Duane Pelkey
About Duane Pelkey
Duane M. Pelkey was appointed to the Board of Directors of Gouverneur Bancorp, Inc. (and its subsidiary, Gouverneur Savings and Loan Association) on August 18, 2025; at appointment he was not placed on any board committee and was to receive the Company’s standard director compensation of a $27,600 annual cash retainer. The filing notes no arrangements leading to his selection and no related-party transactions requiring disclosure under Item 404(a). Age, education, and prior professional background were not disclosed in Company filings.
Board Governance
- Board structure separates Chairman (David C. McClure) and CEO (Robert W. Barlow), emphasizing independent oversight and division of responsibilities.
- The board’s role in risk oversight is distributed across the full board and committees; the Audit Committee oversees financial reporting and controls, while the Compensation Committee reviews compensation policies for pay-performance alignment.
- In FY 2024 the Company and Bank boards each held 12 regular monthly meetings; no director attended fewer than 75% of their board and committee meetings.
- The Company follows Nasdaq independence standards; all directors except the CEO were independent at the time of the 2025 proxy. Pelkey’s specific independence determination had not yet been disclosed.
- The Nominating & Corporate Governance Committee applies explicit director criteria (financial, regulatory, banking experience; integrity; independence; time commitment; market area familiarity) and reviews attendance and independence prior to renomination.
Committee Assignments (Pelkey at Appointment)
| Committee | Assignment | As-of Date |
|---|---|---|
| Audit | None at appointment | Aug 18, 2025 |
| Compensation | None at appointment | Aug 18, 2025 |
| Nominating & Corporate Governance | None at appointment | Aug 18, 2025 |
Board Committees Overview (FY 2024)
| Committee | Chair | Meetings (FY 2024) |
|---|---|---|
| Audit | Amy M. Rapholz | 4 |
| Compensation | Clara P. Cummings | 2 |
| Nominating & Corporate Governance | Timothy J. Monroe | 1 |
Fixed Compensation
| Component | Amount | Effective/Context | Notes |
|---|---|---|---|
| Standard director cash retainer (Pelkey at appointment) | $27,600 | Aug 18, 2025 | No committee assignments at appointment |
| Bank Board annual retainer (FY 2024 program) | $9,000 | FY 2024 | Program terms disclosed in 2025 proxy |
| Bank Board per regular monthly meeting | $750 | FY 2024 | Program terms disclosed |
| Bank committee or quarterly ALCO meeting | $150 | FY 2024 | Program terms disclosed |
| Company Board annual retainer | $4,800 | FY 2024 | Program terms disclosed |
| Company Board per regular monthly meeting | $400 | FY 2024 | Program terms disclosed |
| Company annual meeting attendance | $150 | FY 2024 | Program terms disclosed |
| Deferred compensation (directors) | Available; RBC mutual funds | Ongoing | Two directors (McClure, Cummings) were deferring at disclosure |
| Directors’ Retirement Plan | Target benefit = 70% of last 3 years’ avg board fees | Eligibility/benefit terms | 10 annual payments; age/service conditions |
Performance Compensation
| Equity Plan Feature | Detail |
|---|---|
| Share reserve (2025 Equity Incentive Plan) | 101,230 shares total; Options: 72,307; RS/RSU: 28,923 |
| Director initial grants (2025 Annual Meeting) | Stock options: 2,712; Restricted stock: 1,239 or 1,240; vest 20% per year starting 1st anniversary |
| Pelkey applicability | Appointed after 2025 Annual Meeting; no director equity grants disclosed for him at appointment |
| Repricing prohibition | No repricing or exchange of underwater options without shareholder approval |
| Change-in-control vesting | Double trigger (CIC + involuntary termination/good reason) unless awards are not assumed |
| Clawback/Trading policies | Awards subject to Company clawback and hedging/pledging restrictions |
| Minimum vesting | At least 95% of awards vest not more rapidly than over one year (limited exceptions) |
Other Directorships & Interlocks
- Not disclosed in Company filings for Pelkey. (No data found in 2024–2025 proxy and 8-K records searched.)
Equity Ownership
- Pelkey’s beneficial ownership was not disclosed at appointment; the FY 2024 beneficial ownership table predates his appointment and shows none of the then-directors/executives owned >1% and the group owned 3.1% in aggregate. This does not include Pelkey.
Related Party Transactions and Conflicts
- The appointment 8-K states no transactions directly or indirectly involving Pelkey requiring disclosure under Item 404(a).
- Related-party transaction approval policy assigns review to the Audit Committee, with specified thresholds, exclusions (ordinary-course products on market terms; director/executive compensation approved by board/committee), and decision criteria.
Governance Assessment
- Appointment timing and onboarding: Pelkey joined in August 2025 with no committee assignments at appointment; this signals an initial acclimation period rather than immediate committee leadership.
- Compensation alignment: A single fixed cash retainer of $27,600 at appointment suggests a simplified director compensation structure versus the prior per-meeting program; equity alignment for Pelkey has not been disclosed as of appointment, while the broader equity plan sets prudent guardrails (no repricing, double-trigger CIC, clawback/hedging limits).
- Independence and conflicts: The board follows Nasdaq independence standards and disclosed no Pelkey-related Item 404 transactions, supporting investor confidence on conflict management; Pelkey’s formal independence status will be clarified in the next proxy.
- Board effectiveness: Separation of Chair and CEO, clear committee charters, frequent meetings, and strong attendance create a robust governance environment into which Pelkey enters.
RED FLAGS: None identified in filings regarding Pelkey—no related-party transactions; no equity award repricing; board maintains double-trigger CIC for awards and enforces clawback/hedging restrictions.
Watch items: Confirm Pelkey’s independence determination and any committee assignments in the next proxy cycle; monitor for equity grants under the 2025 Plan and adherence to director ownership/pledging policies.