David Silverman
About David Silverman
David S. Silverman, age 64, is President and CEO of Union Bankshares, Inc. and Union Bank; he became President on April 1, 2011 and CEO in May 2012, and has served on the Company Board since 2011 after joining the Bank’s Board in November 2010, with 38 years at the Bank across lending and leadership roles . Over the last three fiscal years, Company TSR on a $100 base closed at 84.58 (2022), 114.50 (2023), and 113.63 (2024), while net income was $12.6M (2022), $11.3M (2023), and $8.8M (2024) . The short-term incentive plan (STIPP) is tied to Bank-only metrics (ROAA, net income, efficiency ratio, loan growth, loan quality vs New England peer banks), with payouts on a slope from 50% at threshold to 150% at stretch, and a recoupment provision to discourage inappropriate risk-taking . In 2024, equity incentives combined time-based and performance-based RSUs with three-year ratable vesting and PBRSUs awarded at 150% of target based on Union’s three-year ROAE at the 98.55th percentile of the New England banking peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Union Bankshares, Inc. | President (Apr 1, 2011–present); CEO (May 2012–present); Director (elected 2011) | 2011–present | Led franchise expansion, day-to-day management; deep knowledge of operations, markets, and strategic opportunities . |
| Union Bank | Director (appointed Nov 2010) | 2010–present | Ongoing oversight of Bank strategy and risk; serves on Wealth Management and Executive Loan Committees and advisory boards . |
| Union Bank | Senior VP & Senior Loan Officer; VP (Company) | Prior to 2011 | Commercial and credit leadership, informing credit quality and loan growth performance metrics now used in incentive plans . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lamoille Health Partners | Board Chair | 8 years (prior) | Governance and community health leadership, strengthening local relationships . |
| Copley Hospital | Trustee; past Board Chair | 10-year term (recently concluded) | Healthcare institution oversight and regional stakeholder engagement . |
| Vermont State College System | Trustee | Current | Academic system governance; community linkages . |
| Vermont Bankers Association | Executive Committee | Past service | Industry policy engagement; regulatory insight . |
| Stowe Area Association; Lamoille County Mental Health; Morristown DRB; Lamoille Economic Development Corp | Board/Committee roles | Past service | Community reach and local market awareness . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $460,000 | $473,800 |
| Stock Awards ($) | $115,000 | $118,450 |
| Non-Equity Incentive ($) | $64,990 | $153,180 |
| All Other Compensation ($) | $73,702 | $61,992 |
| Total ($) | $713,692 | $807,422 |
| Notes | Includes $12,500 Company Board annual cash retainer in All Other; no committee fees or equity for Company or Bank Board service . | Includes $12,500 Company Board annual cash retainer in All Other; no committee fees or equity for Company or Bank Board service . |
Performance Compensation
- STIPP structure: CEO target 30% of base salary; payout 0–150% based on ROAA, Net Income (with 2024 discretionary exclusion of August balance sheet repositioning loss), Efficiency Ratio, Loan Growth, Loan Quality vs peer, and a discretionary component; threshold 75% of budgeted net income to activate; payouts slope linearly between threshold, target, stretch; plan includes a recoupment provision .
| 2024 STIPP Measure | Weight | Threshold | Target | Stretch | Union Actual | Payout Allocation |
|---|---|---|---|---|---|---|
| ROAA | 20% | 0.70 | 0.78 | 0.86 | 0.78 | 100% |
| Net Income (Bank-only, pre-credit loss; balance sheet repositioning excluded) | 25% | $10,166K | $11,295K | $12,425K | $11,392K | 104.27% |
| Efficiency Ratio | 10% | 74.87% | 73.87% | 72.87% | 76.90% | 0% |
| Loan Growth (Ending loans) | 20% | $880,991K | $987,767K | $1,086,554K | $1,086,544K | 150% |
| Discretionary Component | 10% | 90% | 100% | 110% | 100% | 100% |
| Loan Quality (Net charge-offs/total loans vs peer) | 15% | 80.00% | 90.00% | 95.00% | 94.20% | 144.67% |
| Total Actual Weighted Avg % of Target | — | — | — | — | — | 107.77% |
| Executive | Title | 2024 STIPP Target ($) | Target % of Base | 2024 Actual Award ($) | Actual % of Base |
|---|---|---|---|---|---|
| David S. Silverman | President & CEO | $142,140 | 30% | $153,180 | 32.33% |
- LTIP structure: 2024 Equity Incentive Plan with TBRSUs (50% of target) and PBRSUs (50% of target), three-year ratable vesting on Dec 15 of 2025/2026/2027; CEO target 25% of base; PBRSU payout 0–150% based on Union’s three-year ROAE percentile vs New England banks/thrifts ($750M–$2B assets) .
