David McClure
About David C. McClure
David C. McClure, age 65, is Chairman of the Board at Gouverneur Bancorp, Inc. (GOVB) and has served as a director since 2016. He is Executive Vice President at KPH Healthcare Services (Kinney Drugs), where he has held various roles since 1993, including Vice President of Real Estate in 2008 and Executive Vice President in 2022. McClure also serves on the board of KPH Healthcare and is President of the Kinney Drugs Foundation; he is a past trustee of the Gouverneur EJ Noble Hospital. He is considered independent under Nasdaq standards, and all directors attended the 2024 annual meeting; no director attended fewer than 75% of combined Board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPH Healthcare Services | Various roles since 1993; VP Real Estate (2008); Executive Vice President (2022) | 1993–present | Long-standing operator with market ties; business and leadership experience relevant to community banking |
| Gouverneur EJ Noble Hospital | Board of trustees (past) | Not disclosed | Community healthcare governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KPH Healthcare Services | Board member | Since 1993 | Private company; pharmacy/healthcare operator |
| Kinney Drugs Foundation | President | Not disclosed | Philanthropic leadership |
Board Governance
- Chair of the Board, separate from CEO (enhances oversight). McClure is Chairman; Robert W. Barlow is CEO .
- Independence: McClure is independent; all committee members are independent per Nasdaq standards .
- Attendance: Board met 12 times in FY2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committees (FY2024):
- Audit Committee: 4 meetings; McClure not a member .
- Compensation Committee: 2 meetings; McClure is a member (not chair) .
- Nominating & Corporate Governance: 1 meeting; McClure not a member .
| Committee | Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | No | Amy M. Rapholz | 4 |
| Compensation | Yes | Clara P. Cummings | 2 |
| Nominating & Corporate Governance | No | Timothy J. Monroe | 1 |
Executive sessions: Governance policy includes convening executive sessions of independent directors (frequency not disclosed) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Director fees (cash) | $32,350 | Actual fees paid for FY2024 service |
| Retainers and meeting fees (structure) | Company Board retainer $4,800; Company Board meeting $400; Annual meeting $150; Bank Board retainer $9,000; Bank Board meeting $750; Committee/quarterly ALCO $150 | Applies to all directors; McClure eligible |
| Deferred compensation election | Yes (participates) | McClure defers Board fees via RBC Wealth Management options |
| Director retirement plan participation | Yes | Target 70% of average last 3 years of fees; age/service conditions apply |
Performance Compensation
| Equity Award Term | Detail |
|---|---|
| Initial restricted stock grant (contingent on plan approval) | 1,240 shares to McClure; indicated dollar value $16,120 based on $13.00/share FMV at 12/17/2024; grant on or about Feb 11, 2025; vests 20% per year |
| Initial stock option grant | 2,712 options to McClure; exercise price = FMV at grant; vests 20% per year; 10-year maximum term |
| Change-in-control treatment | Double trigger: full vesting upon change in control plus involuntary termination/resignation for good reason; if awards not assumed by acquirer, immediate vesting; performance awards vest at target pro-rata (or higher if certified) |
| Clawback | Awards subject to SOX 304/Dodd-Frank 954 clawback and any Board-adopted clawback policy |
| Repricing | Prohibited without shareholder approval; no cash buyouts of underwater options |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except limited exceptions with demonstrated capacity; margin purchases prohibited |
| Performance metrics | Committee may use Company/segment/individual measures; initial director grants are time-based (no specific performance metrics disclosed) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| KPH Healthcare Services (Kinney Drugs) | Private | Board member; EVP | No related-party transactions >$120,000 disclosed; loans to directors in ordinary course and compliant with regs |
Expertise & Qualifications
- Local market leadership, real estate and operating expertise from decades at KPH Healthcare, with board-level governance experience since 1993 .
- Community healthcare governance via past hospital trusteeship; foundation leadership (Kinney Drugs Foundation) .
- Brings ties to the market area and business leadership relevant to a community bank board .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Outstanding | Ownership % | Pledged |
|---|---|---|---|---|
| David C. McClure | 4,565 | 1,107,134 | ~0.41% (4,565/1,107,134) | None indicated (proxy notes none pledged unless otherwise stated) |
| Directors & officers (group of 10) | 34,527 | 1,107,134 | ~3.1% (as disclosed) | Not indicated |
ESOP holds 57,845 shares (5.2%); unrelated to McClure’s personal holdings .
Governance Assessment
- Strengths: Independent Chair separate from CEO improves oversight; McClure serves on Compensation Committee (independent); attendance thresholds met; directors attended 2024 annual meeting; clear insider trading, anti-hedging/pledging policies; equity plan includes double-trigger vesting and clawback, and prohibits repricing .
- Alignment: 2025 equity grants to non-employee directors (including McClure) add equity-based alignment with multi-year vesting; combined with existing cash fee structure and deferred comp election, McClure’s incentives mix will shift toward equity over time .
- Potential conflicts: McClure’s executive role at KPH Healthcare creates potential for customer/vendor overlap; however, proxy discloses no related-party transactions >$120,000 and director/officer loans were ordinary course at market terms and compliant with federal regulations, mitigating conflict risk .
- Signals to monitor: Implementation of the 2025 Equity Incentive Plan (grant timing and vesting); any future use of performance criteria for director awards (currently time-based); continued adherence to anti-hedging/pledging and clawback policies .