SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMUNITY BANCORP.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
April, 2001
Dear Shareholder:
I am pleased to enclose herewith the notice of our annual meeting and
accompanying proxy statement, along with our annual report and special
commemorative booklet, "The First 150 Years."
Our annual meeting will be held on May 8, 2001, beginning at 5:30 p.m. at
the Haskell Opera House in Derby Line. Dinner will be served immediately
following the meeting at the Derby Elementary School on Elm Street in Derby
Line.
The school has not only agreed to host our shareholders' dinner, but also
to provide bus transportation to and from the meeting. Furthermore, the
school children will be preparing special historical exhibits in honor of
our sesquicentennial celebration.
We hope you will want to take advantage of these opportunities, and you
will find attached the schedule of events for the evening.
For those of you who may be coming from out of town, take exit 29 off the
interstate, turn left onto Caswell Avenue (which will take you right past
the Opera House), turn left again on Main Street, and then take your second
right onto Elm Street. The school is about one half mile on your left.
Please execute and return the enclosed proxy and dinner reservation cards.
We look forward to seeing many of our shareholders at this very special
occasion.
Sincerely,
COMMUNITY BANCORP.
/s/ Richard C. White
Richard C. White
President & CEO
--------------------
Community Bancorp. Annual Meeting
May 8, 2001
Schedule of events
--------------------
4:30 Parking at Derby Elementary School
Student exhibits open in lobby
5:00 Bus transportation to the Haskell Opera House
5:30 150th Anniversary "Parade of Presidents" and
Musical medley
6:00 Annual business meeting
6:45 Bus transportation to Derby Elementary
Student exhibits reopen
7:00 Dinner
7:45 Student entertainment
8:00 Adjourn
COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 8, 2001
The Annual Meeting of Shareholders of Community Bancorp. will be held
at the Haskell Opera House, Derby Line, Vermont, on Tuesday, May 8, 2001,
at 5:30 p.m., for the following purposes:
1. To elect four directors to serve until the Annual Meeting of
Shareholders in 2004;
2. To ratify the selection of the independent public accounting
firm of A.M. Peisch & Company as the Company's external auditor
for the fiscal year ending December 31, 2001; and
3. To transact such other business as may properly be brought
before the meeting.
The close of business on March 13, 2001, has been fixed as the record
date for determining shareholders entitled to notice of, and to vote at,
the Annual Meeting.
By Order of the Board of Directors,
/s/ Chris Bumps
CHRIS BUMPS
Corporate Secretary
Derby, Vermont
April 5, 2001
YOUR PROXY IS ENCLOSED. PLEASE FILL IN, DATE, SIGN AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE WHETHER OR NOT YOU
PLAN TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING. IT IS IMPORTANT THAT YOU RETURN YOUR COMPLETED PROXY
PROMPTLY.
COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 8, 2001
This proxy statement is furnished in connection with the solicitation
of proxies by or on behalf of the Board of Directors of Community Bancorp.
(the "Company") for use at the Annual Meeting of Shareholders to be held on
Tuesday, May 8, 2001, at 5:30 p.m. at the Haskell Opera House in Derby
Line, Vermont or at any adjournment or adjournments thereof. The proxy
statement and accompanying proxy card are first being sent to shareholders
on or about April 5, 2001.
Proxy cards duly executed and returned by a shareholder will be voted
as directed on the card. If no choice is specified, the proxy will be voted
(1) FOR the election of the four nominees set forth in the proxy; and (2)
FOR ratification of the selection of A.M. Peisch & Company as the Company's
external auditor for 2001. If other matters are voted upon, persons named
in the proxy and acting thereunder will vote in accordance with the
recommendations of management pursuant to the discretionary authority
conferred in the proxy. Any proxy may be revoked by written notice to the
Corporate Secretary of the Company before it is voted.
Only holders of record of the Company's shares of common stock
outstanding as of the close of business on March 13, 2001, the record date
for the meeting, will be entitled to notice of and to vote at the meeting.
As of the record date, there were 3,539,615 shares of the Company's common
stock issued and outstanding. Each share is entitled to one vote on all
matters presented to the shareholders for vote.
In order to constitute a quorum, shares of common stock representing
a majority of the total voting power of such shares must be present in
person or represented by proxy at the annual meeting. In accordance with
Vermont law, the Company intends to count as present for purposes of
determining the presence or absence of a quorum, shares present in person
but not voting and shares for which it has received proxies but with
respect to which holders thereof have withheld voting authority or
abstained from voting. Furthermore, shares represented by proxies returned
by a broker holding such shares in nominee or "street" name will be counted
for purposes of determining whether a quorum exists, even if such shares
are not voted on matters where discretionary voting by the broker is not
allowed ("broker non-votes").
Directors will be elected by a plurality of the votes cast. Withheld
votes and broker non-votes, if any, are not treated as votes cast and,
therefore, will have no effect on the proposal to elect directors. Approval
of the proposal to ratify the Company's independent accountants, as well as
approval of any other matter that may be brought before the meeting, would
require that more votes are cast in favor, than are cast against the
matter. Abstentions from voting and broker non-votes, if any, are not
treated as votes cast and therefore, would have no effect on the vote to
ratify the Company's independent accountants or to approve any such other
matter.
