Christopher Caldwell
About Christopher Caldwell
Christopher L. Caldwell (age 59) is President, Chief Executive Officer, and Director of Community Bancorp. and Community National Bank, a role he assumed in January 2025 after serving as Bank President during 2024; he joined the Company in July 2021 and the Boards in January 2024 . He holds an MBA from Anderson University, a master’s degree from Ohio University, and a BS from Manchester College; he is a 2008 graduate of the Stonier Graduate School of Banking . Company pay-versus-performance disclosures show Total Shareholder Return (indexed to $100 with dividends) near-par for 2022–2024 and net income in the $13–14 million range, framing a stable earnings backdrop through his senior leadership transition period (President 2024; CEO 2025) .
| Performance Indicator | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (index, $100 base) | 100 | 97 | 99 |
| Net Income ($USD thousands) | 13,739 | 13,432 | 14,008 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community National Bank (Community Bancorp.) | President & CEO (Company and Bank) | Jan 2025–present | Leadership transition following CEO retirement; continuity in community banking strategy |
| Community National Bank | President | Jan 2024–Dec 2024 | Oversaw bank operations and lending focus ahead of CEO transition |
| Community National Bank | EVP & Chief Lending Officer | 2021–2023 | Led commercial and business lending; credit and growth execution |
| Northwest Bank (Indiana) | SVP, Head of Indiana Commercial/Business Banking | Apr 2020–Mar 2021 | Led commercial/business banking for Indiana market |
| MutualBank (Indiana) | SVP, Commercial & Business Banking | 2005–2020 | Long-term growth and relationship banking leadership; MutualBank acquired by Northwest in 2020 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Green Mountain United Way | Board Chair | n/d | Community leadership in Vermont |
| Manchester University | Board of Trustees | n/d | Higher education governance |
| NEK Collaborative (Northeast Kingdom) | Board Member | n/d | Regional economic/community development |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 227,500 | 42,878 | Includes profit-sharing, 401(k) match, life insurance tax, vehicle fringe |
| 2023 | 240,875 | 55,812 | Same categories as above |
| 2024 | 307,500 | 55,440 | Includes $37,375 profit-sharing and $7,625 401(k) match |
- Current base salary increased to $425,000 effective January 2025 upon becoming President & CEO .
Performance Compensation
| Year | Annual Cash Bonus ($) | Target Bonus (% of Salary) | Plan Type | Payout Basis |
|---|---|---|---|---|
| 2022 | 73,731 | 25% (for executives) | Officer Incentive Plan (cash) | Weighted financial and risk metrics; board subjective factor |
| 2023 | 76,418 | 25% (for executives) | Officer Incentive Plan (cash) | Final multiplier 123.88% of target (bonus ≈31.375% of salary) |
| 2024 | 57,196 | not disclosed | Officer Incentive Plan (cash) | Same categories as prior year; weights not disclosed for 2024 |
Performance metric design and 2023 outcomes (illustrative of structure and rigor):
| Metric | Weight | Threshold | Target | Stretch | Actual | Multiplier |
|---|---|---|---|---|---|---|
| Return on Average Assets | 30% | ≥1.29% | ≥1.34% | ≥1.39% | 1.36% | 120.00% |
| IDC Bank Rating | 25% | 200–249 | 250–299 | 300+ | 274 (Superior) | 124.00% |
| Board Subjective Evaluation | 20% | 3.00 | 4.00 | 5.00 | 4.75 | 137.50% |
| Overhead Expense/Avg Assets | 15% | 2.38% | 2.30% | 2.22% | 2.17% | 150.00% |
| NPLs/Avg Loans | 10% | 1.00% | 0.75% | 0.50% | 0.88% | 68.80% |
| Total | 100% | — | — | — | — | 123.88% |
- Clawback: Bonuses under the Officer Incentive Plan are subject to a three-year recoupment if financials are restated (up to excess over restated basis) .
- No equity compensation is used (no RSUs/PSUs/options), so no equity vesting schedules or equity-based performance metrics apply .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 26, 2025) | 8,000 shares; 0.14% of class |
| Director stock ownership guideline | 10,000 shares target; employee directors (Caldwell) expected to attain over a reasonable period; no annual purchase mandate for employee directors |
| Pledging/Hedging | No explicit anti-hedging policy; insider trading policy discourages speculative trades (e.g., short sales), prohibits holding company securities in margin accounts; management not aware of any hedging by insiders as of proxy date |
| Pledged shares (Caldwell) | None disclosed for Caldwell; one other director (Marsh) disclosed 28,556 pledged shares (context) |
| Ownership vehicles | Some insiders hold company stock via 401(k) plan stock fund; Caldwell’s line item shows direct beneficial ownership without such footnote |
Implications:
- Absence of equity awards reduces equity overhang and near-term insider selling pressure, but also limits long-term equity alignment vs. peers that grant RSUs/PSUs .
