Patricia Hogan
About Patricia Hogan
Patricia (Tricia) Hogan is Executive Vice President and Senior Risk Officer of Union Bank (UNB’s bank subsidiary), overseeing enterprise risk, physical and information security, compliance, and internal audit; she chairs the Bank’s Compliance and Security Committees and serves on the Company’s Disclosure Control Committee and the Bank’s Asset Liability Committee (age 62) . She joined Union Bank in 1992 to develop the loan review program and previously served as a bank examiner for the Vermont Department of Financial Regulation; she holds a B.A. in Economics (UMass) and completed the Stonier Graduate School of Banking and Wharton Leadership Program in 2022 . Company-level performance context during the latest disclosures: the long‑term incentive plan’s (LTIP) performance metric (3‑yr ROAE vs New England peers) reached the 98.55th percentile for 2024 (driving max performance RSU payout), while pay‑versus‑performance shows 2024 net income of $8.8m and cumulative TSR index of 113.63 (base=100 at 12/31/2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Union Bank | Developed loan review program; expanded responsibilities to internal audit, security, and compliance | 1992–2015 | Built foundational loan review and risk oversight capabilities |
| Union Bank | Senior Vice President | 2015–2019 | Expanded leadership in risk, compliance, security, and audit |
| Union Bank | EVP, Senior Risk Officer | 2019–Present | Enterprise risk leadership; chairs Compliance and Security Committees; DCC/ALCO member |
| Vermont Department of Financial Regulation | Bank Examiner | Pre‑1992 | Regulatory perspective and examination expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vermont Bankers’ Association | Chair, Compliance Committee | Current | Shapes industry compliance standards in Vermont |
| Town of Cambridge, VT | Chair, Finance Committee | Current | Oversees municipal financial governance |
| Cambridge Area Rotary Club | Charter Member | Current | Community leadership and engagement |
| Cambridge Regional Health Center | Treasurer | Current | Financial stewardship for local health services |
Fixed Compensation
- Individual base salary, target bonus, and cash compensation for Ms. Hogan are not disclosed; UNB’s proxy only provides detailed compensation for Named Executive Officers (NEOs: CEO, CFO/COO, and EVP-Senior Commercial Lender) .
Performance Compensation
- UNB uses two incentive programs for executives: an annual cash Short‑Term Incentive Performance Plan (STIPP) and a long‑term equity plan with time‑based RSUs (TBRSUs) and performance‑based RSUs (PBRSUs); specific NEO awards are disclosed, while plan design parameters apply to designated senior officers .
2024 STIPP (applies to designated officers; NEO results shown for structure)
| Performance Measure | Weight | Threshold | Target | Stretch | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| ROAA | 20% | 0.70 | 0.78 | 0.86 | 0.78 | 100% |
| Net Income (pre‑credit loss; excluding Aug’24 balance sheet repositioning) | 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 (EOP balances) | 20% | $880,991k | $987,767k | $1,086,554k | $1,086,544k | 150% |
| Discretionary Component | 10% | 90% | 100% | 110% | 100% | 100% |
| Loan Quality (relative) | 15% | 80.00% | 90.00% | 95.00% | 94.20% | 144.67% |
| Total Weighted Payout | — | — | — | — | — | 107.77% |
Notes: STIPP covers Union Bank performance; eligibility is designated annually. In 2024, UNB’s Compensation Committee/Board exercised discretion to exclude the income statement impact of an August 2024 balance sheet repositioning viewed as beneficial for future earnings .
2024 LTIP (RSUs) – Design and Results
- Target equity opportunity (expressed as % of base salary) in 2024: CEO 25%; Union Bank’s five executive officers 20% (split 50% TBRSU, 50% PBRSU); vesting one‑third on Dec 15, 2025/2026/2027; PBRSUs granted based on 2024 performance .
- PBRSU performance metric: relative 3‑year average ROAE vs New England bank/thrift peers ($750m–$2.0b assets); thresholds: 85th (50%), 90th (100%), 95th (150%) .