All expenses of this solicitation will be paid by the Company. This
solicitation of proxies by mail may be followed by a solicitation either in
person, or by letter or telephone by officers of the Company or by officers
or employees of its wholly-owned subsidiary, Community National Bank
(sometimes referred to in this proxy statement as the "Bank"). The Company
has requested banks, brokers and other similar agents or fiduciaries to
forward proxy materials to beneficial owners of stock and, if requested,
will reimburse them for their costs.
SHARE OWNERSHIP INFORMATION
The following table shows the amount of common stock beneficially
owned by all directors, nominees for director and executive officers of the
Company as a group.
Amount & Nature of Beneficial
Ownership of Common Stock
----------------------------------------------
Sole Voting Shared Voting
& Investment & Investment Percent of
Power Power Class(1)
----------------------------------------------
All Directors, Nominees & Executive
Officers as a Group (12 in number)(2) 361,974 63,009 12.01%
<FN>
- -------------------
<F1> Shareholdings are as of March 13, 2001, except for shares held
through the Company's Retirement Savings Plan, which are as of
December 31, 2000, the date of the most recent Plan report, and for
shares held in an IRA account, which are as of February 23, 2001.
<F2> Share information for the group includes 53,829 shares held
indirectly by three of the members of the group by virtue of their
investment in the Community Bancorp. stock fund under the Company's
Retirement Savings and Money Purchase Plans.
</FN>
In addition, as of March 13, 2001, 231,394 shares (6.54% of the
Company's issued and outstanding common stock) were held in fiduciary
capacity by the trust department of Community National Bank. It is the
Bank's practice not to vote such shares unless instructions are received
from the beneficial owner.
Except as set forth above, the Company is not aware of any
individual, group, corporation or other entity owning beneficially more
than 5% of the Company's outstanding common stock. The Company has no other
authorized class of stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (SEC) and to
furnish the Company with copies of all such reports. The Company has
reviewed the copies of the Section 16 reports filed by the directors and
officers, or written representations from them that no Forms 5 were
required to be filed for 2000. Based solely on such review, the Company
believes that all Section 16 filing requirements applicable to its officers
and directors for 2000 were complied with, except in one instance. In the
course of re-titling shares held by Director Duckless and his spouse for
estate planning purposes, fractional shares were redeemed which should have
been reported at that time. The fractional share redemptions were reported
on Mr. Duckless' Form 5 Report for the year ended December 31, 2000.
ARTICLE 1
ELECTION OF DIRECTORS
The Articles of Association and the By-laws of the Company provide
for a Board of no fewer than nine and no more than twenty-five directors,
to be divided into three classes, as nearly equal in number as possible,
each class serving for a period of three years. The Board of Directors
presently consists of 10 members and the Board has voted to maintain the
number of directors at 10 for the ensuing year. The directors in the class
whose term will expire at the 2001 Annual Meeting of Shareholders are
Michael H. Dunn, Marcel M. Locke, Stephen P. Marsh and Dale Wells.
Unless authority is withheld, proxies solicited hereby will be voted
in favor of the four nominees, to hold office until the 2004 Annual Meeting
of Shareholders or until their successors are elected and qualify. If for
any reason not now known by the Company, any of such nominees should not be
able to serve, proxies will be voted for a substitute nominee or nominees
designated by the Board of Directors, or to fix the number of directors at
fewer than ten, as the directors in their discretion may deem advisable.
The following table sets forth certain information concerning each of
the incumbent directors and other nominees:
Community Bancorp.
Director of Common Stock
Community Beneficially Owned
Principal Bancorp. and Percent of
Name and Age Employment Since (1) Class (2)
- -------------------------------------------------------------------------------------------------
Nominees to serve (if elected) until 2004 Annual Meeting:
Michael H. Dunn Book Dealer 1998 67,880 (3) 1.92%
Age 59 Derby, VT
Marcel M. Locke Proprietor, Parkview Garage 1986 8,712 (4) .25%
Age 62 Orleans, VT
Stephen P. Marsh Vice President, Treasurer and Director, 1998 45,419 (5) 1.28%
Age 53 Community Bancorp.;
Executive Vice President, Chief
Financial Officer and Director,
Community National Bank
Derby, VT
Dale Wells President, 1996 4,928 .14%
Age 55 Dale Wells Building Contractor, Inc.
St. Johnsbury, VT
Incumbent Directors to serve until 2003 Annual Meeting:
Elwood Duckless Past President, 1987 125,263 (6) 3.54%
Age 60 Newport Electric Co.
Newport, VT
Rosemary M. Lalime Principal Broker and Owner 1985 45,540 (7) 1.29%
Age 54 All Seasons Realty
Newport, VT
Anne T. Moore Principal Real Estate Broker 1993 40,314 (8) 1.14%
Age 57 Taylor Moore Agency Inc.
