Timothy Sargent
About Timothy Sargent
Timothy W. Sargent, age 49, has served on Union Bankshares, Inc.’s Board since 2011 and as Board Vice Chairman since 2019; he is principal attorney at Sargent Law Office, PLLC (Vermont Law School J.D.; Bates College B.S.). He also signed the 2025 proxy as Corporate Secretary, reflecting a governance role alongside his independent directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morrisville Water & Light Department | Trustee | More than 8 years | Local utility oversight |
| Morrisville Rotary Club | Member; President (prior) | Not disclosed | Community leadership |
| Morrisville Food Cooperative | Board of Directors | Not disclosed | Start-up governance |
| Ron Terrill Scholarship Fund | Board member | Current | Scholarships for local students |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sargent Law Office, PLLC | Principal Attorney | 20+ years | Legal practice in Morrisville, VT |
| Community Organizations (Rotary, Co-op, Scholarship Fund) | Director/Officer | Various | Active local engagement |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined all incumbent directors except the CEO (Silverman) are independent under NASDAQ rules; Sargent is independent |
| Board Leadership | Separate Chair (Neil Van Dyke) and CEO; Chair presides over executive sessions; structure supports independent oversight |
| Committees | Audit Committee member (with Nancy Putnam, Greg Sargent, Janet Spitler); Nominating & Corporate Governance Committee comprises all independent directors (Sargent included) |
| Attendance | In 2024, Board held 10 regular meetings; all incumbent directors attended at least 90% of aggregate board and committee meetings |
| Audit Committee Activity | Audit Committee met 7 times in 2024; Putnam designated audit committee financial expert |
Fixed Compensation
| Component | 2024 Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $47,742 | |
| Stock Awards (RSUs grant-date fair value) | $11,913 | |
| Total | $59,655 |
Director fee schedule for 2024 (context for mix; amounts apply per role/committee):
| Fee Item | Company | Bank | Notes |
|---|---|---|---|
| Annual Retainer | $12,500 | $26,000 | All directors |
| Board Chair Additional | $5,700 | $5,700 | Chair only |
| Vice Chair Additional | $1,200 | $1,200 | Vice Chair (Sargent) |
| Audit Committee Retainer | $4,000 | — | Member |
| Audit Committee Chair Add’l | $4,000 | — | Chair only |
| Compensation Committee Retainer | $4,000 | — | Member |
| Compensation Committee Chair Add’l | $4,000 | — | Chair only |
| Disclosure Control Committee Retainer | $4,600 | — | Company committee |
| Loan Committee Retainer | — | $2,500 | Bank committee |
| Wealth Mgmt Committee Retainer | — | $2,000 | Bank committee |
| Wealth Mgmt Committee Chair Add’l | — | $1,200 | Bank committee chair |
| 401(k) Committee Retainer | — | $400 | Bank committee |
| Special Meetings (All Day / Half Day) | — | $900 / $500 | Bank |
| Equity Compensation (Directors) | $11,900 | — | RSUs (467 units); time-based vesting |
Performance Compensation
| Equity Grant to Nonemployee Directors | Grant Date | RSUs (shares) | Grant-Date Price | Grant-Date Fair Value | Vest Date |
|---|---|---|---|---|---|
| Annual Director RSU Award | 2024-05-15 | 467 | $25.51 | $11,900 (rounded to $11,913 accounting) | 2025-05-20 |
- Structure: Director RSUs are time-based; forfeiture applies if Board service terminates pre-vest (except disability/death). No options or performance-linked metrics disclosed for directors .
- Deferred Compensation: Directors eligible to participate in the 2020 Executive Nonqualified Excess Plan for fee deferrals; earnings not above-market .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in biography/profile |
| Private/non-profit boards | Local/regional organizations noted above (Water & Light; Rotary; Co-op; Scholarship Fund) |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Legal expertise (Vermont Law School; principal attorney) offering governance, regulatory and contractual insight for a community bank .
