Vincent Schoenig
Executive Vice President, Senior Information Technology and Operations Officer at UNION BANKSHARES
Executive
About Vincent Schoenig
Vincent W. Schoenig, 60, serves as Executive Vice President and Senior Information Technology and Operations Officer of Union Bank (UNB’s banking subsidiary), overseeing information technology, digital banking and deposit operations, project/product management, and the call center; he joined Union Bank in 2021 and serves on the Company’s Disclosure Control Committee and the Bank’s Asset Liability Committee . He holds a B.S. in Electrical Engineering (Case Western Reserve), an M.S. in Management Information Systems (University of Virginia), and an MBA in Finance (College of William & Mary); prior to UNB he led IT strategy and transformation and served as Information Security Officer at Old Point National Bank (2015–2020) . Company performance context during his tenure: Pay-vs-Performance disclosure shows 2024 net income of $8.8m (vs. $12.6m in 2022) and a $100 TSR value of $113.63 in 2024 (vs. $84.58 in 2022), reflecting mixed earnings and a rebound in equity value since 2022 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ millions) | 12.6 | 11.3 | 8.8 |
| Value of $100 Investment (TSR) | 84.58 | 114.50 | 113.63 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Point National Bank | Senior technology leadership; Information Security Officer | 2015–2020 | Directed IT strategies and business transformation; led information security function |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vermont Bankers’ Association | Chair, Information Systems (committee) | n/a | External industry leadership role (dates not specified) |
Fixed Compensation
Note: UNB’s Named Executive Officer (NEO) tables exclude Mr. Schoenig; individual base salary and cash payouts for him are not itemized in the proxy.
- Program design reference (applies to executive officers, including non-NEOs): Short-Term Incentive Performance Plan (STIPP) targets are set annually; for 2024 the target opportunity was 30% of base salary for the CEO and 20% for other executive officers (including NEOs) with payouts based on bank-only performance vs. thresholds/targets/stretch levels . 2024 STIPP results for NEOs equated to a 107.77% weighted-average of target opportunity; metrics and weights below reflect the design framework in which executive officers participate .
- Risk/recoupment: The STIPP includes a recoupment provision and is designed to be risk-balanced; UNB states executive pay is heavily weighted to fixed salary to discourage excessive risk-taking .
Performance Compensation
Annual Cash (STIPP) – 2024 Design and Outcomes (Company framework used for executive officers)
| Performance Metric | Weight | Threshold (Funds 50%) | Target (Funds 100%) | Stretch (Funds 150%) | 2024 Actual | Payout Allocation |
|---|---|---|---|---|---|---|
| ROAA | 20% | 0.70 | 0.78 | 0.86 | 0.78 | 100% |
| Net Income (pre-credit loss; adjusted to exclude Aug 2024 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 | 20% | $880,991k | $987,767k | $1,086,554k | $1,086,544k | 150% |
| Discretionary Component | 10% | 90% | 100% | 110% | 100% | 100% |
| Loan Quality | 15% | 80.00% | 90.00% | 95.00% | 94.20% | 144.67% |
| Total Weighted Average | 100% | — | — | — | — | 107.77% |
- Participation: STIPP participants are designated annually; NEOs were included in 2024; targets for executive officers (non-CEO) were set at 20% of base salary .
Long-Term Equity (LTIP) – 2024 Grants and Vesting
- Plan: 2024 Equity Incentive Plan (approved May 2024) replaced the 2014 plan; RSUs are stock-settled and used for senior management and directors to align compensation with shareholder value .
- Award mix and targets (executive officers): Target equity incentive opportunity for 2024 was 20% of base salary for executive officers, split 50% TBRSUs and 50% PBRSUs (CEO at 25%); awards were approved Feb 7, 2024 and share counts set using the Feb 5, 2025 close ($32.70) .
- PBRSU performance metric: Relative 3-year ROAE vs. a peer group of New England banks/thrifts ($750m–$2.0b assets); threshold 85th percentile (50%), target 90th (100%), stretch 95th (150%); 2024 result: 98.55th percentile (max 150%) .
- Vesting schedule (executive officers): Both TBRSUs and PBRSUs vest one-third on 12/15/2025, 12/15/2026, and 12/15/2027 (subject to plan conditions) .
- Retention requirement: Executives must retain 25% of after-tax vested shares until termination/retirement (Committee may waive in hardship) .
2024 RSU Vesting Reference Point (NEOs)
- On 12/15/2024, NEOs had RSUs vest; shares acquired and value realized disclosed for NEOs (e.g., closing price $33.95 used for valuation) . This date cadence indicates likely insider tax-withholding transactions around mid-December in future years, relevant for monitoring potential selling pressure.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,551.838 shares directly owned at FY-end 2024 (per Form 5) |
| Transactions (2024) | DRIP acquisitions through 11/7/2024 (code J); tax withholding of 519.59 shares on 12/16/2024 at $33.95 for vest-related taxes (code F) |
| Section 16 compliance | One late Form 4 in 2024 for Mr. Schoenig (and certain other officers), each pertaining to relinquishment of shares for tax liability under the equity plan |
| Stock retention | Must hold 25% of after-tax vested shares until termination/retirement |
| Hedging | Company has not adopted a policy prohibiting hedging by directors/officers; insider trading policy and blackout windows apply |
| Pledging | No specific pledging prohibition disclosed in cited sections |
Implication: The 25% hold requirement supports long-term alignment; allowance for hedging (no policy prohibition) is a governance negative versus best practice. Annual December 15 vesting dates plus observed tax-withholding suggest recurring mid-December insider share dispositions for taxes, a timing window to monitor .