Derby, VT
(insurance and real estate)
Incumbent Directors to serve until 2002 Annual Meeting:
Thomas E. Adams Owner, NPC Realty, Inc. 1986 23,961 (9) .68%
Age 54 Holland, VT
Jacques R. Couture Dairy Farmer/Maple Producer 1992 3,713 (10) .10%
Age 50 Westfield, VT
Richard C. White President, Chief Executive Officer 1983 65,681 (11) 1.86%
Age 55 and Director, Community Bancorp.
and Community National Bank
Derby, VT
<FN>
- -------------------
<F1> Each nominee and incumbent director is also a director of Community
National Bank. The dates indicated in the table reflect only service
on the Board of Directors of the Company and not Community National
Bank.
<F2> Except as otherwise indicated in the footnotes to the table, the
named individuals possess sole voting and investment power over the
shares listed. Shareholdings are as of March 13, 2001, except for (i)
shares held by Messrs. Marsh and White indirectly through
participation in the Community Bancorp. stock fund under the
Company's Retirement Savings and Money Purchase Plans, which are as
of December 31, 2000, the date of the most recent Plan report; and
(ii) shares held in Mr. White's IRA, which are as of February 23,
2001.
<F3> Includes 7,880 shares held by a Company of which Mr. Dunn is
President and over which he has sole voting power.
<F4> Includes 3,856 shares held by Mr. Locke jointly with his wife, as to
which voting and investment power is shared.
<F5> Includes (i) 29,378 shares held by Mr. Marsh jointly with his wife,
as to which voting and investment power is shared; and (ii) 15,201
shares indirectly owned by Mr. Marsh by virtue of his participation
in the Community Bancorp. stock fund under the Company's Retirement
Savings Plan.
<F6> Includes 21,313 shares held in trust for the benefit of Mrs.
Duckless. Mr. Duckless has shared voting and investment power over
the shares held in trust for Mrs. Duckless.
<F7> Includes 3,444 shares held by Mrs. Lalime jointly with Charles Brown,
as to which voting and investment power is shared.
<F8> Includes 18,717 shares held in a trust for the benefit of Mrs.
Moore's husband, as to which Mrs. Moore does not have voting or
investment power and disclaims beneficial ownership.
<F9> Includes 9,975 shares held in an IRA for Mr. Adams' benefit.
<F10> Includes (i) 1,935 shares held by Mr. Couture jointly with his wife,
as to which voting and investment power is shared; and (ii) 52 shares
held in a custodial account for Mr. Couture's minor child.
<F11> Includes (i) 32,105 shares indirectly owned by Mr. White by virtue of
his participation in the Community Bancorp. stock fund under the
Company's Retirement Savings Plan; (ii) 1,914 shares held by Mr.
White jointly with his wife; (iii) 4,645 shares held in an IRA for
Mr. White's benefit. Mr. White has shared voting and investment power
over the shares held jointly with his wife; and (iv) 309 shares of
Community Bancorp. stock held in the Company's Money Purchase Plan by
Mr. White.
</FN>
Meeting Attendance and Board Committees
The Company's Board of Directors held four regular meetings and seven
special meetings during 2000. Each incumbent director attended at least 75%
of the aggregate of all such meetings. In addition, all of the Company's
directors serve on the Bank's Board of Directors (which meets monthly) and
on various Board committees. Each of the directors attended at least 75% of
the scheduled Bank Board and committee meetings.
The Company's Board of Directors does not have a standing executive
committee. Although during 2000 the Board of Directors of the Company did
not have standing audit or compensation committees, similar functions were
performed by the Bank's Board of Directors or its committees. The Bank's
Board of Directors and its audit committee (also known as its Risk
Management Committee) review the findings and recommendations of the Bank's
independent public accountants, as well as the Bank's internal audit
procedures, examinations by regulatory authorities and matters having a
material effect on the Bank's financial position. The Bank's audit
committee operates pursuant to a general description of its functions
contained in the Bank's bylaws, but has not, to date, adopted an audit
committee charter. The present members of the Bank's audit committee are
Thomas Adams (Chairman), Rosemary Lalime, Elwood Duckless and Jacques
Couture. Each of the members of the Bank's audit committee is independent
within the meaning of the listing standards of the National Association of
Securities Dealers (NASD). During 2000 the Bank's audit committee met four
times. A report of the Bank's audit committee is set forth elsewhere in
this proxy statement under the caption "AUDIT COMMITTEE REPORT."
The Company's Board of Directors has approved the appointment of an
audit committee of the holding company, to perform the audit-related
functions for the Company and its subsidiaries which have been previously
performed by the Bank's Risk Management Committee. It is expected that the
members of the audit committee will be appointed later this year and will
draft and recommend an audit committee charter for adoption by the full
Board.
The functions of the Bank's compensation committee (known as its
Human Resources Committee) include reviewing and making recommendations to
the Board concerning the compensation of the Bank's officers and employees.
