Timothy Monroe
About Timothy J. Monroe
Timothy J. Monroe, age 72, is an independent director of Gouverneur Bancorp, Inc. and has served on the Board since 1999. He is a veterinarian in private practice and proprietor of Northland Veterinary Hospital in Gouverneur, NY; he previously served as Chairman of the Board from March 2015 to February 2017, bringing long-tenured local leadership and community governance experience to the Board . The Board states all directors other than the CEO are independent under Nasdaq listing standards, which the company voluntarily follows .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gouverneur Bancorp, Inc. | Chairman of the Board | Mar 2015 – Feb 2017 | Led the Board during period as Chair |
| Town of Gouverneur | Elected Councilman | 24 years (dates not specified) | Local government leadership; community ties |
| Local Public Television Station (unnamed) | Board Member | Not disclosed | Community media governance |
| Gouverneur EJ Noble Hospital | Board Member | Not disclosed | Healthcare governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northland Veterinary Hospital (Gouverneur, NY) | Proprietor; Veterinarian (private practice) | Current | Business owner/operator |
| St. Lawrence County Board of Health | Member | Not disclosed | Public health oversight |
| St. James Church (Gouverneur) | Trustee and Parish Council Member | Not disclosed | Community leadership |
Board Governance
- Independence: Independent director (Board affirms all non-CEO directors are independent per Nasdaq standards voluntarily followed) .
- Committee assignments (as of Sept 30, 2024): Chair, Nominating and Corporate Governance Committee; not listed as member of Audit or Compensation .
- Board and committee attendance: Company and Bank Boards each held 12 regular monthly meetings in FY2024; committees met Audit (4), Compensation (2), Nominating (1). No director attended fewer than 75% of total Board and committee meetings in FY2024 . All directors attended the 2024 annual meeting .
- Board leadership: Independent Chair separated from CEO (Chair: David C. McClure; CEO: Robert W. Barlow) .
- Executive sessions/ethics: Corporate governance policy includes convening executive sessions of independent directors and code of ethics for senior officers .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| FY2024 Cash Fees Earned (Monroe) | $28,900 | |
| Bank Board annual retainer | $9,000 | |
| Bank Board meeting fee (regular monthly) | $750 per meeting attended | |
| Committee meeting fee (Bank) | $150 per committee meeting attended | |
| Quarterly ALCO meeting fee | $150 per meeting attended | |
| Company Board annual retainer | $4,800 | |
| Company Board meeting fee (regular monthly) | $400 per meeting attended | |
| Company annual meeting fee | $150 per annual meeting attended | |
| Director Voluntary Deferred Compensation Plan | Available; participation disclosed for McClure and Cummings (not indicated for Monroe) | |
| Directors’ Retirement Plan | Target benefit = 70% of average Board fees (last 3 years) at age 70 with ≥10 years service; Monroe participates |
Performance Compensation
| Equity Element | Grant Details | Vesting | Value/Exercise | Notes |
|---|---|---|---|---|
| Restricted Stock Awards (expected initial grant, subject to 2025 EIP approval) | 1,240 shares to Monroe, to be granted on or about Feb 11, 2025 | 20% per year, starting 1 year after grant; acceleration on death, disability, or involuntary termination at/after change in control | Illustrative dollar value $16,120 based on $13.00/share as of Dec 17, 2024 (actual grant-date value TBD) | Part of automatic initial non-employee director grants under 2025 Equity Incentive Plan |
| Stock Options (expected initial grant, subject to 2025 EIP approval) | 2,712 options to each non-employee director | 20% per year over 5 years; acceleration on death, disability, or involuntary termination at/after change in control | Exercise price = FMV on grant date; no repricing permitted without stockholder approval | Automatic initial grant under 2025 Equity Incentive Plan |
| Change-in-control terms | Double-trigger vesting (change in control plus involuntary termination/good reason) for awards, except if awards not assumed by acquirer then vest at change in control | As specified | As specified | Applies plan-wide, including directors |
| Clawback & policies | Subject to company clawback policy; SOX/Dodd-Frank recovery provisions; insider trading policy prohibits hedging/pledging (with narrow pledge exception) | As specified | As specified | Governance safeguards on equity awards |
Performance Metrics Table (Directors)
| Metric | Target/Definition | Applies to Monroe’s director grants? |
|---|---|---|
| Performance-based vesting metrics | Plan permits performance measures for awards | Not specified for initial director grants; the disclosed director grants are time-based (20%/yr) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in the proxy biography |
| Private/non-profit/academic boards | Community/non-profit roles as listed above; no competitive interlocks disclosed |
Expertise & Qualifications
- Professional background: Veterinarian and local business owner; extensive community and local government service (Town Councilman 24 years; health and hospital boards), providing market-area knowledge and governance exposure .
- Financial expert designation: Not designated as “audit committee financial expert” (that is Amy M. Rapholz) .
- Governance role: Chair of Nominating and Corporate Governance Committee (focus on board composition and governance policies) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Monroe) | 8,334 shares | As of Dec 13, 2024 |
| Shares outstanding | 1,107,134 | As of Dec 13, 2024 |
| Ownership as % of outstanding | ~0.75% | Calculated from 8,334/1,107,134; none of the directors/executives owned >1% |
| Pledged shares | None indicated (unless otherwise noted; proxy states none pledged unless indicated) | |
| Options/RSUs outstanding | Not disclosed for Monroe as of 12/13/24; initial equity grants to directors expected post 2025 EIP approval | |
| Insider trading/hedging/pledging policy | Hedging prohibited; pledging prohibited with limited exception requiring demonstrated capacity; no margin purchases |
Related-Party and Conflicts Check
- Loans to directors/executives: Permitted under banking regulations; at 9/30/2024 all such loans were made in ordinary course on substantially the same terms as for unrelated parties, with normal risk and performance status; in compliance with federal banking regulations .
- Other related-party transactions: None since Oct 1, 2023 involving >$120,000 and a related person’s material interest .
- Review/approval process: Related-person transactions reviewed/approved by Audit Committee under formal policy; multiple factors considered; conflicted committee members abstain .
Governance Assessment
- Committee leadership and independence: Monroe chairs the Nominating and Corporate Governance Committee; all key committees are fully independent under Nasdaq standards (voluntarily followed), supporting board effectiveness .
- Engagement: No director fell below the 75% attendance threshold in FY2024; all directors attended the 2024 annual meeting, indicating baseline engagement .
- Alignment and incentives: Director compensation was entirely cash in FY2024 for Monroe ($28,900), but a 2025 Equity Incentive Plan proposes initial grants of time-vested RSAs and options to each non-employee director, enhancing equity alignment. Safeguards include minimum vesting, no repricing, double-trigger CoC, and clawback coverage .
- Tenure and retirement benefits: Very long tenure (director since 1999) and participation in a Directors’ Retirement Plan (target 70% of average fees) are noteworthy for investor monitoring of independence and cost, though they are fully disclosed and within policy .
- Conflicts: No material related-party transactions disclosed; any director/officer loans are on market terms and compliant; insider trading policy prohibits hedging and generally prohibits pledging, reducing alignment risks .