Joel Bourassa
About Joel Bourassa
Independent director of Union Bankshares, Inc. since 2019; age 67; also served on Union Bank’s board since 2018. Background in resort and hospitality operations: General Manager, Eagle Mountain House (2022–present); previously COO, Attitash Mountain Service Company (2020–2022); GM, Attitash Mountain Village (2019–2020). Undergraduate studies in business administration/marketing at Southern New Hampshire and Plymouth State Universities; extensive community leadership roles in NH tourism and local civic organizations. Announced retirement from the Company and Union Bank boards effective August 20, 2025; reason cited as personal retirement, with no disagreement with the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Attitash Mountain Service Company | Chief Operating Officer | 2020–2022 | Oversight of resort operations; regional tourism expertise valued by UNB board . |
| Attitash Mountain Village | General Manager | 2019–2020 | Property management; customer and operational leadership . |
| Vacation Resorts International | Regional Director of Resorts | Prior to 2019 | Oversight of properties in Lake Placid (NY), Stowe (VT), and Lincoln (NH) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Mountain House (Jackson, NH) | General Manager | 2022–present | Hospitality leadership; market insight for Grafton County . |
| Mount Washington Valley Chamber of Commerce | Board member | Elected 2023 | Regional tourism network; community engagement . |
| Jackson Ski Touring Foundation | Board member | Elected 2023 | Outdoor recreation community ties . |
| Ski New Hampshire Association | International Director | Former | Industry association involvement . |
| Town of Woodstock, NH | Chair, Board of Selectmen | Former | Municipal governance . |
| Lincoln‑Woodstock Ambulance Service | Chair, Board of Trustees | Former | Community service oversight . |
| Lincoln‑Woodstock Rotary Club | President | Former | Civic leadership . |
| The Bridge Project (Lincoln‑Woodstock) | Founding Director | Former | Community service organization . |
| Lincoln‑Woodstock Chamber of Commerce | President | Former | Local business leadership . |
Board Governance
- Committees: Member, Compensation Committee; committee met 10 times in 2024; all members independent under NASDAQ rules .
- Nominating & Corporate Governance Committee: Comprises all independent directors (i.e., all except CEO Silverman); Bourassa participates as an independent director .
- Independence: Board determined Bourassa independent; only CEO Silverman deemed non‑independent .
- Attendance: All incumbent directors attended at least 90% of Board and committee meetings in 2024; all nine directors attended the 2024 annual meeting policy expectation .
- Shareholder support: Re‑elected May 21, 2025 with 2,448,439 votes for, 40,370 against, 2,909 withheld; broker non‑votes 844,332 .
- Succession: Director Succession Subcommittee created May 21, 2025 to search his replacement following retirement announcement .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Company Board Annual Retainer | $12,500 | 2024 policy . |
| Bank Board Annual Retainer | $26,000 | 2024 policy . |
| Additional Retainer – Board Chair | $5,700 | If applicable . |
| Additional Retainer – Vice Chair | $1,200 | If applicable . |
| Audit Committee Annual Retainer | $4,000 | Company . |
| Compensation Committee Annual Retainer | $4,000 | Company . |
| Disclosure Control Committee Annual Retainer | $4,600 | Company . |
| Audit Committee Chair Additional Retainer | $4,000 | Company . |
| Bank Loan Committee Annual Retainer | $2,500 | Bank . |
| Bank Wealth Mgmt Committee Annual Retainer | $2,000 | Bank . |
| Bank Wealth Mgmt Committee Chair Add’l | $1,200 | Bank . |
| Bank 401(k) Committee Annual Retainer | $400 | Bank . |
| Special Meetings – All Day | $900 | Bank . |
| Special Meetings – Half Day | $500 | Bank . |
| 2024 Director Pay – Bourassa | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Amount | $45,758 | $11,913 | $57,671 |
| Source | |||
- Deferred compensation: Directors may elect to defer cash fees under the Company’s Executive Nonqualified Excess Plan; deferred amounts remain included in “Fees Earned” .
Performance Compensation
- Equity type: Restricted Stock Units (RSUs), time‑based vesting for non‑employee directors; no stock options; RSUs settle 1:1 in common stock at vest .
- Grant sizing: $11,900 grant date value for 2024, converted using 5/15/2024 close ($25.51), rounded up to whole shares → 467 RSUs; vest on 5/20/2025; forfeiture upon service termination except death/disability .
| RSU Grant Detail (Director) | Grant Date | RSUs | Grant FMV | Vest Date | Terms |
|---|---|---|---|---|---|
| Annual Director RSU (2024) | 2024‑05‑15 | 467 | $11,900 | 2025‑05‑20 | Time‑based; settled in stock; rounding to whole shares . |
| Form 4 Award (2025) | 2025‑05‑21 | 452 | $0 (grant) | Per award | Award/Grant; post‑transaction ownership 2,302 shares . |
- Director equity metrics: No performance metrics or PSUs disclosed for directors; committee awards are time‑based only for the board; performance metrics apply to NEO RSUs, not directors .
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Non‑profit and civic boards: Regional chambers, ski foundation, local civic boards (see External Roles) .
- Interlocks/conflicts: No shared public company director interlocks disclosed; governance committees comprised of independent directors .
Expertise & Qualifications
- Sector expertise: Hospitality/tourism operations leadership; regional market knowledge across NH/VT/NY resort properties .
