UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K/A


(Amendment
No. 1)





[ X ]  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2019





OR





[   ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For the
transition period from
to





Commission
File No. 000-16435








Community
Bancorp.


(Exact
name of Registrant as Specified in its Charter)





Vermont
03-0284070(State
of Incorporation)
(IRS
Employer Identification Number)Address
of Principal Executive Offices: 4811 US Route 5, Derby,
Vermont  05829





Registrant's
telephone number, including area code: (802) 334-7915





Securities
registered pursuant to Section 12(b) of the Act: NONE





Title
of Each Class
Trading
Symbol(s)
Name of
each exchange on which registered(Not
Applicable)





Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock - $2.50 par value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities
Act.     YES
(  )     NO (X)





Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the
Act.     YES(  )     NO
(X)





Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.


YES
(X)     NO ( )





Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). YES (X)     NO (
)








1





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of "large
accelerated filer”, “accelerated filer", “smaller
reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.





Large
accelerated filer (  )

Accelerated
filer (  )Non-accelerated
filer (X)

Smaller
reporting company (X)Emerging
growth company ( )





If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
(  )





Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). YES
(  )     NO(X)





As of
June 30, 2019 the aggregate market value of the voting stock held
by non-affiliates of the registrant was $78,876,887, based on a per
share trade price on June 28, 2019 of $16.35, as reported on the
OTC Link ATS® system maintained by the OTC Markets Group Inc.
For purposes of the calculation, all directors and executive
officers were deemed to be affiliates of the registrant. However,
such assumption is not intended as an admission of affiliate status
as to any such individual.





There
were 5,239,675 shares outstanding of the issuer's common stock as
of the close of business on March 10, 2020.








2





EXPLANATORY NOTE





On
March 16, 2020, Community Bancorp. (the “Company”) filed its Annual Report
on Form 10-K for the fiscal year ended December 31, 2019 (the
“Original
Filing”) with the Securities and Exchange
Commission.  At that time the Company  intended to
incorporate information required in Part III of Form 10-K in the
Original Filing by reference to the Company’s definitive
proxy statement for its 2020 Annual Meeting of
Shareholders.  As a result of the COVID-19 public health
emergency, the Company has now postponed the 2020 Annual Meeting
and will file its definitive proxy statement after April 30,
2020.  Accordingly, the Company is filing this Amendment
No. 1 (the “Amendment”) on Form 10-K/A to
amend and restate the Items identified below with respect to the
Original Filing in order to provide the information required by
Part III of Form 10-K.  In addition, as required by Rule
12b-15 of the Securities Exchange Act of 1934, as amended, this
Amendment contains new certifications by our principal executive
officer and principal financial officer, filed as exhibits
hereto.





This Amendment only amends information in Part III, Item 10
(Directors, Executive Officers and Corporate Governance), Item 11
(Executive Compensation), Item 12 (Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters),
Item 13 (Certain Relationships and Related Transactions, and
Director Independence), Item 14 (Principal Accounting Fees and
Services) and Part IV, Item 15 (Exhibits and Financial Statement
Schedules). Except for the foregoing amended and restated
information, this Amendment does not amend, update or change any
other information presented in the Original
Filing.


3





FORM
10-K ANNUAL REPORTTable
of ContentsPART
IIIItem
10
Directors,
Executive Officers and Corporate Governance
5Item
11
Executive
Compensation
10Item
12
Security Ownership
of Certain Beneficial Owners and Management and Related Shareholder
Matters
16Item
13
Certain
Relationships and Related Transactions, and Director
Independence
17Item
14
Principal
Accounting Fees and Services
18PART
IVItem
15
Exhibits and
Financial Statement Schedules
19Signatures
20Exhibit
Index
21








4





PART III.





Item 10.  Directors,
Executive Officers and Corporate Governance





(a) Identification of Directors





Our
Amended and Restated Articles of Association and our bylaws 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 currently consists of thirteen members. The
table below contains certain information concerning each of the
thirteen incumbent directors. Additional biographical and
background information about each of them follows the table, under
the caption “Incumbent Director and Nominee
Qualifications.”





Director of CommunityName and Age
Positions
with the Company
Bancorp. Since (1)Incumbent Directors serving until 2020 annual meeting:Thomas
E. Adams, 73
Director
1986Jacques
R. Couture, 69
Director
1992Emma L.
Marvin, 39 (2)
Director
2020Dorothy
R. Mitchell, 75
Director
2006James
G. Wheeler Jr., 71
Director
2011Incumbent Directors serving
until 2021 annual meeting:Kathryn
M. Austin, 62
Director
2013David
M. Bouffard, 62
Director
2014Aminta
K. Conant, 66
Director
2006Rosemary
M. Lalime, 73
Director
1985Incumbent Directors serving until 2022 annual meeting:David P. Laforce,
47
Director
2018Jeffrey L. Moore,
59
Director
2019Stephen P. Marsh,
72
Board
Chair
1998Fredric Oeschger,
73
Director
2009





(1)
Each
person named in the table is also a director of Community National
Bank.(2)
Appointed
to the Boards of Directors of the Company and Community National
Bank effective January 1, 2020.





Incumbent Director and Nominee Qualifications





As a
community banking organization operating in a heavily regulated
industry, we rely on our Board of Directors for knowledge of our
local markets, business acumen and strategic vision. Each incumbent
director and nominee lives or works (unless retired) in the markets
we serve, and brings a unique background, perspective and set of
skills to our Board. This provides our Board as a whole with a
thorough understanding of our local markets, and significant
competence and experience in a wide variety of areas, including
corporate governance, real estate, insurance, building trades, real
estate development, agriculture, energy and commodities, the law
and business management. In addition, many of our directors are
long-serving members of our Company and Bank Boards, whose past
contributions and industry knowledge, judgment and leadership
capabilities have benefited our Company over the years and through
multiple economic cycles.





The
information below summarizes each incumbent director’s or
nominees specific experience, qualifications, attributes and skills
that led our directors to conclude that the individual should serve
on our Board. We also believe that in their professional lives and
Board service, each has demonstrated adherence to high ethical
standards and a strong commitment to service to the Company and our
Board.





Thomas Adams – Tom has served as a director since
1986. At the time of his initial election, he was the President and
Chief Executive Officer (CEO) of Newport Plastics, where he had
also served as the Chief Financial Officer (CFO) for many years. He
is the owner of NPC Realty and until his retirement in November
2010, was a real estate agent at Coldwell Banker All Seasons Realty
(now Re/Max All Seasons Realty). In addition to his business
interests, Tom served for several years on the board of North
Country Hospital in Newport, Vermont, including as its Chairman and
Treasurer. He also served for several years as a trustee of the
Haskell Free Library and Opera House in Derby Line, Vermont. Tom
holds an accounting degree from the University of Vermont. He
brings to the Board extensive business experience, familiarity with
accounting procedures, and broad knowledge of the community. He
chairs the Company’s Audit Committee and also serves on the
Compensation/Human Resources Committee. He lives in Holland,
Vermont.


