leadership in manufacturing. Currently part owner and Special Projects Manager at Caledonia Spirits/Barr Hill; previously CFO there and Director of Lean Six Sigma at Lydall, Inc. Her background brings accounting, finance, public-company process rigor, and operational excellence expertise to a community bank board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lydall, Inc. (NYSE) | Director of Lean Six Sigma programs | Not disclosed | Public-company process excellence experience; adds operational rigor |
| Caledonia Spirits/Barr Hill | CFO (prior), now Special Projects Manager and part owner | Not disclosed | Finance leadership; private company owner perspective |
External Roles
| Organization | Role | Status |
|---|---|---|
| Caledonia Spirits/Barr Hill | Special Projects Manager; part owner | Current |
| Caledonia Spirits/Barr Hill | Chief Financial Officer | Prior |
| Lydall, Inc. | Director of Lean Six Sigma | Prior |
| Public company boards | None disclosed | — |
Board Governance
- Committee assignments (2025): Audit member; Compensation Committee Chair; not on Corporate Governance/Nominating; no Bank Risk Management role .
- Independence: Board determined Conant is independent under NASDAQ standards; only Austin, Caldwell, and Couture are not independent .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; all attended the 2024 Annual Meeting (except Baker) .
- Board leadership: Separate Chair/CEO; lead independent director (Tom Adams) presides over executive sessions; Conant chairs Compensation, enhancing independent oversight of pay .
| Committee | Role | Effective Date |
|---|---|---|
| Audit (Community Bancorp.) | Member | Jan 1, 2025 |
| Compensation (Community Bancorp.) | Chair | Jan 1, 2025 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Director pay) | $41,856 | $44,550 |
| Fee Component (Non-employee directors) | Community Bancorp. | Community National Bank |
|---|---|---|
| Annual Retainer | $12,140 | $12,140 |
| Board Chair Retainer | $5,510 | — |
| Audit Committee Chair Retainer | $2,750 | — |
| Compensation Committee Chair Retainer | $2,750 | — |
| Governance Committee Chair Retainer | $2,750 | — |
| Board Meeting Fee | $775 | $775 |
| Committee Meeting Fee | $775 | $775 |
| Disclosure Control Committee Meeting Fee | $775 | — |
| Advisory Council Meeting Fee | — | $645 |
- Structure: Outside directors paid only cash; no stock-based director compensation; may defer fees to a cash account at CD-rate; no current participants; legacy directors’ retirement plan accruals exist but not for Conant .
Performance Compensation
- Directors: No equity, options, or performance-linked pay for directors; all fees in cash; no director-specific performance metrics disclosed .
- Executive pay governance (as Compensation Chair context): Executive Officer bonuses use weighted metrics (IDC rating, ROAA, non-performing loans %, overhead/avg assets, Board evaluation) with threshold/target/stretch and a bonus multiplier; 2024 multiplier 72.63% and 25% target award resulted in 18.158% of salary bonuses paid in Feb 2025 . The plan includes a three-year recoupment (clawback) on restatements .
| Executive Incentive Metrics (for context) | Threshold | Target | Stretch | Actual | Weight |
|---|---|---|---|---|---|
| Return on Average Assets | ≥1.25% | ≥1.32% | ≥1.40% | 1.21% | 30% |
| IDC Rating | 200–249 | 250–299 | 300+ | 248 | 25% |
| Board Subjective Evaluation | 3.00 | 4.00 | 5.00 | 4.50 | 20% |
| Overhead Expense / Avg Assets | 2.30% | 2.22% | 2.14% | 2.18% | 15% |
| Non-Performing Loans / Avg Loans | 1.00% | 0.75% | 0.50% | 0.98% | 10% |
Other Directorships & Interlocks
- Public company boards: None disclosed for Conant .
- Related-party transactions: Proxy lists legal and fuel service relationships for other directors; no related-party transactions disclosed involving Conant .
Expertise & Qualifications
- CPA and MBA; prior CFO and manufacturing operational leadership (Lean Six Sigma) .
- Brings public-company scale experience (Lydall) and private owner/operator perspective (Caledonia Spirits) .
Equity Ownership
| Snapshot (Record Date: Mar 26, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 6,904 |
| Ownership % of Outstanding | 0.14% (of 5,596,981 shares) |
| Direct vs. Indirect Breakdown | Includes 5,884 shares held in a family trust |
| Pledged Shares | None disclosed for Conant (Marsh has 28,556 pledged) |
| Director Stock Ownership Guideline | 10,000 shares target |
| Compliance Status | Below guideline; directors below target are expected to invest 25% of total Board compensation annually in CMTV shares |
| Hedging Policy | No explicit hedging prohibition adopted; insiders are advised to avoid speculative transactions; no known hedging activity by insiders as of proxy date |
Insider Trades and Section 16 Compliance
| Year | Conant Section 16 Compliance | Notes |
|---|---|---|
| 2024 | Timely (no delinquent filings indicated for Conant) | Proxy reports untimely Form 4s only for Moore and Laforce in 2024 |
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay passed: For 2,216,311; Against 198,142; Abstain 205,077; Broker non-votes 842,783 .
- Say-on-frequency: Three-year received most votes (1,586,622 vs 1-year 739,312 and 2-year 225,545; Abstain 68,051; broker non-votes 842,783) .
Governance Assessment
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Strengths:
- Independent director with audit and compensation governance roles; chairs Compensation Committee, providing experienced oversight of executive pay .
- Financial and operational expertise (CPA, MBA, Lean Six Sigma) supports board effectiveness in a regulated banking environment .
- Attendance at least 75% and engagement at annual meeting aligns with governance expectations .
- Compensation program overseen by her committee includes objective, risk-aware metrics and a clawback provision, aligning pay with performance and discouraging excessive risk .
-
Watch items:
- Ownership alignment: Conant holds 6,904 shares vs 10,000-share guideline; expected annual investment of 25% of board compensation may mitigate, but the shortfall remains as of the record date .
- Committee composition: Compensation Committee includes non-independent member (Austin) under NASDAQ standards; charter requires only a majority independent, which is met, but presence of management-affiliated members merits ongoing monitoring for pay independence .
- Hedging policy gap: Company does not explicitly prohibit hedging by insiders, though no hedging is known; lack of prohibition is shareholder-unfriendly in some frameworks and can weaken alignment optics .
-
RED FLAGS:
- None specific to Conant in related-party transactions, pledging, or Section 16 compliance; no director equity grants, repricing, or tax gross-ups disclosed for directors .
-
Investor implications:
- Conant’s chair role on Compensation and finance/operations background are positives for pay governance and risk oversight.
- The ownership guideline shortfall is a modest alignment issue to track; progress should be evident via required annual purchases from board compensation .
- Monitor committee independence balance and the company’s stance on hedging to assess continued alignment with best-practice governance standards .