Stephen Jefferies
About Stephen Jefferies
Stephen M. Jefferies is President and Chief Executive Officer of Gouverneur Bancorp, Inc. and Gouverneur Savings and Loan Association, and a member of the Company and Bank Boards, effective September 2, 2025 . He is 61, with nearly 40 years in banking, previously serving as CEO of Community Bank & Trust (LaGrange, GA), Chief Lending Officer at U.S. Eagle Federal Credit Union, and SVP/Chief Lending Officer at Flagship Community Bank . Jefferies was appointed as a director concurrently and was not placed on any board committees at appointment; the Board maintains a separated Chair/CEO structure with Clara P. Cummings serving as Chair as of August 2025, supporting independence . No tenure-linked TSR or revenue/EBITDA performance outcomes are yet disclosed for his period.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Community Bank & Trust (LaGrange, GA) | President & CEO | Mar 2022 – Apr 2025 | Led the institution as chief executive |
| U.S. Eagle Federal Credit Union (Albuquerque, NM) | Chief Lending Officer | Apr 2017 – Mar 2022 | Oversaw lending function |
| Flagship Community Bank (Clearwater, FL) | SVP & Chief Lending Officer | Jun 2005 – Apr 2017 | Led lending and senior leadership responsibilities |
| Various financial institutions | Roles not individually specified | Jul 1986 – Jun 2005 | Progressive banking roles |
External Roles
No other public, private, or non-profit directorships for Jefferies are disclosed at appointment .
Fixed Compensation
| Component | Detail | Notes |
|---|---|---|
| Base Salary | $250,000 annual | Effective with CEO appointment |
| Director Retainer | $27,600 cash per year | Standard director compensation; no committee assignments at appointment |
Performance Compensation
| Instrument | Grant size | Grant timing | Vesting | Performance metrics | Payout mechanics |
|---|---|---|---|---|---|
| Stock Options | 10,000 options | To be granted within six months of start date | Vests over five years, employment-contingent | Not specified in grant; Company plan permits use of metrics for awards | Standard option exercise; no repricing allowed |
| Restricted Stock | 4,000 shares | To be granted within six months of start date | Vests over five years, employment-contingent | Not specified in grant; RS/RSU awards may carry performance measures | Dividends per award agreement; clawback applies |
Key plan features governing Jefferies’ equity:
- Double-trigger change-in-control vesting for assumed awards; performance awards vest at target or actual annualized achievement if applicable .
- Prohibition on option repricing and cash buyouts of underwater options without shareholder approval .
- Company clawback policy and statutory clawbacks apply to awards .
Equity Ownership & Alignment
| Metric | Status |
|---|---|
| Initial beneficial ownership (Form 3 at appointment) | No securities beneficially owned as of 09/02/2025 |
| Ownership % of shares outstanding | 0% at initial filing |
| Vested vs. unvested equity | Initial equity awards pending grant; vest over five years |
| Options (exercisable vs. unexercisable) | Not applicable at appointment; awards pending |
| Pledging/Hedging | Company policy prohibits pledging, margin purchases, and hedging for directors/officers, with limited pledge exceptions requiring demonstrable capacity; hedging prohibited |
| Ownership guidelines | Not disclosed in filings reviewed |
Employment Terms
| Term | Detail |
|---|---|
| Change-in-Control Agreement (10/30/2025) | Term: 24 months, auto-renews annually to maintain 24 months unless notice of non-renewal |
| CIC Severance | Lump-sum equal to 2x (current base salary + average cash bonuses over prior three years), plus earned/unpaid salary/bonus through termination; continued COBRA coverage (health, dental, vision) at bank expense for up to 18 months or until other coverage obtained |
| Trigger | Double-trigger: termination without cause or resignation for good reason concurrent with or within 24 months post-CIC |
| 280G Treatment | Net-after-tax benefit cutback to avoid excise tax if beneficial compared to paying excise |
| Non-compete / Non-solicit | Not disclosed |
| Contract term length | Not disclosed beyond CIC agreement term |
Board Governance
- Board service: Appointed director effective September 2, 2025; not assigned to committees on appointment .
