James Wheeler Jr.
About James G. Wheeler Jr.
James “Jake” G. Wheeler Jr., age 76, is an independent director of Community Bancorp. (CMTV) and Community National Bank, serving on the board since 2011. He is an attorney and Of Counsel at Downs Rachlin Martin PLLC, practicing in corporate governance, transactions and financing, complex real estate, and trusts and estates; he holds an undergraduate degree from Harvard University and a J.D. from Boston University School of Law and resides in East Burke, VT . The board classifies him as independent under NASDAQ standards (non‑independent directors are identified as Kathryn Austin, Christopher Caldwell, and Jacques Couture) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Downs Rachlin Martin PLLC (VT) | Attorney; Of Counsel (current); member since 1978 | Practicing in St. Johnsbury since 1974 | Focus on corporate governance/transactions, complex real estate, trusts/estates |
| Community Financial Services Group, LLC (CFSG – company affiliate) | Board of Managers | Since formation in 2002 | Longstanding governance role at trust company affiliate |
| Vermont Community Foundation | Former Board Member; current Community Advisory Group member | Not disclosed | Philanthropic and community advisory engagement |
| David & Francis Smith NEK Chapter of Trout Unlimited | Board of Directors | Not disclosed | Local conservation non-profit board service |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Public company directorships | Public | None disclosed in proxy biography | No other public boards identified in CMTV proxy |
| Vermont Community Foundation | Non-profit | Former Board Member; Community Advisory Group member | Ongoing community engagement |
| Trout Unlimited (NEK Chapter) | Non-profit | Director | Local board service |
Board Governance
- Committee assignments (effective Jan 1, 2025): Audit Committee member; Compensation Committee member; no chair roles . Audit Committee chair: Thomas E. Adams; Compensation Committee chair: Aminta K. Conant; Corporate Governance/Nominating chair: Jacques R. Couture .
- Audit Committee financial expert: Carol A. Martin (CPA); Wheeler is not designated the financial expert .
- Meeting cadence (2024): Audit Committee met 4 times; Compensation Committee met 2 times; Corporate Governance/Nominating met 4 times .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings; all incumbent directors attended the 2024 annual meeting except Mr. Baker (Wheeler attended) .
- Independence: Board majority independent; Wheeler classified independent (non‑independent: Austin, Caldwell, Couture) . Lead Independent Director: Thomas E. Adams; Board Chair distinct from CEO, with independent executive sessions led by the lead director .
- Risk oversight: Enterprise risk overseen via Bank Risk Management Committee; Audit monitors financial/legal/organizational risks; Compensation monitors pay risk .
Fixed Compensation
Directors receive only cash compensation; no stock-based pay is provided to directors .
| Director Fee Structure (non-employee) | Amount (USD) |
|---|---|
| Company Annual Retainer | $12,140 |
| Company Annual Chair Retainers (Audit/Comp/Gov) | $2,750 each (if chair) |
| Company Board Meeting Fee | $775 per meeting |
| Company Committee Meeting Fee | $775 per meeting |
| Bank Annual Retainer | $12,140 |
| Bank Board Meeting Fee | $775 per meeting |
| Bank Committee Meeting Fee | $775 per meeting |
| Bank Advisory Council Meeting Fee | $645 per meeting |
| 2024 Director Cash Compensation | Amount (USD) |
|---|---|
| James G. Wheeler Jr. – Total Fees Paid in Cash (Company + Bank) | $43,175 |
Additional director programs:
- Directors’ Deferred Compensation Plan exists but had no participants as of 2024 (deferrals earn interest at 3‑yr CD rate; unsecured obligation) .
- Legacy Directors’ Retirement Plan: accruals ended after 2004; remaining accrued amount $22,000 total; only Directors Adams and Couture have balances, not Wheeler .
Performance Compensation
The company provides no equity or performance-based compensation to directors; all director compensation is cash fees. No director equity grants, options, or performance metrics apply to Wheeler .
Other Directorships & Interlocks
| Relationship | Entity | Nature | Terms / Notes |
|---|---|---|---|
| Affiliate governance | Community Financial Services Group, LLC (CFSG) | Board of Managers | Ongoing governance role at trust affiliate since 2002 |
| Related-party professional services | Downs Rachlin Martin PLLC | Wheeler’s firm provided legal services to the Company and Bank in 2024 | Disclosed as arm’s length terms |
General related-party context: Certain directors/executives (or their firms) maintain ordinary-course banking relationships (deposits/loans) with Community National Bank on substantially the same terms as unaffiliated parties; some directors received the lowest market rate on comparable loans .
Expertise & Qualifications
- Corporate governance, corporate transactions/financing, complex real estate acquisitions and financing, trusts and estates; Of Counsel at Vermont’s largest law firm .
- Education: Harvard University (undergraduate), Boston University School of Law (J.D.) .
- Not designated as the Audit Committee financial expert (role held by Carol A. Martin, CPA) .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares Beneficially Owned | 11,362 shares |
| Ownership as % of Outstanding | 0.20% |
| Ownership Structure | Includes 9,593 shares held in a trust with his wife (shared voting/investment power) |
| Shares Outstanding (Record Date 3/26/2025) | 5,596,981 shares |
| Shares Pledged as Collateral | None disclosed for Wheeler (pledge disclosure in proxy references Director Marsh only) |
| Director Stock Ownership Guideline | 10,000 shares target; invest 25% of Board comp annually until met |
| Guideline Compliance Status | Meets guideline (owns 11,362 vs. 10,000 target) |
Section 16(a) compliance: The company reported all Section 16 filings were timely in 2024 except one late Form 4 for Director Moore and one for Director Laforce; no delinquencies noted for Wheeler .
Governance Assessment
-
Strengths:
- Independent director with deep legal expertise directly relevant to audit and compensation oversight; serves on both Audit and Compensation Committees; meeting cadence indicates active committee work (Audit 4x; Compensation 2x in 2024) .
- Attendance and engagement appear strong (≥75% of meetings; attended 2024 annual meeting) .
- Ownership alignment: exceeds 10,000‑share guideline; no share pledging disclosed .
- No Section 16 filing delinquencies reported for Wheeler in 2024 .
-
Watch items / potential risks:
- Related‑party exposure: His law firm (Downs Rachlin Martin PLLC) provided legal services to the Company and Bank in 2024; disclosed as arm’s length, but still a potential perceived conflict given his Audit and Compensation Committee roles. Oversight mitigants include board independence determinations and disclosure controls .
- Compensation Committee composition includes a non‑independent former CEO (Kathryn Austin), which can raise independence optics even though a majority must be independent under the charter; Wheeler is one of the independent members .
- Hedging policy gap: The company has not adopted an explicit anti‑hedging prohibition (discourages speculative trading; management is unaware of any hedging by insiders as of the proxy date) .
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Red flags:
- Related‑party legal services from a director‑affiliated law firm (even at arm’s length) heighten conflict‑of‑interest scrutiny, especially for Audit/Comp Committee members. Transparency and continued arm’s‑length confirmations are essential.