Gregory Sargent
About Gregory D. Sargent
Gregory D. Sargent (age 65) has served as an independent director of Union Bankshares, Inc. (UNB) since 2021 and as a Union Bank director since 2020. He is a CPA and former managing director of Kittell Branagan and Sargent, where he practiced since founding the firm in 1986; he is a member of the Vermont Society of CPAs and the AICPA. He currently serves on UNB’s Audit Committee; his independence is affirmed by the Board, and he attended at least 90% of meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kittell Branagan and Sargent (public accounting) | Former Managing Director; CPA; led firm quality control | Practiced since 1986; former managing director | Directed quality control system; deep accounting and local market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vermont Arts Council | Treasurer | Not disclosed | Nonprofit governance and financial oversight |
| Northwestern Medical Center | Treasurer | Not disclosed | Healthcare nonprofit governance; financial stewardship |
| Various northwestern Vermont nonprofits | Board member (treasurer/president roles) | Not disclosed | Multiple nonprofit leadership roles |
Board Governance
- Committee Assignments: Audit Committee member (Audit Committee comprises Nancy Putnam (Chair), Gregory Sargent, Timothy Sargent, and Janet Spitler) . Nominating & Corporate Governance Committee comprises all independent directors (includes Sargent) .
- Independence: Board determined all incumbent directors are independent except the CEO David Silverman; Sargent is independent under NASDAQ rules .
- Attendance & Engagement: All incumbent directors attended at least 90% of Board and committee meetings in 2024; all nine directors attended the prior annual meeting . Audit Committee met seven times in 2024; independent directors met four times on nominating/governance .
- Board Leadership & Risk Oversight: Chair separate from CEO; risk oversight distributed across Board and committees, with Audit Committee central to accounting/reporting/internal controls oversight .
Fixed Compensation
Director fees are structured with cash retainers and committee fees at both Company and Bank levels (2024 schedule below). Sargent’s cash fees for 2024 totaled $48,542; for 2023, $48,958 .
| Fee Schedule (Nonemployee Directors) | 2023 | 2024 |
|---|---|---|
| Company Annual Retainer | $12,500 | $12,500 |
| Company Board Chair Additional | $5,700 | $5,700 |
| Company Vice Chair Additional | $1,200 | $1,200 |
| Audit Committee Annual Retainer | $4,000 | $4,000 |
| Audit Committee Chair Additional | $4,000 | $4,000 |
| Disclosure Control Committee Annual Retainer | $4,600 | $4,600 |
| Compensation Committee Annual Retainer | $4,000 | $4,000 |
| Compensation Committee Chair Additional | $4,000 | $4,000 |
| Bank Annual Retainer | $26,000 | $26,000 |
| Bank Loan Committee Annual Retainer | $2,500 | $2,500 |
| Bank Wealth Mgmt Committee Annual Retainer | $2,000 | $2,000 |
| Bank Wealth Mgmt Committee Chair Additional | $1,200 | $1,200 |
| Bank 401(k) Committee Annual Retainer | $400 | $400 |
| Special Meetings – All Day | $900 | $900 |
| Special Meetings – 1/2 Day | $500 | $500 |
| Gregory D. Sargent – Cash Fees | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash | $48,958 | $48,542 |
Performance Compensation
UNB grants RSUs annually to nonemployee directors; awards are time-based and settle in stock upon vesting.
| Gregory D. Sargent – Director RSUs | 2023 | 2024 |
|---|---|---|
| RSUs Granted (shares) | 484 (grant 5/17/2023; vest 5/14/2024) | 467 (grant 5/15/2024; vest 5/20/2025) |
| Grant-Date Fair Value | $10,014 | $11,913 |
| Vesting Condition | Continued Board service to vest date | Continued Board service to vest date |
Compensation Committee performance frameworks (for executive incentives; indicative of board oversight rigor):
- 2024 STIPP metrics and outcomes (Bank-only): ROAA, Net Income (adjusted for 2024 balance sheet repositioning), Efficiency Ratio, Loan Growth, Loan Quality vs peer, Discretionary component; total payout factor 107.77% of target .
- 2024 PBRSU metric: three-year ROAE vs New England peer group; Union achieved 98.55th percentile (150% of target) .
| 2024 STIPP Measures (Key) | Threshold | Target | Stretch | Actual | Payout |
|---|---|---|---|---|---|
| ROAA | 0.70 | 0.78 | 0.86 | 0.78 | 100% |
| Net Income ($000) | 10,166 | 11,295 | 12,425 | 11,392 (adj.) | 104.27% |
| Efficiency Ratio (%) | 74.87 | 73.87 | 72.87 | 76.90 | 0% |
| Loan Growth ($000) | 880,991 | 987,767 | 1,086,554 | 1,086,544 | 150% |
| Loan Quality (Peer %) | 80.00 | 90.00 | 95.00 | 94.20 | 144.67% |
| Discretionary | 90% | 100% | 110% | 100% | 100% |
Governance features: STIPP includes a recoupment provision; pay practices emphasize fixed salary to avoid excessive risk-taking .
Other Directorships & Interlocks
- Public company boards: None disclosed for Gregory Sargent .
- Notable interlocks: Sargent serves as Treasurer of Northwestern Medical Center; Director Dawn Bugbee previously served as CFO and Chief Administrative Officer at NMC and chaired its finance committee, indicating potential information flow within local healthcare governance networks .
Expertise & Qualifications
- CPA; extensive public accounting leadership, including quality control oversight .
- Financial literacy consistent with Audit Committee service; Board designated Audit Chair as “financial expert,” and all Audit Committee members are financially literate .
- Deep knowledge of UNB’s local markets through long-term practice and nonprofit leadership .
Equity Ownership
| Beneficial Ownership | Mar 22, 2024 | Mar 21, 2025 |
|---|---|---|
| Shares Beneficially Owned | 849 (shared voting/investment power) | 1,333 (shared voting/investment power) |
| Percent of Class | <1% (denoted “*”) | <1% (denoted “*”) |
Note: “Shared voting and investment power” per footnotes; 2025 indicated for Sargent .
Governance Assessment
- Board effectiveness: Active Audit Committee participation (7 meetings in 2024) and strong attendance signal engagement; independence affirmed under NASDAQ rules .
- Alignment: Director equity grants (RSUs) create ownership linkage; however, there is no disclosed director-specific stock ownership guideline .
- Pay practices: Director compensation is predominantly fixed cash retainers plus modest RSUs; committee chair fees appropriately incentivize oversight work .
- Related-party/Conflicts: Company discloses ordinary-course loans to directors/executives and associates (~$127k at 12/31/2024), all on market terms with Board pre-approval where required; none were past due or restructured . Significant shareholding by Richard C. Sargent (10.15%) and multiple Sargents in board/shareholder roles suggest concentration of influence, warranting continued monitoring for potential perceived conflicts even as independence is affirmed .
RED FLAGS
- Hedging policy: Company has not adopted a policy prohibiting hedging transactions by directors/officers; while insider trading and blackout restrictions exist, allowance of hedging can weaken alignment optics .
- Ownership concentration: >10% holder Richard C. Sargent and multiple Sargent family roles (two directors plus a major shareholder) may pose perceived governance risks despite formal independence and oversight processes .
Additional signals: Say-on-pay support was high (97.5% in 2022), indicating investor confidence in compensation governance; 2025 includes advisory votes (say-on-pay and frequency), offering fresh feedback loop .