Stephen Kendall
About Stephen Kendall
Stephen H. Kendall (age 62) is Executive Vice President and Senior Residential and Consumer Loan Officer at Union Bank, responsible for the Bank’s residential and consumer lending activities across originations, operations, underwriting, processing, secondary market, servicing, quality control, collections and workout; he joined Union Bank in 2002, was appointed Senior Vice President and Senior Residential and Consumer Loan Officer in 2012, and promoted to Executive Vice President in 2019 . He serves on the Company’s Disclosure Control Committee and the Bank’s Executive Loan Committee and Asset Liability Committee; his education includes an AS in Business Administration/Hotel-Motel-Restaurant Management (Champlain College), BS in Accounting (Franklin Pierce University), Stonier Graduate School of Banking, and a Wharton Leadership Certificate . For context on performance, Union Bankshares’ pay-versus-performance table shows company TSR and net income trends in 2022–2024, and incentive plans tied to ROAE percentile and bank-level operating metrics underpinned his compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Union Bank | Branch Manager; Retail Loan Manager | 2002–2012 | Built retail lending and branch leadership capabilities supporting growth |
| Union Bank | Senior VP, Senior Residential & Consumer Loan Officer | 2012–2019 | Led end-to-end residential/consumer lending operations and policy |
| Union Bank | Executive VP, Senior Residential & Consumer Loan Officer | 2019–present | Executive leadership over lending activities, servicing quality, collections/workout, and committee governance (Disclosure Control, Executive Loan, ALCO) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vermont Bankers Association Executive Council | First Vice Chair | Current | Statewide banking leadership and policy influence |
| Vermont Mortgage Bankers Association | Past President | Prior years (not specified) | Industry standards and mortgage banking advocacy |
| Vermont Bankers Association Mortgage Committee | Past Chair | Prior years (not specified) | Mortgage strategy and regulatory engagement |
| Town of Shelburne, VT | Planning Commission Chair | Current | Local development oversight affecting regional housing markets |
| Town of Shelburne, VT | Community & Economic Development Committee Member | Current | Community economic development input |
Fixed Compensation
- Base salary and individual cash compensation amounts for Stephen Kendall are not disclosed; Union’s Compensation Committee emphasizes a compensation mix “heavily weighted to fixed salary” to avoid excessive risk-taking .
Performance Compensation
- Short-Term Incentive Performance Plan (STIPP): Participants designated annually; for 2024, NEO awards were tied to bank-only metrics with linear payouts from 50% (threshold) to 150% (stretch). Stephen Kendall’s specific STIPP outcome is not disclosed, but the structure and 2024 actuals are below for plan context .
| Metric | Weight | Threshold (Funds 50% of target) | Target (Funds 100% of target) | Stretch (Funds 150% of target) | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| ROAA | 20% | 0.70 | 0.78 | 0.86 | 0.78 | 100% |
| Net Income (pre-credit loss) | 25% | $10,166k | $11,295k | $12,425k | $11,392k (adjusted for balance sheet repositioning) | 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 (Net charge-offs / Total loans vs peer) | 15% | 80.00% | 90.00% | 95.00% | 94.20% | 144.67% |
| Total Weighted Avg Payout | — | — | — | — | — | 107.77% |
- Long-Term Incentive Plan (LTIP): RSUs only; awards for senior officers utilize TBRSUs and PBRSUs, with vesting one-third on 12/15/2025, 12/15/2026, and 12/15/2027; Kendall’s participation is as an executive officer, but specific RSU share counts for him are not disclosed .
- PBRSU Performance Metric (shared framework for senior officers): Three-year ROAE percentile vs New England bank/thrift peers ($750m–$2.0b assets); 2024 actual performance achieved the 98.55th percentile, funding 150% of target PBRSUs .
| Metric | Threshold (50%) | Target (100%) | Stretch (150%) | 2024 Actual | Payout |
|---|---|---|---|---|---|
| Relative Three-Year ROAE Percentile vs Peer Group | 85th | 90th | 95th | 98.55th | 150% |
Equity Ownership & Alignment
- Stock Retention: Executives must retain 25% of after-tax vested LTIP shares until termination or retirement; the Compensation Committee may waive in hardship .
- Hedging/Hedging Policy: The Company has not adopted policies prohibiting hedging; insider trading guidelines apply and short sales are prohibited under Section 16(c) .
- Insider Trading Controls: Trading is prohibited during blackout periods; pre-clearance encouraged, and the Company states it does not time material information around grants .
- Beneficial Ownership: Kendall’s specific share ownership (vested/unvested) and pledged shares are not disclosed in the proxy’s management ownership table (table covers directors and NEOs) .
Employment Terms
| Policy/Agreement | Provision | Applicability | Citation |
|---|---|---|---|
| Stock Retention Requirement | Hold 25% of after-tax vested LTIP shares until termination/retirement; hardship waiver possible | Executives (incl. Kendall) | |
| STIPP Recoupment (Clawback) | Recoupment provision to discourage inappropriate risk-taking leading to improper financial reporting | STIPP participants | |
| Insider Trading/Blackouts | Trading prohibited during blackout periods; pre-clearance encouraged | Directors, officers | |
| Hedging | No company-wide prohibition adopted | Directors, officers, employees | |
| Change-in-Control Agreements | Lump sum multiples (CEO 2x salary+bonus; other NEOs 1x), benefits continuation, outplacement; accelerated vesting discretionary under LTIP | Disclosed for NEOs only; no Kendall-specific agreement disclosed |
Risk Indicators & Insider Activity
- Late Form 4 filings in 2024: The Company cites one late Form 4 for Stephen Kendall and several officers, each pertaining to relinquishment of shares for tax liability under the 2014 Equity Incentive Plan; this indicates administrative timing issues rather than discretionary selling, but it can create periodic selling pressure around vesting/tax events .
Company Performance Context (for Pay-for-Performance and alignment)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100 initial investment) | 84.58 | 114.50 | 113.63 |
| Net Income ($ millions) | $12.6 | $11.3 | $8.8 |
Investment Implications
- Alignment: Kendall’s incentive framework emphasizes bank-wide outcomes (ROAE percentile PBRSUs, STIPP metrics like ROAA, net income, efficiency, loan growth, and loan quality), structurally aligning executive rewards with profitability, efficiency, and prudent credit quality; 2024 performance funded PBRSUs at stretch and STIPP at 107.77% of target, supporting pay-for-performance alignment .
- Retention and Selling Pressure: Multi-year RSU vesting (Dec 15, 2025/2026/2027) plus the 25% post-vesting share retention requirement promote retention; periodic tax withholding on vesting (noted via late Form 4 administration) can create modest selling pressure around vest dates .
- Governance and Risk: The absence of a formal hedging prohibition (insider trading guidelines apply) is a potential alignment risk; however, STIPP includes recoupment and the bank-wide metrics reduce individual business line risk-taking, with incentives balanced across growth, profitability, and credit quality .
- Data gaps for precision underwriting Kendall-specific risk: Base salary, bonus outcomes, individual RSU grants, and any Kendall-specific CIC terms are not disclosed, limiting granular benchmarking; nonetheless, his long tenure, committee roles, and leadership over residential/consumer lending suggest continuity, while company-level TSR/net income context and ROAE percentile-based equity funding indicate performance-linked incentives .