5





Kathryn Austin – Kathy has served as President of the
Bank and Company since January 2016 and as CEO of both entities
since January 2017. From January 2014 until her appointment as CEO
she also served as the Bank’s Chief Operating Officer. Kathy
was appointed to the Bank’s Board of Directors in January
2012 and was first elected to the Company’s Board at the 2013
annual meeting. She joined the Bank in 1980 and over the years has
held many management positions. Kathy served as Executive Vice
President of both the Company and the Bank from 2011 to 2016, and
as Vice President of the Company and Senior Vice President of the
Bank from 2004 to 2011, responsible for the Bank’s Retail
Banking, Human Resources and Marketing departments. Kathy also
serves on the Board of Managers of our trust company affiliate,
Community Financial Services Group, LLC (CFSG). Her many years of
service to the Company in a variety of positions provide her with
valuable insights into the Bank’s day-to-day operations,
adding further depth and community banking expertise to the Board.
Kathy is a graduate of the New England School of Banking at
Williams College and the Stonier Graduate School of Banking at
Georgetown University. She currently serves as a Trustee and
Secretary of the Northwoods Stewardship Center, as a Board Member
of the Northeast Kingdom Collaborative, and of Northeast Kingdom
LLC, and as a Board Member of the Vermont Community Foundation. She
is a past Chairman of the Vermont Bankers Association and serves on
the ABA’s Community Bankers Council. She serves on the
Company’s Corporate Governance/Nominating and
Compensation/Human Resources Committees and on the Bank’s
Risk Management Committee. She lives in Morgan,
Vermont.





David Bouffard –Dave joined the Boards of the Company
and the Bank in 2014 and is a life-long resident of the area. He
and his wife Beth have owned the Derby Village Store in Derby,
Vermont since 2000. Prior to purchasing the store, Dave acquired
retail management experience as the Manager of the Grand Union
grocery store in Newport. Dave has served on various local boards,
and is a past Board Chair of North Country Hospital and also served
on its finance committee. His perspective as a small business owner
and knowledge of our Orleans County market area add further depth
to our Board. Dave serves on the Company’s Audit and
Compensation/Human Resources Committees. He lives in Newport,
Vermont.





Aminta Conant– Minty is
a successful business woman with experience running manufacturing
facilities in Vermont, New Hampshire and North Carolina. After
several years of business consulting to companies across the United
States and Europe, she is currently CFO and part owner of the
Vermont distillery, Barr Hill. Previously, she served as the
director of Lean Six Sigma programs for Lydall, Inc., an
international manufacturing company listed on the New York Stock
Exchange. Minty is a CPA and has an MBA degree, and brings to the
Board not only her experience and knowledge of accounting, finance,
and good business practices, but also her experience in working in
a public company much larger than Community Bancorp. That
perspective is a rarity for community bank directors and a real
asset to the Board. She serves on the Company’s Audit and
Compensation/Human Resources Committees. She has been a director
since 2006, and prior to that served on our St. Johnsbury Advisory
Board. She lives in Barnet, Vermont.





Jacques Couture – Jacques is a dairy farmer and maple
sugar maker, who runs a successful family farm and bed and
breakfast in Westfield. He has served on numerous governmental,
non-profit and industry-related boards, including the Westfield
Select Board, the Vermont Maple Association and the Cooperative
Insurance Companies, among others. He brings relevant board
experience and an agricultural sector perspective to our Board,
where he chairs the Corporate Governance/Nominating Committee and
also serves on the Bank’s Risk Management Committee. He has
been a director since 1992, and prior to that served on our Troy
Advisory Board. He lives in Westfield, Vermont.





David Laforce – Dave was appointed to the Boards of
the Company and the Bank in 2018. He owns and operates Built by
Newport Corporation, a wood furniture and component manufacturing
company that has been family owned since the 1960s. Dave’s
experience as a small business owner and familiarity with the local
woods products industry, which is so important to our regional
economy, provides valuable perspectives and insight to our Board.
He is a lifelong resident of the Newport-Derby area and over the
years has served on several local boards. He serves on the
Company’s Corporate Governance/Nominating Committee and on
the Bank’s Risk Management Committee. He lives in Derby,
Vermont.





Rosemary Lalime – Rosemary is our longest serving
director, having been first elected to the Board in 1985. She has
been designated as our “outside” vice president (a
tradition we have had at the Company for many years) and as our
lead independent director to convene and run board meetings in the
absence of management. A long time realtor in the area, and the
owner and partner of Re/Max All Seasons Realty, Rosemary brings to
the Board her extensive experience in real estate matters and her
knowledge of properties and residents throughout our service area.
She chairs the Company’s Compensation Committee and also
serves on the Company Audit Committee and the Bank’s Human
Resources Audit Committee. She lives in Derby,
Vermont.








6





Stephen Marsh – Steve has served as Chair of the
Boards of Directors of the Company and the Bank since 2011 and was
first appointed to the Board in 1998. He served as CEO of the
Company and the Bank from 2008, until his retirement at the end of
2016 and previously served as President of both entities from 2004
through the end of 2015. He began his employment with the Bank in
1973, serving over the years in various managerial capacities,
including as CFO and Chief Operating Officer of the Company and the
Bank prior to becoming President and CEO. Steve currently serves on
the Orleans County Child Advocacy Board and has previously served
on a number of other nonprofit and community development
boards.Steve
brings depth and strength to our Board, with his comprehensive
knowledge of our banking operations and markets, his years of
experience as a community banker and his valuable leadership
skills. Steve serves on the Company’s Compensation/Human
Resources and Corporate Governance/Nominating Committees, and also
serves on the Bank’s Risk Management Committee. He lives in
Newport Center, Vermont.





Emma Marvin – Emma is our newest director, appointed
to the Boards of the Company and the Bank effective January 1,
2020. She is the co-owner and Vice President of Sales and Marketing
at the Vermont Maple Sugar Company, Inc. d/b/a Butternut Mountain
Farm in Morrisville, Vermont. She graduated from Cornell University
with a degree in Natural Resource Management. Since 2004, Emma has
worked for the second generation, family owned business and has
been part of its senior leadership team since 2010, helping to
promote the business’s growth from a family farm operation to
a business that employs 100 people, purchases maple syrup from over
300 Vermont farms and operates a 75,000 square foot production and
distribution facility. In 2014, she was recognized as Vermont Maple
Person of the Year and in 2018 received the President’s Award
from the International Maple Syrup Institute. She serves on the
Vermont Maple Sugar Association Board, the Laraway Youth and Family
Services Board and the Friends of Green River Reservoir Board. She
is also a steering committee member of the Federal Reserve Bank of
Boston’s Working Communities Challenge for Vermont. Emma
brings to our Board knowledge of our central Vermont market area
and significant experience in the maple products business, an
important business segment throughout our market areas. Emma serves
on the Company’s Corporate Governance/Nominating Committee
and the Bank’s Risk Management Committee. Emma lives in Hyde
Park, Vermont.





