James Campanaro
About James Campanaro
James D. Campanaro is Vice President and Chief Financial Officer of Gouverneur Bancorp, Inc. and Gouverneur Savings and Loan Association since May 2024; age 30. He holds a B.S. in Accounting and an MBA in Accounting from Alfred University, earned the Certified Management Accountant (CMA) in July 2021 and the Certified in Strategy and Competitive Analysis (CSCA) in November 2021; he is an active member of the Institute of Management Accountants (IMA) and the Financial Managers Society (FMS) . The company has not disclosed TSR, revenue growth, or EBITDA growth metrics linked to his individual performance or compensation in the proxy filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gouverneur Savings and Loan Association | Accountant | Jan 2017 – Jun 2022 | Progression in financial reporting and controls; foundation for later senior roles |
| Gouverneur Savings and Loan Association | Senior Accountant | Jun 2022 – Dec 2023 | Expanded responsibilities in accounting and financial management |
| Gouverneur Savings and Loan Association | Vice President of Accounting | Dec 2023 – May 2024 | Leadership over accounting function prior to CFO appointment |
| Gouverneur Bancorp, Inc. and Bank | Vice President & Chief Financial Officer | May 31, 2024 – Present | Executive oversight of financial reporting, capital, and governance; signed SEC filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Institute of Management Accountants (IMA) | Member; CMA | CMA achieved Jul 2021 | Professional standards, advanced cost management competency |
| Institute of Management Accountants (IMA) | Member; CSCA | CSCA achieved Nov 2021 | Strategic analysis expertise supporting financial planning |
| Financial Managers Society (FMS) | Member | Not disclosed | Industry networking and best practices for bank finance |
Fixed Compensation
- Campanaro was not a “named executive officer” in FY2023 or FY2024 proxy disclosures; no base salary, target bonus or actual bonus was reported for him. The 2024 and 2025 Summary Compensation Tables list other executives but do not include him, so individual cash comp details are not disclosed .
- No material plan, contract or arrangement or equity grant was entered into in connection with his CFO appointment effective May 31, 2024 .
Performance Compensation
- No individual incentive metrics, weightings, targets, or payouts tied specifically to Campanaro are disclosed in the 2024 or 2025 proxy statements .
- Company-level Equity Incentive Plan (2025) features relevant to executives: double-trigger vesting on change-of-control if terminated involuntarily or for good reason; minimum 1-year vesting for at least 95% of awards; no option repricing; performance measures may be used, with target-level vesting pro-rata on change-of-control for performance awards unless certified above target .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 231 | Includes 131 ESOP-allocated shares for Campanaro |
| Shares outstanding (reference) | 1,107,134 | As of Dec 13, 2024 |
| Ownership % of outstanding | ~0.0209% | Derived from 231 / 1,107,134 |
| ESOP participation/vesting | ESOP allocates shares; full vesting after 5 years service | Plan description; participants become fully vested after five years; distributions at separation; 15-year ESOP loan structure |
| Pledging/Hedging | Prohibited by insider trading policy (pledging exceptions require demonstrated capacity; hedging disallowed) | Indicates alignment; company policy prohibits hedging and generally pledging by directors/officers |
| Pledged shares | None indicated | “Unless otherwise indicated, none of the shares listed are pledged” in ownership table |
Employment Terms
| Term | Details |
|---|---|
| CFO appointment | Effective May 31, 2024; no new compensatory plan or grant upon appointment |
| Change-in-Control Agreement (CIC) | Executed Oct 30, 2025; term 24 months; auto-renews each Oct 30 to maintain a 24-month rolling term unless non-renewed |
| CIC triggers | Double-trigger: involuntary termination without cause or resignation for good reason concurrent with or within 24 months after a change in control |
| CIC cash severance | Lump sum equal to 2× (current base salary + average of cash bonuses earned over the prior 3 years) |
| Accrued amounts on termination | Earned but unpaid base salary, accrued but unused vacation, and earned but unpaid annual bonus through termination date |
| COBRA benefits | Company-paid health, dental, vision COBRA up to 18 months or until coverage obtained elsewhere |
| 280G excise tax handling | “Net-after-tax benefit” cutback provision to avoid excise tax if it produces a better after-tax outcome |
| Equity plan treatment on CIC | Awards become fully vested on double-trigger; performance awards vest at target pro-rata unless certified above target; full vesting if awards not assumed by acquiror |
| Clawback policy | Awards subject to SOX 304/Dodd-Frank 954 clawbacks and company clawback policies; restatements due to misconduct trigger reimbursement |
Risk Indicators & Related Party
- Family relationship: Campanaro’s wife is the niece of Henry J. Leader, a director and Corporate Secretary; no transactions requiring Item 404(a) disclosure were identified and no arrangements or understandings for his selection were noted .
- Governance alignment: Insider trading policy prohibits hedging and generally pledging, with limited exceptions; equity plan prohibits option repricing and enforces double-trigger vesting on change-in-control .
Performance & Track Record
- SEC filings signatory: Campanaro signed multiple 8-Ks as CFO, evidencing operational involvement in disclosure controls and governance .
- No disclosures of controversies, investigations, or legal proceedings involving Campanaro in the reviewed documents .
Compensation Committee & Peer Practices (Context)
- Compensation Committee oversees executive pay; aims to align compensation with performance and shareholder returns; 2025 plan designed to attract/retain talent post-conversion with share reserves consistent with industry standards; no specific grants to employees determined at time of proxy .
Investment Implications
- Alignment: Small personal ownership and ESOP allocation plus prohibition on hedging/pledging support alignment, though the absence of disclosed individual equity grants (as of the 2025 proxy) limits near-term selling pressure; future grants under the 2025 plan could introduce vesting-driven supply over time .
- Retention risk: The rolling 24‑month CIC agreement with 2× salary+bonus, COBRA coverage, and 280G net benefit reduces departure risk around potential strategic activity; equity plan’s double-trigger enhances retention in change-of-control scenarios .
- Pay-for-performance: No disclosed individual incentive metrics for Campanaro; until employee grants under the 2025 plan are made and performance measures set, the pay-for-performance visibility is limited .
- Governance watch: The disclosed family connection to a director warrants ongoing monitoring, though no related-party transactions were reported; adherence to stringent insider trading and clawback policies is positive for governance quality .