The present members of the Bank's Human Resources Committee are Michael
Dunn, Marcel Locke, Stephen Marsh, Anne Moore, Dale Wells and Richard
White. In addition, the Bank's Human Resources Officer attends meetings of
the Committee but is not a member and does not vote on matters considered
by the Committee. Mr. White and Mr. Marsh do not vote on matters affecting
their own compensation. The Bank's Human Resources Committee met two times
during 2000. A report of the Human Resources Committee regarding executive
compensation is set forth elsewhere in this proxy statement under the
caption "HUMAN RESOURCES COMMITTEE REPORT."
Compensation Committee Interlocks and Insider Participation
The Company is not aware of the existence of any interlocking
relationships between the senior management of the Company and that of any
other company.
Transactions with Management
Some of the incumbent directors, nominees and executive officers of
the Company, and some of the corporations and firms with which these
individuals are associated, are customers of Community National Bank in the
ordinary course of business, or have loans outstanding from the Bank, and
it is anticipated that they will continue to be customers of and indebted
to the Bank in the future. All such loans were made in the ordinary course
of business, do not involve more than normal risk of collectibility or
present other unfavorable features, and were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the
same time for comparable Bank transactions with unaffiliated persons,
although directors were generally allowed the lowest interest rate given to
others on comparable loans.
Directors' Fees and Other Compensation
Directors of the Company who are not salaried employees of the Bank
receive an annual retainer of $4,250 for serving on the Board and a fee of
$250 per Board meeting. During 2000, each director of the Company also
served as a director of the Bank. Bank directors who are not salaried
employees of the Bank receive an annual retainer of $4,125, a fee of $250
per Board meeting and a fee of $250 per committee meeting. In addition to
the fees for meetings of the Bank's Board of Directors and its committees,
each Bank director attends at least six meetings per year of the Bank's
local advisory boards and receives a fee of $250 per meeting, except for
Mr. White and Mr. Marsh, who do not receive any fees for such attendance.
This fee structure is intended to compensate the Bank's directors for
attendance at Board meetings as well as for the time spent by them in
activities directly related to their service on the Board for which they
receive no additional compensation, including but not limited to attendance
at the annual directors' retreat and attendance at educational seminars or
programs on pertinent banking topics.
Directors who have served on the Board of the Company and/or the Bank
for at least five years and who are not salaried employees of the Bank are
entitled to receive upon retirement from the Board a lump sum payment of
$1,000 for each year of Board service. For this purpose, service rendered
as a director of the Company and of the Bank is not compensated separately.
The retirement benefits under this arrangement represent a general
unsecured obligation of the Company and no assets of the Company or the
Bank have been segregated to satisfy the Company's obligations under the
arrangement.
From time to time directors perform evaluations of loan collateral
for the Bank and are reimbursed for such services at the rate of $25 per
hour.
Directors' Deferred Compensation Plan
Under the terms of the Company's Deferred Compensation Plan for
Directors, directors of the Company and/or the Bank may elect to defer
current receipt of some or all of their director fees. Deferrals are
credited to a cash account which bears interest at the rate in effect for
the Bank's three-year certificate of deposit, as adjusted from time to
time. Payments are deferred until the participant's retirement, death or
disability, or at an earlier or later date elected by the participant.
Amounts deferred and accumulated interest represent a general unsecured
obligation of the Company and no assets of the Company or the Bank have
been segregated to satisfy the Company's obligations under the Plan.
Vote Required
Election of a nominee for director will require a plurality of the
votes cast in the election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ARTICLE 1.
AUDIT COMMITTEE REPORT
The Board of Directors of the Company does not, at the present time,
have an audit committee. The Risk Management Committee (referred to in this
Report as the "Audit Committee") of the Company's subsidiary, Community
National Bank, performs the functions of an audit committee with respect to
both the Bank and the Company. Each of the Bank's ten directors is also a
director of the Company.
The Audit Committee reviews the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process. The
Company's independent auditors are responsible for expressing an opinion on
the conformity of our audited financial statements to generally accepted
accounting principles.
In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). In addition, the Audit Committee has
received from the independent auditors the written disclosures required by
Independence Standards Board No. 1 (Independence Discussions with Audit
Committees) and discussed with them their independence from the Company and
its management. The Audit Committee has also considered whether the
independent auditors' provision of non-audit services to the Company is
compatible with the auditor's independence.
In reliance on the reviews and discussions referred to above, the
Audit Committee recommended to the Company's Board of Directors, and the
Board has approved, that the audited financial statements be included in
the Company's Annual Report on SEC Form 10-K for the year ended December
31, 2000 for filing with the Securities and Exchange Commission.
Submitted by the Community National Bank Audit Committee
Thomas Adams, Chair Elwood Duckless
Jacques Couture Rosemary Lalime
HUMAN RESOURCES COMMITTEE REPORT
The Bank's Human Resources Committee reviews and makes
recommendations to the full Board on all compensation and benefits issues
relating to the President and Chief Executive Officer ("CEO") and other
executives of the Bank. The recommendations relating to the CEO are
formulated at the time of Mr. White's annual performance evaluation, which
usually occurs in June. Mr. White makes recommendations to the Committee
with respect to the compensation of the other executive officers, which are
then acted on by the Committee and recommended to the full Board.
The Committee and Board believe they have designed a compensation
package for the executive officers that will attract and retain competent
senior management for the Bank and provide for appropriate rewards for both
personal and Bank performance.
