Jonathan Gould
About Jonathan Gould
Jonathan J. Gould (age 65) is Executive Vice President and Senior Commercial Loan Officer at Union Bank (subsidiary of Union Bankshares, Inc.), appointed as a Named Executive Officer for 2024. He joined Union Bank in 2015 as SVP/Senior Commercial Loan Officer, was promoted to EVP/Senior Loan Officer in 2019, and oversees commercial and municipal lending, credit administration, and related teams; he serves on the Company’s Disclosure Control Committee, and the Bank’s Executive Loan Committee and Asset Liability Committee. He holds a BS in Business Administration from Plymouth State University and has 40 years of banking experience . Company performance metrics tied to Gould’s incentives include a 2024 relative three-year ROAE at the 98.55th percentile vs New England peers (driving maximum PBRSU payout), a STIPP weighted payout of 107.77% that yielded 21.55% of base in cash bonus for Gould, and pay-versus-performance context showing TSR of $113.63 and net income of $8.8 million for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Union Bank | SVP, Senior Commercial Loan Officer | 2015–2019 | Oversight of commercial and municipal lending and credit administration; management of loan officers, loan assistants, and quality control personnel |
| Union Bank | EVP, Senior Loan Officer (EVP, Senior Commercial Loan Officer) | 2019–present | Expanded leadership responsibility across lending and credit administration; service on Executive Loan and Asset Liability Committees; member of Company Disclosure Control Committee |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| North Country Consortium for Workforce Advancement, Inc. | Board of Directors | Current | Non-profit board service in regional workforce development |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $264,710 | $52,942 | $57,054 | $27,002 | $401,708 |
Performance Compensation
Short-Term Incentive Performance Plan (STIPP) – 2024 Design and Results
| Metric | Weighting | Threshold | Target | Stretch | Actual | Payout |
|---|---|---|---|---|---|---|
| ROAA | 20% | 0.70 | 0.78 | 0.86 | 0.78 | 100% |
| Net Income (pre credit loss; August 2024 repositioning excluded via Committee discretion) | 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 | 20% | $880,991k | $987,767k | $1,086,554k | $1,086,544k | 150% |
| Discretionary Component | 10% | 90% | 100% | 110% | 100% | 100% |
| Loan Quality (net charge-offs/total loans vs peer) | 15% | 80.00% | 90.00% | 95.00% | 94.20% | 144.67% |
| Weighted Payout | — | — | — | — | — | 107.77% of target |
| Executive | Target Bonus ($) | Target Bonus (% Base) | Actual Bonus ($) | Actual Bonus (% Base) |
|---|---|---|---|---|
| Jonathan J. Gould | $52,942 | 20% | $57,054 | 21.55% |
Long-Term Equity Incentives (LTIP) – 2024 Grants (awarded Feb 5, 2025 for 2024 service)
| PBRSU Performance Measure | Threshold | Target | Stretch | Union Actual | PBRSU Payout |
|---|---|---|---|---|---|
| Relative Three-Year ROAE vs New England peer banks/thrifts ($750m–$2.0b) | 85th percentile | 90th percentile | 95th percentile | 98.55th percentile | 150% of target |
| Equity Incentive (2024 service) | Target Amount ($) | Target % Base | Actual Awards ($) | Actual % Base |
|---|---|---|---|---|
| Jonathan J. Gould | $52,942 | 20% | $66,178 | 25% |
| RSU Type | Units Granted | Grant/Valuation Price | Total RSUs | Notes |
|---|---|---|---|---|
| PBRSUs | 1,214 | $32.70 (Feb 5, 2025 close) | 2,024 | PBRSUs reflect max performance (150% of target) |
| TBRSUs | 810 | $32.70 (Feb 5, 2025 close) | 2,024 | RSUs settle in stock upon vesting; no dividends/votes pre-vest |
| Vesting Schedule for 2024 RSUs | Date | Portion |
|---|---|---|
| TBRSUs and PBRSUs | Dec 15, 2025 | One-third of award vests |
| TBRSUs and PBRSUs | Dec 15, 2026 | One-third of award vests |
| TBRSUs and PBRSUs | Dec 15, 2027 | One-third of award vests |
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Percent of Class | Voting/Investment Power |
|---|---|---|---|
| March 21, 2025 | 8,490 | * (less than 1%) | Shared voting and investment power |
| Outstanding Equity Awards at Dec 31, 2024 | Unvested RSUs (#) | Market Value ($) | Vesting Details |
|---|---|---|---|
| Jonathan J. Gould | 1,545 | $44,666 | 1,248 vest on Dec 15, 2025; 297 vest on Dec 15, 2026 |
| Stock Vested in 2024 | Shares Vested (#) | Value on Vest ($) | Vest Date |
|---|---|---|---|
| Jonathan J. Gould | 2,111 | $71,668 | Dec 15, 2024 (close $33.95) |
- Stock retention requirement: executives must retain 25% of after-tax vested share awards until termination or retirement; hardship waivers are at Committee discretion .
