Chad Soper
About Chad Soper
Chad B. Soper is an independent director of Gouverneur Bancorp, Inc. (GOVB), age 58, serving since 2015. He is President and owner of Cooke Sand & Gravel, Inc., with 35+ years in the mining and concrete industry and prior service as Vice President from 1984 to 2004, bringing local market ties and business leadership to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooke Sand & Gravel, Inc. | Vice President | 1984–2004 | Operational leadership |
| Cooke Sand & Gravel, Inc. | President & Owner | 2004–present | Strategic oversight, local market relationships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Soper in the proxy . |
Board Governance
- Independence: All directors are independent under Nasdaq standards except the CEO; Soper is independent .
- Board leadership: Chair is David C. McClure; CEO is separate (Robert W. Barlow) .
- Attendance: No director attended fewer than 75% of board and committee meetings in FY2024; all directors attended the 2024 annual meeting .
- Committees and meetings:
- Audit: 4 meetings in FY2024; members include Amy M. Rapholz (Chair), Clara P. Cummings, John N. Mason .
- Compensation: 2 meetings in FY2024; members include Clara P. Cummings (Chair), David C. McClure, Chad B. Soper .
- Nominating & Corporate Governance: 1 meeting in FY2024; chair is Timothy J. Monroe; Soper is a member .
| Committee | Member | Chair? |
|---|---|---|
| Compensation | Chad B. Soper | No |
| Nominating & Corporate Governance | Chad B. Soper | No |
Fixed Compensation
| Metric (FY2024) | Amount |
|---|---|
| Director fees – Chad B. Soper (Fees Earned or Paid in Cash) | $29,350 |
| Fee Schedule (Bank Board) | Amount |
|---|---|
| Annual retainer (Bank) | $9,000 |
| Per regular monthly Bank Board meeting | $750 |
| Per committee and quarterly ALCO meeting (Bank) | $150 |
| Fee Schedule (Company Board) | Amount |
|---|---|
| Annual retainer (Company) | $4,800 |
| Per regular monthly Company Board meeting | $400 |
| Per annual Company Board meeting | $150 |
- Deferred compensation: Directors may defer fees; currently only McClure and Cummings defer—Soper not listed as a participant .
- Director Retirement Plan: Target benefit equals 70% of average annual Board fees for the last three calendar years; eligibility at age 70 with 10 years of service (reduced at age 65); Soper participates .
Performance Compensation
Initial equity grants contingent on shareholder approval of the 2025 Equity Incentive Plan (expected on or about Feb 11, 2025):
| Award Type | Grant Details | Vesting | Value/Terms |
|---|---|---|---|
| Restricted Stock Award (RSA) | 1,240 shares to Chad B. Soper | 20% per year over 5 years; accelerated on death, disability, or involuntary termination at/after change in control | Indicative dollar value $16,120 at $13.00/share (valuation as of Dec 17, 2024; actual grant-date value will vary) |
| Stock Options | 2,712 options to Chad B. Soper | 20% per year over 5 years; accelerated as above | Exercise price = fair market value at grant date; max 10-year term; no repricing allowed |
Plan mechanics and safeguards:
- Share pool: 72,307 options (10% of offering shares) and 28,923 RS/RSUs (4%); total 101,230 shares .
- Director caps: Max per non-employee director—3,615 options, 1,446 RS/RSUs; non-employee directors aggregate caps 21,692 options, 8,677 RS/RSUs .
- Double-trigger change-in-control vesting (termination required unless acquirer does not assume awards) .
- Clawbacks: Awards subject to Sarbanes-Oxley §304, Dodd-Frank §954, and company clawback policy .
- Prohibitions: No option repricing or cash buyouts of underwater options; no dividends on options .
- Performance metrics: Committee may use company/subsidiary/unit measures, absolute or relative (peer/index/plan), with inclusions/exclusions; performance awards contemplated .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Soper; profile lists private business role only . |
Expertise & Qualifications
- Thirty-five years in mining/concrete operations; President/Owner of Cooke Sand & Gravel—strong local business leadership and market ties .
- Board tenure since 2015—continuity through second-step conversion and subsequent governance initiatives .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Chad B. Soper | 3,653 | ~0.33% (3,653 / 1,107,134 outstanding) |
| All directors & officers (10 persons) | 34,527 | ~3.12% (34,527 / 1,107,134) |
Ownership and trading controls:
- Insider trading policy prohibits hedging and pledging; pledging exceptions may be granted only with demonstrated financial capacity to repay without resort to pledged securities .
- No individual director or officer owns >1% of shares; Soper below 1% .
Governance Assessment
- Effectiveness and engagement: Soper serves on two key committees (Compensation; Nominating & Corporate Governance), supporting pay oversight and board refreshment; attendance met minimum standards, and he attended the annual meeting—indicators of engagement .
- Alignment: Adoption of the 2025 Equity Incentive Plan introduces annual equity grants to directors with 5-year vesting and double-trigger CIC protections, improving long-term alignment and discouraging short-termism .
- Compensation structure: 2024 director pay was all cash; pending plan adds equity exposure. No repricing, clawbacks apply, and strict option terms mitigate pay-related risk .
- Conflicts/related-party exposure: Loans to directors/executives are on ordinary-course, market terms and compliant with banking regulations; no other related-person transactions >$120,000 since Oct 1, 2023 . Corporate governance policy includes procedures for screening and approving related-person transactions via Audit Committee .
- Independence and oversight: Board separates Chair and CEO roles; Soper is independent under Nasdaq standards .
- Policies supporting governance quality: Corporate governance guidelines (committee operations, executive sessions, succession), code of ethics for senior officers, and insider trading controls (no hedging/pledging) .
RED FLAGS (to monitor):
- Pledging exceptions: While prohibited, exceptions can be granted—monitor for any pledging requests or approvals that could impair alignment .
- Director retirement plan: Defined benefit-style director retirement (70% of average fees) can entrench tenure; assess cost and alignment implications over time .
- Equity plan implementation: Confirm proper application of double-trigger CIC and no-repricing safeguards; monitor grant sizing vs. caps (5% per director; 30% aggregate) .
Additional Notes:
- Committee meeting cadence: Audit (4), Compensation (2), Nominating (1) in FY2024—useful context for committee workload and oversight touchpoints .
- Beneficial ownership concentration among >5% holders and ESOP provides context for governance and potential voting dynamics (e.g., Exploration Capital LLC 8.6%; Minerva Advisors 7.1%; ESOP 5.2%) .