Clara Cummings
About Clara P. Cummings
Independent director of Gouverneur Bancorp, Inc. since 2021; age 49 as of September 30, 2024. Education includes B.S. in Accounting (Clarkson University) and M.S. in Teaching (SUNY Potsdam). Career spans accounting roles in regional mining companies and current Human Resource Director at Empire State Mines, LLC (appointed 2017), with strong community engagement in local school, parish councils, and hospital auxiliary. Board tenure since 2021 with independence affirmed under Nasdaq standards (voluntarily followed) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zinc Corporation of America | Accountant | From 1997 | Early finance/accounting experience |
| St. Lawrence Zinc Corporation | Accountant | From 2006 | Continuation of finance discipline |
| Empire State Mines, LLC | Human Resource Director | Appointed 2017 | HR leadership; local labor/operations insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gouverneur Central School | Shared Decision-Making Team Member | Current | Community stakeholder |
| St. James Parish & School | Parish Council & Education Council Member | Current | Local governance engagement |
| Gouverneur Hospital Auxiliary | Member | Current | Community healthcare link |
Board Governance
- Board leadership structure separates Chair and CEO; Chair is David C. McClure (independent), CEO is Robert W. Barlow (non-independent) .
- Independence: All directors except CEO are independent per Nasdaq standards (voluntarily followed) .
- Attendance and engagement:
- FY2024: 12 regular monthly board meetings (Company and Bank); no director attended fewer than 75% of board/committee meetings; all directors attended the Company’s 2024 annual meeting .
- FY2023: 12 regular monthly and 5 special board meetings (Company and Bank); no director under 75% attendance .
- Committee assignments (role evolution):
- FY2023: Audit (member); Nominating & Corporate Governance (Chair); Compensation (not listed) .
- FY2024 (as of Sept 30, 2024): Audit (member); Compensation (Chair); Nominating & Corporate Governance (not listed); committee meeting counts: Audit 4, Compensation 2, Nominating 1 .
| Committee | FY2023 Status | FY2024 Status | Meeting Count FY2024 |
|---|---|---|---|
| Audit | Member | Member | 4 |
| Compensation | — | Chair | 2 |
| Nominating & Corporate Governance | Chair | — | 1 |
- Risk oversight: Audit Committee chaired by Amy M. Rapholz, designated “audit committee financial expert” .
- Executive sessions and governance policy exist (frequency not disclosed); insider trading/hedging/pledging restrictions in place .
Fixed Compensation
- Board fee structure:
- Bank: $9,000 annual retainer; $750 per regular monthly board meeting; $150 per committee and quarterly ALCO meeting .
- Company: $4,800 annual retainer; $400 per regular monthly board meeting; $150 per annual meeting .
- Director cash compensation (Fees Earned):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $20,700 | $29,800 |
- Deferred Compensation: As of 2025 proxy, Cummings and McClure defer board fees under the Voluntary Deferred Compensation Plan (RBC-managed mutual funds) . In 2024 proxy, only McClure deferred, indicating Cummings began deferral in 2024/2025 period .
Performance Compensation
- 2025 Equity Incentive Plan approved (Feb 10, 2025); non-employee director initial grants (time-based vesting, 20%/year over 5 years; double-trigger vesting on change in control if separation; clawback applies; no option repricing) .
| Award Type | Grant Date | Quantity | Vesting | Dollar Value/Terms |
|---|---|---|---|---|
| Restricted Stock Award | On or about Feb 11, 2025 | 1,239 shares | 20% per year over 5 years; accelerated on death, disability, involuntary termination at/after change in control | $16,107 based on $13.00 FMV as of Dec 17, 2024 (illustrative; actual grant-date FMV applies) |
| Stock Options | On or about Feb 11, 2025 | 2,712 options | 20% per year over 5 years; accelerated on death, disability, involuntary termination at/after change in control | Exercise price = grant-date FMV; no repricing; 10-year max term |
- Plan guardrails:
- Director award limits: max 5% of option pool (3,615) and 5% of restricted pool (1,446) per director per year; aggregate non-employee director caps at 30% (21,692 options; 8,677 restricted) .
- Clawback and hedging/pledging restrictions apply; insider trading policy prohibits hedging and pledging, with limited pledge exceptions subject to capacity review .
- Performance measures may be used for future awards (currently initial grants are time-based) .
Performance Metric Framework (Plan-Level; for potential future awards)
| Category | Examples | Notes |
|---|---|---|
| Company/Business Unit Performance | Absolute/relative measures to peers, indices, business plan | Committee discretion to include/exclude items |
| Individual Performance | Goal-based assessment | Applicable to award agreements |
Other Directorships & Interlocks
- No public company boards disclosed for Cummings; roles are local community and industry (Empire State Mines) .
