Kerry Nan Saucier
About Kerry Nan Saucier
Retired junior high school principal and career educator (39 years), Kerry Nan Saucier (age 73) has served on the Texas Community Bancshares (TCBS) board since 2007 after joining Broadstreet Bank as an advisory director in 2004 . She is classified as an independent director under Nasdaq standards (the board deemed all directors independent except the CEO and one related director) and serves concurrently on the Broadstreet Bank board . The board reports no director attended fewer than 75% of meetings in 2024 and that all directors attended the prior annual meeting, indicating baseline engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public school system (junior high) | Principal; educator | 39-year education career (retired) | Brings regulatory/administrative experience applicable to governance oversight |
| Broadstreet Bank (pre-board) | Advisory Director | 2004–Sept 2007 | Pipeline to board; local community insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various civic boards (unspecified) | Board/volunteer roles | Not disclosed | Cited as a “well-respected and influential community leader” with extensive community ties |
Board Governance
- Independence: Independent per Nasdaq listing standards (board determined only Jason Sobel and Anthony R. Scavuzzo are not independent) .
- Current committees: Compensation Committee member (not Chair) .
- Committee chairs: Audit—James B. Harder (Chair); Compensation—Robert L. Smith III (Chair); Nominating & Corporate Governance—Glen Thurman (Chair) .
- Attendance/engagement:
- No director attended fewer than 75% of board/committee meetings in 2024; all directors attended the prior annual meeting .
- TCBS Board held 9 meetings in 2024; Broadstreet Bank Board held 11 meetings (all directors serve on both boards) .
- Leadership structure: Independent Chairman (Glen Thurman) separate from CEO role .
Committee activity (context for effectiveness):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Compensation Committee Meetings | 4 | 7 |
Fixed Compensation
Director cash compensation (paid by Broadstreet Bank; no separate TCBS fees) :
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Other | Total |
|---|---|---|---|---|---|
| 2023 | $24,000 | — | — | — | $24,000 |
| 2024 | $24,000 | — | — | — | $24,000 |
Notes:
- Compensation structure indicates a flat cash retainer; no per-meeting fees disclosed; amounts are paid by the bank subsidiary .
Performance Compensation
- No performance-based compensation (bonuses, performance share units, or option/stock grants) disclosed for Saucier in 2023–2024 director compensation tables .
- No director-specific performance metrics (TSR, ROE, ESG goals) are disclosed for director pay .
Performance pay elements (director):
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Annual bonus | None disclosed | None disclosed |
| Equity awards granted | None disclosed | None disclosed |
| Option awards granted | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Listing | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | The proxy lists no other public company boards for Saucier |
Expertise & Qualifications
- Governance/oversight: Long-tenured director since 2007; prior advisory director service since 2004 .
- Regulatory/administrative experience from school administration; deep local ties and community leadership .
- Board independence and service on the Compensation Committee .
Equity Ownership
Beneficial ownership (as of March 27, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Kerry Nan Saucier | 11,514 | <1% (asterisked as less than 1%) | Includes 3,257 shares subject to stock options exercisable within 60 days; no shares pledged unless otherwise indicated (none indicated) |
Policy and alignment factors:
- Anti-hedging: Directors and related persons are prohibited from hedging company stock, aligning director interests with long-term shareholder value .
- Related-party lending: Any director/officer loans must be on non-preferential terms; all loans to insiders were on market terms and performing at year-end 2024 .
- No other related-party transactions >$120,000 since Jan 1, 2024 .
Compensation Committee Analysis
- 2024 Committee Membership: Robert L. Smith III (Chair), Johnny Sherrill, Glen Thurman, Bryan Summerville, and Kerry Nan Saucier; all committee members are independent per Nasdaq standards .
- Meetings: 7 meetings in FY 2024 vs. 4 in FY 2023, indicating higher activity (likely reflecting leadership transitions and compensation program reviews) .
- Consultants: No disclosure regarding use of independent compensation consultants or related conflicts in the proxy .
Governance Assessment
-
Positives
- Independence and tenure: Independent director with long service and consistent engagement (≥75% attendance standard met at board level; all directors attended the prior annual meeting) .
- Committee role: Active on the Compensation Committee during a year of increased committee activity (7 meetings), supporting board oversight of pay and talent .
- Alignment safeguards: Anti-hedging policy; no pledging indicated; insider lending governed by regulation with no preferential terms; no other related-party transactions >$120k .
- Modest director pay: Flat $24k annual cash fee with no equity grants in 2023–2024 reduces pay-related controversy risk .
-
Watch items
- Ownership scale: Beneficial ownership is modest (<1%); while options (3,257) create some upside exposure, director equity alignment appears limited relative to outstanding shares .
- Industry depth: Background is education and civic leadership, not banking/finance; complements local-market and regulatory process expertise but may rely on other directors for technical banking oversight .
- Compensation Committee vigilance: As a member (not chair), effectiveness depends on committee leadership and peer composition; no disclosed use of independent consultants .
-
Red flags
- None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or legal proceedings in the latest proxy .
Appendix: Context Tables
Board and Bank meetings (context for attendance):
| Body | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|
| TCBS Board of Directors | 19 | 9 |
| Broadstreet Bank Board | 23 | 11 |
Committee membership snapshot (2024):
| Committee | Members | Chair |
|---|---|---|
| Audit | Harder, Bradshaw, Kindle, Pickens | James B. Harder |
| Compensation | Sherrill, Smith III, Summerville, Thurman, Saucier | Robert L. Smith III |
| Nominating & Corporate Gov. | Boyd, Harder, Sherrill, Smith III, Thurman | Glen Thurman |
Policies and compliance:
- Anti-hedging policy for directors/officers/employees and related persons .
- Section 16 compliance: Company reports compliance for FY2024 with one CFO filing delay; no director-specific delinquency noted for Saucier .