Dorothy Mitchell – Dodie has been a director since
2006, prior to which she served as a member of our Central Vermont
Advisory Board. She brings to our Board a variety of governance
experience, primarily as a board member of several non-profit
organizations, including serving as Chair of the Vermont Student
Assistance Corporation. Dodie also previously served on local and
international boards of higher education, as the President of the
Vermont Historical Society and as Co-Chair of the Vermont
Historical Society Capital Campaign. As an active member of the
community, she has extensive familiarity with the people and
businesses in our central Vermont market area. Dodie serves on the
Company’s Corporate Governance/Nominating Committee and the
Bank’s Risk Management Committee. She lives in Worcester,
Vermont.





Jeffrey Moore – First elected to the Board in 2019, he
is the owner and president of Quest Industries, Inc., a freight
logistics company based in St. Johnsbury, Vermont. Jeff is a
lifelong resident of St. Johnsbury and currently serves on the St.
Johnsbury Select Board, and the St. Johnsbury-Lyndonville
Industrial Park Board; he is also a member of the Catamount Arts
Advisory Council. Jeff’s knowledge of our Caledonia County
market and experience as a small business owner add valuable
insights and perspective to our Board. Jeff serves on the
Company’s Corporate Governance/Nominating Committee and the
Bank’s Risk Management Committee. He lives in St. Johnsbury,
Vermont





Fredric Oeschger – First elected to the Board in 2009,
Fred is a prominent local businessman, with diverse business
interests, including plumbing and heating, propane and fuel oil
distribution and commercial real estate. He is President and a
principal of Fred’s Plumbing and Heating, Inc. and
Fred’s Propane, Inc. based in Derby, Vermont and D&C
Transportation, Inc., based in Orleans, Vermont. Fred is a longtime
customer of the Bank and has extensive experience with commercial
lending practices both here and elsewhere and possesses valuable
insights into our small business market segment. He serves on the
Company’s Corporate Governance/Nominating Committee and on
the Bank’s Risk Management Committee. He lives in Newport,
Vermont and Lady Lake, Florida.





James Wheeler – Jake joined the Board in 2011. In
addition to his service on our Board, he has been a guiding force
with the Company’s trust company affiliate, CFSG, for many
years, having served on its Board of Managers since its formation
in 2002. Jake has practiced law in St. Johnsbury since 1974 with
the state’s largest law firm, Downs Rachlin Martin PLLC, and
has been a member of the firm since 1978. His practice focuses
principally in the areas of corporate governance, transactions and
financing; complex real estate acquisitions and financing; and
trusts and estates. Jake received his undergraduate degree from
Harvard University and his law degree from Boston University School
of Law. He serves on the Board of Directors of Kingdom Trail
Association, Inc. and previously served on the Board of the Vermont
Community Foundation, where he continues to serve on its nominating
committee. Jake’s judgment and insight as a seasoned attorney
provide a valuable addition to our Board. Jake serves on the
Company’s Audit and Compensation/Human Resources Committees.
He lives in East Burke, Vermont.








7





(b) Identification of Executive Officers





Our
executive officers are appointed by the Board of Directors to hold
office at the discretion of the Board and may be removed at any
time by the Board, with or without cause. Our executive
officers’ names, ages and current titles with the Company and
the Bank are listed in the following table:





Name and Age
Current Position(s) with the Company and the BankKathryn
M. Austin, 62
President,
CEO and Director, Community Bancorp. and Community National
BankLouise
M. Bonvechio, 59
Corporate
Secretary and Treasurer, Community Bancorp. and Executive Vice
President,CFO and
Cashier, Community National Bank





Executive Officer Qualifications





Additional
information about Ms. Austin’s background, qualifications and
years of service with the Company and the Bank is set forth above
in this Item 10 under the caption “Incumbent Director and
Nominee Qualifications.” Set forth below is additional
information about the background and qualifications of the
Company’s other executive officer:





Louise Bonvechio – Louise became an executive officer
of the Company in 2008 when she was appointed as its Treasurer. She
served as a Senior Vice President from 2011 until she was named
Executive Vice President in 2019. She has served as CFO since 2008.
In 2016, she was also appointed as Corporate Secretary of the
Company and the Bank. During her 27 years with the Bank, she has
held a number of other positions, including serving as the
Bank’s Vice President and Cashier from 2004 to 2008 and as
the Bank’s Controller from 2003 – 2008. Louise holds an
Associate Degree in Accounting and has received diplomas in banking
and finance, including from the New England School of Financial
Studies at Babson College. In 2019 she completed the American
Bankers Association Stonier Graduate School of Banking and earned a
certificate of leadership from the Wharton School of
Business.





(c) Identification of Certain Significant Employees





Not
applicable.





(d) Family Relationships





Director
Jacques Couture is the brother of the Company’s Corporate
Secretary and Treasurer and the Bank’s Executive Vice
President and CFO, Louise Bonvechio.





(e) Business experience





The
business experience of each of our current directors and executive
officers is set forth above in this Item 10 under the captions
“Identification of
Directors” and
“Identification of Executive
Officers,”
respectively, of this Annual Report on Form 10-K/A.





Except
as otherwise disclosed in this paragraph, none of our directors
currently holds, or has held during the past five years, any
directorship in any company (other than Community Bancorp.) with a
class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the
“Exchange Act”),
or subject to Section 15(d) of the Exchange Act, or in any company
registered as an investment company under the Investment Company
Act of 1940, as amended. Director Fred Oeschger served as a
director of Genethera, Inc., a corporation with common stock
registered under Section 12 of the Exchange Act, from March, 2018
to his resignation in December, 2018.





(f) Involvement in Certain Legal Proceedings





Except
as otherwise disclosed in this paragraph, to the best of our
knowledge, none of our directors or executive officers has been
involved during the past ten years in any legal proceedings
required to be disclosed pursuant to Item 401(f) of Regulation S-K.
In 2017, Director Fred Oeschger organized FOGT, LLC, a Vermont
limited liability company, for the sole purpose of investing in the
capital stock of Genethera, Inc., a corporation based in Colorado.
Following a dispute with the management of Genethera, Inc., FOGT,
LLC ceased any further investment in Genethera, Inc. and filed a
voluntary petition under Chapter 7 of the bankruptcy code in March,
2019. A final decree closing the case was issued by the bankruptcy
court in June, 2019.





8





(g) Promoters and Control Persons





Not
applicable.