To reach these objectives, the Bank provides for a base salary which
is reviewed annually in relation to each individual's performance and a
cash bonus as a short term incentive, the amount of which depends upon the
Bank's performance. (The Bank's Officer Incentive Plan is described
elsewhere in this proxy statement.) The Bank does not currently provide for
long term incentives, such as stock options or similar benefits.
In determining appropriate salary levels, the Committee and the Board
review not only various individual and corporate performance indicators,
but also annual salaries and short term incentives provided by similar
companies to their senior officers. As of July, 2000, when Mr. White's
annual salary was last adjusted, this data was obtained through salary
surveys conducted by Sheehan & Company (Vermont Bankers Association,
Northern New England and New England community banks with assets from $100
million to $249 million); Watson Wyatt & Company (national data, community
banks with assets from $200 million to $500 million), the Bank
Administration Institute (New England community banks with assets of $100
million to $499 million) and the Sheshunoff & Company (national data,
community banks with assets from $100 million to $249 million). These
surveys were completed in 1999, showing 1999 base salaries and total cash
compensation numbers for 1998. 2000 data was unavailable to the Committee
as of July, 2000.
In Mr. White's case, the Board's annual review process includes
consideration of his self-evaluation covering certain key elements of his
written job description, including strategic planning, establishment and
overall implementation of operating policies, management of shareholder and
community relations and regulatory matters. The Board also undertakes its
own evaluation of Mr. White, reviewing various matters, including
leadership, planning and organization abilities, creativity and problem
solving, CRA (community reinvestment) and compliance.
Mr. White's strong performance in each of these areas resulted in the
adjustment (effective July 1, 2000) of his annual base salary rate from
$126,500 to $137,500, representing a 8.7% increase.
The table below shows Mr. White's cash compensation (base salary and
cash bonus) for 2000 and 1999 in relation to his peers at comparable
companies, as indicated in the following surveys of 2000 executive
compensation:
Mr. White
2000 $152,751
1999 $143,394
William M. Mercer & Company
Maine-New Hampshire-Vermont $181,700
All Northeast $176,200
Sheehan & Company
New England $172,417
Sheshunoff & Company $183,720
Bank Administration Institute $190,200
Watson Wyatt & Company $204,900
Average $180,847
The Committee also reviews, and makes recommendations to the full
Board relating to, major personnel policies including compensation and
benefit programs for other officers and staff. The Committee oversees the
administration of the Bank's Officer Incentive Plan and the Company's
401(k) plan, including the investment performance of the trustee.
The Committee comprises four non-employee directors plus the CEO and
the Chief Financial Officer ("CFO"). Neither the CEO nor the CFO
participates in recommendations or decisions pertaining to their own salary
and benefits although CEO White does participate in recommendations and
decisions regarding the CFO's compensation.
Community National Bank Human Resources Committee
Michael Dunn Anne Moore
Marcel Locke Dale Wells
Stephen Marsh Richard White
Pursuant to the rules and regulations of the Securities and Exchange
Commission, neither the foregoing Audit Committee Report, the foregoing
Human Resources Committee Report nor the material set forth below under the
caption "STOCK PERFORMANCE GRAPH" shall be deemed to be filed with the SEC
for purposes of the Securities Exchange Act of 1934, nor shall either of
such Reports or such other material be deemed to be incorporated by
reference in any past or future filing by the Company under the Securities
Exchange Act of 1934 or the Securities Act of 1933, as amended.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return
(stock price appreciation plus reinvested dividends) on the Company's
common stock with the cumulative total return of the NASDAQ Composite Index
and the NASDAQ Bank Stock Index for the five years ended December 31, 2000.
Both indices are unmanaged indices maintained by NASDAQ.
Comparative Five-Year Stock Performance*
Community Nasdaq Nasdaq
Bancorp. Composite Banks
--------- --------- ------
December 1995 100 100 100
March 1996 99.93 104.68 106.84
June 1996 106.68 112.63 118.02
September 1996 112.26 116.61 129.5
December 1996 117.26 122.71 144.11
March 1997 127.21 116.12 139.92
June 1997 133.17 140.7 159.39
September 1997 142.41 161.86 193.62
December 1997 159.18 149.25 173.97
March 1998 195.42 168.28 209.79
June 1998 188.15 180.09 232.46
September 1998 200.86 153.24 222.5
December 1998 173.84 208.4 317.99
March 1999 198.24 233.94 307.55
June 1999 193.82 255.3 328.07
September 1999 164.56 261.01 295.72
December 1999 157.89 386.77 297.15
March 2000 150.2 423.7 268.91
June 2000 161.9 376.96 263.08
September 2000 173.64 349.08 312.56
December 2000 189.04 234.81 340.75
<FN>
* Cumulative total return assumes reinvestment of dividends
</FN>
Assumes $100 invested at the close of trading day preceding the first day
of the fifth preceding fiscal year in Community Bancorp. common stock,
NASDAQ Composite, and NASDAQ Banks.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
executive officers of the Company.
