Stephen Marsh
About Stephen P. Marsh
Stephen P. Marsh (age 77) is Board Chair of Community Bancorp. and Community National Bank, first appointed to the Board in 1998, and previously served as President (2004–2015) and CEO (2008–2016) after joining the Bank in 1973 and holding roles including CFO and COO, bringing deep operating and financial leadership experience in community banking . The Board determines Marsh is independent under NASDAQ standards (exceptions apply only to Kathryn Austin, Christopher Caldwell, and Jacques Couture) . He was re-elected to a term expiring at the 2028 annual meeting with 2,534,461 votes “FOR” and 85,069 “WITHHOLD” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Bancorp. & Community National Bank | Board Chair | 2011–present | Provides independent oversight and strategic leadership |
| Community Bancorp. & Community National Bank | CEO | 2008–2016 | Led the Company and Bank through multiple cycles |
| Community Bancorp. & Community National Bank | President | 2004–2015 | Operational leadership across core banking functions |
| Community Bancorp. & Community National Bank | CFO; COO | Pre-2004 (dates not specified) | Financial and operational management foundation |
| Community National Bank | Employee (various managerial roles) | Joined 1973 | Progressive leadership responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orleans County Child Advocacy Board | Member | Current (not dated) | Community engagement and advocacy |
Board Governance
- Roles: Board Chair; Member, Compensation Committee; Member, Corporate Governance/Nominating Committee; Member, Bank Risk Management Committee .
- Independence: Determined independent by Board under NASDAQ standards (non-independent directors are Austin, Caldwell, Couture) .
- Board structure: Chair and CEO separated since 2017; lead independent director (Tom Adams) presides over executive sessions .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; all incumbent directors attended the 2024 annual meeting except Bruce Baker (Marsh attended) .
- 2025 Committee assignments (effective Jan 1, 2025): Corporate Governance/Nominating (✓), Compensation (✓), Bank Risk Management (✓); not an Audit Committee member .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Total director cash fees (2024) | $50,235 | Cash-only; includes Board and committee fees and chair retainer per schedule |
| Annual Board Chair retainer (Company) | $5,510 | Cash |
| Annual director retainer (Company) | $12,140 | Cash |
| Board meeting fee (Company/Bank) | $775 per meeting | Cash |
| Committee meeting fee (Company/Bank) | $775 per meeting | Cash |
- Directors receive no stock-based compensation; compensation is entirely cash .
- Directors may defer fees under the Deferred Compensation Plan; currently no participants .
- Legacy Directors’ Retirement Plan accruals exist only for Adams and Couture ($11,000 each); Marsh not listed as participant .
Performance Compensation
| Compensation Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None | Company does not pay stock-based compensation to directors |
| Performance-based cash metrics | None for directors | Executive incentive metrics are separate and not applicable to directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Marsh |
| Private/non-profit boards | Orleans County Child Advocacy Board |
| Interlocks/conflicts | None disclosed involving Marsh; general related-party transactions disclosed for other directors (law firms; energy services) on arm’s length terms |
Expertise & Qualifications
- Deep community banking leadership (CFO, COO, President, CEO) with 50+ years at the institution and extensive governance experience as Board Chair .
- Strategic and risk oversight through Corporate Governance/Nominating, Compensation, and Bank Risk Management Committees .
- Board’s Audit Committee “financial expert” designation applies to Carol A. Martin, not Marsh .
Equity Ownership
| As-of Date | Total Beneficial Ownership | Ownership % of Outstanding | Breakdown | Pledged Shares |
|---|---|---|---|---|
| March 26, 2025 | 105,409 shares | 1.88% | 28,556 shares jointly with spouse; 75,951 shares via Company stock fund in 401(k) Plan | 28,556 shares pledged as collateral at a nonaffiliated bank (RED FLAG) |
- Shares outstanding: 5,596,981 (record date) .
- Director stock ownership guideline: 10,000 shares target; Marsh exceeds guideline with 105,409 shares .
Say-on-Pay & Shareholder Feedback (Context)
| Proposal | For | Against | Abstain | Broker Non-Vote | Outcome |
|---|---|---|---|---|---|
| Advisory vote to approve executive compensation (2025) | 2,216,311 | 198,142 | 205,077 | 842,783 | Approved |
| Advisory vote on frequency (2025) | 3 Years: 1,586,622; 2 Years: 225,545; 1 Year: 739,312 | — | 68,051 | 842,783 | 3-year frequency approved |
| Auditor ratification (2025) | 3,458,434 | 2,357 | 1,522 | 0 | Approved |
Governance Assessment
-
Strengths
- Independence, long tenure, and extensive operating experience strengthen oversight and strategic continuity as Board Chair .
- High personal ownership materially exceeds director guideline, signaling alignment with shareholders .
- Committee breadth (Compensation, Corporate Governance/Nominating, Risk Management) supports board effectiveness and risk oversight .
- Board structure separates Chair and CEO; lead independent director presides over executive sessions, promoting independent oversight .
-
Risk Indicators & RED FLAGS
- Shares pledged: 28,556 shares pledged as loan collateral—introduces potential forced selling risk and misalignment in stress scenarios (RED FLAG) .
- Hedging policy: Company has not adopted an explicit anti-hedging prohibition; policy discourages speculative trading but permits hedging absent express ban—potential alignment concern .
- Compensation Committee composition includes current/former executives (Austin; Caldwell) alongside independent members; while majority independent, executive participation can dilute independence optics .
- Directors paid entirely in cash without equity-based director grants; while simple, it limits direct director exposure to equity performance beyond personal holdings .
-
Attendance/Engagement
- Met attendance requirements (≥75% of meetings); attended annual meeting (2024), indicating engagement .
- Strong shareholder support for board slate in 2025 (Marsh re-elected with 2,534,461 “FOR” votes), suggesting investor confidence in board leadership .
-
Related Party/Loans
- No Marsh-specific related-party transactions disclosed; general insider deposit/loan relationships are on market terms and standard risk profiles .
Overall, Marsh’s independence, deep institutional knowledge, and substantial personal ownership are positives for investor confidence; the pledged shares and permissive hedging framework are notable governance risk flags that warrant ongoing monitoring .