(h) Audit Committee





The
Audit Committee, which operates under a written charter, oversees
the Company’s accounting and financial reporting process,
internal controls and audits. The Audit Committee consults with
management, the internal auditors and the independent auditors on,
among other items, matters related to the annual audit, the
published financial statements and the accounting principles
applied. As part of its duties, the Committee appoints, evaluates
and retains the Company’s independent auditors. It has
responsibility for the compensation, termination and oversight of
the Company’s independent auditors and evaluates the
independent auditors’ qualifications, performance and
independence. The Committee has similar authority regarding
selection and oversight of the Company’s internal auditor. In
addition, the Audit Committee pre-approves all services provided by
the independent auditors, including both audit and permitted
non-audit services. Those services and fees are described below in
Part III, Item 14. “Principal Accounting Fees and
Services” of this Amendment. The Committee is also involved
in the review of the Company’s periodic reports filed with
the SEC, including participation by one of its members in the
meetings of the Company’s Disclosure Control
Committee.





The
members of the Audit Committee are Thomas Adams (Chair), David
Bouffard, Aminta Conant, Rosemary Lalime and James Wheeler. All
members of the Audit Committee are considered independent directors
under the applicable NASDAQ standard as well as under the standards
applicable to FDIC-insured depository institutions and their
holding companies with assets of $500 million or more. During 2019,
the Committee met four times.





(i) Audit Committee Financial Expert





Under
SEC rules, companies must disclose whether at least one member of
the Audit Committee qualifies as a “financial expert.”
As defined by the SEC, the concept of financial expert is heavily
focused on individuals who have prepared or audited public company
financial statements or have had similar management experience or
responsibility for others performing those or comparable functions.
Given the Company’s rural market area and the limited number
of public companies in it, the Board has not deemed it advisable to
require that the Audit Committee include a person qualifying as a
financial expert under this definition. The Board has considered
the business experience, past performance as a Board and/or Audit
Committee member and other qualifications of each of the members of
the Audit Committee and has concluded that each of them has
demonstrated that he or she is capable of (i) understanding GAAP
and financial statements, (ii) assessing the general application of
GAAP principles in connection with the accounting for estimates,
accruals and reserves, (iii) analyzing and evaluating the
Company’s financial statements, (iv) understanding internal
controls and procedures for financial reporting, and (v)
understanding audit committee functions. Given the business
experience and acumen of each of the members of the Audit
Committee, the Board believes that each of such persons, although
not a “financial expert” under the SEC definition, is
nevertheless qualified to carry out all of the duties and
responsibilities of a member of the Company’s Audit
Committee.





(j) Procedures for Shareholder Nominations to the Board of
Directors





No
material changes to the procedures for nominating directors by our
shareholders were made during 2019. However, due to the
postponement of the annual meeting, certain deadlines for
submitting director nominations and other business at the 2020
annual meeting of shareholders, previously disclosed in the proxy
statement for the 2019 annual meeting of shareholders, will be
adjusted and publicly announced after a new meeting date is
set.





Delinquent Section 16(a) Reports





Section
16(a) of the Exchange Act requires the Company’s executive
officers and directors to file reports of ownership and changes in
ownership with the SEC electronically. The Company has reviewed the
copies of the Section 16 reports filed electronically by the
directors and executive officers, or written representations from
them that no Form 5’s were required to be filed for 2019.
Based solely on such review, the Company believes that all Section
16 filing requirements applicable to its executive officers and
directors for 2019 were timely complied with.





Code of Conduct and Ethics





The
Code of Ethics for Senior Financial Officers and the Principal
Executive Officer is available on the Company's website at
www.communitybancorpvt.com. The
Code is also listed as Exhibit 14 to this report and incorporated
by reference to a prior filing with the SEC. There were no waivers
of any provision of the Code during 2019.











9





Item 11. Executive
Compensation





Directors’ Fees and Other Compensation





Only
the outside (non-employee) directors are paid for their service on
the Boards of the Company and the Bank. All fees are paid in cash.
The Company and the Bank do not pay any stock-based compensation to
directors.





The
schedule of fees in effect during 2019 for our nonemployee
directors was as follows:





Company Director
Fees
Bank Director
FeesAnnual
Retainer
$8,500
Annual
Retainer
$8,500Board Meeting
Fee
500
Board Meeting
Fee
550Board Committee
Meeting Fee
550
Board Committee
Meeting Fee
550Disclosure Control
Committee Meeting Fee (1)
550
Local Advisory
Board Meeting Fee (2)
500





(1)
At
least one member of the Audit Committee attends the quarterly
meetings of the Company’s Disclosure Control Committee, which
reviews the Company’s periodic reports prior to filing with
the SEC.(2)
During
2019, Bank directors who attended meetings of the Bank’s
local advisory boards received a per meeting fee for such
attendance. Employee-directors do not receive any fees for
attending local advisory board meetings.





This
fee structure is designed to compensate our outside directors for
attendance at Board meetings, as well as for the time they spend in
activities directly related to their service on the Board for which
they receive no additional compensation, such as attendance at the
annual directors’ retreat and attendance at educational
seminars or programs on pertinent banking or corporate governance
topics.





Directors’ Deferred Compensation Plan





The
directors may choose to defer current receipt of some or all of
their Company or Bank director fees under the Company’s
Deferred Compensation Plan for Directors. Deferrals are credited to
a cash account that bears interest at the rate the Bank pays on a
three-year certificate of deposit, as adjusted from time to time.
Payments are deferred until the director’s retirement, death
or disability, or at an earlier or later date elected by the
director. The director may choose to receive his or her deferrals
and accumulated interest in a lump sum or monthly installments.
Deferred fees and accumulated interest represent a general
unsecured obligation of the Company. No assets of the Company or
the Bank have been segregated to satisfy the Company’s
obligations under the Plan.





Directors’ Retirement Plan





Prior
to 2005, the Company maintained a non-qualified retirement plan for
the Company’s outside directors. Non-employee directors who
served on the Board of the Company or the Bank for at least five
years between 1994 and 2004 are entitled to receive upon retirement
a lump sum payment of $1,000 for each year of Board service. For
this purpose, service as a director of the Company and of the Bank
during the same year is not counted separately. Following a
re-evaluation of the Company’s benefit plans affected by IRC
Section 409A, the Company terminated any further accruals under the
plan for years after 2004 and Board fees were increased to
compensate for the loss of this retirement benefit.





As of
December 31, 2019, the total remaining accrued and unpaid benefit
for all directors covered by the plan was $33,000. The
participating directors are fully vested in their accrued benefits
and would be entitled to payout of the full benefit upon retirement
from the Board for any reason, regardless of age. Directors Adams,
Couture, and Lalime each have an accumulated lump sum retirement
benefit of $11,000. Accrued benefits do not earn interest, are not
adjusted for inflation and will be paid out to participants when
they retire from the Board. All benefit accruals under the plan
represent a general unsecured obligation of the Company. No assets
of the Company or the Bank have been segregated to satisfy the
Company’s obligations under the plan.





10





Director Compensation Table





The
table below shows the total compensation paid to each of our
outside directors during 2019 for service on the Boards of the
Company and the Bank. All such fees were paid in cash.