Position(s) with the Company and Subsidiaries
Name and Age and Occupation for the Past Five Years
- -----------------------------------------------------------------------------
Richard C. White, 55 President, Chief Executive Officer and Director,
Community Bancorp. and Community National Bank
Stephen P. Marsh, 53 Vice President, Treasurer and Director,
Community Bancorp.; and Executive Vice President,
CFO and Director, Community National Bank
Rosemary M. Rowe, 59 Vice President, Community Bancorp.; and Senior
Vice President, Community National Bank
Alan A. Wing, 56 Vice President, Community Bancorp.; and Senior
Vice President, Community National Bank
EXECUTIVE COMPENSATION
The officers of the Company did not receive any compensation for
services rendered to the Company in 2000, but did receive compensation for
services rendered in their capacities as officers of the Bank.
The following table shows annual compensation for services rendered
in all capacities to the Company and its subsidiary during each of the
preceding three years paid to each executive officer of the Company whose
total salary and bonus in 2000 exceeded $100,000.
Summary Compensation Table
Annual Compensation
Name and
Principal All Other
Position Year Salary(1) Bonus(2) Compensation(3)
- -----------------------------------------------------------------------------------------------------
Richard C. White, 2000 $133,870 $18,881 $22,456
President, CEO & Director of the Company 1999 125,659 17,735 23,876
and the Bank 1998 122,266 11,831 23,396
Stephen P. Marsh, 2000 86,107 15,105 20,272
Vice President, Treasurer & Director of the 1999 80,283 14,188 18,920
Company; Executive Vice President, CFO 1998 78,558 9,465 17,670
& Director of the Bank
<FN>
- -------------------
<F1> Includes voluntary salary deferrals pursuant to the Company's
Retirement Savings (401(k)) Plan, as follows: (i) for Mr. White,
2000, $7,544; 1999, $7,124; and 1998, $6,604; and (ii) for Mr. Marsh,
2000, $5,030; 1999, $4,997; and 1998, $4,336.
<F2> All bonuses were paid under the Bank's Officer Incentive Plan
(described below) in the year indicated, for services rendered in the
prior year. Bonuses for services rendered in 2000 will be calculated
and paid in the second quarter of 2001.
<F3> Includes the following for Mr. White: (i) discretionary contributions
made by the Company for Mr. White's account under the Company's
Retirement Savings Plan, described below, as follows: 2000, $9,977;
1999, $11,192; and 1998, $20,094; (ii) matching employer
contributions made under the Retirement Savings Plan for his account,
as follows: 2000, $3,772; 1999, $3,562; and 1998, $3,302; and (iii)
contributions made under the Company's Money Purchase Plan, adopted
in 1999, as follows: 2000, $8,707; and 1999, $8,122. Includes the
following for Mr. Marsh (i) discretionary contributions made by the
Company for Mr. Marsh's account under the Company's Retirement
Savings Plan, described below, as follows: 2000, $11,988; 1999,
$11,218; and 1998, $15,502; (ii) matching employer contributions made
under the Retirement Savings Plan for his account, as follows: 2000,
$2,515; 1999, $2,348; and 1998, $2,168; and (iii) contributions made
under the Company's Money Purchase Plan, adopted in 1999, as follows:
2000, $5,769; and 1999, $5,354.
</FN>
Except for the use of vehicles owned by the Bank by certain officers,
no director or executive officer received any special personal benefits
during 2000. In policy and practice, the Bank does not provide special
personal benefits to directors or officers.
Retirement Savings Plan
Employees who are age 21 or over and who have completed at least one
year of service (as defined in the plan) are eligible to participate in the
Community Bancorp. and Designated Subsidiaries' Retirement Savings Plan
(the "Plan"). The Plan contains features of a so-called 401(k) plan which
permit participants to make voluntary compensation deferrals on a tax-
deferred basis of up to 15% of their pre-tax compensation. For 2001 the
Plan limits the maximum annual deferral to $10,500 per participant. This
maximum is adjusted annually for inflation by the Internal Revenue Service.
The Company will make a discretionary matching contribution to the account
of participants equal to a percentage of the amount deferred. The matching
contribution percentage is established from time to time by the Company in
its sole discretion. The matching contribution percentage for 2001 has been
set at 50% of the amount deferred for deferrals of up to 5% of
compensation. Deferrals in excess of 5% of compensation are not matched by
the Company.
Participants are at all times fully vested in any rollover
contributions from other plans and in their own compensation deferrals.
Vesting in any discretionary employer contribution and in any matching
employer contribution begins after three years of service, with full
vesting upon seven years of service. Participants may direct the investment
of their Plan account among several funds maintained by the Plan trustee,
including a Community Bancorp. stock fund. Distribution of Plan accounts is
generally deferred until the participant's death, disability or retirement,
except in cases of financial hardship (as defined in the Plan). Benefits
are subject to income tax upon distribution and certain early withdrawals
may be subject to an additional 10% penalty tax. Distribution of Plan
benefits may be in the form of an annuity, a lump sum in cash, or in
certain circumstances, common stock of the Company.