Employment Terms
- Change-in-control (CIC) agreements: The proxy details CIC agreements for NEOs (not specific to Mr. Schoenig), featuring a double-trigger structure (involuntary termination without cause or resignation for good reason within 12 months post-CIC for non-CEO NEOs) paying 100% of base salary plus 100% of bonus, continuation of medical/dental/vision/prescription for 12 months, 401(k) contributions consistent with prior year, outplacement, and equity governed by plan terms; no tax gross-ups; agreements auto-extend annually . Potential payments table (illustrative) is provided for NEOs (CEO multiple is 2x) .
- Non-compete/solicit: CIC agreements for NEOs include non-competition and non-solicitation covenants post-termination (duration not specified in the extract) .
- Note: Mr. Schoenig’s specific employment agreement/CIC terms are not disclosed; only NEOs’ agreements are detailed in the proxy .
Compensation Structure Analysis
- Cash vs. equity mix: Executive officers’ at-risk components include a 20% of salary STIPP target and 20% of salary LTIP target (50% TBRSUs/50% PBRSUs), indicating a moderate equity link with multi-year vesting that supports retention .
- Performance tightening/leniency: 2024 PBRSU used rigorous relative 3-year ROAE vs. regional peers with a high threshold (≥85th percentile), and STIPP had multiple financial levers; the Committee exercised discretion to exclude the August 2024 balance sheet repositioning from net income for incentive calculations .
- Clawback/recoupment: STIPP includes recoupment provisions; overall design emphasizes risk balance and fixed pay weighting to avoid excessive risk-taking .
- Shareholder feedback: Prior say-on-pay support was strong at 97.5% (2022), with the next say-on-pay and frequency votes at the 2025 meeting .
Performance & Track Record
- Role impact: As head of IT and Operations since 2021, responsibilities span digital banking, deposit operations, and enterprise project/product execution—core to efficiency and customer experience modernization .
- Company outcomes (context): Over 2022–2024, Net Income declined from $12.6m to $8.8m while TSR (value of $100) improved from $84.58 to $113.63, reflecting earnings pressure but equity recovery; incentives incorporated multiple performance measures and peer benchmarking .
Governance and Committees (Internal, non-Board)
- Internal committees: Disclosure Control Committee (Company) and Asset Liability Committee (Bank) membership .
- Director-focused governance items (board committees, attendance, independence, director compensation) are not applicable to Mr. Schoenig (he is not a director) .
Risk Indicators & Red Flags
- Hedging allowed: No hedging prohibition policy (governance negative relative to best practices) .
- Pledging: No explicit pledging prohibition disclosed in cited sections .
- Late Section 16 filing: One late Form 4 in 2024 for Mr. Schoenig (tax-withholding related), a minor compliance lapse .
- Option repricing/tax gross-ups: No stock options disclosed for executives in 2024/2025 excerpts; no tax gross-ups in NEO CIC agreements .
Compensation Committee Analysis (Context)
- Committee members: Dawn D. Bugbee (Chair), Joel S. Bourassa, Janet P. Spitler, Cornelius (Neil) J. Van Dyke; all independent per NASDAQ rules .
- Philosophy: Attract/retain talent, balance risk, use bank-only measures, and incorporate recoupment; say-on-pay support cited as affirmation of approach .
Equity Award Mechanics and Vesting Schedules (Key Dates to Monitor)
- 2024 TBRSU/PBRSU vesting cadence: 1/3 on Dec 15 of 2025/2026/2027 for executive officers .
- Historical vesting marker: 12/15/2024 for prior-year RSUs (NEOs), with tax-withholding F-code transactions on or about the vesting date (e.g., 12/16/2024) .
Investment Implications
- Alignment vs. liquidity pressure: RSU-heavy long-term incentives and a 25% after-tax hold requirement support alignment; however, allowance for hedging and lack of disclosed pledging prohibition weaken alignment optics; expect recurring December tax-withholding dispositions and potential discretionary sales around vest dates (Dec 15) .
- Retention: Three-year, ratable vesting on TBRSUs and PBRSUs, plus multi-factor STIPP, create staggered retention hooks; absence of disclosed individual CIC/severance terms for Mr. Schoenig introduces some information opacity versus NEOs but program design indicates standardization across executive officers .
- Performance sensitivity: Incentive plans tie to bank-only financials and relative ROAE performance vs. peer banks, aligning Mr. Schoenig’s operational execution (IT/digital/operations) with metrics affecting efficiency, growth, and returns—which were central to 2024 outcomes (loan growth maxed; efficiency ratio missed) .
- Shareholder signaling: Strong historical say-on-pay support (97.5% in 2022) likely reduces near-term governance overhang; nevertheless, investors may engage on hedging policy modernization and explicit pledging restrictions to strengthen alignment .
Key monitoring items: (1) Insider activity around Dec 15 vesting dates; (2) Efficiency ratio improvement initiatives that tie to Mr. Schoenig’s remit; (3) Any updates to insider hedging/pledging policies; (4) Inclusion/terms of CIC or severance protections for non-NEO executive officers in future filings .