2019 Director
Compensation(1)Name
Fees EarnedThomas
E. Adams
$29,450David
M. Bouffard
29,450Charles
W. Bucknam, Jr. (2)
9,650Aminta
K. Conant
27,800Jacques
R. Couture
29,450David
P. Laforce
30,500Rosemary
M. Lalime
29,950Stephen
P. Marsh
31,100Dorothy
R. Mitchell
30,500Jeffrey
L. Moore
30,000Fredric
Oeschger
30,000James
G. Wheeler, Jr.
28,850





(1)
Does
not include (i) earnings on directors’ fees deferred under
the Directors’ Deferred Compensation Plan because interest on
those amounts is not accrued at a preferential (above market) rate;
or (ii) certain expense reimbursements related to board service
such as for mileage and expenses related to attendance at director
educational conferences.(2)
Mr.
Bucknam retired from the Boards of the Company and the Bank at the
2019 annual meeting of shareholders on May 14th.





Executive Compensation Program Objectives and Risk Management
Considerations





The
executive officers of the Company did not receive any compensation
for services rendered to the Company in 2019 or 2018 but did
receive compensation for services rendered in their capacities as
executive officers of the Bank. Accordingly, references in this
Amendment to the Company’s executive compensation program
relate to the Bank’s executive compensation payments,
practices and objectives.





The key
objectives of the Company’s executive compensation programs
are: to support and drive business objectives and strategies; to
reward competent stewardship of the enterprise; to provide a
cost-effective, competitive total compensation package that enables
the Company to attract and retain qualified executives for
leadership roles; and to motivate and reward these executives for
creating value for the Company and its shareholders. The cash
incentive bonus program, in particular, is intended to reward
exceptional financial performance of the Company, while at the same
time ensuring consequences for below-average performance. In making
compensation decisions about the executive officers, the
Compensation Committee and the Board have traditionally placed
emphasis on the overall performance of the Company rather than on
individual performance targets, in order to foster an attitude of
team spirit and shared goals among our executives.





In
establishing the overall compensation program for employees,
including the executive officers, the Compensation Committee and
the Board are mindful of the potential implications for enterprise
risk management. The Committee and Board believe that the
Company’s compensation practices, which for executives are
heavily weighted to fixed salary, do not create any material
adverse risks to the Company. In addition, the short-term incentive
program is focused largely on Bank-wide performance, which
encourages overall achievement of annual goals rather than
individual or business line performance, and includes a recoupment
provision which discourages inappropriate risk-taking that might
lead to improper financial reporting.








11





Summary Compensation Table





The
following table summarizes annual compensation earned in 2019 and
2018 for services rendered in all capacities to the Company and the
Bank by the CEO and the Company’s only other executive
officer.





Non-EquityIncentive Plan
All OtherName
and Principal Position
Year
Salary (1)
Compensation (2)
Compensation (3)
TotalKathryn M.
Austin,
2019
$305,000
$101,413
$53,430
$459,843President, Chief
Executive Officer
2018
$282,500
$101,935
$52,858
$437,293and Director,
Community Bancorp.and Community
National BankLouise M.
Bonvechio,
2019
$187,500
$61,799
$36,123
$285,422Corporate Secretary
and Treasurer,
2018
$176,000
$63,270
$34,486
$273,756Community Bancorp.,
Executive VicePresident, Chief
Financial Officer andCashier, Community
National Bank





(1)
Amounts
shown include voluntary salary deferrals under the Company’s
Retirement Savings (401(k)) Plan.(2)
Represents
cash bonuses earned under the Officer Incentive Plan, described
below, with respect to the 2019 and 2018 annual performance
periods, respectively, and paid in February of the following
year.(3)
Amounts
shown include discretionary profit-sharing contributions under the
Retirement Savings Plan as follows: For 2019: Ms. Austin, $30,000
and Ms. Bonvechio, $27,152 and 2018: Ms. Austin, $29,625 and Ms.
Bonvechio, $26,042. Also includes (i) matching employer 401(k)
contributions under the Plan as follows: For 2019: Ms. Austin,
$7,000 and Ms. Bonvechio, $6,335 and 2018: Ms. Austin, $6,875; Ms.
Bonvechio, $5,982.; (ii) the taxable portion of employer-provided
term life insurance benefits in excess of $50,000; (iii) for Ms.
Austin, includes the taxable fringe benefit for personal use of a
bank-owned automobile.





Officer Incentive Plan





The
Bank maintains an Officer Incentive Plan for designated executive
officers and for other officers and exempt employees, including
employees whose compensation is commission-based. Each executive
officer, non-executive officer and qualifying exempt employee
having at least one year of service is eligible to participate in
the plan. There are two separate incentive payment components under
the plan, one for designated executive officers and another for all
other officers and participating exempt employees.





Executive Officers.
Under the executive officers portion of the plan, designated
executive officers are eligible to earn a cash bonus equal to a
percentage of salary based on attainment of annual weighted
performance criteria approved by the Board upon recommendation of
the Compensation Committee. Cash bonus awards for the 2019
performance period were based on a combination of (1) the
Bank’s September 30 rating issued by IDC Financial
Publishing, Inc. (IDC), an industry-wide recognized ranking
service, (2) return on average assets, (3) the ratio of
non-performing loans as percentage of average loans, (4) the ratio
of overhead expense as a percentage of average assets, and (5) a
subjective individual performance evaluation by the Board of
Directors of the Company. The plan includes threshold, target and
“stretch” benchmarks for each performance measure, and
those measures are assigned percentage weights in the overall bonus
calculation.








12





The
actual amount of bonus earned is determined by applying a
“multiplier” to the target award. The multiplier is
determined by the extent to which the various performance goals
were achieved during the annual performance period. The following
table summarizes the 2019 performance measures and actual results
used in calculating executive officer bonuses with respect to 2019
performance:





Criteria/Weight
Threshold
Target
Stretch
Actual
Earned
MultiplierReturn
on Average Assets
≥
to 1.28%
≥
1.33%
≥
1.38%
1.35%
120.00%
36.00%Percentage
reward-30%
40.00%
100.00%
150.00%I.D.C
Rating Superior (200-249)

Superior
(250-299)
Superior
(300+)
Superior
136.67%
34.17%Percentage
reward-25%
40.00%
100.00%
150.00%
252Board
Subjective Evaluation/20%
3.00
4.00
5.00
4.25
112.50%
22.50%Percentage
reward-20%
40.00%
100.00%
150.00%Overhead
Expense as a % ofAverage
Assets
2.98%
2.90%
2.82%
2.74%
150.00%
22.50%Percentage
reward-15%
40.00%
100.00%
150.00%Non-Performing
Loans as a % ofAverage
Loans
1.50%
1.00%
0.50%
.84%
116.00%
11.60%Percentage
reward-10%
40.00%
100.00%
150.00%Totals
= 100.00%





126.77%





The IDC
rating, which constitutes one of the performance criteria, takes
into account the Bank’s financial performance and risk
profile in areas of asset quality, capital, margins, earnings and
liquidity. For the twelve months ended September 30, 2019, the Bank
earned the IDC rating of “Superior.” Use of a September
30 rating rather than a year-end rating permits the Company to
calculate and pay out the executive officer bonuses consistent with
the short-term deferral exception under Internal Revenue Code
Section 409A, added by the American Jobs Creation Act of 2004,
pursuant to which bonuses must be paid out no later than 2-1/2
months following the end of the calendar year in which the bonus
was earned.