In addition to voluntary compensation deferrals and matching employer
contributions, the Company in 2000 made an annual profit sharing
contribution of 1% of compensation for the account of employees who do not
meet the age and service requirements for participation in the 401(k)
features of the plan. The Company also makes an annual discretionary profit
sharing contribution for the account of executive officers equal to a
percentage, established annually, of such officers' compensation. The
amount of the contribution made to Mr. White's and Mr. Marsh's account is
disclosed in the footnotes to the summary compensation table set forth
above.
Money Purchase Plan
During 1999 the Board of Directors adopted a Money Purchase Plan for
eligible employees. Eligibility requirements for participation in the plan
are the same as described above for the Retirement Savings Plan. The
Company makes an annual money purchase plan contribution equal to 5.7% of
the participants' annual compensation. Participants may direct the
investment of their plan accounts among the same investment choices as are
available under the Retirement Savings Plan. Vesting in the employer
contribution begins after three years of service, with full vesting upon
seven years of service. Distribution of benefits is generally deferred
until the participant's death, disability or retirement, except in cases of
financial hardship. Benefits are subject to income tax upon distribution
and certain early withdrawals may be subject to a 10% penalty tax.
Officer Incentive Plan
The Bank maintains an Officer Incentive Plan (the "Plan") for its
executive officers and vice presidents. Each executive officer or vice
president having at least one year of service is eligible to participate in
the Plan. Under the Plan, two separate incentive pools are established, one
for the four executive officers and another for all vice presidents. The
incentive bonus pool for executive officers is determined by the Bank's
annual rating issued by IDC Financial Publishing, Inc., an industry-wide
recognized ranking service.
Percent of
IDC Rating After-Tax Earnings
------------------------------------------------------
Below Average 0
Average 1.00%
Excellent 2.75%
Superior 4.50%
Top 3 in State and Superior 6.00%
The results determined under the formula in the above table
determines the amount of the incentive pool for the Bank's executive
officers. The pool is divided into units and these units are distributed to
the four executive officers. The applicable percentages of after-tax
earnings and the allocation of the incentive units among the executive
officers are determined by the Human Resources Committee of the Bank's
Board of Directors, subject to the approval of the full Board.
Because the amount of the incentive pool for executive officers
depends on the Bank's annual rating by IDC Financial Publishing, Inc.,
which is not issued until the second quarter of the following year, 2000
bonus information for such officers was not yet available as of the date of
preparation of this proxy statement.
The incentive pools for Vice Presidents are determined by the
following schedule:
After-Tax Return
on Average Assets Percent of Salary
---------------------------------------------------------
less than 1.00% 0
1.00% to 1.49% 8% of salary
1.50% and over 10% of salary
Several Vice Presidents are eligible to receive individual incentive
awards based upon the attainment of specific performance goals. These
individual incentives are in lieu of incentive payments under the Officer
Incentive Plan and may exceed the amount of the bonuses otherwise payable
under such Plan. Vice Presidents who do not meet the individual performance
incentives remain eligible to receive an incentive payout under the above
Plan formula.
Distributions under the Plan to Vice Presidents (other than executive
officers) are ordinarily payable in January for services rendered during
the preceding fiscal year.
Although the Board of Directors of the Bank presently intends to
maintain an officer incentive plan, it may revise or replace the Plan at
any time with a new one. As a matter of policy, the Board views incentive
compensation as an important component of officer compensation since it
appropriately links the Bank's performance with the compensation of those
employees in the best position to contribute significantly to the Bank's
profitability.
Supplemental Retirement Plan
The Board of Directors has adopted a Supplemental Retirement Plan for
Mr. White and the other executive officers of the Bank to replace estimated
benefits lost as a result of the previous termination of the Bank's defined
benefit pension plan. The plan is intended to provide an annual benefit at
retirement approximating 75% of the average annual bonus received by the
officer. It is estimated that this benefit, combined with the projected
benefits under the Bank's 401(k) plan, will be approximately equal to the
benefit that would have been provided to the executive officers under the
terminated defined benefit pension plan. Benefit payments will be funded by
annual contributions to a rabbi trust.
ARTICLE 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of A.M. Peisch &
Company to continue as independent public accountants for the Company for
the fiscal year ending December 31, 2001, subject to ratification of the
appointment by the Company's shareholders. A.M. Peisch & Company were first
appointed as independent public accountants of the Company for the 1985
fiscal year. Unless otherwise indicated, properly executed proxies will be
voted in favor of ratifying the appointment of A.M. Peisch & Company as the
Company's independent certified public accountants for the fiscal year
ending December 31, 2001. No determination has been made as to what action
the Board of Directors will take if the shareholders do not ratify the
appointment.
A representative of A.M. Peisch & Company will be present at the
Annual Meeting. He will be given an opportunity to make a statement if he
so desires and will be available to respond to appropriate questions.
Audit Fees
The aggregate amount of the fees billed by A.M. Peisch & Company for
its audit of our annual financial statements for 2000 and for its reviews
of our unaudited interim financial statements included in reports filed by
us under the Exchange Act during that year was $57,880.
Financial Information Systems Design and Implementation
During 2000, we did not pay any fees to A.M. Peisch & Company for
financial information systems design and implementation services.
