Kathryn Austin
About Kathryn Austin
Kathryn M. Austin, 67, is a director of Community Bancorp. and Community National Bank, serving on the Corporate Governance/Nominating and Compensation Committees (and the Bank’s Risk Management Committee). She retired as President & CEO of the Company and CEO of the Bank on December 31, 2024, after joining the Bank in 1980 and holding multiple senior roles; she has been a Company director since 2013. She is a graduate of the New England School of Banking at Williams College and the Stonier Graduate School of Banking at Georgetown University . As of 2025, the Board classifies her as not independent under NASDAQ standards due to her recent executive role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Bancorp. (Company) | President & CEO | Jan 2017 – Dec 31, 2024 | Led enterprise strategy, regulatory and operating policy; excellent 2024 performance evaluation by Board |
| Community National Bank (Bank) | CEO | Jan 2017 – Dec 31, 2024 | Oversight of banking operations |
| Community National Bank (Bank) | President | Jan 2016 – Jan 2024 | Transitioned President role to Christopher Caldwell in 2024 |
| Community National Bank (Bank) | Chief Operating Officer | Jan 2014 – Jan 2017 | Led retail banking, HR, marketing earlier in career |
| Company & Bank | Executive Vice President | 2011 – 2016 | Senior leadership across functions |
| Company (VP) & Bank (SVP) | VP (Company), SVP (Bank) | 2004 – 2011 | Retail banking, HR, marketing responsibility |
| Community Financial Services Group (CFSG affiliate) | Board of Managers | Through Dec 31, 2024 | Governance of trust affiliate; withdrew upon retirement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northeast Kingdom Collaborative | Board Member | Current | Regional development engagement |
| Northeast Kingdom LLC | Board Member | Current | Local economic initiatives |
| Vermont Community Foundation | Board Member | Current | Philanthropy governance |
| Vermont Chamber of Commerce | Board Member | Current | Statewide business advocacy |
| American Bankers Association | Community Bankers Council & Government Relations Council | Current | Industry policy and community banking leadership |
Board Governance
- Committee assignments (effective Jan 1, 2025): Corporate Governance/Nominating (member), Compensation (member), Bank Risk Management (member). She is not a chair on any committee; Compensation is chaired by Aminta K. Conant and Corporate Governance/Nominating by Jacques R. Couture .
- Independence: The Board determined that Kathryn Austin is not independent under NASDAQ standards due to her recent prior executive position (retired end of 2024) .
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of Board and assigned committee meetings; all directors except one attended the 2024 annual meeting .
- Board leadership context: Separate CEO and Chair roles since 2017; Lead Independent Director is Thomas E. Adams who presides over executive sessions .
Fixed Compensation
Directors are paid only in cash; the Company and Bank do not pay stock-based compensation to directors .
| Director Fee Schedule (2024) | Amount (USD) |
|---|---|
| Company Annual Retainer | $12,140 |
| Company Annual Board Chair Retainer | $5,510 |
| Company Annual Audit Committee Chair Retainer | $2,750 |
| Company Annual Compensation Committee Chair Retainer | $2,750 |
| Company Annual Governance Committee Chair Retainer | $2,750 |
| Company Board Meeting Fee | $775 |
| Company Board Committee Meeting Fee | $775 |
| Disclosure Control Committee Meeting Fee | $775 |
| Bank Annual Retainer | $12,140 |
| Bank Board Meeting Fee | $775 |
| Bank Board Committee Meeting Fee | $775 |
| Bank Advisory Council Meeting Fee | $645 |
Note: Only non-employee directors are paid director fees. The 2024 Director Compensation Table lists cash paid to outside directors; Kathryn Austin was an employee during 2024 and is not listed in the 2024 director cash table .
Executive pay (for context; 2024 was her final year as CEO):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $410,000 | $420,000 |
| Non-Equity Incentive Plan Compensation (USD) | $130,074 | $76,262 |
| All Other Compensation (USD) | $62,114 | $100,868 (includes profit-sharing $44,875, 401(k) match $7,625, life insurance, auto fringe, and a retirement gift vehicle) |
| Total (USD) | $602,118 | $597,130 |
Perquisites and benefits: Company-provided vehicle, gas/maintenance; spouse travel to certain banking functions; retirement gift vehicle (2024) .
Change-in-control agreement: No longer in effect for Ms. Austin upon retirement (agreements remain for CFO and CEO) .