- Related-party safeguards: Audit Committee reviews/approves related person transactions >$120,000; loans to directors permitted only under standard banking terms and regulatory compliance; FY2024/FY2023 show no other transactions >$120,000 and director/executive loans were ordinary-course, on market terms, performing .
Expertise & Qualifications
- Accounting background (B.S. Accounting) and HR leadership in mining; deep local market ties and community governance experience .
- Not designated as the Audit Committee financial expert (designation held by Rapholz) .
Equity Ownership
- Beneficial ownership (as of Dec 13, 2024):
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Clara P. Cummings | 3,782 | None pledged; directors/executives individually <1% of outstanding; group (10 persons) held 34,527 |
| Shares Outstanding Reference | 1,107,134 | As of Dec 13, 2024 |
- Ownership alignment:
- Upcoming equity grants (RS and options) increase alignment; director award caps and vesting length are aligned with long-term shareholder interests .
- Hedging prohibited; pledging prohibited with narrow exceptions; clawbacks applicable to awards .
Governance Assessment
- Strengths:
- Independent director with committee leadership (Compensation Chair in FY2024; prior Nominating & Governance Chair in FY2023), indicating trust and influence over pay and governance .
- Board separation of Chair/CEO; robust clawback, no repricing, double-trigger vesting; insider trading/hedging/pledging policies enhance investor alignment .
- Documented attendance and engagement; participation in deferred compensation plan signals long-term orientation .
- Watch items:
- Not the designated audit financial expert; ensure sufficient financial oversight depth on Audit Committee where she serves .
- Equity Incentive Plan vote was relatively close (450,606 For vs 408,405 Against; 78,362 broker non-votes), suggesting investor scrutiny of equity compensation; Compensation Committee (chaired by Cummings) should be attentive to award sizing, performance linkages, and dilution optics .
- External employment at Empire State Mines: while no related-party transactions were reported, ongoing monitoring of any potential business relationships with the bank is prudent; policies exist to manage conflicts .
- Signals:
- Rotation of committee roles from Nominating & Governance (Chair) to Compensation (Chair) and broader committee reshuffles across FY2023–FY2024 indicate active governance refresh and capacity building .
Shareholder Vote Context (Feb 10, 2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Equity Incentive Plan | 450,606 | 408,405 | 1,305 | 78,362 |
| Auditor Ratification (FY2025) | 820,886 | 115,690 | 2,102 | — |
Board & Committee Activity Reference
| Metric | FY2023 | FY2024 |
|---|---|---|
| Company Board Meetings (Regular) | 12 | 12 |
| Company Board Meetings (Special) | 5 | 0 |
| Audit Committee Meetings | 12 | 4 |
| Compensation Committee Meetings | 2 | 2 |
| Nominating & Governance Meetings | 2 | 1 |
Related-party policy: transactions over $120,000 require Audit Committee approval; loans to insiders must be ordinary course, on market terms, and compliant; FY2023–FY2024 show compliance and no other material insider transactions .
Insider trading policy: prohibits hedging and pledging; limited pledge exceptions require demonstrated capacity to repay without resort to pledged securities .
Equity plan protections: no option repricing or cash buyouts of underwater options without shareholder approval; double-trigger CIC vesting; director and employee award caps; clawback .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed; community roles listed above |
Fixed Compensation (Detail)
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Cash Fees (Total) | $20,700 | $29,800 | Driven by retainer + meeting fees per published schedule |
| Deferred Compensation Elections | McClure only | McClure and Cummings | RBC Wealth Management funds; flexible distributions |
Performance Compensation (Detail)
| Feature | Term | Governance Safeguard |
|---|---|---|
| RS Award (Initial) | 1,239 shares; 20% annual vesting | Clawback; double-trigger CIC; dividend timing set by plan; director caps |
| Stock Options (Initial) | 2,712; 20% annual vesting; 10-year term | Exercise price = FMV; no repricing; no dividends; Section 409A compliance |
| Performance Awards | Committee may use Company/BU/individual metrics | Flexibility to include/exclude items; target/pro-rata vesting on CIC for performance awards |
Equity Ownership
| Holder | Shares | % of Outstanding | Pledged |
|---|---|---|---|
| Clara P. Cummings | 3,782 | <1% (directors/executives individually) | None indicated |
| Directors & Executives (10 persons) | 34,527 | 3.1% | Not indicated |
Governance Assessment Summary
- Overall, Cummings presents as a highly engaged, independent director with evolving leadership responsibilities (now Compensation Chair), a prudent equity plan framework, and meaningful upcoming equity alignment. The close equity plan vote underscores a need for transparent pay-for-performance linkages and careful award sizing under her committee leadership. No material conflicts or related-party exposures are disclosed; insider trading and anti-hedging/pledging policies support investor confidence .