John Mason
About John Mason
John N. Mason, age 58, is an independent director of Gouverneur Bancorp, Inc., serving since 2022. He is a longtime small-business owner who has operated John N. Mason Plumbing since 1987 and previously served 25 years as a corrections officer with the New York State Department of Corrections. Before joining GOVB’s board, he was a director of Citizens Bank of Cape Vincent until its merger with the Bank on September 16, 2022, bringing local market ties and practical business leadership to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John N. Mason Plumbing | Owner/Operator | 1987–present | Small business operations experience; local market ties |
| New York State Department of Corrections | Corrections Officer | ~1989–2014 | 25 years of public service; discipline and risk awareness |
| Citizens Bank of Cape Vincent | Director | Until 09-16-2022 | Bank board service; merged into GOVB’s bank on 09-16-2022 |
External Roles
- No current public company directorships disclosed for Mason beyond GOVB .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (all directors independent except CEO Robert W. Barlow) |
| Board Meeting Cadence (FY2024) | Company: 12 regular monthly meetings; Bank: 12 regular monthly meetings; no special meetings |
| Attendance | No director attended fewer than 75% of total board and committee meetings in FY2024 |
| Annual Meeting Attendance | All directors attended the Company’s 2024 annual meeting of stockholders |
| Board Leadership | Chairman: David C. McClure; CEO: Robert W. Barlow (roles separated for independence) |
| Committee | Mason’s Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit Committee | Member | Amy M. Rapholz (Chair; audit committee financial expert) | 4 |
| Compensation Committee | Not a member | Clara P. Cummings | 2 |
| Nominating & Corporate Governance Committee | Not a member | Timothy J. Monroe | 1 |
- The Audit Committee oversees internal control over financial reporting, auditor independence, scope and results of the audit; oversight is explicitly described and signed by the chair and members, including Mason .
- The board’s governance documents include Corporate Governance Guidelines, Code of Ethics for Senior Officers, and an Insider Trading Policy; the latter prohibits hedging and pledging (with limited exception possible) .
Fixed Compensation
| Director | Fees Earned or Paid in Cash (FY2024) | Total (FY2024) |
|---|---|---|
| John N. Mason | $29,650 | $29,650 |
| Fee Component | Company/Bank | Amount |
|---|---|---|
| Annual Retainer (Bank) | Bank board | $9,000 |
| Meeting Fee (Bank) | Regular monthly meeting attendance | $750 per meeting |
| Committee Meeting Fee (Bank) | Committee + ALCO meetings | $150 per meeting |
| Annual Retainer (Company) | Company board | $4,800 |
| Meeting Fee (Company) | Regular monthly meeting attendance | $400 per meeting |
| Annual Meeting Fee (Company) | Company annual board meeting | $150 |
- Deferred Compensation Plan: Only McClure and Cummings currently defer board fees; Mason is not listed as a participant .
- Director Retirement Plan: Participants currently include Leader, McClure, Monroe, Soper, Van Vleet, and Rapholz; Mason is not listed .
Performance Compensation
The 2025 Equity Incentive Plan (subject to stockholder approval) provides initial grants to non-employee directors; vesting is time-based (no disclosed performance metrics for director awards) and includes robust clawback, double-trigger change-of-control protection, and a prohibition on repricing.
| Item | Detail |
|---|---|
| Grant Date (anticipated) | On or about February 11, 2025, contingent on stockholder approval |
| Restricted Stock Award (RSA) | 1,239 shares to John N. Mason |
| RSA Dollar Value (for disclosure purposes) | $16,107 based on $13.00 per share FMV on 12-17-2024 (valuation basis only; actual grant value depends on grant-date FMV) |
| Stock Options | 2,712 options to John N. Mason; exercise price equals FMV at grant date |
| Vesting Schedule (both awards) | 20% after one year; then 20% annually over next four years; accelerated on death, disability, or involuntary termination at/after change in control |
| Change-in-Control Treatment | No single trigger; requires double trigger (CIC + involuntary termination/good reason) except where awards are not assumed |
| Clawback | Restatement due to misconduct triggers reimbursement as required; subject to Company clawback policy |
| Repricing | Prohibited without stockholder approval |
| Plan Limits (Directors) | Individual: up to 3,615 options; up to 1,446 RSAs per calendar year; all directors aggregate: up to 21,692 options; up to 8,677 RSAs per calendar year |
Other Directorships & Interlocks
| Entity | Role | Tenure | Notes |
|---|---|---|---|
| Citizens Bank of Cape Vincent | Director | Until 09-16-2022 | Served until merger with GOVB’s bank on 09-16-2022 |
- No other current public company directorships or interlocks disclosed .