- Hedging: Company has not adopted policies prohibiting hedging transactions by directors/officers; insider trading guidelines and blackout periods apply .
- Section 16 compliance: one late Form 4 for Gould in 2024 related to tax withholding on vested shares under the equity plan .
Employment Terms
| Change-in-Control (CIC) Potential Payments (Assuming termination Dec 31, 2024) | Amount ($) |
|---|---|
| Base Salary and Bonus (1×) | $330,431 |
| Medical/Dental/Vision/Prescription (12 months) | $44,006 |
| 401(k) Contributions | $17,334 |
| Accelerated Vesting of Equity Awards (assumes Board discretion) | $103,180 |
| Total | $494,951 |
- CIC agreements (amended/restated in 2021) auto-renew annually; severance payable only if terminated without cause or resigns for good reason within 12 months after a CIC (double trigger); lump-sum equals 100% of base salary plus 100% of bonus for non-CEO NEOs; 12 months of benefits continuation; outplacement provided; no tax gross-ups; non-disparagement, confidentiality, non-compete, and non-solicitation covenants apply; equity awards governed by plan terms .
Compensation Structure Analysis
- Mix and at-risk pay: 2024 total compensation of $401,708 comprised of salary ($264,710), cash incentive ($57,054), equity grants ($52,942 accounting value; final RSU award valued ~$66k based on share count/pricing), and other comp ($27,002), illustrating balanced fixed and performance-linked elements .
- Equity design shift: LTIP uses stock-settled RSUs (TBRSUs/PBRSUs); no stock options granted, emphasizing retention and ownership alignment; RSUs have no dividends/voting pre-vest and are administered to comply with IRC 409A .
- Performance calibration: PBRSU metric keyed to relative three-year ROAE vs New England peers (85/90/95th percentile thresholds) with Union achieving 98.55th percentile → max payout; STIPP included ROAA, Net Income, Efficiency Ratio, Loan Growth, Loan Quality, and a discretionary component; efficiency ratio underperformed (0% payout), while loan growth hit stretch (150%) .
- Discretion use (risk signal): Compensation Committee and Board exercised discretion to exclude the impact of the August 2024 balance sheet repositioning from STIPP net income, increasing incentive payouts versus GAAP-based results .
Investment Implications
- Alignment: Scheduled RSU vesting on Dec 15 for 2025–2027 and a 25% post-tax retention requirement support ongoing alignment and reduce near-term selling pressure; beneficial ownership is modest (<1%), suggesting limited personal equity exposure relative to total shares outstanding .
- Performance sensitivity: Incentives are tied to bank-wide profitability, asset quality, loan growth, and relative ROAE, which are core value drivers for a community bank; efficiency ratio underperformance zeroed out that metric, indicating cost discipline remains a lever for payout variability .
- Governance/contract risk: CIC economics for Gould are moderate (1× salary+bonus, benefits, potential RSU acceleration at Board discretion) with double-trigger protection and no tax gross-ups—limited windfall risk but adequate retention in change scenarios .
- Trading signals: Annual vesting in December and prior tax-withholding transactions (late Form 4) indicate predictable windows for share settlement; absence of a hedging prohibition is a governance red flag that could weaken alignment optics if executives engage in hedging, though blackout periods and insider trading controls apply .
- Shareholder stance: Prior say-on-pay support was strong (97.5% in 2022), and the compensation framework is reviewed against external benchmarks (McLagan/AON), indicating investor tolerance for the current design despite selective discretion in 2024 .