- Local market knowledge and community leadership, aligning with the bank’s community banking model .
- Audit Committee service indicates baseline financial literacy; overall board requires ability to read/understand financial statements .
Equity Ownership
| Date/Source | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| 2025-03-21 (record date; Proxy) | 3,145 | 0.07% (3,145 / 4,538,598) | Sole/shared power as disclosed; “less than 1%” denoted in table |
| 2025-05-21 (post Form 4 award) | 4,064 | 0.09% (4,064 / 4,538,598) | Reflects RSU award “A-Award” filing; see SEC link below |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-05-23 | 2025-05-21 | A (Award) | 452 | 4,064 | https://www.sec.gov/Archives/edgar/data/706863/000070686325000083/0000706863-25-000083-index.htm |
| 2024-05-16 | 2024-05-15 | A (Award) | 467 | 3,612 | https://www.sec.gov/Archives/edgar/data/706863/000070686324000052/0000706863-24-000052-index.htm |
Governance Assessment
-
Positives:
- Independent director with long tenure (since 2011) and Vice Chair role supports continuity and local stewardship; Board separates Chair and CEO roles, enhancing oversight .
- Active Audit Committee member; Board states all members meet independence and literacy; audit committee financial expert designated (Putnam) .
- Strong attendance (≥90% across board/committee meetings in 2024) and ongoing local engagement signal commitment and accessibility .
- Director pay mix includes equity via RSUs, modest in scale, promoting some alignment without excessive risk; availability of deferral plan supports long-term orientation .
-
Watch items / potential red flags:
- Two “Sargent” directors serve concurrently, including both on the Audit Committee (Gregory D. Sargent and Timothy W. Sargent); while independence is affirmed, family or affiliation perceptions may warrant continued transparency and robust recusal practices on related topics .
- Company states it has not adopted prohibitions on hedging by directors/officers; best practice typically discourages hedging for alignment—policy reliance is primarily on insider trading guidelines and blackout periods .
- Related-party lending exists to directors/executives/families in the ordinary course (approx. $127k outstanding at 12/31/2024), though disclosed as market terms and performing; continued monitoring advisable for any changes in scale/terms .
- Concentrated holders include Sargent-related trusts and a >10% shareholder (Richard C. Sargent); while beneficial ownership details and disclaimers are provided, investor perception of influence warrants heightened board independence vigilance .
-
Shareholder feedback context:
- Prior say-on-pay approval was strong (97.5% in 2022); Compensation Committee uses independent consultant (McLagan) and bank-specific benchmarking—indirectly positive governance signals for overall compensation oversight .
Notes on Potential Conflicts or Related-Party Exposure
- Legal practice: Sargent is an active attorney and Board Vice Chairman; no disclosed business transactions between the Company and his firm; continue to monitor 8-Ks and proxies for any future related-party matters .
- Loans: Director/officer-related loans are disclosed and stated as arm’s-length, on substantially similar terms to unaffiliated customers; aggregate was ~$127k at YE 2024, with no nonperforming or restructured loans .
Director Compensation Structure Observations
- Year-over-year mix: 2024 director compensation combines cash retainers/committee fees plus a fixed-dollar RSU grant ($11,900 target converted to shares and rounded up), vesting within ~1-year window; no options; no performance-based director equity .
- Ownership alignment: RSU grants and ongoing Form 4 equity awards increased Sargent’s holdings in 2024–2025; no pledging disclosures identified; hedging is not explicitly prohibited by policy .
Summary Signal to Investors
- Sargent’s independent status, governance engagement (Audit Committee), and consistent attendance are positives.
- Watch policy gaps (hedging not prohibited), perceived familial concentration, and ordinary-course lending to insiders—none currently flagged as impaired or non-arm’s-length but merit monitoring for investor confidence .
All facts and figures above are sourced from Union Bankshares, Inc. DEF 14A filed April 10, 2025 and the SEC Form 4 links provided.