Karyn Hale
About Karyn Hale
Karyn J. Hale, age 55, is EVP, CFO and, effective April 1, 2025, Chief Operating Officer of Union Bank (subsidiary of Union Bankshares, Inc.), with oversight of accounting, internal controls, treasury, taxation, regulatory reporting, ALM, audit/exam processes, shareholder relations, HR, and select operations; she joined the bank in 2005, became CFO/Treasurer in 2014, EVP in 2019, and COO in 2025 . Hale holds a B.S. in Accounting from St. Michael’s College, is a CPA, chairs the Company’s Disclosure Control Committee and Union’s Asset Liability Committee, and serves on the boards of Evernorth (Finance Chair, Executive Committee) and the Vermont Economic Development Authority (Audit and Executive Committees) . Recent performance context: Company net income was $8.8m (2024), $11.3m (2023), $12.6m (2022), and TSR (fixed $100 initial investment) was $113.63 (2024), $114.50 (2023), $84.58 (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Union Bankshares/Union Bank | Project Specialist → Finance Officer → CFO & Treasurer → EVP → COO | Joined 2005; Finance Officer 2008; CFO/Treasurer 2014; EVP 2019; COO 2025 | Led finance, controls, treasury, regulatory reporting, ALM; expanded remit to HR and Branch Administration with COO appointment; chairs Disclosure Control Committee and ALCO |
| A.M. Peisch & Company | Public Accounting | 12 years (pre‑2005) | Foundation in accounting/audit; CPA credential |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evernorth | Director; Chair, Finance Committee; Member, Executive Committee | Not disclosed | Governance and financial oversight for regional community investment organization |
| Vermont Economic Development Authority (VEDA) | Director; Member, Audit & Executive Committees | Not disclosed | Credit, audit, and strategic oversight for statewide development finance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $260,000 | $267,800 |
| All Other Compensation ($) | $31,800 (401(k) match and safe harbor; profit sharing; no SERP) | $26,663 (401(k) match and safe harbor; one‑time bonus in lieu of profit sharing; no SERP) |
| Total Compensation ($) | $368,289 | $405,743 |
Performance Compensation
Short‑Term Incentive (STIPP) – 2024 Design and Results
| Performance Measure | Weight | Threshold (Funds 50% of target) | Target (Funds 100% of target) | Stretch (Funds 150% of target) | 2024 Actual | Payout Allocation |
|---|---|---|---|---|---|---|
| ROAA | 20% | 0.70 | 0.78 | 0.86 | 0.78 | 100% |
| Net Income (pre‑credit loss basis; excl. Aug 2024 repositioning) ($000s) | 25% | $10,166 | $11,295 | $12,425 | $11,392 | 104.27% |
| Efficiency Ratio | 10% | 74.87% | 73.87% | 72.87% | 76.90% | 0% |
| Loan Growth ($000s) | 20% | $880,991 | $987,767 | $1,086,554 | $1,086,544 | 150% |
| Discretionary Component | 10% | 90% | 100% | 110% | 100% | 100% |
| Loan Quality (Net charge‑offs to total loans vs peer) | 15% | 80.00% | 90.00% | 95.00% | 94.20% | 144.67% |
| Total Weighted Average Payout | — | — | — | — | — | 107.77% |
| Executive | Title | 2024 Target ($) | Target (% Base) | 2024 Actual ($) | Actual (% Base) |
|---|---|---|---|---|---|
| Karyn J. Hale | EVP, CFO and COO | $53,560 | 20% | $57,720 | 21.55% |
Notes:
- STIPP activation required ≥75% of budgeted Union Bank net income and individual performance of “fully meets expectations” .
- The Compensation Committee excluded the after‑tax $1.0m impact of an August 2024 balance sheet repositioning from net income when determining payouts (discretionary adjustment) .
