Jeffrey Moore
About Jeffrey Moore
Jeffrey L. Moore (age 63) is an independent director of Community Bancorp./Community National Bank since 2019; he is President and Owner of Quest Industries, Inc. (freight logistics) and owner of Wells River Chevrolet, and resides in Westmore, VT . He serves on the Corporate Governance/Nominating Committee (Company) and the Risk Management Committee (Bank), with no chair roles, and is considered independent under NASDAQ standards used by the Board . In 2024, each incumbent director (including Moore) attended at least 75% of Board and committee meetings, and all incumbent directors attended the 2024 Annual Meeting except one not Moore . Moore beneficially owns 17,428 shares (0.31% of outstanding), including 12,346 shares with shared voting and investment power with his partner; one Form 4 related to shares beneficially owned by his partner was filed late in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Industries, Inc. | President & Owner | Not disclosed | Freight logistics leadership; provides market insight in Caledonia County |
| Wells River Chevrolet | Owner | Not disclosed | Local business ownership; operational and managerial experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NVRH West Wing Committee | Member | Not disclosed | Community healthcare engagement |
| Catamount Arts Advisory Council | Member | Not disclosed | Regional arts/culture engagement and network |
Board Governance
- Committee assignments: Corporate Governance/Nominating (Company) and Risk Management (Bank); not a chair .
- Independence: Determined independent; only Austin, Caldwell, and Couture are not independent under NASDAQ standards applied by the Board .
- Attendance: All incumbent directors attended ≥75% of Board and committee meetings in 2024; all incumbents attended 2024 Annual Meeting except Bruce Baker .
- Board leadership: Chair is Stephen P. Marsh; Lead Independent Director is Tom Adams who presides over executive sessions of independent directors .
| Committee (2025 configuration) | Member | Chair |
|---|---|---|
| Audit (Company) | No | No |
| Corporate Governance/Nominating (Company) | Yes | No |
| Compensation (Company) | No | No |
| Risk Management (Bank) | Yes | No |
Fixed Compensation
Directors are paid cash-only fees; the Company and Bank do not pay any stock-based compensation to directors .
| Component | Company Fees ($) | Bank Fees ($) |
|---|---|---|
| Annual Director Retainer | 12,140 | 12,140 |
| Annual Board Chair Retainer | 5,510 | — |
| Annual Audit Committee Chair Retainer | 2,750 | — |
| Annual Compensation Committee Chair Retainer | 2,750 | — |
| Annual Governance Committee Chair Retainer | 2,750 | — |
| Board Meeting Fee | 775 | 775 |
| Board Committee Meeting Fee | 775 | 775 |
| Disclosure Control Committee Meeting Fee | 775 | — |
| Advisory Council Meeting Fee | — | 645 |
| Director | 2024 Fees Earned or Paid in Cash ($) |
|---|---|
| Jeffrey L. Moore | 43,175 |
- Deferred Compensation Plan: Available for directors to defer fees into a cash account earning the Bank’s 3-year CD rate; currently no participants .
- Directors’ Retirement Plan: Frozen plan for service in 1994–2004; remaining accruals only for certain long-tenured directors (Adams, Couture); no accruals indicated for Moore .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | None | Company/Bank do not pay stock-based compensation to directors |
| Options | None | No director option awards disclosed |
| Performance-linked cash metrics | None | Director fees are fixed/meeting-based; no pay-for-performance constructs disclosed for directors |
| Clawback on director pay | Not disclosed | Executive bonus plan has recoupment; no director clawback disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Moore in the proxy biography |
| Prior public company boards | Not disclosed |
| Private/non-profit boards | NVRH West Wing Committee; Catamount Arts Advisory Council |
| Interlocks/related-party transactions | None involving Moore disclosed; related-party services disclosed for other directors only |
Expertise & Qualifications
- Market operator and owner in freight logistics and auto retail, providing practical small-business perspective and Caledonia County market knowledge valuable to a community bank’s lending and growth strategy .
- Governance participation via Corporate Governance/Nominating and Risk Management committees supports board oversight and enterprise risk frameworks .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 17,428 |
| Ownership (% of outstanding) | 0.31% (based on 5,596,981 shares outstanding) |
| Shared voting/investment power | 12,346 shares with his partner |
| Pledged shares | None disclosed for Moore; pledge noted for another director (Marsh) only |
| Director stock ownership guideline | 10,000 shares target; 25% of total Board compensation invested annually until target attained |
| Compliance status | Meets/exceeds (17,428 ≥ 10,000) |
| Hedging/pledging policy | No express hedging prohibition; insider trading policy discourages speculative trading; management not aware of hedging by insiders as of proxy date |
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Late Section 16(a) filing | One Form 4 for Director Moore in 2024 (relating to Company common stock beneficially owned by his partner) was not filed timely within two business days |
Governance Assessment
- Alignment: Moore exceeds the 10,000-share director ownership guideline and receives cash-only fees; no equity grants or options, so alignment is via personal ownership rather than incentive design .
- Committee effectiveness: His roles on Corporate Governance/Nominating and Bank Risk Management support board oversight and risk culture, with independence affirmed by Board standards .
- Attendance and engagement: Board signals adequate engagement with ≥75% attendance across incumbents and Moore’s attendance at the 2024 Annual Meeting; no individual attendance shortfalls disclosed .
- Conflicts/related party exposure: No related-party dealings disclosed for Moore; ownership in local businesses is noted without transactional ties to the Company .
- RED FLAGS: A late Form 4 in 2024 is a minor compliance blemish; the absence of a formal hedging prohibition may be viewed unfavorably by some governance-focused investors, though management reports no hedging by insiders .
Overall signal: Independent, locally-engaged operator with meaningful stock ownership; compensation is straightforward and cash-based, with no disclosed conflicts. Monitoring of Section 16 timeliness and formalization of hedging restrictions would enhance investor confidence .