- Chair/CEO separation: Board maintains separation; Clara P. Cummings named Chair as of August 2025, supporting independent oversight of CEO . The Company’s governance guidelines endorse chair/CEO separation and independent committees .
- Independence: As CEO and director, Jefferies is a non-independent director under Nasdaq standards the Company follows; only the CEO was non-independent in prior period .
Director Compensation
| Component | Amount |
|---|---|
| Annual cash retainer | $27,600 |
| Committee/meeting fees | Not applicable at appointment; no committee assignment |
| Equity for directors | Director equity grants are governed by the 2025 Equity Incentive Plan, with initial grants disclosed for non-employee directors in February 2025; Jefferies’ director status is concurrent with his executive role and his equity is covered under his executive grants . |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| 2025 Equity Incentive Plan approval (Feb 10, 2025) | 450,606 | 408,405 | 1,305 | 78,362 |
| Director elections (Feb 10, 2025) – Barlow | 518,555 | 341,761 | — | 78,362 |
| Director elections (Feb 10, 2025) – McClure | 595,664 | 264,652 | — | 78,362 |
| Director elections (Feb 10, 2025) – Rapholz | 516,241 | 344,075 | — | 78,362 |
Note: No separate advisory say-on-pay proposal was presented in 2025; equity plan passed with a relatively narrow margin, indicating mixed shareholder sentiment on equity compensation structure .
Compensation Structure Analysis
- Guaranteed vs. at-risk mix: Base salary of $250k is fixed; initial equity awards (options and restricted stock) are at-risk and time-vested over five years, strengthening retention alignment . Company plan allows performance-conditioned vesting, but Jefferies’ disclosed initial grants are time-based (no metrics specified) .
- Options vs. RSUs: Mix includes both options (leverage to stock price) and restricted stock (downside-protected equity), balancing incentive risk with retention .
- Governance safeguards: No option repricing, double-trigger CIC vesting, and clawbacks reduce shareholder-unfriendly outcomes .
- Peer benchmarking/consultants: Not disclosed in reviewed filings .
Related Party Transactions and Red Flags
- Related party transactions: None involving Jefferies disclosed at appointment; Company’s policy requires Audit Committee approval for related-person transactions >$120k .
- Hedging/pledging: Prohibited for executives/directors (with narrow pledge exceptions requiring prior approval and financial capacity) .
- Option repricing: Prohibited without shareholder approval .
- 280G excise mitigation: Net-after-tax cutback provision, not tax gross-ups .
- Legal proceedings/controversies: None disclosed in reviewed filings for Jefferies .
Equity Incentive Plan Parameters (Context)
| Parameter | Value |
|---|---|
| Total shares authorized | 101,230 (Options: 72,307; RS/RSU: 28,923) |
| Employee individual cap | Options: 18,077; RS/RSU: 7,231 (per calendar year) |
| Director individual cap | Options: 3,615; RS/RSU: 1,446 (per calendar year) |
| Vesting | At least 95% of awards vest over ≥1 year; acceleration only per plan (death/disability/CIC) |
| CIC vesting | Double-trigger; performance awards vest at target or actual annualized |
| Clawback | Plan subject to Company clawback and statutory clawbacks |
| Repricing | Prohibited without shareholder approval |
Investment Implications
- Strong retention alignment: Five-year vesting on initial option and RS grants, no initial share ownership at appointment (Form 3), and hedging/pledging prohibitions reduce near-term selling pressure and improve alignment .
- Takeover economics: Jefferies’ CIC agreement at 2x salary+avg bonus with COBRA can raise acquisition costs but is double-trigger and includes 280G net-after-tax cutback, mitigating excess parachute risk .
- Governance quality: Separated Chair/CEO roles, independent committees, clawbacks, and ban on option repricing are shareholder-friendly .
- Shareholder sentiment: Narrow passage of the 2025 equity plan suggests investors will scrutinize award sizing, performance linkage, and dilution; monitoring actual grant terms (sizes, performance conditions) within plan caps is prudent .
For more information or updates, governance and compensation disclosures for Jefferies appear primarily in Item 5.02 8-Ks and subsequent annual reports; the Company indicated it will file CIC agreement exhibits with the FY 2025 10-K .