Wayne Lamberton
About Wayne Lamberton
Independent director of Community Bancorp (CMTV); appointed to the Company and Bank Boards effective January 1, 2025. Age 59; central Vermont native; U.S. Army veteran; founder of Lamberton Electric; co-owner/managing partner of Superior Development; developer/manager of Maplewood Convenience Stores and the central Vermont Comfort Inn; long-time member of the Bank’s Central Vermont Advisory Board and the Company’s state‑wide Advisory Committee; resides in Berlin, VT . Determined independent under NASDAQ standards in 2025 (exceptions named did not include Lamberton) .
Past Roles
| Organization | Role | Notes |
|---|---|---|
| Lamberton Electric | Founder | Founded after Army service; subsequently sold |
| Superior Development, LTD. | Co-Owner & Managing Partner | Real estate development company managed today |
| Maplewood Convenience Stores | Developer & Manager | Successful business development |
| Comfort Inn (central Vermont) | Developer & Manager | Hospitality asset development/management |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Community National Bank – Central Vermont Advisory Board | Member | Since inception in early 2000s |
| Community Bancorp – State‑wide Advisory Committee | Member | Ongoing |
Board Governance
- Committee Assignments (effective Jan 1, 2025): Corporate Governance/Nominating Committee (Company) – member; Risk Management Committee (Bank) – member; no chair roles disclosed .
- Independence: Board applies NASDAQ standards; independent directors designated, with exceptions for Kathryn Austin, Christopher Caldwell, and Jacques Couture (siblings with CFO). Wayne Lamberton not listed among exceptions, implying independence .
- Board leadership: Chair Stephen Marsh; Lead Independent Director Tom Adams; separate CEO and Chair roles maintained since 2017 .
- Attendance disclosure: In 2024, each incumbent director attended ≥75% of Company Board and committee meetings; annual meeting attendance strong (one exception). Wayne was appointed in 2025—no individual attendance rate disclosed yet .
| Committee (2025) | Member | Chair | Notes |
|---|---|---|---|
| Corporate Governance/Nominating (Company) | Yes | No | Majority independent; shapes governance, nominations |
| Risk Management (Bank) | Yes | No | Quarterly risk reviews; enterprise risk oversight |
Fixed Compensation
Directors are paid in cash only; no stock-based compensation for directors .
| Fee Component (Non-Employee Directors, 2024) | Amount |
|---|---|
| Company Annual Retainer | $12,140 |
| Bank Annual Retainer | $12,140 |
| Board Chair Annual Retainer | $5,510 |
| Audit Committee Chair Annual Retainer | $2,750 |
| Compensation Committee Chair Annual Retainer | $2,750 |
| Governance Committee Chair Annual Retainer | $2,750 |
| Company Board Meeting Fee | $775 |
| Company Board Committee Meeting Fee | $775 |
| Disclosure Control Committee Meeting Fee | $775 |
| Bank Board Meeting Fee | $775 |
| Bank Board Committee Meeting Fee | $775 |
| Bank Advisory Council Meeting Fee | $645 |
Note: Wayne Lamberton joined in 2025; his 2025 director compensation amounts are not yet disclosed in the 2025 proxy’s 2024 compensation table (which reports 2024 service) .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked director pay | None; Company and Bank do not pay stock-based or performance equity to directors |
| Directors’ Deferred Compensation Plan | Available (cash deferrals at 3-year CD rate); currently no participants |
| Legacy Directors’ Retirement Plan | Lump sum $1,000 per year of service (1994–2004 service window only); remaining accrual $22,000; not applicable to new 2025 appointees like Lamberton |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Wayne Lamberton in proxy biography |
| Private/non-profit boards | Bank Advisory Board; Company Advisory Committee |
| Interlocks/conflicts | Not disclosed for Lamberton; general related-person transactions (loans/services) detailed elsewhere |
Expertise & Qualifications
- Local market operator with multi-sector experience (electrical contracting, real estate development, convenience retail, hospitality), aligning with community banking customer base .
- U.S. Army veteran; long-standing advisory involvement with the Bank/Company .