Long‑Term Incentive (LTIP – RSUs) – 2024 Awards
| Item | Hale Detail |
|---|---|
| Plan | Union Bankshares, Inc. 2024 Equity Incentive Plan (replaced 2014 plan; administered by Compensation Committee) |
| Award Types | Time‑Based RSUs (TBRSUs) and Performance‑Based RSUs (PBRSUs) |
| Target Opportunity | 20% of base salary; split 50% TBRSUs / 50% PBRSUs |
| PBRSU Performance Metric | Relative 3‑yr ROAE vs New England bank/thrift peer group ($750m–$2.0bn assets) |
| PBRSU Performance Grid | Threshold 85th percentile; Target 90th; Stretch 95th |
| 2024 Actual vs Peer | 98.55th percentile (max payout 150%) |
| Grant Date/Price | Awards determined on Feb 5, 2025; $32.70 per share |
| Hale RSUs Granted (2024 services) | PBRSUs: 1,229; TBRSUs: 819; Total: 2,048 shares; Grant value: $66,950 |
| Vesting Schedule | One‑third vests on Dec 15, 2025; Dec 15, 2026; Dec 15, 2027 |
| Prior‑Year RSUs (2023 services) | 2,251 shares; $64,986 grant value (awarded Feb 7, 2024) |
Stock Vested (Supply Considerations)
| Name | Shares Vested in 2024 | Value Realized ($) |
|---|---|---|
| Karyn J. Hale | 2,132 | $72,381 (at $33.95 on 12/15/2024) |
Equity Ownership & Alignment
| As of | Beneficial Ownership (Shares) | % of Class | Voting/Investment Power |
|---|---|---|---|
| March 21, 2025 | 5,927 | <1% | Shared voting and investment power |
- Shares outstanding at record date: 4,538,598 (each share one vote) .
| Outstanding Unvested RSUs (12/31/2024) | Units | Market Value ($) |
|---|---|---|
| Hale total | 1,560 | $45,100 (at $28.91 on 12/31/2024) |
| Scheduled vesting (Hale) | 1,261 on 12/15/2025; 299 on 12/15/2026 | — |
Policy alignment:
- Stock retention requirement: executives must hold 25% of after‑tax vested shares until termination/retirement (Committee may waive for hardship) .
- Hedging: Company has not adopted policies prohibiting hedging; insiders subject to blackout periods and insider trading policy .
- Pledging: No pledging disclosure found in proxy (not disclosed) .
- Options: Outstanding equity awards for NEOs consisted solely of RSUs (no options) .
Employment Terms
| Topic | Hale Terms |
|---|---|
| Change‑in‑Control (CIC) Agreement (amended/restated 2021) | Automatic annual one‑year extensions unless notice; severance payable on involuntary termination without cause or resignation for good reason within 12 months after CIC (or some cases within 6 months before) |
| CIC Cash Severance | Lump sum: 100% of base salary + 100% of bonus (short‑term incentive) |
| Benefits Continuation | Medical/dental/vision/prescription for 12 months; outplacement services |
| Retirement/401(k)/SERP Components | Employer 401(k)/profit‑sharing contributions equal to last plan year amounts; no SERP for Hale |
| Equity | Outstanding awards governed by plan terms; accelerated vesting assumed at CIC per Board discretion for illustrations |
Illustrative CIC payout (assuming termination on 12/31/2024):
| Form of Compensation | Hale Amount ($) |
|---|---|
| Base Salary and Bonus | $335,289 |
| Medical/Dental/Vision/Prescription Benefits | $37,322 |
| 401(k) Contributions | $16,895 |
| Accelerated Vesting of Equity Awards | $104,307 |
| Total | $493,813 |
Other terms:
- Non‑disparagement, confidentiality, non‑competition and non‑solicitation covenants post‑termination; no tax gross‑ups .
- STIPP includes a recoupment (clawback) provision to discourage inappropriate risk‑taking .
Deferred Compensation and Benefits
| Plan/Benefit | Hale 2024 Activity/Status |
|---|---|
| Executive Nonqualified Excess Plan (2020) | Contributions: $10,712; Earnings: $18,251; Withdrawals: $55,526; Aggregate balance: $62,362 (no above‑market rates) |
| SERP | Not covered under SERP in 2024 |
| Split‑Dollar Life Insurance | Additional death benefit of $400,000 (in addition to group life coverage) |
| 401(k) | Match up to 6% and 3% safe harbor; 2024 profit‑sharing not made (one‑time bonus paid instead) |
Compensation Structure Analysis
- Mix and pay‑for‑performance: Hale’s 2024 pay includes base salary ($267.8k), actual STIPP ($57.7k; 21.55% of base) and RSUs ($66.95k; 25% of base target achieved at max due to ROAE performance), reflecting a balanced cash/equity mix tied to bank‑level outcomes .
