Mary Parent
About Mary K. Parent
Mary K. Parent (age 49) is an independent director of Union Bankshares, Inc. (UNB), serving since 2023. She is an attorney at Downs Rachlin Martin PLLC, where she serves as Director and Chair of the Business Law Group; she holds a J.D. from Boston College Law School and a B.A. in biological sciences from Smith College. She beneficially owns 584 UNB shares (shared voting and investment power) and is classified as independent under NASDAQ rules; all incumbent directors attended at least 90% of Board and committee meetings in 2024. She also serves on Union Bank’s (subsidiary) Wealth Management Group Committee and Executive Loan Committee, indicating active engagement in bank-level oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Downs Rachlin Martin PLLC | Attorney; Director and Chair, Business Law Group | 2005 – present | Leads business law practice; regional corporate counsel experience (governance, transactions). |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Northeastern Vermont Regional Hospital (NVRH) | Corporator; former Trustee and Chair, Board of Trustees; volunteer on Philanthropy Committee | Completed trustee/chair terms recently; current corporator | Governance experience in healthcare non-profit; local stakeholder engagement. |
| St. Johnsbury Development Fund | Corporator | Current | Community economic development affiliation. |
| St. Johnsbury Chamber of Commerce | Former President, Board of Directors | Past | Regional business community leadership. |
| Fairbanks Museum Board of Trustees | Former Vice-Chair | Past | Non-profit board governance. |
| Vermont & New Hampshire Bar Associations | Member | Current | Legal professional affiliations. |
Board Governance
- Independence: The Board determined all incumbent directors except the CEO are independent; Ms. Parent is independent under NASDAQ rules.
- Committee assignments (Company): Member of the Nominating & Corporate Governance Committee, which comprises all independent directors; the committee met four times in 2024. She is not listed on the Audit or Compensation Committees at the Company level.
- Committee assignments (Bank subsidiary): Member, Union Bank Wealth Management Group Committee; Member, Union Bank Executive Loan Committee.
- Attendance: In 2024, all incumbent directors attended at least 90% of Board and committee meetings of which they were members; all nine incumbent directors attended the 2024 annual meeting.
- Board leadership: UNB separates Chair and CEO roles, with a non-employee Chair presiding over Board meetings, including executive sessions—supportive of independent oversight.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $44,800 | Company and Bank board/committee retainers and fees. |
| Stock Awards (RSUs) | $11,913 | 467 RSUs granted for 2024 director service; grant-date value. |
| Total | $56,713 | Sum of cash + stock awards. |
Director fee structure (2024) for context:
- Company Board cash retainers: Board annual retainer $12,500; Audit Committee annual retainer $4,000 (Chair +$4,000); Compensation Committee annual retainer $4,000 (Chair +$4,000); Disclosure Control Committee annual retainer $4,600; Chair +$5,700; Vice Chair +$1,200. Equity compensation: RSUs ~$11,900 grant-date value.
- Bank Board cash retainers: Board annual retainer $26,000; Loan Committee $2,500; Wealth Management Committee $2,000 (Chair +$1,200); 401(k) Committee $400; special meeting fees (all day $900; half-day $500).
Grant mechanics for 2024 director RSUs:
- Grant: 467 RSUs per nonemployee director on May 15, 2024 at $25.51; vests May 20, 2025; forfeitable upon service termination (except disability/death).
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity awards to directors are time-based RSUs (service vesting only), not tied to financial performance metrics.
| Director Performance Metrics | Applicable? | Details |
|---|---|---|
| Performance-linked cash bonus | No | Not part of director pay. |
| Performance-linked equity (PSUs) | No | Director RSUs are time-based, not performance-based. |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Ms. Parent in the proxy biography. |
| Committee roles at other public companies | None disclosed. |
| Private/non-profit boards | NVRH (corporator; former trustee/chair); St. Johnsbury Development Fund (corporator); prior roles at St. Johnsbury Chamber and Fairbanks Museum. |
| Potential interlocks/conflicts noted | None disclosed; proxy indicates ordinary-course director/officer loans are on market terms and immaterial in aggregate. |
Expertise & Qualifications
- Legal and governance: Chair of a regional law firm’s Business Law Group; Vermont and New Hampshire Bar memberships—adds transactional and governance expertise.
- Community and healthcare governance: Leadership at NVRH and regional non-profits provides stakeholder perspective.
- Bank-committee engagement: Service on Union Bank’s Executive Loan and Wealth Management Group Committees supports credit and fiduciary oversight exposure.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 584 shares; shared voting and investment power; less than 1% of class. |
| Unvested director RSUs from 2024 grant | 467 RSUs; granted 5/15/2024 at $25.51; vest 5/20/2025 (settled 1:1 in stock). |
| Shares outstanding (for context) | 4,538,598 shares as of record date 3/21/2025. |
| Pledging/hedging | No pledging disclosure specific to Ms. Parent; company does not prohibit hedging by directors or officers (policy-level disclosure). |
Governance Assessment
-
Strengths
- Independent director with legal and governance credentials; serves on bank-level Executive Loan and Wealth Management committees, indicating substantive engagement with credit and fiduciary matters.
- Board structure separates Chair and CEO, with independent Chair presiding over executive sessions; all incumbent directors met ≥90% attendance and attended the annual meeting—positive for board effectiveness.
- Director pay structure is modest and includes equity (RSUs), promoting some alignment; Ms. Parent’s 2024 compensation comprised $44,800 cash and $11,913 RSU value with a one-year vest.
-
Monitoring points / potential red flags
- Hedging not prohibited: The company discloses no policy prohibiting director/officer hedging—often viewed as a governance risk that can undermine alignment. Consider investor engagement to adopt anti-hedging/anti-pledging policies.
- Ownership alignment is relatively low in absolute terms (584 shares; <1% of class, naturally given UNB’s float); however, RSU grants add incremental ownership over time.
- Related-party exposure: Proxy reports ordinary-course loans to directors/officers totaling ~$127k at year-end 2024, on market terms; no person-specific transactions named—continue to monitor standard banking-related exposures.
-
Shareholder sentiment context
- Historical say-on-pay support was strong (97.5% approval in 2022), suggesting constructive investor relations and compensation governance; next say-on-pay and frequency vote held in 2025.
-
Committee context
- Ms. Parent is not on the Company Audit or Compensation Committees; her Company-level committee participation is via the all-independent Nominating & Corporate Governance Committee (met four times in 2024).
Overall implication: Ms. Parent brings legal and community governance expertise with active bank-committee engagement and solid attendance. Key governance enhancement would be adoption of explicit anti-hedging/anti-pledging policies to strengthen alignment signals to investors.