Nancy Putnam
About Nancy C. Putnam
Nancy C. Putnam, age 69, is an independent director of Union Bankshares, Inc. (UNB) since 2018 (Union Bank board since 2017). She is a retired CPA with 21 years of public accounting experience and prior community banking experience as a Vice President and Trust Officer, and currently serves as Chair of UNB’s Audit Committee and the Board-designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marckres Norder & Company, Inc. (accounting firm) | CPA | 21 years, ending 2017 | Public accounting experience directly supports audit oversight |
| Franklin Lamoille Bank | Vice President & Trust Officer | Not disclosed | Community bank experience; fiduciary and trust expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copley Hospital | Trustee; former Board Chair | Not disclosed | Served on executive, compensation, and finance committees; Board Chair for two years |
| Bryan Memorial Gallery | Treasurer | Current | Financial stewardship and community engagement |
| Cambridge Food Shelf | Treasurer | Current | Community service and oversight of finances |
| Town of Cambridge, VT | Finance Committee (past member) | Not disclosed | Municipal finance oversight |
| Smugglers’ Notch Adaptive Ski Program | Volunteer | Not disclosed | Community involvement |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Putnam is independent.
- Committee roles: Audit Committee Chair; designated audit committee financial expert; also serves on Union Bank’s Wealth Management Committee; represents the Audit Committee on the Company’s Disclosure Control Committee.
- Engagement and attendance: UNB Board held 10 regular meetings in 2024; all incumbent directors attended at least 90% of Board and committee meetings; Audit Committee met seven times in 2024.
- Board leadership: Independent Chair separate from CEO; independent-majority board.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Putnam) | $54,900 | Cash retainers and committee fees for Company and Bank boards |
| Company Board – Annual Retainer | $12,500 | Applies to nonemployee directors |
| Company Board – Audit Committee Annual Retainer | $4,000 | Committee member fee |
| Company Board – Audit Committee Chair Additional Retainer | $4,000 | Chair premium |
| Company Board – Compensation Committee Annual Retainer | $4,000 | If applicable |
| Company Board – Compensation Committee Chair Additional Retainer | $4,000 | If applicable |
| Company Board – Disclosure Control Committee Annual Retainer | $4,600 | Committee retainer |
| Bank Board – Annual Retainer | $26,000 | Union Bank board service |
| Bank Board – Other Committee Retainers (Loan, Wealth Mgmt., 401(k)) | $2,500 (Loan); $2,000 (Wealth Mgmt.); $400 (401(k)) | If applicable; Wealth Mgmt. Chair add’l $1,200 |
| Special Meeting Fees (Bank) | $900 (all day); $500 (half day) | As incurred |
2024 mix for Putnam was predominantly cash ($54,900 cash vs. $11,913 equity), indicating a largely fixed-fee structure for directors.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 Director RSUs (Putnam) | May 15, 2024 | 467 RSUs | $25.51/sh | $11,913 | Vests May 20, 2025; settled in stock; forfeiture if service ends before vest (except death/disability) |
- All nonemployee directors received the same 2024 equity award (467 RSUs calculated from $11,900 target value divided by grant-date price).
- Directors may defer cash fees via the 2020 Amended and Restated Executive Nonqualified Excess Plan; earnings are not above-market.
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed in UNB’s 2025 proxy (reviewed director biography). |
| Nonprofit/Community | See External Roles section | Various | Community healthcare, arts, and food security roles |
Expertise & Qualifications
- CPA; extensive public accounting tenure; designated “audit committee financial expert” by the Board.
- Prior community bank experience as VP & Trust Officer; expertise in fiduciary and wealth management aligns with Bank’s Wealth Management Committee.
- Community governance experience leading hospital executive, compensation, and finance committees; prior Board Chair.
Equity Ownership
| Metric | Amount |
|---|---|
| Total Beneficial Ownership | 3,740 shares |
| Ownership as % of Shares Outstanding | ≈0.08% (3,740 / 4,538,598) |
| Form of Ownership | Shared voting/investment power over 2,500 shares; sole voting/investment power over 1,240 shares via Nancy C. Putnam Revocable Trust (grantor and trustee) |
| Unvested Director RSUs Outstanding at 12/31/2024 | 467 RSUs (scheduled to vest 5/20/2025) |
Governance Assessment
-
Strengths
- Independent director with deep audit and banking background; serves as Audit Committee Chair and Board-designated audit committee financial expert, enhancing financial reporting oversight.
- Active engagement: Audit Committee met seven times; Board met 10 times; all incumbents achieved ≥90% attendance.
- No late Section 16 filings disclosed for directors generally; 2024 late filings pertained to certain officers, not directors.
- No related-party transactions identified involving Putnam; related-party loans across directors/executives totaled ~$127k at 12/31/2024, at market terms with no delinquencies.
-
Watch items / potential red flags
- Company has not adopted an anti-hedging policy for directors and officers; hedging transactions are not prohibited under policy (a governance weakness for alignment).
- Director equity is time-based RSUs vesting in ~1 year; limited performance linkage in director pay design (common market practice but less performance-sensitive).
-
Alignment and ownership
- Modest direct ownership (~0.08% by our calculation) with annual RSUs that increase equity exposure; majority of director pay is cash-based under current fee schedule.
-
Committee effectiveness
- Audit Committee charter updated in 2025; scope includes internal controls, auditor independence, and whistleblower procedures—indicative of robust oversight.
- Compensation Committee and Nominating & Corporate Governance Committee comprised of independent directors; standard charters and regular meeting cadence.
Notes and References
- Board size and election: Nine nominees up for one-year terms at 2025 meeting.
- Shares outstanding at record date (3/21/2025): 4,538,598.
- Director compensation framework governed by Director Compensation Policy; RSU award mechanics and vesting detailed.
- Board leadership is independent of management (separate Chair/CEO).