| Performance Measure | Threshold (50%) | Target (100%) | Stretch (150%) | Union Actual | PBRSU Payout |
|---|---|---|---|---|---|
| Relative 3-year ROAE (percentile vs New England peer) | 85th | 90th | 95th | 98.55th | 150% |
| Executive | Title | PBRSUs Granted (2024 services) | TBRSUs Granted (2024 services) | Total RSUs | Vesting |
|---|---|---|---|---|---|
| David S. Silverman | President & CEO | 2,716 | 1,812 | 4,528 | One-third each on Dec 15, 2025/2026/2027 . |
| Outstanding Equity Awards (12/31/2024) | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| David S. Silverman | 3,499 | $101,156 (at $28.91) |
| Vesting detail (subset) | 2,834 vest 12/15/2025; 665 vest 12/15/2026 | — |
| Stock Vested in 2024 | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| David S. Silverman | 4,903 | $166,457 (at $33.95 on 12/15/2024) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of 3/21/2025) | 32,138 shares; shared voting/investment power |
| Shares outstanding (record date) | 4,538,598 |
| Ownership % of outstanding | ~0.71% (32,138 / 4,538,598) |
| Unvested RSUs outstanding (12/31/2024) | 3,499; vest 2,834 (12/15/2025) and 665 (12/15/2026) |
| 2024 RSUs awarded (granted Feb 5, 2025) | 4,528 total (2,716 PBRSUs; 1,812 TBRSUs) |
| Ownership/retention guideline | Must retain 25% of after-tax vested shares until termination/retirement; hardship waiver possible |
| Hedging/pledging | The Company has not adopted a policy prohibiting hedging; insider trading policy restricts trading during blackouts and when in possession of MNPI . |
| Section 16 compliance note | One late Form 4 for Mr. Silverman in 2024 related to tax withholding on RSU settlement under the 2014 plan . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Agreements (2021) | Automatic one-year renewals; payout only for termination without cause or resignation for good reason within 24 months post-CoC (CEO) or 12 months (others), or certain pre-CoC terminations . |
| Cash severance multiple | CEO: 200% of base + 200% of bonus; includes continuation of medical/dental/vision/prescription benefits for 24 months; matching/401(k)/profit-sharing and SERP contributions; outplacement services . |
| Equity vesting | Governs under LTIP; table assumes discretionary accelerated vesting upon CoC for illustration . |
| Tax gross-up | None; agreements include non-disparagement, confidentiality, non-compete, non-solicit covenants . |
| Potential Payments upon CoC (hypothetical at 12/31/2024) | Amount ($) |
|---|---|
| Base Salary + Bonus (2x for CEO) | $1,288,288 |
| Medical/Dental/Vision/Prescription Benefits (24 months) | $49,973 |
| 401(k) contributions | $20,525 |
| SERP contribution | $11,803 |
| Accelerated vesting of equity awards | $232,061 |
| Total | $1,602,650 |
| Deferred Compensation / SERP (2024) | Exec Contributions ($) | Company Contributions ($) | 2024 Earnings ($) | Aggregate Balance (12/31/2024) ($) |
|---|---|---|---|---|
| David S. Silverman | $0 | $11,803 (SERP) | $134,591 | $1,078,768 |
Perquisites: Company-owned vehicle and related energy/maintenance; executive and spouse expenses for certain bankers’ conferences; otherwise, no club membership/financial planning/living allowance/perquisite programs disclosed .
Board Governance
- Board roles: Silverman serves as a Director at Company and Bank; serves on Company’s Disclosure Control Committee and the Bank’s Wealth Management and Executive Loan Committees, and all three local advisory boards .
- Independence: All incumbent directors are independent except Mr. Silverman due to his executive role .
- Board leadership: Chairman is a separate nonemployee role (Neil Van Dyke), with independent oversight; chairman presides at Board meetings and executive sessions and serves as liaison with management .
- Attendance: 2024—Company Board held 10 regular meetings; all incumbent directors attended at least 90% of aggregate Board and committee meetings .
- Director compensation: Silverman receives Company Board annual cash retainer ($12,500) but no committee fees or equity award for Company or Bank Board service .
Director Compensation (for context)
- Nonemployee director fees (2024): Company annual retainer $12,500; Bank annual retainer $26,000; committee retainers and chair fees per schedule; RSUs grant value ~$11,900 (467 RSUs, $25.51 close on May 15, 2024; vest May 20, 2025) .