Expertise & Qualifications
- Small-business operations, local market knowledge, and community ties via plumbing business ownership since 1987 .
- Public service background (25 years corrections officer) adds discipline and risk awareness .
- Audit oversight experience as an Audit Committee member; audit committee financial expert designation applies to the chair (Rapholz), not Mason .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged? |
|---|---|---|---|
| John N. Mason | 3,000 | <1% (no director/officer >1%) | None indicated; “unless otherwise indicated, none of the shares listed are pledged” |
- Group ownership (all directors and executive officers): 34,527 shares; total 3.1% of outstanding as of 12-13-2024 .
- Insider Trading Policy: Prohibits hedging; prohibits pledging except limited exceptions with demonstrated capacity to repay without resort to pledged securities .
- Stock ownership guidelines for directors are not specifically disclosed in the proxy; the governance policy includes review of director compensation and orientation/education .
Shareholder Voting Signal (2024 Election)
| Director | FOR | WITHHELD | Broker Non-Votes |
|---|---|---|---|
| John N. Mason | 300,879 | 224,197 | 256,214 |
- Auditor ratification (FY2024): FOR 643,059; AGAINST 129,234; ABSTAIN 8,997 .
Conflicts, Related-Party Transactions, and Risk Indicators
- Loans to directors/executive officers: Permitted under banking regulations; all made in ordinary course on substantially the same terms as comparable third-party loans; performing and compliant as of 09-30-2024 (no unfavorable features). Specific individual loans are not disclosed; independence determinations considered lending relationships and deposit accounts .
- Policies and Procedures: Audit Committee approves/ratifies related party transactions over $120,000; factors include unaffiliated comparability, size, nature of interest, and conflict risk; interested Audit Committee members abstain from voting .
- Hedging/Pledging: Prohibited under insider trading policy, with narrow exceptions for pledging and no margin purchases/borrowing against accounts holding Company securities .
- RED FLAGS: None disclosed specific to Mason (no legal proceedings, tax gross-ups, option repricing, or related-party transactions identified for him in the proxy) .
Compensation Structure Analysis
- FY2024 board compensation for directors was cash-only; no equity grants in FY2024 for non-employee directors (equity to commence if the 2025 plan is approved) .
- Deferred Compensation and Director Retirement Plans exist, but Mason is not listed as a participant; reduces guaranteed post-retirement benefits exposure for Mason relative to some peers .
- 2025 Equity Incentive Plan introduces time-based RSAs and options for directors with clawback and double-trigger CoC provisions; this enhances alignment via at-risk equity without performance metrics disclosed for directors .
Governance Assessment
- Board effectiveness: Mason contributes local business perspective and serves on the Audit Committee under an experienced chair designated as financial expert, supporting robust financial reporting oversight .
- Independence & engagement: Independent, attended at least 75% of meetings, and attended the 2024 annual meeting, supporting investor confidence in engagement and oversight .
- Alignment: Beneficial ownership of 3,000 shares and incoming time-based equity awards (subject to approval) improve alignment; prohibition on hedging/pledging strengthens long-term orientation .
- Conflicts: Policy framework is strong; loans to insiders occur in the ordinary course and were compliant/performed as of 09-30-2024; no specific related-party transactions identified for Mason .
- Shareholder signal: 2024 vote shows meaningful support but also notable withhold votes for Mason, meriting continued monitoring of engagement and performance alignment as equity awards commence .
Overall, Mason’s independence, audit committee role, and community-rooted background support board oversight, while the 2025 equity plan adds tangible alignment. No specific red flags for Mason were disclosed; ongoing monitoring of committee attendance, equity award vesting, and any lending relationships remains prudent .