Sadie Hall
Vice President, Chief Operating Officer and Compliance Officer at Gouverneur Bancorp, Inc./MD/
Executive
About Sadie Hall
Sadie M. Hall is Vice President, Chief Operating Officer (COO) and Compliance Officer of Gouverneur Bancorp, Inc. (GOVB) and Gouverneur Savings and Loan Association; she joined the Bank in September 2012 as an accountant, became Compliance Officer and Assistant Vice President in February 2015, was named Vice President in January 2021, and was appointed COO effective January 3, 2024 (age 34 as of September 30, 2024) . She holds the Certified Regulatory Compliance Manager (CRCM) designation and also serves as the Bank Secrecy Act/OFAC Officer, indicating core strengths in banking regulatory compliance and operations execution . Company-level TSR is not disclosed in the proxy, but we provide revenue growth during her COO tenure below; EBITDA is not available from S&P Global for this issuer in the requested periods .
Company performance over Hall’s COO tenure (fiscal years):
| Metric (USD) | FY 2024 | FY 2025 |
|---|---|---|
| Revenues | $772,000* | $1,055,000* |
| YoY Revenue Growth | — | 36.7%* |
| EBITDA | N/A* | N/A* |
Values marked with * retrieved from S&P Global (GetFinancials).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gouverneur Savings and Loan Association | Accountant | 2012–2015 | Foundation in Bank finance/controls supporting later compliance leadership . |
| Gouverneur Savings and Loan Association | Compliance Officer; Assistant Vice President | 2015–2021 | Built and led compliance function; elevated regulatory rigor . |
| Gouverneur Savings and Loan Association | Vice President | 2021–2024 | Expanded management scope ahead of COO appointment . |
| Gouverneur Bancorp, Inc. / Gouverneur Savings and Loan Association | Chief Operating Officer; Compliance Officer | 2024–present | Enterprise operations leadership; BSA/OFAC accountability . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clifton Fine Hospital | Board member | Not disclosed | Community healthcare governance; local stakeholder connectivity . |
| Samaritan Medical Center | Board of Trustees | Not disclosed | Regional institutional relationships; governance experience . |
| AJs Portables LLC (Lisbon, NY) | Part owner | Not disclosed | Private business ownership; operational/entrepreneurial experience . |
Fixed Compensation
- Hall was not a named executive officer (NEO) in FY 2024; the Summary Compensation Table covers the CEO and former executives but does not disclose Hall’s base salary, target bonus or actual bonus .
- Upon her appointment as COO (effective Jan 3, 2024), the company reported no material new plan, contract, arrangement, or grant in connection with the appointment (i.e., no disclosed sign-on bonus or award) .
Performance Compensation
- The 2025 Equity Incentive Plan (subject to shareholder approval on Feb 10, 2025) authorizes up to 101,230 shares (options: 72,307; RSAs/RSUs: 28,923); per-employee caps are 18,077 options and 7,231 RSAs/RSUs, with at least 95% of awards vesting over ≥1 year; no repricing; double-trigger change-in-control treatment unless awards are not assumed .
- The plan allows performance-based awards with Committee-selected metrics (company, subsidiary, unit, or individual), relative or absolute, with inclusion/exclusion adjustments at Committee discretion; RSUs may include dividend equivalents; stock options cannot receive dividends .
- As of the proxy date, the Compensation Committee had made “no determination” with respect to future grants to executives; non-employee directors were slated for initial 5-year vesting grants if the plan is approved .
Given no disclosed Hall-specific incentive plan metrics, weightings, targets, or payouts for FY 2024–2025, a detailed payout table is not available .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (12/13/2024) | 231 shares (includes 131 shares allocated under the ESOP) . |
| % of shares outstanding | ~0.02% (231 / 1,107,134 outstanding as of 12/13/2024) . |
| Vested vs unvested | Not disclosed for Hall; ESOP vests after five years of service per plan; Hall has long service, but the proxy does not state her ESOP vesting status . |
| Options/RSUs outstanding | None disclosed for Hall; employee grants under 2025 plan had not been determined at proxy date . |
| Pledging/Hedging | Insider policy prohibits purchasing on margin, borrowing against accounts, and pledging, except limited pre-approved third-party loan pledges with demonstrated repayment capacity; hedging is prohibited . |
| Shares pledged | Unless otherwise indicated, none of the beneficially owned executive/director shares are pledged; no pledge indicated for Hall . |
| Ownership guidelines | Not disclosed in the proxy . |
Employment Terms
| Term | Hall-Specific Terms |
|---|---|
| Title and effective date | COO and Compliance Officer (effective Jan 3, 2024); originally appointed as COO in Dec 2023 8-K . |
| Change-in-Control Agreement | On Oct 30, 2025, GOVB entered into CoC agreements with the CEO, CFO, and Hall; 24-month evergreen term . |
| CoC severance multiple | Lump sum equal to 2× (current base salary + average cash bonuses over the prior 3 years) upon involuntary termination without cause or resignation for good reason concurrent with, or within 24 months after, a CoC . |
| Benefits continuation | Company-paid COBRA for health, dental, vision up to 18 months or until new coverage obtained . |
| 280G treatment | “Net after tax benefit” cutback to avoid excise tax if cutback yields a superior after-tax outcome (no gross-up) . |
| Equity treatment upon CoC | Under the 2025 plan, awards are double-trigger (CoC + involuntary termination/good reason) unless awards are not assumed; service-based options/RSAs/RSUs fully vest; performance awards vest at target or higher if certified; if not assumed by acquirer, vest at CoC close . |
Governance, Committees, and Policies (context for compensation oversight)
- Compensation Committee: Clara P. Cummings (Chair), David C. McClure, Chad B. Soper; responsible for executive pay, incentives, succession, and ensuring pay aligns with shareholder interests .
- Clawback: Awards under the 2025 plan are subject to SOX 304 and Dodd-Frank 954 clawbacks, and any Board-adopted clawback policy .
- Insider trading: Prohibits hedging and generally prohibits margin and pledging (with limited exceptions under strict conditions) .
Related Party Transactions and Red Flags
- Loans to directors/executive officers were made in ordinary course on market terms with no unfavorable features and were performing at 9/30/2024; no other related person transactions over $120,000 since 10/1/2023 .
- The proxy details a formal related party transaction review policy administered by the Audit Committee .
Investment Implications
- Retention and M&A optionality: Hall’s new double-trigger CoC agreement with a 2× salary+bonus average multiple and 18 months of COBRA materially improves retention while also creating potential M&A windfalls if a transaction occurs, increasing executive protection without a tax gross-up (cutback structure) .
- Alignment: Current skin-in-the-game is modest at 231 shares, but the new 2025 equity plan (if approved) provides a path to meaningfully increase long-term equity alignment via RSUs/PSUs and options with minimum vesting and clawback protections; hedging is prohibited and pledging is restricted, which supports alignment and limits downside-protection behaviors .
- Near-term selling pressure: No Hall-specific equity awards have been disclosed; director grants (not Hall) vest over five years; employee grants had not been determined as of the proxy—suggesting limited immediate equity-driven selling pressure tied to Hall .
- Execution risk vs. track record: Hall’s background is centered on compliance and operations, including BSA/OFAC responsibilities—key for a small bank’s safety-and-soundness posture; performance-based incentive calibrations for her role remain undisclosed, so investors should monitor initial equity grants and any disclosed KPI weightings once the plan is implemented .
Footnote: Company financial values marked with * retrieved from S&P Global (GetFinancials).