Performance Compensation
Officer Incentive Plan (executive bonus framework) includes weighted metrics with threshold/target/stretch tiers and a recoupment (clawback) provision for restatements .
| Criteria (Weight) | Threshold | Target | Stretch | Actual (2024) | Earned % | Multiplier |
|---|---|---|---|---|---|---|
| Return on Average Assets (30%) | ≥1.25% | ≥1.32% | ≥1.40% | 1.21% | 0.00% | 0.00% |
| IDC Rating (25%) | Superior 200–249 | Superior 250–299 | Superior 300+ | Superior 248 | 97.60% | 24.40% |
| Board Subjective Evaluation (20%) | 3.00 | 4.00 | 5.00 | 4.50 | 125.00% | 25.00% |
| Overhead Expense / Avg Assets (15%) | 2.30% | 2.22% | 2.14% | 2.18% | 125.00% | 18.75% |
| Non-Performing Loans / Avg Loans (10%) | 1.00% | 0.75% | 0.50% | 0.98% | 44.80% | 4.48% |
| Total | 72.63% |
Bonus computation (2024 services; paid Feb 2025):
| Name | Target Award (25% of Salary) | Multiplier | Bonus Paid |
|---|---|---|---|
| Kathryn M. Austin | $105,000 | 72.63% | $76,262 |
Clawback: Bonuses paid within the preceding three years can be recouped to the extent overpaid if financial statements are restated .
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| Corporate Governance/Nominating Committee | Member | Committee chaired by Jacques R. Couture (not independent due to sibling relationship with CFO), includes current CEO Christopher Caldwell; majority independence requirement with non-independent members disclosed |
| Compensation Committee | Member | Chaired by Aminta K. Conant; Ms. Austin did not participate in determinations regarding her own compensation |
| CFSG (affiliate) | Former Board of Managers | Affiliate holds 12.89% of Company shares in fiduciary capacity; participant-directed voting; Austin served until retirement |
No other public company directorships are disclosed in her biography .
Expertise & Qualifications
- Career banker with 40+ years at Community National Bank; former CEO/President; deep knowledge of retail banking, HR, marketing, and operations .
- Education: New England School of Banking (Williams College) and Stonier Graduate School of Banking (Georgetown) .
- Industry leadership: Past Chair of Vermont Bankers Association; ABA Community Bankers Council and Government Relations Council member .
- Risk oversight engagement via Bank’s Risk Management Committee .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total Beneficial Ownership (Shares) | 79,113 |
| Ownership as % of Shares Outstanding | 1.41% (of 5,596,981 shares outstanding) |
| Shared Voting/Investment Power | 16,120 shares |
| Indirect Ownership via 401(k) Stock Fund | 62,993 shares |
| Pledged Shares | None disclosed for Austin; pledge disclosed for Stephen P. Marsh (28,556) |
| Director Stock Ownership Guideline | 10,000 shares target |
| Guideline Compliance | Exceeds guideline (79,113 vs 10,000) |
Say-on-Pay & Shareholder Feedback
| Item (May 20, 2025) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Proposal 2: Advisory approval of executive compensation | 2,216,311 | 198,142 | 205,077 | 842,783 |
| Proposal 3: Frequency of say-on-pay | 3 Years: 1,586,622 | 2 Years: 225,545 | 1 Year: 739,312 | Abstain: 68,051; Broker Non-Vote: 842,783 |
Related Party Transactions & Policies
- No Austin-specific related party transactions are disclosed. The proxy identifies arm’s-length legal and services relationships for other directors (Baker, Oeschger, Wheeler), and standard lending/deposit relationships for directors/executives conducted on market terms .
- Hedging: No explicit prohibition policy; insider trading policy discourages speculative trading (e.g., short sales), prohibits margin accounts; management is not aware of any hedging by insiders as of the proxy date .
Governance Assessment
- Independence risk: Ms. Austin is classified as not independent in 2025 due to her recent CEO role, while serving on Compensation and Corporate Governance committees. Mitigants include disclosure that she does not participate in her own pay decisions and presence of independent members and chairs on key committees .
- Alignment: Significant personal ownership (1.41% of shares) and long tenure suggest strong alignment with shareholders; she exceeds the 10,000 share director guideline materially .
- Pay-for-performance: 2024 bonus declined year-over-year as ROAA fell below threshold; multi-metric plan with IDC rating, overhead efficiency, NPLs, and subjective evaluation produced a 72.63% multiplier; clawback provision reduces risk of misaligned payouts .
- Attendance/engagement: Board-level disclosure indicates at least 75% meeting attendance for all incumbents in 2024; she holds additional risk oversight responsibilities via the Bank’s Risk Management Committee .
- Signals from shareholder votes: 2025 say-on-pay passed; shareholders reaffirmed a three-year frequency, indicating stable support for compensation practices .
- RED FLAGS: Not independent status on governance and compensation committees (near-term), and the presence of a non-independent chair on Corporate Governance (due to familial relationship with CFO) warrant monitoring, though committee structures and disclosures partially mitigate these risks . No pledging or hedging concerns are disclosed for Austin .