David Bouffard
About David Bouffard
Independent director of Community Bancorp./Community National Bank since 2014; age 67. Former co-owner of the Derby Village Store (2000–Nov 2020) and prior retail management experience as Manager of the Grand Union grocery store in Newport. Past Board Chair of North Country Hospital and service on its finance committee; resides in Newport Center, VT and Folly Beach, SC. Serves on Audit and Compensation Committees; classified independent under NASDAQ standards; each director met at least 75% attendance in 2024 board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Derby Village Store (Derby, VT) | Co-Owner | 2000–Nov 2020 | Small-business operator perspective added local market insight to Board |
| Grand Union (Newport, VT) | Store Manager | Not disclosed | Retail operations/management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Country Hospital | Board Chair; Finance Committee member | Not disclosed | Health system governance; finance oversight |
| Various local boards | Board member | Not disclosed | Community engagement (details not specified) |
Board Governance
- Committee assignments (effective Jan 1, 2025): Audit; Compensation. Not a chair; Audit chaired by Thomas Adams; Compensation chaired by Aminta Conant. Audit met 4x in 2024; Compensation met 2x.
- Independence: Determined independent; only Austin, Caldwell, and Couture are not independent.
- Attendance/engagement: Each director attended ≥75% of board and relevant committee meetings in 2024; annual shareholder meeting attendance expected; all incumbent directors attended 2024 Annual Meeting except Baker.
- Risk oversight context: Audit monitors financial/legal risks; Compensation monitors risk in pay practices; quarterly risk reviews at Bank Risk Management Committee.
Fixed Compensation
| Component | 2023 Fee Schedule | 2024 Fee Schedule | Notes |
|---|---|---|---|
| Company Annual Retainer (non-employee director) | $11,780 | $12,140 | Cash only; no stock-based director pay |
| Company Board Chair Retainer | $5,350 | $5,510 | Not applicable to Bouffard (not Chair) |
| Company Audit Committee Chair Retainer | $2,670 | $2,750 | Not applicable to Bouffard (member) |
| Company Compensation Committee Chair Retainer | $2,670 | $2,750 | Not applicable to Bouffard (member) |
| Company Board Meeting Fee | $700 | $775 | Per meeting |
| Company Committee Meeting Fee | $750 | $775 | Per committee meeting |
| Bank Annual Retainer | $11,780 | $12,140 | Cash |
| Bank Board Meeting Fee | $750 | $775 | Per meeting |
| Bank Committee Meeting Fee | $750 | $775 | Per meeting |
| Advisory Council Meeting Fee | $625 | $645 | Bank advisory council attendance |
| Year | Total Director Fees (Cash) |
|---|---|
| 2023 | $41,856 |
| 2024 | $43,175 |
- Deferred Compensation Plan available (interest at 3-year CD rate); currently no participants. Legacy Directors’ Retirement Plan accruals closed after 2004; not indicated for Bouffard.
Performance Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | $0 | $0 | Company/Bank do not pay stock-based compensation to directors |
| Performance-based cash (director-specific) | None disclosed | None disclosed | Director pay is fee/retainer-based |
| Clawback on director pay | Not disclosed | Not disclosed | Executive bonus plan has recoupment; not director fees |
Other Directorships & Interlocks
- No other public company directorships disclosed for Bouffard in CMTV proxy biographies.
- Related-party transactions: None specific to Bouffard disclosed; general disclosure notes some directors’ firms provided services on arm’s-length terms and directors may be Bank customers/borrowers on market terms.
Expertise & Qualifications
- Small business ownership/retail operations in Orleans County market (20-year store ownership; prior grocery management).
- Health system governance experience (Board Chair; finance committee at North Country Hospital).
- Community ties; local market knowledge valued by the Board.
Equity Ownership
| Metric | 2024 (Record date: Mar 20, 2024) | 2025 (Record date: Mar 26, 2025) |
|---|---|---|
| Shares Beneficially Owned | 5,221; 0.09% of class | 6,029; 0.11% of class |
| Shares Pledged as Collateral | Not disclosed for Bouffard | Not disclosed for Bouffard |
- Director stock ownership guidelines: Target 10,000 shares; non-employee directors below target expected to invest 25% of total Board compensation annually until attainment. Bouffard’s 2025 beneficial ownership (6,029) is below the guideline, implying continued annual investment requirement.
- Hedging/derivatives: No explicit prohibition policy; insider trading policy discourages speculative practices (e.g., short sales). Management not aware of any hedging by insiders as of proxy date.
Governance Assessment
- Strengths: Independent status; service on Audit and Compensation (key oversight committees); meets attendance threshold; deep local-market operator perspective.
- Alignment: Holds 6,029 shares (0.11%); progress from 5,221 in 2024; subject to 10,000-share ownership guideline with 25% annual fee investment until met.
- Compensation/incentives: All-cash director fees; no equity or performance-based awards—reduces pay complexity but may limit direct equity alignment relative to guideline.
- Related-party/conflict review: No Bouffard-specific related-party transactions disclosed; global disclosure affirms arm’s-length terms for any director-related services and loans.
- Shareholder signals: 2025 say-on-pay approved (2,216,311 For; 198,142 Against; 205,077 Abstain); three-year frequency preferred (1,586,622 votes). Indicates stable investor confidence in governance/compensation framework.
RED FLAGS
- Below ownership guideline: 6,029 vs 10,000 target—monitor progress toward compliance; requires annual 25% fee investment until met.
- Hedging policy gap: No explicit prohibition on hedging—policy discourages speculative trades but does not bar derivatives; continue to monitor insider practices.