For
2019, the fixed percentage of salary defining the target award for
each of the two executive officers was 25% and the multiplier
applied to that salary percentage, based on achievement of 2019
performance targets, was 126.77%, resulting in a bonus of 31.69% of
base salary for the two executive officers. The following table
shows the bonuses paid under the plan to the two executive officers
named in the Summary Compensation Table for services rendered in
2019.








Name
Target Award (1)
Multiplier
Bonus (2)Kathryn M.
Austin
$80,000
126.77%
$101,413Louise M.
Bonvechio
$48,750
126.77%
61,799Total


$163,212





(1)
25% of
base salary at the rate in effect on December 31,
2019.(2)
Earned
for 2019 services and paid in February, 2020.





For the
2018 performance period, the target award for each of the two
executive officers was 25% of salary and the applicable multiplier,
based on actual attainment of the applicable weighted performance
criteria, was 140.60%, resulting in the following bonuses: Ms.
Austin, $101,935 and Ms. Bonvechio, $63,270. Incentive bonuses paid
to the two executive officers named in the Summary Compensation
Table for services rendered in 2019 and 2018 are included in the
“Non-Equity Incentive Plan Compensation” column of the
Table.





13





The
Compensation Committee periodically reviews the allocation
percentages, performance tiers, performance criteria and
weightings, and may recommend changes for approval by the
Bank’s Board of Directors. The Company’s Board of
Directors, in its discretion and in consultation with the
Compensation Committee, designates participating executive officers
and establishes annually minimum performance targets as well as
performance criteria used to determine the incentive bonus
pool.





The
Plan includes a recoupment provision, which provides that if the
Company restates its financial statements, any current or former
executive officer who received bonus compensation under the Plan
may be required to reimburse the Company with respect to any bonus
compensation paid within the preceding three years. Any such
reimbursement shall not exceed the amount by which the bonus
compensation paid to the executive officer exceeds the amount of
bonus compensation (if any) that would have been paid if it had
been based upon the financial statements as restated.





Other Officers and Exempt Employees. The Company creates a separate
incentive bonus pool under the plan for officers (other than
executive officers) and qualifying exempt employees using
performance criteria similar to those for executive officers. The
target amount of the bonus pool is based on a percentage of the
Bank’s net income (1.90% in 2019 and 2.19% for 2018), with a
multiplier applied to the target amount, based on the extent to
which the specified performance measures were actually achieved
during the annual performance period. The resulting bonus pool is
generally allocated among participants based on job title and
responsibilities. Several officers (but not the executive officers)
are eligible to receive individual incentive awards based upon the
attainment of specific performance goals. These individual
incentives are accounted for in the allotment of shares in the
incentive pools and are paid in addition to incentive payouts
described above.





Distributions
from this pool are ordinarily paid in February for services
rendered during the preceding fiscal year.





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 contains features of a so-called 401(k) plan
which permit participants to make voluntary compensation deferrals
on a tax-deferred and/or after-tax (ROTH) basis. The 401(k) plan
maximum per participant contribution limit for 2019 was $19,000
($25,500 for participants age 50 and older) and is $19,500 ($26,000
for participants age 50 and older) for 2020. During 2019 the
Company matched 50 cents for each dollar of compensation deferred,
up to 5% of compensation. This same matching contribution
percentage is in effect for 2020. The plan also provides for
discretionary profit sharing contributions by the Company. During
2019 and 2018, the two executive officers named in the Summary
Compensation Table made voluntary salary deferrals and received
matching employer contributions. These amounts are reflected in the
Table.





Participants
are at all times fully vested in their own compensation deferrals
and in any rollover contributions from other plans. Vesting in any
matching employer contribution begins after one year of service,
with full vesting after six years of service. Vesting in any
discretionary profit sharing employer contribution begins in the
first year of service, with full vesting after six 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. Distributions of
accounts are 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 401(k) compensation deferrals and matching employer
contributions, the plan permits the Company to make a discretionary
profit sharing contribution in any year for the account of all
participants, including the two executive officers named in the
Summary Compensation Table. The amount of the contribution for any
year is determined annually based on a calculation of the maximum
allowable deductible contribution that the Company is permitted to
make on behalf of the executives, but subject to the annual
contribution limitations of the Internal Revenue Code. The profit
sharing contributions made for 2019 and 2018 to the account of the
two executive officers named in the Summary Compensation Table are
included in the “All Other Compensation” column of the
Table.





Perquisites and Other Personal Benefits





The
Company does not generally provide its executive officers with
perquisites or other personal benefits such as club memberships,
financial planning assistance, tax preparation, living allowances,
commuting expenses, or similar benefits not described in this
Amendment. However, the Company does provide a Company-owned
vehicle to Ms. Austin and pays related gas and maintenance charges.
The Company also pays the expenses of the executive officers and
their spouses in connection with attendance at certain
banking-related functions, such as bankers’ association
conventions.








14





Health and Welfare Benefits





The
Company offers the same health and welfare benefits to all salaried
and non-salaried employees, although benefits may vary depending on
whether the employee is employed full-time or part-time. These
benefits include health insurance, life insurance, short-term
disability insurance, long-term disability insurance, an employee
assistance program, wellness reimbursement, education benefits and
combined time off.





Change in Control Agreements





In
2015, the Company entered into change in control agreements with
each of our two executive officers named in the 2019 cash
compensation table (Kathryn Austin and Louise Bonvechio). As
described below, the agreements may require the Company (or a
successor company) to make payments to the covered executive
officers in the event of the termination of their employment in
specified circumstances, either in anticipation of or following a
change in control of the Company.





The
change in control agreements provide that the executive officer
will be entitled to a specified severance payment if her employment
is terminated by the Company (or its successor) without
“cause” (as defined in the agreement), or the executive
terminates her employment with the Company for “good
reason” (as defined in the agreement), during the three-year
period following a “change in control” (as defined in
the agreement). The executive is also entitled to receive the
specified severance benefit if her employment is terminated by the
Company without cause or by the executive with good reason after
public announcement of a proposed change in control and within 120
days prior to occurrence of the change in control. The severance
benefit is equal to two times the executive’s highest total
annual cash compensation (salary plus cash bonus, if any) in any of
the three years immediately preceding the termination and is
payable in a lump sum, subject to execution by the executive of a
release of claims. The severance benefit is the only benefit
payable under the change in control agreements and is in addition
to any other compensation and benefits to which the executive is
otherwise entitled, including accrued and unpaid salary and vested
benefits under any employee compensation plan.





