Henry Leader
About Henry J. Leader
Henry J. Leader, age 62 (as of September 30, 2024), is an independent director of Gouverneur Bancorp, Inc. and has served on the board since 2009; he is also the Company’s Corporate Secretary since formation and the Bank’s Secretary since 2010 . Leader is a Partner at Case & Leader LLP (since 1988) and is active in local civic and religious roles, including the Gouverneur Foundation Board and as an ordained Deacon for the Roman Catholic Diocese of Ogdensburg . He is independent under Nasdaq standards (voluntarily followed by GOVB), and directors had at least 75% attendance in FY2024; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Case & Leader LLP | Partner | Since 1988 | Legal counsel experience supporting board oversight |
| Gouverneur Bancorp, Inc. | Corporate Secretary | Since formation | Stockholder communications routed to Corporate Secretary (Henry Leader) |
| Gouverneur Savings and Loan Association | Secretary | Since 2010 | Governance process custodian |
| Multiple Towns/Villages in Jefferson & St. Lawrence Counties | Legal Counsel | Ongoing | Municipal legal expertise |
| Gouverneur Central School District | Local Attorney | Ongoing | Education sector legal insights |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| Roman Catholic Diocese of Ogdensburg | Ordained Deacon | Serves St. James Church in Gouverneur |
| Gouverneur Foundation Board | Member | Community/civic involvement |
Board Governance
- Board leadership is separated (Chair: David C. McClure; CEO: Robert W. Barlow), enhancing oversight .
- Independence: All directors are independent except the CEO; Leader is independent .
- Attendance: 12 regular monthly meetings at Company and Bank; no director <75% attendance in FY2024; all directors attended the 2024 annual meeting .
- Committee assignments (as of Sept 30, 2024): Leader is not on Audit, Compensation, or Nominating & Corporate Governance; committee chairs are Audit: Amy M. Rapholz; Compensation: Clara P. Cummings; Nominating & Corporate Governance: Timothy J. Monroe .
| Committee | Member? (Henry J. Leader) |
|---|---|
| Audit | — |
| Compensation | — |
| Nominating & Corporate Governance | — |
Fixed Compensation
| Component | FY2024 Amount | FY2023 Amount |
|---|---|---|
| Director Fees (Henry J. Leader) | $28,300 | $20,100 |
| Fee Schedule (Cash) | Company Board | Bank Board | Committee/ALCO |
|---|---|---|---|
| Annual Retainer | $4,800 | $9,000 | — |
| Per Meeting Fee | $400 per Company board meeting | $750 per Bank board meeting | $150 per committee and quarterly ALCO meeting |
- Leader participates in the Directors’ Retirement Plan (target benefit: 70% of average annual board fees; full benefit at age 70 with 10 years of service; single life annuity with 10 annual payments guaranteed) .
Performance Compensation
Pending equity awards to non-employee directors are subject to stockholder approval of the 2025 Equity Incentive Plan; initial grants will occur on or about February 11, 2025 .
| Metric | Details |
|---|---|
| Restricted Stock Awards (RSAs) | 1,240 shares for Henry J. Leader; indicated dollar value $16,120 based on $13.00/share on Dec 17, 2024; vests 20% per year over 5 years |
| Stock Options | 2,712 options; exercise price at FMV on grant date; vests 20% per year over 5 years |
| Director Award Limits | Individual director annual limits: 1,446 RSAs and 3,615 options; aggregate non-employee director limits: 8,677 RSAs and 21,692 options |
| Repricing | Prohibited without stockholder approval |
| Change-in-Control | Double-trigger vesting; RSAs/RSUs fully vest and options become fully exercisable upon an involuntary termination at or following a change in control; performance awards vest at ≥ target pro rata |
| Clawback | Awards subject to Company clawback policies (SOX 304/Dodd-Frank 954 and Board-adopted policies) |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited with limited exception; margin purchases/borrowing against accounts prohibited |
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? |
|---|---|---|
| Gouverneur Foundation Board | Member | No disclosure of public company status |
| Roman Catholic Diocese of Ogdensburg (St. James Church) | Deacon | Not applicable |
| Case & Leader LLP | Partner | Private law firm |
| Local Municipalities & School District | Legal Counsel | Government/education entities |
Expertise & Qualifications
- Extensive legal experience (partner since 1988) relevant to banking regulatory compliance and corporate governance .
- Long-tenured board member with institutional knowledge (director since 2009; Corporate Secretary roles at Company and Bank) .
- Community ties and civic leadership supporting market insight and reputation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Henry J. Leader | 9,993 | ~0.90% (9,993 / 1,107,134 ) | “Unless otherwise indicated, none of the shares listed are pledged as security” |
| All Directors & Executive Officers (10 persons) | 34,527 | ~3.12% (34,527 / 1,107,134 ) | Group ownership |
- Top holders include ESOP (57,845 shares; 5.2%), Exploration Capital, Minerva Advisors, and Oppenheimer-Spence, providing external oversight context .
Governance Assessment
- Positive signals: Leader’s independence, consistent attendance, and legal expertise strengthen board oversight; separation of Chair/CEO augments governance; stockholder communications handled by Corporate Secretary (Leader) enhances responsiveness .
- Alignment: Introduction of director equity (RSAs/options) with 5-year vesting, double-trigger change-in-control, anti-repricing, and clawback provisions improves pay-for-performance alignment and shareholder protections .
- Conflicts/related-party: Loans to directors/officers are ordinary-course on market terms and in compliance; no related-party transactions >$120,000 since Oct 1, 2023; robust related-person review policy via Audit Committee . Leader’s external legal practice and Corporate Secretary role centralize governance functions; while not a disclosed conflict, it warrants continued monitoring under the related-party policy .
- Director retirement plan: Provides a defined benefit tied to board fees; while common in community banks, it can introduce entrenchment risk; disclosure and fixed formulas mitigate discretion risk .
RED FLAGS
- Potential entrenchment risk from the Directors’ Retirement Plan; investors should monitor tenure/plan accruals and alignment with performance .
- Concentration of governance roles (Corporate Secretary) combined with external legal practice could present perceived conflicts; ensure strict adherence to the related-person policy and recusal protocols .
- Maintain vigilance on hedging/pledging prohibitions; current policy prohibits hedging and generally disallows pledging, with narrow exceptions subject to capacity tests .