Carol Martin
About Carol A. Martin
Carol A. Martin, 61, has served on the Boards of Community Bancorp. (CMTV) and Community National Bank since 2022. She is Vice President Finance US and Head of Group Accounting & Reporting at Weidmann Electrical Technology Inc.; a Vermont-licensed CPA with prior experience auditing local banks and as a bank internal auditor. The Board designated her the Audit Committee “financial expert” effective January 1, 2022; she is an independent director under NASDAQ standards. She resides in Barton, Vermont.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weidmann Electrical Technology Inc. | Vice President Finance US & Head of Group Accounting & Reporting | Since at least 1993 (various finance roles) | Oversees group consolidation for Weidmann Holding AG and finance orgs in US, Brazil, Mexico, Canada |
| Local banks (various) | CPA auditing local banks | Not stated | Contributed to designation as Audit Committee financial expert |
| Bank (unspecified) | Internal auditor | Not stated | Contributed to financial controls and GAAP expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| WE Care Inc. (Weidmann employee non-profit) | Treasurer | Current | Employee assistance non-profit |
| Echo Lake Protective Association | Board member | Current | Community/non-profit board |
| St. Paul School Foundation | Secretary, Board | Current | Education foundation |
| Vermont Community Foundation | Member | Current | Philanthropic organization |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NASDAQ standards (and Audit Committee independence standards) |
| Committees (2025) | Audit Committee member; Compensation Committee member |
| Committee Chair roles | None (Audit Chair: Thomas E. Adams; Compensation Chair: Aminta K. Conant) |
| Audit Committee Financial Expert | Yes (designated effective Jan 1, 2022) |
| Board/Committee Attendance (2024) | Each incumbent director attended ≥75% of Board and committee meetings; all directors attended 2024 Annual Meeting except Mr. Baker |
| Committee meeting counts (2024) | Audit Committee met 4 times; Compensation Committee met 2 times |
Fixed Compensation
| Component | Amount |
|---|---|
| Company Annual Retainer (non-employee) | $12,140 |
| Company Board Meeting Fee | $775 per meeting |
| Company Board Committee Meeting Fee | $775 per meeting |
| Company Disclosure Control Committee Meeting Fee | $775 per meeting |
| Company Committee Chair Retainers (Audit/Comp/Gov) | $2,750 each (if chair) |
| Bank Annual Retainer (non-employee) | $12,140 |
| Bank Board Meeting Fee | $775 per meeting |
| Bank Board Committee Meeting Fee | $775 per meeting |
| Bank Advisory Council Meeting Fee | $645 per meeting |
| 2024 Total Director Fees (Martin) | $43,175 (all cash) |
| Form/Structure | Only outside directors are paid; all fees are paid in cash; no stock-based compensation to directors |
Performance Compensation
| Element | Detail |
|---|---|
| Equity compensation to directors | None (no RSUs/PSUs/options to directors) |
| Performance-based metrics for director pay | Not applicable (directors paid via cash retainers/meeting fees) |
| Deferred Compensation Plan (Directors) | Available; cash account earns 3-year CD rate; no current participants; general unsecured obligation |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Martin in the director/N&E tables and biography |
| Committee interlocks | None disclosed; Audit and Compensation Committees comprised of independent directors |
| Related party ties | No Martin-related transactions disclosed; related-person transactions noted for other directors (law firms, services) at arm’s length |
Expertise & Qualifications
- CPA; designated Audit Committee financial expert based on GAAP/financial reporting, internal controls, and audit experience.
- Global consolidation leadership at Weidmann, with oversight of finance organizations across the US, Brazil, Mexico, and Canada.
- Prior experience auditing local banks and serving as a bank internal auditor; strengthens financial oversight in a regulated banking context.
- Long-standing finance career (since 1993 at Weidmann) and community leadership roles.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 10,145 shares | As of March 26, 2025 (record date) |
| Ownership as % of outstanding | 0.18% | Based on 5,596,981 shares outstanding |
| Director stock ownership guideline | 10,000 shares target; invest 25% of total Board comp annually until met (non-employee directors) | |
| Compliance status | Meets guideline (10,145 ≥ 10,000) | |
| Hedging/pledging | No explicit hedging prohibition; insider trading policy discourages speculative trading, prohibits holding in a margin account; management not aware of any hedging activity by insiders as of proxy date | |
| Section 16 compliance (2024) | No late filings disclosed for Martin; late Form 4s noted for other directors (Moore, Laforce) |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; serves on Audit and Compensation Committees; consistent attendance (≥75%); owns >10,000 shares meeting the Board’s stock ownership guideline, aligning interests with shareholders.
- Compensation/Alignment: Director pay is 100% cash with no equity grants; alignment relies on stock ownership guideline and personal share accumulation rather than ongoing equity awards.
- Conflicts/Related parties: No related-person transactions disclosed for Martin; no public company interlocks identified.
- Policy gap (potential RED FLAG): Company has not adopted an express anti-hedging policy (though speculative trading and margin accounts are prohibited under insider policy); absence of a categorical hedging ban may be viewed as a governance weakness by some investors. Management was not aware of insider hedging as of the proxy date.
- Board process: Audit and Compensation Committees met 4x and 2x in 2024, respectively; triennial say-on-pay frequency recommended by the Board (not directly director-specific but indicates longer feedback cadence on executive pay philosophy).
Overall signal: Martin’s technical accounting depth and designated “financial expert” status bolster audit oversight quality. Her meeting of stock ownership guidelines mitigates the lack of equity-based director compensation, supporting investor confidence in board alignment. The absence of an explicit hedging prohibition is a modest governance blemish but was mitigated by management’s representation of no known hedging among insiders.