- 2024 actual: 98.55th percentile → PBRSUs at 150% of target for NEOs; same plan mechanics apply to designated officers .
| LTIP Component | 2024 Design | Vesting | 2024 Actual Result |
|---|---|---|---|
| TBRSUs | 10% of base (for executive officers); time‑based | 1/3 on 12/15/25, 12/15/26, 12/15/27 | Granted per role |
| PBRSUs | 10% target (0–15% at payout for executive officers); perf: relative 3‑yr ROAE | 1/3 on 12/15/25, 12/15/26, 12/15/27 | 98.55th percentile → 150% payout scaling |
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Stock ownership/retention | Executives must retain 25% of after‑tax shares from vested RSUs until termination/retirement; hardship waivers possible at Committee discretion . |
| Insider trading controls | Directors/officers subject to pre‑set blackout periods and are strongly encouraged to pre‑clear trades with the Compliance Officer; no trades while in possession of MNPI . |
| Hedging/pledging | Company has not adopted formal prohibitions on hedging; insider trading guidelines highlight legal prohibitions on short sales and “sales against the box” under Section 16(c) . |
| Section 16 reporting | Company identified one late Form 4 for Patricia Hogan in 2024, related to share withholding for taxes under the equity plan (not an open‑market sale) . |
Employment Terms
- Change‑in‑Control (CIC) agreements are disclosed for NEOs (CEO/CFO/EVP–Commercial) with double‑multiple severance (NEOs: 1x salary + 1x bonus; CEO: 2x), benefits continuation (NEOs: 12 months; CEO: 24 months), outplacement, and no tax gross‑ups; equity treatment under plan terms; Ms. Hogan’s individual CIC terms are not disclosed in the proxy .
- 2024 Equity Plan CIC treatment: if awards are not assumed in a CIC, stock options become exercisable, time‑based vesting lapses, and performance‑based awards vest based on target/actual pro‑rated; if assumed, terms are set by the Committee; Section 409A compliance preserved .
- Non‑compete/non‑solicit/confidentiality covenants apply in NEO CIC agreements; execution of a release is required for severance; again, Ms. Hogan’s specific agreement is not disclosed .
Performance & Track Record (Company context)
| Year | TSR Index (Start=100 at 12/31/2021) | Net Income ($m) |
|---|---|---|
| 2022 | 84.58 | 12.6 |
| 2023 | 114.50 | 11.3 |
| 2024 | 113.63 | 8.8 |
LTIP performance metric (relative 3‑yr ROAE) achieved the 100th percentile in 2023 and 98.55th percentile in 2024, indicating strong peer-relative profitability during those measurement windows, which translated into maximum performance RSU outcomes for NEOs under the plan mechanics .
Compensation Structure Analysis
- Increased reliance on formulaic performance: Executives’ LTIP includes PBRSUs tied to a stringent relative 3‑year ROAE metric versus a defined New England peer set, with maximum payout only at ≥95th percentile (+150% scale), aligning equity with sustained profitability .
- Discretionary adjustments and risk: The Compensation Committee exercised discretion in STIPP to exclude the 2024 balance sheet repositioning loss, and in 2023 waived the plan activation trigger when rates shifted adversely; while justified as long‑term oriented and outside management’s control, these adjustments can dilute pay‑for‑performance purity if used frequently .
- Ownership alignment: A 25% post‑tax RSU share retention requirement enhances long‑term alignment and reduces near‑term selling pressure; conversely, the absence of a formal hedging prohibition is a governance gap versus best practice .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval was 97.5% in 2022, indicating strong investor support for the program; the next say‑on‑pay and say‑on‑frequency votes occur in 2025 per the company’s schedule .
Investment Implications
- Incentive alignment: The heavy weight on relative 3‑yr ROAE in the LTIP and the 25% RSU retention rule support long‑term alignment and could limit opportunistic selling; however, the lack of a formal hedging prohibition is a minor governance risk to alignment .
- Retention risk: Hogan’s individual CIC/severance terms are not disclosed (non‑NEO), creating some opacity on retention economics; NEOs have standard double‑trigger CIC protections with no tax gross‑ups, suggesting a disciplined approach that may extend to other executives but cannot be assumed without disclosure .
- Near‑term selling pressure: No open‑market sales are indicated for Hogan; the single late Form 4 relates to tax withholding from equity vesting rather than discretionary sales, implying low selling pressure signal from her transactions .
- Execution focus: As Senior Risk Officer, Hogan’s remit (enterprise risk, security, compliance, internal audit) is central to regulatory soundness; company‑level metrics used in incentives (ROAA, efficiency, loan quality vs peers) and strong relative ROAE outcomes underscore disciplined performance frameworks that intersect with her domain .