- Age 59; appointed January 2025; resides Berlin, VT .
- Education: not disclosed.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Wayne A. Lamberton | 3,000 | 0.05% |
- Director ownership guidelines: Target 10,000 shares; non-employee directors below target must invest 25% of total Board compensation annually until attainment .
- Hedging policy: No explicit prohibition; insider trading policy discourages speculative trades (e.g., short sales); management not aware of hedging by insiders as of proxy date .
Governance Assessment
- Election mandate: Wayne Lamberton elected at 2025 Annual Meeting with 2,571,223 For; 48,307 Withhold/Abstain; 842,783 broker non-votes—comparable support among slate peers, indicating solid shareholder confidence .
- Committee fit: Placement on Corporate Governance/Nominating and Bank Risk Management leverages local business acumen for governance and risk oversight; no chair role yet (typical for new appointees) .
- Alignment: Cash-only director pay increases reliance on stock ownership guidelines; current ownership (3,000 shares) below 10,000-share guideline—expected to accumulate per policy, but present shortfall is a mild alignment gap .
- Related-party exposure context: Community bank permits ordinary-course loans to directors/customers at market terms; aggregate related-party loan balances rose markedly in 2024, a monitoring point for governance (see table) .
- Policy note: Board lacks an explicit hedging prohibition policy for insiders (though discourages speculative trading). Absence of a formal hedging ban is a modest governance red flag relative to best practices .
- Say-on-pay: 2025 advisory vote approved (2,216,311 For vs 198,142 Against; 205,077 Abstain); shareholders supported a 3-year say-on-pay frequency—signals broad governance support environment .
2025 Election Results (Proposal 1 – Director Slate)
| Nominee | For | Withhold/Abstain | Broker Non-Votes |
|---|---|---|---|
| Wayne A. Lamberton | 2,571,223 | 48,307 | 842,783 |
Related-Party Loans (Aggregate; Directors/Principal Officers)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Balance, beginning of year ($) | 15,717,582 | 17,249,528 |
| New loans to existing principal officers/directors ($) | 3,218,327 | 13,016,113 |
| Repayments ($) | (1,686,381) | (2,077,879) |
| Balance, end of year ($) | 17,249,528 | 28,187,750 |
| Related-party deposits ($) | 13,914,079 | 16,363,334 |
All such loans are stated to be on substantially the same terms as comparable transactions with unaffiliated persons and do not involve more than normal risk or unfavorable features; several directors’ external service providers also disclosed (legal and fuel services) on arm’s length terms .
Director Compensation Structure (Peer Context – 2024)
| Component | Amount |
|---|---|
| Fees earned in cash only; no stock grants/options | Policy |
| Typical outside director fees (range) | See schedule above |
RED FLAGS
- Stock ownership guideline shortfall: 3,000 vs 10,000-share target; expected annual investment until attainment .
- No explicit hedging prohibition for insiders; only discouragement via policy—below best-practice standards .
- Elevated aggregate related-party lending activity in 2024; while on market terms, warrants monitoring for concentration/oversight .
Notes on Independence, Attendance, and Engagement
- Independence: Not listed among non-independent directors for 2025; Board applies NASDAQ standard .
- Attendance: 2024 disclosure shows incumbents met ≥75% threshold; Wayne appointed 2025—no personal attendance record yet .
- Engagement: Long-standing advisory roles suggest strong local engagement and pipeline development aligned with community bank strategy .
Appendix: Committee Composition Snapshot (2025)
| Committee | Members (selected) |
|---|---|
| Audit (Company) | Adams (Chair), Baker, Bouffard, Conant, Martin, Wheeler; Martin designated financial expert; met 4x in 2024 |
| Compensation (Company) | Conant (Chair), Adams, Austin, Baker, Bouffard, Marsh, Martin, Wheeler; met 2x in 2024 |
| Corporate Governance/Nominating (Company) | Couture (Chair), Austin, Caldwell, Laforce, Marsh, Marvin, Moore, Oeschger; Lamberton a member per assignment table |
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