Jacques Couture
About Jacques Couture
Jacques R. Couture (age 74) has served on Community Bancorp. and Community National Bank’s Boards since 1992, following service on the Company’s Troy Advisory Board. He is a former dairy farmer and currently operates Couture’s Maple Shop/B&B, producing maple syrup from an 8,000‑tap sugarbush and retailing maple products. He chairs the Corporate Governance/Nominating Committee and serves on the Bank’s Risk Management Committee; the Board classifies him as not independent under NASDAQ standards due to his sibling relationship with CFO Louise Bonvechio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dairy Farm (family) | Owner/operator (former) | Not disclosed | Agricultural perspective to board deliberations |
| Community Bancorp. Troy Advisory Board | Advisory board member (prior to 1992) | Pre‑1992 | Pipeline to board service; local market insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westfield Select Board | Board member | Not disclosed | Municipal governance experience |
| Vermont Maple Association | Industry board member | Not disclosed | Maple/agriculture industry expertise |
| Cooperative Insurance Companies | Board member | Not disclosed | Insurance sector perspective |
Board Governance
- Committee assignments (2025): Chair, Corporate Governance/Nominating (Community Bancorp.); Member, Risk Management (Bank). Notably, he chairs Governance while being classified as not independent under NASDAQ standards due to a sibling relationship with the Company’s CFO .
- Independence: Not independent under NASDAQ standards because he is the brother of CFO Louise Bonvechio .
- Attendance: Each incumbent director attended at least 75% of board and applicable committee meetings in 2024; all incumbent directors attended the 2024 annual meeting (except one director, not Couture) .
- Board stock ownership guidelines: Directors are expected to reach 10,000 shares and invest 25% of board compensation annually until meeting the guideline; employees serving on the board have the same target without mandated annual investment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Company Annual Retainer (non‑employee directors) | $12,140 | Cash only; no equity for directors |
| Bank Annual Retainer (non‑employee directors) | $12,140 | Cash only; no equity for directors |
| Board Meeting Fee (Company/Bank) | $775 per meeting | Applies to board and committee meetings |
| Committee Chair Retainer (each: Audit/Comp/Governance) | $2,750 | Governance chair applicable to Couture’s role |
| 2024 Total Fees Paid to Jacques Couture | $45,925 | Aggregate Company+Bank fees, cash |
| Directors’ Retirement Plan Accrued Lump Sum | $11,000 | Non‑qualified plan accrued for service 1994‑2004; paid at retirement |
The directors may defer fees in a cash account under the Directors’ Deferred Compensation Plan; currently there are no participants .
Performance Compensation
- Equity awards: None; the Company and Bank do not pay stock‑based compensation to directors (no RSUs/PSUs/options) .
- Meeting fees are fixed; no disclosed performance‑linked director compensation metrics or discretionary bonuses for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed – |
| Private/industry boards | Vermont Maple Association; Cooperative Insurance Companies; Westfield Select Board |
| Interlocks | Sibling relationship with CFO Louise Bonvechio (Corporate Secretary & Treasurer; Bank EVP & CFO) |
| Committee role vs independence | Non‑independent director chairs Corporate Governance/Nominating Committee |
Expertise & Qualifications
- Sector expertise: Agriculture and maple products; small business operations .
- Governance experience: Service on governmental and industry boards; chairs the Corporate Governance/Nominating Committee; member of Bank Risk Management Committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 39,021 shares | Beneficially owned as of March 26, 2025 |
| Ownership % of common shares outstanding | 0.12% | Company table figure |
| Breakdown (direct/indirect) | 25,632 joint with spouse; 3,536 IRA (self); 3,547 IRA (spouse) | Shared voting/investment power on joint holdings |
| Shares pledged as collateral | Not disclosed for Couture; proxy notes pledge for another director only | |
| Stock ownership guideline | Target 10,000 shares; invest 25% of fees annually until met | |
| Guideline status | Exceeds target based on disclosed ownership |
Governance Assessment
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Strengths
- Long tenure with deep local market and small business/agricultural insight; active leadership as Governance/Nominating Chair and service on Risk Management .
- Strong ownership alignment relative to director guideline, with 39,021 shares disclosed, exceeding the 10,000‑share target .
- Attendance expectations met (≥75% of meetings) and annual meeting participation by incumbents broadly supported .
-
Concerns and RED FLAGS
- Independence: Classified as not independent due to sibling relationship with the Company’s CFO; elevated risk of perceived conflicts of interest .
- Governance role vs independence: Non‑independent director chairs the Corporate Governance/Nominating Committee—an atypical structure that may weaken perceptions of objective oversight of board composition and governance policies (RED FLAG) .
- Hedging policy: Company does not expressly prohibit hedging by insiders, although management is not aware of any such activity; best practice is a formal prohibition (governance policy gap) .
- Related‑party exposure: Company acknowledges ordinary‑course loans and deposit relationships with directors/related entities; while on market terms, these relationships warrant ongoing monitoring for impartiality in a community bank context .
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Additional notes
- Director compensation is entirely cash with no equity grants, limiting direct performance linkage in director pay design; mitigated by ownership guidelines requiring accumulation of shares .
- Section 16(a) compliance: No delinquent filings noted for Couture; two other directors had late Form 4s in 2024, indicating overall compliance with isolated exceptions .