- Guideline gap (8,000 vs. 10,000 shares) suggests incremental open-market accumulation over time is expected per policy, not mandated on a fixed schedule .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-control (CIC) agreement | Double-trigger: severance only if terminated without cause or resigns for good reason in connection with CIC or after public announcement and within 120 days before CIC |
| Severance multiple | Lump sum equal to 2x highest total annual cash compensation (salary + cash bonus) in any of the prior 3 years |
| Estimated payout | $729,392 if terminated at end of 2024; $636,548 at end of 2023 (illustrative) |
| Term/renewal | Initial 3-year term; automatic 3-year renewals every third anniversary; if CIC occurs, auto-renews for 3 years post-CIC |
| 280G treatment | Cut-back to avoid excise tax if applicable (no gross-up) |
| Post-termination covenants | Confidentiality and non-disparagement apply |
| Non-compete / non-solicit | Not disclosed in proxy |
| 401(k) vesting (benefit context) | Employer match/profit-sharing fully vests after 6 years of service (cliff/graded per plan); participants always fully vested in own deferrals |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2024; joined Boards Jan 2024 |
| Independence | Not independent due to executive role |
| Committee roles (2025) | Community Bancorp. Corporate Governance/Nominating; Bank Risk Management |
| Board leadership structure | Chair and CEO roles separated since 2017; Lead Independent Director (Tom Adams) presides over executive sessions |
| Director compensation | Employee directors (Caldwell) receive no board compensation |
| Director ownership guidelines | 10,000-share guideline; employee directors expected to attain over time |
Compensation Structure Analysis
- Mix and design: Executive pay is heavily weighted to fixed salary; short-term cash bonuses use multi-metric bank performance and a board evaluation component; no long-term equity is used—unusual vs. many peers and lowers equity risk-taking incentives but also reduces long-horizon stock alignment .
- Market benchmarking: 2022 study by ChaseComp Group found base salaries below median; Board adjusted salaries toward peer median (CEO, CFO, CLO) effective July 1, 2023; Caldwell’s salary rose further upon becoming Bank President in Jan 2024 ($300,000) and to $315,000 in July 2024, then to $425,000 in Jan 2025 as CEO .
- Incentive rigor: 2023 bonus paid at 123.88% of target with a balanced scorecard (ROAA, IDC rating, overhead efficiency, asset quality, and board evaluation) and explicit thresholds/targets/stretch bands, plus a three-year clawback on restatements .
- Say-on-pay cadence: Triennial vote; last held 2022, requested again in 2025 .
Director Compensation (Caldwell-specific)
- As an employee director, Caldwell does not receive separate director retainers or equity .
Related Party, Hedging, and Other Governance
- Related party transactions disclosed involve other directors’ firms; none identified as involving Caldwell .
- Hedging: No blanket prohibition; insider policy discourages speculative trading and prohibits margin accounts; management not aware of hedging by insiders at the time of filing .
Performance & Track Record
| Indicator | Notes |
|---|---|
| Tenure-linked performance context | Caldwell served as Bank President during 2024 and became CEO in Jan 2025; reported TSR index near 100 and net income roughly $13–14 million from 2022–2024 support a stable earnings base through leadership transition |
| Strategic emphasis | Deep commercial lending background; board cites breadth of banking experience, notably in commercial lending, as valuable to strategy |
Equity Ownership & Alignment (Detail Table)
| Metric | Value |
|---|---|
| Shares beneficially owned (Mar 26, 2025) | 8,000 |
| Percent of class | 0.14% |
| Director ownership guideline | 10,000 shares target; employee directors expected to attain over time |
| Pledged shares | None disclosed for Caldwell |
| Hedging/margin policy | No general hedging ban; short sales discouraged; margin accounts prohibited |
Employment Terms (Detail Table)
| Term | Provision |
|---|---|
| CIC definition | Merger reducing legacy holders below majority, >50% stock acquisition, sale of substantially all assets, or non-endorsed board turnover majority in 12 months |
| Good reason | ≥15% pay reduction (outside broad-based cuts), material duty/authority reduction, relocation >75 miles, or failure to assume agreement by successor |
| Severance | 2x highest recent annual cash comp; lump sum; release required |
| Term/Renewal | 3-year term; rolling 3-year renewals; auto 3-year extension upon CIC |
| 280G | Cut-back to avoid excise tax |
Investment Implications
- Alignment: No equity grants mean lower dilution and limited forced selling pressure, but also less long-term equity alignment versus peers; ownership guideline (10,000 shares) partially bridges alignment—Caldwell is at 8,000 shares as of the record date with expectation to reach guideline over time .
- Incentive quality: Short-term cash plan ties to ROAA, IDC safety/soundness rating, efficiency, asset quality, and a board evaluation, with explicit thresholds and clawback—this fosters prudent risk management and earnings quality signals typical of well-run community banks .
- Retention/overhang: Salary progression to $425k and a double-trigger CIC at 2x cash compensation support retention with limited parachute inflation risk (cut-back provision, no gross-up) .
- Governance risk: Board independence is supported by separate Chair and a Lead Independent Director, mitigating CEO-director dual-role concerns; however, the absence of a formal anti-hedging policy is a governance weak spot (albeit with margin accounts prohibited and no known hedging at filing) .
Overall, Caldwell’s package emphasizes steady cash pay and safety-and-soundness metrics over equity leverage; for trading signals, watch for incremental open-market share accumulation toward the 10,000-share guideline, any future policy shift toward equity grants, and CIC agreement changes that might alter exit incentives .