Bruce Baker
About Bruce Baker
Bruce L. Baker (age 60) is an independent director of Community Bancorp. (CMTV) appointed in 2021. He is a commercial lawyer and founding principal at Clarke Demas & Baker PLLC, and owner/CEO of Green Castle Group, LLC (real estate development and management), with deep expertise in commercial lending, secured transactions, real estate development and land use. He serves as Vice Chair of the Burlington Planning Commission (since 2010) and resides in Burlington, VT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clarke Demas & Baker PLLC (Burlington, VT) | Founding Member & Principal | Not disclosed | Commercial lending, secured transactions, real estate law expertise supporting board risk oversight |
| Green Castle Group, LLC | Owner & CEO | Not disclosed | Real estate development and management perspective; local market knowledge |
| Burlington Planning Commission | Vice Chair | 2010–present | Land use and development governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | N/A | No other public directorships disclosed |
| Burlington Planning Commission | Vice Chair | 2010–present | Municipal planning oversight |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member (not chair) .
- Independence: Board determined Baker is independent under NASDAQ standards; exceptions were limited to K. Austin (former CEO), C. Caldwell (current CEO), and J. Couture (sibling of CFO) .
- Attendance: Company Board held 4 regular and 4 special meetings in 2024; each incumbent director attended at least 75% of Company Board and committee meetings. All incumbent directors attended the 2024 shareholder meeting except Mr. Baker due to a prior commitment (attendance expectation remains high) .
- 2025 committee assignments (effective Jan 1, 2025): Audit (member), Compensation (member) .
- Director stock ownership guidelines: Target ownership of 10,000 shares; non-employee directors below target are expected to invest 25% of total Board compensation annually in Company shares until attainment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Company Director retainer (2024) | $12,140 | Cash |
| Company Board meeting fee (per meeting, 2024) | $775 | Cash |
| Company committee meeting fee (per meeting, 2024) | $775 | Cash |
| Audit Committee Chair retainer (if chair) | $2,750 | Baker is not chair |
| Compensation Committee Chair retainer (if chair) | $2,750 | Baker is not chair |
| Governance Committee Chair retainer (if chair) | $2,750 | Not applicable to Baker |
| Disclosure Control Committee meeting fee (if attending) | $775 | Only at least one Audit member attends; not specified for Baker |
| Total fees earned in cash (2024) | $43,175 | Director compensation paid in cash only; no stock-based pay to directors |
Directors are paid in cash only; “The Company and the Bank do not pay any stock-based compensation to directors.”
Performance Compensation
| Element | Disclosure | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | No equity awards to directors |
| Options | None | No option awards to directors |
| Meeting/attendance-based variable pay | Cash meeting fees only | Per meeting fees as listed; no performance-linked metrics for director pay |
Other Directorships & Interlocks
| Relationship | Entity | Nature | Terms/Notes |
|---|---|---|---|
| Professional services (related-party) | Clarke Demas & Baker PLLC | Performed various legal services for Community National Bank during 2024 | On arm’s-length terms; disclosed as related-person transaction |
Expertise & Qualifications
- 30+ years advising financial institutions, entrepreneurs, and business owners on commercial lending and secured transactions; deep real estate development/land use expertise .
- Founding legal principal and real estate company CEO; long-time governance role in Burlington Planning Commission (Vice Chair) .
- Brings localized market judgment (Chittenden County) and legal acumen to Audit and Compensation oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged Shares | Notes |
|---|---|---|---|---|
| Bruce L. Baker | 636 | 0.01% | Not disclosed as pledged | As of record date 3/26/2025 |
| Director guideline | 10,000 shares | — | — | Expected to invest 25% of annual Board compensation until guideline met |
| 2024 comp-based expected annual investment (illustrative) | $10,794 | — | — | 25% of $43,175 total fees; per policy expectation |
Footnote: The $10,794 figure is a calculation based on disclosed 2024 cash fees ($43,175) and the policy expectation to invest 25% annually until guideline attainment; the policy does not disclose individual purchase execution timing .
Governance Assessment
-
Strengths
- Independent status; active service on Audit and Compensation committees aligns with legal/financial skillset .
- Board-wide attendance at or above 75% threshold; regular engagement in Company and Bank governance processes .
- Director compensation is cash-only (no equity or options), limiting complex pay constructs; simple fee structure and transparency .
-
Concerns and potential RED FLAGS
- Related-party services: Clarke Demas & Baker PLLC provided legal services to the Bank in 2024 (arm’s-length). While the Board determined Baker’s independence, such arrangements can create perceived conflicts—particularly with concurrent Audit Committee membership—if fees were to become material; amounts are not disclosed .
- Ownership alignment: Beneficial ownership of 636 shares (0.01%) is well below the 10,000-share director guideline; policy expects annual 25% of director compensation to be invested until compliance, but current shortfall indicates limited “skin in the game” at present .
- Shareholder meeting attendance: Baker did not attend the 2024 Annual Meeting due to a prior commitment; though directors are encouraged and expected to attend, isolated absence is noted .
- Hedging policy: Company has no explicit prohibition on hedging Company stock (though insider trading policy discourages speculative trades and short sales); management is not aware of any hedging by insiders as of the proxy date. Lack of a formal anti-hedging policy can be seen as a governance gap .
-
Overall implication
- Baker’s legal and real estate expertise is additive to board risk oversight, but low equity ownership versus guidelines and related-party service necessitate ongoing monitoring for alignment and conflicts. Audit Committee membership alongside disclosed related-party legal services warrants continued scrutiny to ensure immateriality and robust recusal where appropriate .
Committee Assignments (2025)
| Committee | Role | Notes |
|---|---|---|
| Audit (Community Bancorp.) | Member | Committee met 4 times in 2024; all members independent; Carol Martin designated financial expert |
| Compensation (Community Bancorp.) | Member | Committee met 2 times in 2024; majority independent |
| Corporate Governance/Nominating (Community Bancorp.) | None | Not a member in 2025; committee chaired by J. Couture (not independent due to sibling relationship) |
Attendance
| Body | 2024 Meetings | Attendance Disclosure |
|---|---|---|
| Community Bancorp. Board | 4 regular; 4 special | Each incumbent director attended at least 75% of Board and applicable committee meetings |
| Annual Meeting (2024) | 1 | All incumbent directors attended except Bruce Baker (prior commitment) |
Director Compensation Mix
| Year | Cash Fees | Equity/Options | Total |
|---|---|---|---|
| 2024 | $43,175 | None | $43,175 |
Related Party Transactions
| Party | Transaction | Terms | Year |
|---|---|---|---|
| Clarke Demas & Baker PLLC (Bruce Baker is a member) | Legal services for Community National Bank | Arm’s-length terms | 2024 |
Insider Trading and Section 16 Compliance
| Director | Delinquent Section 16 Filings (2024) | Notes |
|---|---|---|
| Bruce L. Baker | None disclosed | Proxy reports late filings for Moore and Laforce; none for Baker |
Other Notes
- Some directors and their associated firms may have ordinary course deposit or loan relationships with the Bank; such loans are on substantially the same terms as comparable transactions with unaffiliated persons (normal risk, market rates/collateral) .