All Other Fees
The aggregate amount of fees billed by A.M. Peisch & Company for all
other services rendered by A.M. Peisch & Company to us during 2000 was
$15,985. These fees were primarily for services relating to tax
consultation and tax return preparation.
In evaluating whether to appoint A.M. Peisch & Company to perform the
audit of the Company's financial statements for the year ending December
31, 2001, the Board of Directors and the Risk Management Committee
considered whether the provision of non-audit services by A.M. Peisch &
Company in 2000 was compatible with their independence from the Company.
Vote Required
Ratification of the selection of the Company's independent
accountants for the ensuing year will require that more votes be cast "for"
than "against" the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ARTICLE 2.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 2000, including consolidated financial statements and the
report of A.M. Peisch & Company thereon, accompanies this proxy statement.
SHAREHOLDER PROPOSALS
Under the rules and regulations of the Securities and Exchange
Commission, the Company will be permitted to use its discretionary
authority conferred in the proxy card for the annual meeting to vote on a
shareholder proposal or director nominee even if the proposal or nominee
has not been discussed in the Company's proxy statement, unless the
shareholder-proponent has given timely notice to the Company of his or her
intention to present the proposal or nominee for vote at the meeting.
Assuming timely notice has been given, the proxies will only be voted on
the matter pursuant to the grant of discretionary authority if the Company
has described the proposal in the proxy statement and indicated how the
persons named as proxies intend to vote on the matter. In order to be
considered timely for consideration at the 2002 annual meeting, the
shareholder-proponent must furnish written notice to the Company of the
proposal or nominee no later than February 20, 2002.
If a shareholder seeks to have his or her proposal included in the
Company's proxy materials for the 2002 annual meeting, the notification
deadline is earlier than noted in the preceding paragraph. In order to be
included in the proxy material for the 2002 annual meeting, shareholder
proposals must be submitted in writing to the Secretary of the Company not
later than December 7, 2001, and must comply in all respects with
applicable rules and regulations of the Securities and Exchange Commission
relating to such inclusion. Any such proposal will be omitted from or
included in the proxy material at the discretion of the Board of Directors
of the Company, subject to such rules and regulations.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors knows
of no business that may come before the 2001 Annual Meeting except as set
forth above. If any other matters should properly come before the meeting,
it is expected that proxies will be voted on such matters in accordance
with the recommendations of management.
PROXY COMMUNITY BANCORP.
Proxy for Annual Meeting of Shareholders
May 8, 2001
The undersigned hereby appoints Robert Darby, Leonard Lippens and Roger
Whitcomb, or any one or more of them, attorney with full power of
substitution in each, to vote all of the common stock of Community Bancorp.
that the undersigned is (are) entitled to vote at the Annual Meeting of
Shareholders to be held at the Haskell Opera House, Derby Line, Vermont, on
Tuesday, May 8, 2001 at 5:30 p.m. and at any adjournment thereof.
1. ELECTION OF FOUR DIRECTORS (Class expiring in 2004)
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary)
To serve until the Annual Meeting in 2004: MICHAEL H. DUNN, MARCEL M.
LOCKE, STEPHEN P. MARSH and DALE WELLS.
(INSTRUCTION: To withhold authority to vote for any individual nominee
while voting in favor of the others, strike a line through the nominee's
name in the list above.)
2. TO RATIFY THE SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTING FIRM OF
A.M. PEISCH & COMPANY AS THE COMPANY'S EXTERNAL AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, to act upon such other business as may properly come
before the meeting or any adjournment thereof. If any such business is
presented, it is the intention of the proxies to vote the shares
represented hereby in accordance with the recommendations of management.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholders. If no direction is made, this Proxy
will be voted FOR Items 1 and 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
Dated: _______________________, 2001
____________________________________
Signature(s) of Shareholder(s)
____________________________________
Signature(s) of Shareholder(s)
Please sign exactly as name is
printed on this proxy. When signing
as attorney, executor,
administrator, trustee, guardian, or
in any other representative
capacity, please so indicate. All
joint owners should sign.
NOT A PROXY COMMUNITY BANCORP.
ANNUAL MEETING OF SHAREHOLDERS
May 8, 2001
DINNER RESERVATION
Immediately following the Annual Meeting to be held at the Haskell Opera
House in Derby Line, Vermont, on Tuesday, May 8, 2001, at 5:30 p.m., a
dinner will be served for all registered shareholders at the Derby
Elementary School in Derby Line, Vermont. Please indicate below whether you
plan to attend the dinner.
I/We ____ will ____ will not attend the dinner. If stock is held
jointly, indicate the number attending the dinner. [ ] One [ ] Two
If you are voting by proxy, please complete and return this card, along
with your fully-executed proxy card, in the enclosed postage paid envelope.
You should also complete and return this dinner reservation card in the
enclosed postage paid envelope even if you plan to vote your shares in
person rather than by proxy.
Dated: _______________________, 2001
____________________________________
Signature(s) of Shareholder(s)
____________________________________
Signature(s) of Shareholder(s)