For
purposes of the agreements, “cause” means (i) personal
dishonesty; (ii) willful misconduct; (ii) incompetence; (iv) breach
of fiduciary duty involving personal profit; (v) intentional
failure to perform the executive’s stated duties; (vi)
willful violation of law; (vii) conviction of, or plea of nolo
contendere to a felony; or (viii) material breach of the agreement
by the executive. Good reason” means (i) a reduction in the
executive’s total annual cash compensation in an amount equal
to 15% or more of the executive’s highest total annual cash
compensation in any of the preceding three (3) calendar years,
unless the reduction is part of a general, non-discriminatory
reduction in base salary and/or bonus applicable to all similarly
situated officers; (ii) a material reduction in the
executive’s authority, duties or responsibilities; (iii) a
relocation of the executive’s principal place of employment
by more than 75 miles from the Bank’s main office in Derby;
or (iv) failure by the Bank or the Company to obtain a written
assumption of the agreement from any successor entity.





A
“change in control” is defined in the agreements to
include (i) a merger, consolidation or plan of share exchange which
results in the shareholders of the Company owning less than a
majority of the surviving company; (ii) the acquisition by any
person or group of more than 50% of the Company’s voting
stock; (iii) a sale of substantially all the assets of the Company
or the Bank; (iv) liquidation or dissolution of the Company; and
(v) a turnover during any two year period of a majority of the
members of the Board, other than nominees approved by two-thirds
vote of the directors in office at the beginning of the two year
period.





The
agreements have an initial three year term, with automatic three
year renewals on each third anniversary unless notice of
termination is provided by either party at least 30 days prior to a
renewal date. If a change in control occurs during the term, the
agreements will renew automatically for a period of three years
following the change in control.





The
change in control agreements provide that if the excise tax on
excess parachute payments under Internal Revenue Code Sections 280G
and 4999 would be imposed, the executive’s severance benefit
under the agreement will be reduced to a level at which the excise
tax will not apply.





The
executives will be subject to certain post-termination
confidentiality and non-disparagement covenants.








15





The
following table shows the lump sum cash payments that would be
payable under the change in control agreements to the two covered
executive officers who are named in the Summary Compensation Table,
assuming the executive had experienced a qualifying termination of
employment at the end of 2019.





Potential Payments under Change in Control Agreements





Executive
Officer
Severance
Payment(1)Kathryn M.
Austin
$812,826Louise M.
Bonvechio
$498,598


(1) The
amounts shown in the table are for illustrative purposes only, and
are equal to two times the named executive officer’s highest
total cash compensation (salary plus cash bonus) paid in any of the
last three completed fiscal years.





Compensation Committee





The
responsibilities of the Company’s Compensation Committee
include reviewing and making recommendations to the Board of
Directors concerning the compensation of the Company’s
executive officers and directors, establishing performance goals
under the Officer Incentive Plan and approving matters relating to
other compensation plans. The members of the Compensation Committee
are Rosemary Lalime (Chair), Thomas Adams, Kathryn Austin, David
Bouffard, Aminta Conant, Stephen Marsh and James Wheeler. During
2019, the Committee met three times. The Committee’s charter
is available on the Company’s website at www.communitybancorpvt.com.





The
information required under paragraphs (3)(4) and (e)(5) of Item 407
of Regulation S-K is omitted in accordance with the regulatory
relief available to smaller reporting companies in SEC Release Nos.
33-10513 and 34-83550.





Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters





The
following table shows the amount of our common stock beneficially
owned by all of our incumbent directors, nominees and executive
officers, individually and as a group, as of April 21, 2020. None
of our directors or executive officers owns any shares of the
Company’s Series A preferred stock. Except as otherwise
indicated in the footnotes to the table, the named individuals
possess sole voting and investment power over the common shares
listed.





Number of
Percent ofShares
ClassDirectors and NomineesThomas E. Adams
(1)
27,734
0.53%Kathryn M. Austin
(2)
57,786
1.10%David M.
Bouffard
1,189
0.02%Aminta K. Conant
(3)
2,565
0.05%Jacques R. Couture
(4)
26,141
0.50%David Laforce
(5)
400
0.01%Rosemary M.
Lalime
62,528
1.19%Stephen P. Marsh
(6)
116,721
2.23%Emma Marvin
(7)
389
0.01%Dorothy
Mitchell
6,766
0.13%Jeffrey L. Moore
(8)
730
0.01%Fredric
Oeschger
87,047
1.66%James G. Wheeler,
Jr.
1,769
0.03%Non-Director/Nominee Executive OfficersLouise M. Bonvechio
(9)
7,051
0.13%All
Directors, Nominees & Executive Officersas
a Group (14 in number) (10)
398,816
7.61%





16





(1)
Includes
11,545 shares held in an IRA for Mr. Adams’
benefit.(2)
Includes
13,136 shares as to which voting and investment power is shared and
44,650 shares held indirectly, through participation in the
Community Bancorp. stock fund under the Company’s Retirement
Savings Plan (the “401(k) Plan”).(3)
Includes
250 shares held in a family trust as to which voting and investment
power is shared.(4)
Includes
(i) 14,357 shares held by Mr. Couture jointly with his wife, as to
which voting and investment power is shared; (ii) 3,437 shares held
in an IRA for Mr. Couture’s benefit; and (iii) 3,448 shares
held in an IRA for the benefit of Mr. Couture’s
wife.(5)
Includes
400 shares held by Mr. Laforce jointly with his wife, as to which
voting and investment power is shared.(6)
Includes
(i) 28,556 shares held by Mr. Marsh jointly with his wife, as to
which voting and investment power is shared; and (ii) 87,263 shares
indirectly owned by Mr. Marsh through his participation in the
Community Bancorp. stock fund under the 401(k) Plan. Of the shares
listed, 29,058 are pledged as collateral for a loan with a
nonaffiliated bank.(7)
Mrs.
Marvin was elected to the board in January 2020.(8)
Includes
200 shares to which voting and investment power is shared with his
partner.(9)
All
such shares are held indirectly through participation in the
Community Bancorp. stock fund under the 401(k) Plan.(10)
Includes
56,899 shares as to which voting and investment power is shared and
138,964 shares held indirectly, through participation in the
Community Bancorp. stock fund under the 401(k) Plan.