- Performance metrics: STIPP focuses on ROAA, net income, efficiency ratio, loan growth, loan quality and discretionary elements; LTIP PBRSUs hinge on 3‑year ROAE vs regional peers, rewarding sustained profitability .
- Discretionary adjustments: 2024 STIPP excluded the after‑tax impact of balance sheet repositioning ($1.0m) to avoid penalizing strategic actions intended to improve forward earnings—appropriate rationale but reduces pure formulaic sensitivity in the year .
- Ownership alignment: Required 25% post‑tax share retention and predominantly RSU‑based equity strengthen alignment, but absence of hedging prohibitions is a governance gap .
Governance, Peer Benchmarking, and Shareholder Feedback
- Committee oversight: Compensation Committee (independent directors) met ten times in 2024; uses McLagan/AON benchmarking for salary, STIPP, LTIP design and targets; annual program reviews and risk oversight .
- Say‑on‑Pay history: 97.5% approval in 2022; say‑on‑frequency 81.3% favored triennial; next votes at 2025 annual meeting .
- Section 16 compliance: One late Form 4 for Hale (tax withholding under equity plan) among several executives; administrative item, not trading abuse .
Equity Ownership & Alignment (Detailed Tables)
Beneficial Ownership and Shares Outstanding
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Karyn J. Hale | 5,927 | <1% | Shared voting/investment power |
| Shares Outstanding (record date) | 4,538,598 | — | Each share one vote |
Unvested RSUs and Vesting Schedule (Hale)
| As of 12/31/2024 | Units | Market Value ($) | Vesting |
|---|---|---|---|
| Total unvested RSUs | 1,560 | $45,100 (at $28.91) | 1,261 on 12/15/2025; 299 on 12/15/2026 |
Employment Terms (Detailed)
| Provision | Details |
|---|---|
| CIC Trigger | Termination without cause or resignation for good reason within 12 months after CIC (or some cases within 6 months prior) |
| Cash Severance | 100% base + 100% bonus (Hale) |
| Benefits | 12 months of medical/dental/vision/prescription; outplacement services |
| 401(k)/Profit Sharing | Employer contributions equal to prior plan year amounts |
| Equity | Governed by plan; illustration assumes full vesting per Board discretion |
| Covenants | Non‑competition and non‑solicitation; non‑disparagement; confidentiality |
| Tax Gross‑Ups | None |
Investment Implications
- Alignment and retention: RSU‑heavy LTI with 3‑year ROAE peer benchmarking and mandatory 25% post‑tax share retention supports long‑term alignment; multi‑year vesting (2025‑2027) reduces near‑term exit risk but implies periodic vest‑related supply events (e.g., Dec 15 annually) .
- Performance sensitivity: Strong 3‑yr ROAE (98.55th percentile) delivered max PBRSU payout, signaling execution in profitability; STIPP efficiency ratio miss tempered total payout to ~108% of target—balanced incentives that reward profitable growth while penalizing cost underperformance .
- Governance watch‑items: No hedging prohibition (policy gap vs best practices), and occasional late Form 4 for tax withholding—monitor insider trading policy enforcement and any future hedging/pledging disclosures .
- Change‑in‑control economics: Double‑trigger structure with ~1x cash severance for salary+bonus and 12 months benefits; illustrative total ~$494k for Hale—shareholder‑friendly lack of tax gross‑ups; equity treatment per plan discretion .
- Net performance context: 2022–2024 TSR recovery and net income trends contextualize incentive outcomes; discretionary exclusion of repositioning loss indicates management’s focus on forward earnings quality—investors should evaluate subsequent periods’ ROAE/efficiency to validate intended benefits .