Janet Spitler
About Janet Spitler
Janet P. Spitler (age 65) is an independent director of Union Bankshares, Inc. (UNB), serving on the Company board since 2022 and on Union Bank’s board since April 2021. She retired in 2024 as CFO of Evernorth (formerly Housing Vermont) and previously served as CFO and EVP of publicly traded Merchants Bancshares, bringing 24 years of banking experience and SEC reporting expertise; she holds degrees from William Smith College and Syracuse University . The Board has determined she is independent under NASDAQ rules (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evernorth (f/k/a Housing Vermont) | Chief Financial Officer | 2015–retired end of 2024 | Led finance for nonprofit housing/community investments across northern New England; SEC reporting knowledge highlighted . |
| Merchants Bancshares, Inc. (public) / Merchants Bank | CFO and Executive Vice President | Prior to Evernorth (dates not specified) | Public company banking finance leadership; SEC reporting experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vermont Community Loan Fund | Director | Current | Board service disclosed as current . |
| Housing Vermont (predecessor to Evernorth) | Board Member; Board Chair (prior) | Prior | Governance role in affordable housing non-profit . |
| VSECU | Director (prior) | Prior | Vermont credit union board service . |
| Humane Society of Chittenden County | Director (prior) | Prior | Non-profit board service . |
| United Way’s Women’s Council | Member (prior) | Prior | Community engagement . |
| Vermont Tax Advisory Board | Member (prior) | Prior | Policy/finance advisory experience . |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (comprises all independent directors, which includes Spitler) .
- Committee chairs: Audit Committee chaired by Nancy C. Putnam; Compensation Committee chaired by Dawn D. Bugbee (Spitler is not a chair) .
- Board leadership: Independent, non-employee Chair separate from the CEO, enhancing oversight (Chair: Cornelius J. Van Dyke) .
- Attendance and engagement: In 2024, the Company board held 10 regular meetings; all incumbent directors attended at least 90% of board and committee meetings of which they were members. All nine incumbent directors attended last year’s annual meeting .
- Committee activity levels (2024): Audit met 7 times; Compensation met 10 times; independent directors (Nominating & Corporate Governance) met 4 times .
Committee Memberships (UNB)
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No (Chair: Nancy C. Putnam) | 7 |
| Compensation | Member | No (Chair: Dawn D. Bugbee) | 10 |
| Nominating & Corporate Governance | Member (all independent directors) | — | 4 (independent directors) |
Fixed Compensation
| Year | Cash Fees (Company + Bank) | Notes | Source |
|---|---|---|---|
| 2024 | $49,342 | Includes board and committee retainers across Company and Bank |
Director fee schedule context (2024): Company board retainer $12,500; Audit Committee retainer $4,000 (Chair +$4,000); Compensation Committee retainer $4,000 (Chair +$4,000); Company equity compensation ~$11,900; Bank board retainer $26,000; additional Bank committee retainers as listed .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Value | Vesting / Settlement | Conditions |
|---|---|---|---|---|---|
| May 15, 2024 | RSUs | 467 | $11,900 (based on $25.51 close) | Vest May 20, 2025; settle 1:1 in common stock | Service through vesting; forfeiture on early departure (death/disability exceptions) |
Notes:
- All non-employee directors received the same 2024 RSU award (467 RSUs) calculated from a fixed dollar value divided by grant-date closing price; unvested RSUs were the only outstanding equity grants for directors at 12/31/2024 .
Other Directorships & Interlocks
| Type | Company/Entity | Role | Status |
|---|---|---|---|
| Public company board | — | — | None disclosed in proxy . |
| Non-profit/Private | Vermont Community Loan Fund | Director | Current |
| Non-profit/Private (prior) | Housing Vermont | Director/Chair | Prior |
| Non-profit/Private (prior) | VSECU; Humane Society of Chittenden County | Director | Prior |
No compensation committee interlocks were disclosed beyond committee composition; the Compensation Committee is comprised solely of independent directors (including Spitler) .
Expertise & Qualifications
- 24 years of banking experience; former public-company CFO (Merchants Bancshares) with SEC reporting expertise; retired CFO of Evernorth (2015–2024) .
- Academic credentials: William Smith College; Syracuse University .
- Independence: Board determined all directors except the CEO are independent under NASDAQ rules .
- Audit committee financial expert designation resides with Nancy C. Putnam, not Spitler .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Holding Vehicle | Unvested Director RSUs (2024 grant) |
|---|---|---|---|---|
| Janet P. Spitler | 773 | <1% | Spitler Living Trust, co-trustee with spouse | 467 (vest 5/20/2025) |
| Sources: beneficial ownership table and footnote (all 773 shares held via Spitler Living Trust) ; RSU award mechanics and vesting date (uniform for non-employee directors) . |
No pledging of shares was disclosed for Spitler in the ownership footnotes .
Related-Party and Compliance Considerations
- Related-party lending: Directors/executives and related parties may have loans with Union Bank on market terms; aggregate such loans totaled ~$127 thousand at 12/31/2024, with no past-due or restructured status .
- Section 16(a) compliance: Company reported certain late Form 4s in 2024 for named executive officers (not listing any directors by name); otherwise believes Section 16 requirements were met .
- Hedging policy: The Company has not adopted a policy prohibiting hedging transactions by directors or officers, though insider trading standards and blackout periods apply; short sales are prohibited under applicable law .
Governance Assessment
- Strengths:
- Independent director with deep banking/finance background and prior public-company CFO experience; active service on both Audit and Compensation Committees supports board oversight capacity .
- Board structure features an independent, non-executive Chair separate from CEO; all directors except the CEO are independent; attendance disclosure indicates high engagement (≥90%) .
- Committee activity levels (Audit 7x; Compensation 10x; independents 4x) suggest robust oversight cadence .
- Alignment and pay mix:
- 2024 compensation comprised cash fees ($49,342) and equity RSUs ($11,913), aligning a portion of pay with shareholder outcomes via stock-settled RSUs that vest after one year .
- Ownership is modest in absolute terms (773 shares; <1% of class), albeit supplemented by unvested RSUs (467) .
- Risk indicators and potential red flags:
- The absence of a board-level hedging prohibition may dilute alignment and is a governance negative relative to prevailing best practices; insider trading controls and blackout windows are in place, and short sales are legally restricted .
- Routine related-party lending exists but is small in aggregate and on market terms, with no performance issues disclosed at year-end 2024 .
Overall, Spitler’s financial acumen and committee roles bolster board effectiveness; monitoring of equity accumulation over time and hedging policy posture remain key considerations for investor alignment .