In
addition, as of April 21, 2020, 511,627 shares (10.11%) of the
Company’s issued and outstanding common stock were held in
fiduciary or custodial capacity by the Company’s affiliated
trust and investment management company, CFSG for various
beneficial owners, including 488,644 shares, or 10.59%, held on
behalf of the 401(k) Plan Trustees and participants. Participants
in the Company stock fund under the 401(k) Plan, including the
Company’s four executive officers, have the right to vote
their proportionate share of the stock held in the fund. The 401(k)
Plan Trustees do not generally vote shares of the Company’s
common stock unless instructions are received from the
participants. Similarly, CFSG does not vote shares of the
Company’s common stock held in fiduciary capacity unless
voting 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, its only class of
voting securities. The Company has no other authorized class of
voting securities. The Company has outstanding 15 shares of Series
A preferred stock, which are nonvoting except in very limited
circumstances affecting the rights of the holders of such
shares.





The
Company does not maintain any equity compensation plans for which
disclosure is required under Item 201(d) of SEC Regulation
S-K.





Item 13.  Certain
Relationships and Related Transactions, and Director
Independence





Transactions with Related Persons





Director
Fredric Oeschger is the President and principal shareholder of
Fred’s Plumbing and Heating, Inc., a plumbing and heating
contractor and Fred’s Energy, a fuel oil distributor, from
which the Company and the Bank purchased plumbing and heating
services and heating oil, on arm’s length terms, during
2019.





Director
James Wheeler, Jr. is a member of the law firm Downs Rachlin Martin
PLLC, which performs various legal services for the Company and the
Bank, on arm’s length terms, during 2019.





Some of
the Company’s directors and executive officers, and some of
the corporations and firms with which these individuals are
associated, are deposit 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, and except as disclosed below,
do not involve more than normal risk of collectability 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.





17





Director Independence





Although
the Company’s common stock is not listed for trading on the
NASDAQ Stock Market, the Board has chosen to evaluate director
independence under the applicable NASDAQ standard. Based on the
information available to it, the Company’s Board of Directors
has determined that each of the incumbent directors is independent
within the meaning of the listing standards of NASDAQ, except for
President and CEO Kathryn Austin, and director Jacques Couture, who
is the brother of the Company’s Corporate Secretary and
Treasurer and the Bank’s Executive Vice President and CFO,
Louise Bonvechio.





Item 14.  Principal
Accounting Fees and Services





The
Audit Committee of the Board has appointed BerryDunn as the
Company’s independent registered public accounting firm to
audit Community Bancorp.’s consolidated financial statements
for the year ending December 31, 2020. BerryDunn served as the
Company’s independent auditors for 2019 and 2018 and also
provided certain tax and other audit-related services in both
years. As they have done in previous years, the Audit Committee and
Board of Directors will seek a vote of the shareholders to ratify
the selection of BerryDunn as the Company’s external auditors
for 2020, at the annual meeting of shareholders to be held later
this year.





Pre-Approval Required for Services of Independent
Auditors





As part
of its duties, the Audit Committee is required to pre-approve audit
and non-audit services performed by the Company’s independent
auditors, in order to ensure that the provision of such services
does not impair the auditors’ independence. Under applicable
law, certain services may not be performed by the auditors under
any circumstances. Consistent with these legal requirements, the
Audit Committee’s charter provides that all permitted
services must be approved by the Audit Committee in advance.
However, the Audit Committee may delegate this authority to a
member of the Committee, who is required to inform the entire
Committee of any approval taken pursuant to that delegated
authority. The Audit Committee does not delegate to management its
responsibilities to pre-approve services performed by the
independent auditors. Each of the services performed by BerryDunn
described under the captions below was pre-approved by the Audit
Committee.





Fees Paid to Independent Auditors





The
following table summarizes the fees billed for professional
services rendered by BerryDunn for each of the last two calendar
years:





December 31,
December 31,Fees
2019
2018Audit
Fees
$184,501
$180,609Audit-Related
Fees
3,592
4,003Tax
Fees
13,322
28,428Total
$201,415
$213,040








Audit Fees. The aggregate audit fees billed for professional
services rendered by BerryDunn related to the audit of the
Company’s annual financial statements included in each of the
Company’s Forms 10-K, review of financial statements included
in each of the Company’s Forms 10-Q and audit of the
Company’s Retirement Savings Plan, for the years ended
December 31, 2019 and 2018.





Audit-Related Fees. The aggregate fees billed for assurance
and related services rendered by BerryDunn related to the
performance of the audit or review of the Company’s financial
statements in the years ended December 31, 2019 and 2018. These
services related to the application of accounting
pronouncements.





Tax Fees. The aggregate tax fees billed for professional
services rendered by BerryDunn related to tax compliance, tax
advice and tax planning in the years ended December 31, 2019 and
2018. These services included preparation of federal tax returns,
review of estimated tax payments, review of compliance with
information reporting requirements, tax planning and implementation
of tax law changes.





All Other Fees. There were no other fees billed for services
provided by BerryDunn, other than the services reported in the
paragraphs above, in the years ended December 31, 2019 and
2018.





18








PART IV.





Item 15.  Exhibits and
Financial Statement Schedules





(a)  Financial
Statements





The
following financial statements of the Company were previously filed
in Exhibit 13 to the Original Filing:





Consolidated
Balance Sheets at December 31, 2019 and 2018


Consolidated
Statements of Income for the years ended December 31, 2019 and
2018


Consolidated
Statements of Comprehensive Income for the years ended December 31,
2019 and 2018


Consolidated
Statements of Changes in Shareholders’ Equity for the years
ended December 31, 2019 and 2018


Consolidated
Statements of Cash Flows for the years ended December 31, 2019 and
2018


Notes
to Consolidated Financial Statements


Report
of Berry Dunn McNeil & Parker, LLC, independent registered
public accountants





(b)  Exhibits





The
exhibits listed in Part IV, Item 15 “Exhibits and Financial
Statement Schedules” of the Original Filing were filed or
incorporated by reference as part of the Original Filing and the
exhibits listed below are filed herewith as part of this
Amendment:





Exhibit 31(i) -
Certification from the Chief Executive Officer (Principal Executive
Officer) of the Company pursuant to section 302 of the
Sarbanes-Oxley Act of 2002


Exhibit 31(ii) -
Certification from the Treasurer (Principal Financial Officer) of
the Company pursuant to section 302 of the Sarbanes-Oxley Act of
2002





(c) Schedules





Not
applicable














19





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.





COMMUNITY
BANCORP./s/Kathryn
M. Austin

Date:
April 27, 2020Kathryn
M. Austin, President and ChiefExecutive
Officer (Principal Executive Officer)











20





SECURITIES AND EXCHANGE COMMISSION





Washington,
DC 20549





FORM 10-K/A


(Amendment
No. 1)





[ X ]  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2019





COMMUNITY BANCORP.





EXHIBITS





EXHIBIT INDEX*








Exhibit
31.1
Certification
from the Chief Executive Officer (Principal Executive Officer) of
the Company pursuant to section 302 of the Sarbanes-Oxley Act of
2002Exhibit
31.2
Certification
from the Treasurer (Principal Financial Officer) of the Company
pursuant to section 302 of the Sarbanes-Oxley Act of
2002





* Other
than exhibits contained in or incorporated by reference in the
Original Filing.








21