Cornelius Van Dyke
About Cornelius J. Van Dyke
Cornelius (“Neil”) J. Van Dyke, age 71, is the independent Chair of the Board of Union Bankshares, Inc. (UNB). He joined the Company’s Board in 2010, was elected Vice Chair in 2016, and became Chair in May 2019; he also serves on Union Bank’s Board . Van Dyke holds a B.A. from Dartmouth College and an M.S. in recreation management from SUNY College of Environmental Science and Forestry, and brings deep operating and public safety experience from leadership in the tourism sector and Vermont search-and-rescue operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vermont Department of Public Safety | Search and Rescue Coordinator | 2013–2022 | Led statewide SAR operations; retired in 2022 |
| Golden Eagle Resort (Stowe, VT) | President and Co-owner | 1979–Sep 2014 | Long-time resort operator; perspective on tourism market |
| Stowe Mountain Rescue | Founder; Team Leader | 1980–2020 | Founded and led specialized rescue team |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin Lamoille Bank | Director | 1998–2006 | Prior bank board experience |
| Banknorth (Vermont Advisory Board) | Advisory Board Member | 1998–2006 | Regional banking advisory role |
| Stowe Area Association | Board Member | 1982–2014 | Community/tourism advocacy |
| Town of Stowe | Select Board Member | 2010–2020 | Municipal governance |
Board Governance
- Board roles: Chair of the Board since May 2019; Vice Chair from 2016–2019 .
- Committee assignments: Member, Compensation Committee (alongside Bugbee—Chair, Bourassa, Spitler) .
- Nominating & Corporate Governance Committee: Comprises all independent directors (i.e., all except CEO David Silverman); Van Dyke is independent and thus included .
- Independence: Board determined all directors except Mr. Silverman are independent under NASDAQ rules .
- Attendance: Company Board held 10 meetings in 2024; all incumbent directors attended ≥90% of aggregate Board and committee meetings; all nine attended the prior annual meeting .
- Committee cadence: Compensation Committee met 10 times in 2024; Audit Committee met 7 times; Nominating/Corporate Governance met 4 times .
- Board leadership and risk oversight: Non-executive Chair role facilitates independent oversight and executive-session leadership; risk oversight distributed across Board and committees, with Audit Committee central to financial reporting risks .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $57,408 | Board and committee service for Company and Union Bank |
| Total Cash-Based Compensation | $57,408 | Sum of cash retainers/fees |
| Cash Retainer Schedules (for reference) | Company annual retainer: $12,500; Company Board Chair add’l: $5,700; Compensation Committee annual: $4,000; Compensation Committee Chair add’l: $4,000. Union Bank annual retainer: $26,000; Bank Board Chair add’l: $5,700; Loan Committee annual: $2,500; Wealth Mgmt Committee annual: $2,000; 401(k) Committee annual: $400; Special meeting fees: $900 (full day)/$500 (half day) |
Performance Compensation
| Equity Award (2024 service) | Detail | Amount/Units | Terms |
|---|---|---|---|
| Annual Director RSU Grant | Grant-date fair value | $11,900 | Granted May 15, 2024; valued at close $25.51; rounded to whole shares |
| RSUs Granted | Shares | 467 | One-for-one settlement in common stock |
| Vesting | Date | May 20, 2025 | Forfeitable if service ends before vest date (except death/disability) |
| Reported Stock Awards (Proxy Table) | Amount | $11,913 | Value shown in 2024 Director Compensation Table |
No performance-based metrics are attached to director RSUs; awards are time-based with service condition .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Franklin Lamoille Bank | Historical | Director (1998–2006) | Prior banking role; no current public board disclosed |
| Banknorth (Advisory Board) | Historical | Advisory member (1998–2006) | Historical advisory role; no current interlock disclosed |
No current public-company directorships or commercial interlocks with UNB competitors/suppliers are disclosed in the proxy .
Expertise & Qualifications
- Sector experience: Decades of tourism operations leadership, community and public safety service; adds local market acumen relevant to UNB’s footprint .
- Education: B.A. Dartmouth; M.S. SUNY-ESF (recreation management) .
- Board credentials: Prior bank board/advisory roles; independent Chair since 2019 .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Context |
|---|---|---|
| Cornelius J. Van Dyke | 4,087 | Includes 3,687 shares in the Cornelius J. Van Dyke Revocable Trust and 400 shares in the Carol Phillips Hillman Revocable Trust (spouse) |
| Percent of Class | <1% | Company had 4,538,598 shares outstanding on Mar 21, 2025; director line item marked “less than 1%” |
No pledging of company shares is disclosed; beneficial ownership is primarily via revocable trusts .
Governance Assessment
-
Strengths:
- Independent, non-executive Chair with long tenure and local market knowledge; Board determined independence under NASDAQ rules .
- High director engagement: 10 Board meetings; ≥90% attendance; robust committee cadence (Comp: 10x; Audit: 7x; Nominating: 4x) .
- Transparent director pay structure with modest equity (time-based RSUs) and clearly defined retainers; RSUs align interests via stock settlement .
- Compensation Committee uses independent consultant (McLagan/Aon) for benchmarking; strong say-on-pay support (97.5% in 2022) .
-
Watch items / potential red flags:
- Hedging policy: Company has not adopted prohibitions against hedging transactions by directors/officers; insider trading policy governs timing and MNPI, but hedging is not barred—this is shareholder-unfriendly in many governance frameworks .
- Related-party banking: Ordinary-course loans to directors/executives/families totaled ~$127k at 12/31/2024; terms are market and board-approved, none past due/restructured. While standard in community banking, ongoing monitoring is warranted for conflicts .
- Director equity ownership: Absolute holdings are small (<1% of class); alignment is supported by annual RSUs but no disclosed director ownership guidelines .
-
Signals/Context:
- Board leadership separated from CEO; non-employee Chair facilitates independent oversight and executive sessions .
- Compensation programs include clawback/recoupment features in short-term incentives (enterprise-risk aware), though these are executive-focused rather than director-focused .
Fixed Compensation (Detail Table)
| Metric (2024) | Amount ($) | Citation |
|---|---|---|
| Fees Earned or Paid in Cash | 57,408 | |
| Stock Awards | 11,913 | |
| Total | 69,321 |
Performance Compensation (Director RSU Metrics)
| Attribute | Value | Citation |
|---|---|---|
| Grant-Date | May 15, 2024 | |
| Grant-Date Close Price | $25.51 | |
| Shares Granted | 467 | |
| Grant Value | $11,900 | |
| Vesting Date | May 20, 2025 | |
| Settlement | Stock, 1:1 | |
| Forfeiture | If service ends pre-vesting (except death/disability) |
Other Notes Relevant to Investor Confidence
- Say-on-pay & frequency: 97.5% support in 2022; Board recommends triennial frequency; next votes occur at 2025 meeting .
- Insider reporting: Company disclosed several late Form 4s for executives (tax withholding), but did not note director late filings; overall Section 16(a) compliance otherwise timely in 2024 .
Overall, Van Dyke’s role as independent Chair and Compensation Committee member, combined with consistent attendance and transparent director pay, supports governance quality. The lack of a hedging prohibition and minimal disclosed director ownership guidelines are areas for potential policy enhancement to strengthen alignment .