Thomas Adams
About Thomas Adams
Thomas E. Adams (age 78) is a long-tenured independent director of Community Bancorp./Community National Bank, serving since 1986. He is the Lead Independent Director, chairs the Company’s Audit Committee, and serves on the Compensation Committee. Adams previously served as CEO and CFO of Newport Plastics, is owner of NPC Realty Co., and holds an accounting degree from the University of Vermont. He resides in Holland, Vermont.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newport Plastics | CEO; previously CFO | Prior to board service; dates not specified | Finance and operational leadership background; familiarity with accounting procedures |
| Coldwell Banker All Seasons Realty (now Re/Max All Seasons Realty) | Real estate agent | Until retirement in Nov 2010 | Local market knowledge; real estate acumen |
| North Country Hospital (Newport, VT) | Board member; Chairman and Treasurer | Several years | Healthcare governance; finance oversight |
| Haskell Free Library & Opera House (Derby Line, VT) | Trustee | Several years | Non-profit governance |
| Seymour Lake Association | Board member; Membership Chair | Current as of 2024 | Community engagement |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NPC Realty Co., Inc. | Owner | Ongoing | Real estate ownership/business background |
| North Country Hospital | Chairman/Treasurer | Past | Non-profit governance experience |
| Haskell Free Library & Opera House | Trustee | Past | Cultural institution governance |
| Seymour Lake Association | Membership Chair | Current | Local community involvement |
Board Governance
- Independence: Independent under NASDAQ standards; Board explicitly identifies non-independent directors (Austin, Caldwell, Couture) and Adams is not among them.
- Lead Independent Director: Adams serves as Lead Independent Director, presiding over executive sessions of independent directors.
- Committee assignments (2025): Audit (Chair), Compensation (Member).
- Attendance: Board held 4 regular and 4 special meetings (2024); each incumbent director attended ≥75% of board and committee meetings; Adams was among incumbents and attended the 2024 annual meeting (all incumbents attended except Mr. Baker).
- Risk oversight: As Audit Chair, Adams oversees accounting, reporting, internal controls, auditor selection/oversight, and participates via Audit Committee in Disclosure Control reviews. Carol Martin is the designated Audit Committee financial expert; Adams chairs the committee.
- Shareholder votes (signals): 2025 say‑on‑pay approved (For 2,216,311; Against 198,142; Abstain 205,077); shareholders supported 3‑year say‑on‑pay frequency (1,586,622 votes); auditor ratification passed.
Fixed Compensation
- Directors are paid cash-only fees (no equity compensation).
- Deferred Compensation Plan: Available to directors to defer fees, credited at the Bank’s three‑year CD rate; currently no participants.
- Directors’ Retirement Plan: Frozen; Adams has an accrued lump‑sum retirement benefit of $11,000 (for service years 1994‑2004).
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees earned in cash (Thomas E. Adams) | $44,532 | $45,925 | Cash only; excludes reimbursements and any deferred fee interest |
| Company annual retainer (non-employee directors) | $11,780 | $12,140 | Standard director retainer |
| Audit Committee Chair retainer | $2,670 | $2,750 | Adams is Audit Chair |
| Compensation Committee Chair retainer | $2,670 | $2,750 | Adams is a member, not Chair |
| Governance Committee Chair retainer | $2,670 | $2,750 | Not applicable to Adams in 2025 |
| Board meeting fee (Company/Bank) | $700 / $750 | $775 / $775 | Per meeting fees |
Performance Compensation
| Item | Status | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | Company and Bank do not pay stock-based compensation to directors. |
| Options | None | No option awards to directors disclosed. |
| Performance-linked cash/equity | None | No director performance metrics tied to compensation disclosed. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Adams. |
| Related-party transactions | Proxy lists arm’s-length services by other directors’ firms; no transactions disclosed for Adams. |
| Banking relationships | Directors/officers may have ordinary-course loans/deposits on market terms; no unfavorable features; applies generally. |
Expertise & Qualifications
- Accounting and finance: Former CFO; accounting degree (University of Vermont); familiarity with GAAP, internal controls, audit committee functions (as part of Audit Committee competency framework).
- Operating and governance experience: Former CEO; audit chair; lead independent director; deep local market knowledge.
- Community and non-profit governance: Hospital board Chairman/Treasurer; library trustee; association membership chair.
Equity Ownership
| Metric | Amount | Context |
|---|---|---|
| Beneficial ownership (shares) | 27,734 | Includes 11,545 shares in an IRA. |
| Ownership (% of outstanding) | 0.50% | Based on 5,596,981 shares outstanding (record date Mar 26, 2025). |
| Vested vs unvested | N/A | No director equity awards outstanding. |
| Pledged shares | None indicated for Adams (pledge disclosure noted for Marsh, not Adams). | |
| Stock ownership guideline | 10,000 shares target; invest 25% of board comp annually until met. | |
| Compliance status | Exceeds guideline (27,734 vs 10,000). |
Insider Filings/Trades
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Section 16(a) delinquencies (Adams) | None named | None named | Company reported timely filings except for specified individuals (not Adams). |
Governance Assessment
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Strengths:
- Long tenure with deep institutional and local market knowledge; audit chair and lead independent director roles strengthen oversight.
- Clear independence; robust ownership alignment exceeding the 10,000‑share guideline; no pledging red flag.
- Shareholder support for executive compensation and 3‑year say‑on‑pay frequency indicates stable investor sentiment.
-
Watchouts/Red Flags:
- Company has no explicit hedging prohibition policy (though insider trading policy discourages speculative transactions); management is not aware of hedging by insiders.
- Ordinary‑course loans to directors can be perceived as potential conflicts in banking, though disclosed as market‑rate with no unfavorable features.
- Audit Committee “financial expert” designation is held by Carol Martin; Adams chairs but is not the designated expert—mitigated by committee competency disclosures.
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Implications for investor confidence:
- Adams’ lead independent role and audit chair position, coupled with high ownership, are positive signals for board effectiveness and alignment.
- Stable director cash compensation structure (no equity/options) and formal ownership guidelines help ensure skin‑in‑the‑game without complex pay‑for‑performance risks.