- Silverman exception: only Company Board annual cash retainer; no equity or committee fees .
Compensation Peer Group and Benchmarking
- Consultant: McLagan (AON) benchmarked salaries, STIPP, and LTIP across 15 senior officer roles with banking-specific data .
- STIPP loan quality metric: Net charge-offs/total loans relative to S&P Global peer group—New England banks/thrifts with $750M–$2.0B in assets .
- PBRSU performance metric: Union’s three-year ROAE percentile vs same peer group; threshold 85th, target 90th, stretch 95th; Union achieved 98.55th percentile in 2024 .
Say-on-Pay & Shareholder Feedback
- 2022 Say-on-Pay support: 97.5% FOR .
- 2019 Say-on-Frequency: 81.3% voted for triennial (every three years) .
- 2025 proposals: Advisory vote on executive compensation and frequency; Board recommends frequency of every three years .
Related Party Transactions and Risk Indicators
- Related party lending: Ordinary-course loans to directors/executives and associates totaled ~$127K at 12/31/2024; on market terms, no past due/nonperforming/restructured accommodations .
- Insider trading policy: Trading prohibited during blackouts and when in possession of MNPI; hedging not prohibited by formal policy; directors/officers urged to pre-clear transactions .
- Clawback/recoupment: STIPP includes recoupment provision to discourage inappropriate risk-taking and improper reporting .
- Section 16 compliance: One late Form 4 for Mr. Silverman (tax withholding on RSUs) .
- Tax gross-ups: None in change-in-control agreements .
Performance & Track Record
| Year | PEO Compensation Actually Paid ($) | Non-PEO NEO Avg Compensation Actually Paid ($) | TSR (Value of $100) | Net Income ($M) |
|---|---|---|---|---|
| 2022 | $755,860 | $350,609 | 84.58 | 12.6 |
| 2023 | $771,291 | $388,959 | 114.50 | 11.3 |
| 2024 | $845,580 | $420,785 | 113.63 | 8.8 |
Notable strategic action: In August 2024, the Company executed a balance sheet repositioning transaction, incurring an after-tax loss of ~$1.0M, which the Compensation Committee excluded from STIPP net income calculations, citing long-term earnings improvement rationale .
Employment & Contracts Summary
| Item | Detail |
|---|---|
| Start at Union Bank | 38 years tenure (as of proxy date) |
| President/CEO tenure | President since 4/1/2011; CEO since 5/2012 |
| CIC term/renewal | Amended and restated 2021; annual auto-renewal |
| Triggers | Involuntary termination or good reason within specified window post/pre-CoC; double-trigger design |
| Non-compete/Non-solicit | Included post-termination covenants |
Equity Ownership & Vesting Calendar (near-term)
- 12/15/2025: TBRSUs and PBRSUs vest one-third; Silverman also has 2,834 RSUs from prior awards scheduled to vest .
- 12/15/2026: Second one-third tranche; Silverman has 665 RSUs scheduled to vest .
- 12/15/2027: Final one-third tranche for 2024 TBRSU/PBRSU awards .
- Retention requirement: Must retain 25% of after-tax vested shares until termination/retirement .
Investment Implications
- Pay-for-performance alignment: STIPP and PBRSUs are explicitly tied to bank-level profitability (ROAA, net income), efficiency, loan growth, and loan quality relative to a defined regional peer group; 2024 PBRSUs paid at stretch driven by 3-year ROAE percentile performance (98.55th), enhancing equity-linked pay alignment .
- Selling pressure vs retention: Multiple tranches vest on 12/15 in 2025–2027, but a 25% after-tax share retention requirement and blackout restrictions temper near-term selling pressure; noted tax-withholding-related Form 4 activity suggests routine settlement rather than directional selling .
- Governance and independence: Silverman is the only non-independent director due to executive status, but separation of Chairman and CEO plus fully independent audit/compensation committees mitigate dual-role concerns; attendance and committee activity support effective oversight .
- Change-in-control economics: CEO’s double-trigger severance (~$1.60M illustrative total) and potential accelerated equity vesting increase M&A completion certainty but add deal premium considerations; absence of tax gross-ups and inclusion of restrictive covenants are shareholder-friendly .
- Risk flags: Hedging not prohibited by policy (potential misalignment risk), though robust insider trading compliance and STIPP recoupment exist; related-party lending disclosed as immaterial and on market terms .
- Shareholder feedback: Strong historical Say-on-Pay support (97.5% in 2022) and triennial frequency preference point to investor acceptance of the compensation framework, which the Committee continues to benchmark and adjust prudently .