- Governance and civic leadership: Multiple chair/president roles in local government and civic organizations .
- Education: Undergraduate in business administration/marketing (Southern New Hampshire and Plymouth State Universities) .
- Board value add: Insight into Grafton County market; compensation committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Joel S. Bourassa | 1,383 | <1% | As of March 21, 2025; sole voting/investment power unless stated . |
| Post‑transaction (Form 4, 2025‑05‑21) | 2,302 | n/a | After RSU award; director capacity . |
- Vested vs unvested: As of 12/31/2024, the only outstanding director equity grants were the 467 RSUs vesting 5/20/2025 .
- Pledging/hedging: No pledging disclosures noted; Company emphasizes codes of ethics for directors and officers .
- Insider filing compliance: Company reported timely Section 16 filings for directors in 2024; late Form 4s pertained to certain officers only .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post‑Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025‑05‑23 | 2025‑05‑21 | A (Award/Grant) | 452 | $0.00 | 2,302 | https://www.sec.gov/Archives/edgar/data/706863/000070686325000085/0000706863-25-000085-index.htm |
| 2024‑05‑16 | 2024‑05‑15 | A (Award/Grant) | 467 | $0.00 | 1,850 | https://www.sec.gov/Archives/edgar/data/706863/000070686324000049/0000706863-24-000049-index.htm |
Governance Assessment
-
Strengths:
- Independence and committee engagement (Compensation; participation in Nominating & Governance as independent) bolster board oversight .
- Strong shareholder support in 2025 re‑election (≈98.3% for vs. against+withhold among votes cast), signaling investor confidence .
- Meeting attendance threshold met (≥90%) across 2024; board maintains separate chair/CEO roles supporting independent oversight .
-
Compensation & alignment:
- Director pay mix balanced between cash retainers and modest RSUs ($11.9k grant value), with time‑based vesting aligning with continued service; no options or performance‑conditioned director awards, limiting pay‑for‑performance sensitivity at the board level .
- Ownership is relatively small (<1% of class), but annual RSU grants incrementally increase alignment; no pledging red flags disclosed .
-
Potential conflicts/related party exposure:
- Related party loans to directors/officers/families totaled ~$127k at 12/31/2024, all on market terms, ordinary course, and board‑approved; none were past due or restructured—low risk but ongoing monitoring advisable for community bank governance .
-
Signals to watch:
- Retirement effective 8/20/2025 triggers succession and potential committee reshuffling; Director Succession Subcommittee is engaged, which is a positive governance process signal .
- Compensation Committee’s use of independent consultant (AON’s McLagan) for executive benchmarking demonstrates process rigor; note one discretionary adjustment to 2024 short‑term incentive due to balance sheet repositioning—monitor use of discretion to avoid precedent creep .
-
RED FLAGS:
- None disclosed specific to Bourassa (no low attendance, no pledging, no related‑party anomalies). Aggregate related‑party lending is modest and appears controlled under policy .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Public Company? | Notes |
|---|---|---|---|---|
| Mount Washington Valley Chamber of Commerce | Non‑profit | Board member | No | Elected 2023 . |
| Jackson Ski Touring Foundation | Non‑profit | Board member | No | Elected 2023 . |
| Ski New Hampshire Association | Industry association | International Director | No | Former role . |
| Various civic bodies (Woodstock, Lincoln‑Woodstock) | Municipal/civic | Chair/President roles | No | Former roles . |
Director Compensation Structure Analysis
- Year‑over‑year mix: 2024 director compensation shows cash predominance with a fixed‑value RSU grant; no options; equity remains modest and time‑based .
- Consultant usage: Independent benchmarking by McLagan (AON) for executive pay; board program reviewed annually; no director‑specific consultant conflicts disclosed .
- Discretion use: Executive 2024 STI adjusted to exclude one‑time repositioning loss; no discretionary changes to 2024 LTIP; not directly applicable to director pay but relevant for committee governance of incentives .
Say‑on‑Pay & Shareholder Feedback
- 2025 meeting: Advisory say‑on‑pay approved; shareholders selected triennial say‑on‑pay frequency (three years) .
- Prior say‑on‑pay: 97.5% approval in 2022; board continues current approach, with next votes in 2025 per triennial cycle .
Expertise & Qualifications
- Technical/industry: Resort operations management; community banking advisory experience; regional market insight for northern New England .
- Board qualifications: Judged by board to bring strategic vision, business acumen, and local market knowledge; serves on Compensation Committee .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficial shares | 1,383 | Record date 2025‑03‑21 . |
| Percent of class | <1% | Record date 2025‑03‑21 . |
| Outstanding RSUs (director grants) | 467 (vested 5/20/2025) | Granted 5/15/2024; vest 5/20/2025 . |
| Post‑award holdings | 2,302 | After 2025 Form 4 award . |
Governance Assessment
- Overall: Bourassa’s independent status, Compensation Committee participation, strong shareholder support, and adequate meeting attendance support board effectiveness. Retirement in August 2025 introduces a transition; succession planning underway is a positive governance signal .
- Monitoring priorities for investors:
- Committee composition changes post‑retirement and maintenance of independence.
- Continued restraint in discretionary incentive adjustments and clarity in director equity practices (time‑based RSUs vs. performance‑linked awards for executives) .
- Any future related‑party transactions remain in ordinary course, market‑terms, and well‑controlled .