DEF 14A of Choiceone Financial Services Inc, Apr 11, 2024

DEF 14A of Choiceone Financial Services Inc

Filed Apr 11, 2024 · FY20230001140361-24-019349

Open on EDGAR

  1. Election of Directors

    Election of Directors The Board of Directors presently consists of 13 individuals divided into three classes. Each class of directors is as equal as possible in number and serves for a three-year term of office. The term of office of one class of directors expires at the Annual Meeting each year. An individual may not continue to serve on the Board of Directors after he or she becomes 70 years old. Following recommendation by the Governance and Nominating Committee, the Board of Directors proposes that the following nominees be elected as directors for terms expiring at the Annual Meeting of shareholders to be held in 2027:

  2. Harold J. Burns

    Harold J. Burns Curt E. Coulter, D.O.

  3. Gregory A. McConnell

    Gregory A. McConnell

  4. Bradley F. McGinnis

    Bradley F. McGinnis

  5. Roxanne M. Page

    Roxanne M. Page As of the date of this proxy statement, each proposed nominee currently serves as a director of ChoiceOne. The proposed nominees are willing to be elected and serve as directors. If a nominee is unable to serve or is otherwise unavailable for election – which we do not anticipate – the incumbent Board of Directors may or may not select a substitute nominee. If a substitute nominee is selected, your proxy will be voted for the person so selected. If a substitute nominee is not selected, your proxy will be voted for the election of the remaining nominees. No proxy will be voted for a greater number of persons than the number of nominees named.

  6. ChoiceOne's Board of Directors and Executive Officers

    ChoiceOne's Board of Directors and Executive Officers Biographical information is presented below concerning the nominees for director, current directors whose term of office will continue after the Annual Meeting and ChoiceOne's executive officers. The biographical information for each nominee and director includes the experiences, qualifications, attributes or skills that caused the Governance and Nominating Committee and the Board of Directors to determine that the person should continue to serve as a director for the Company. All of the directors of ChoiceOne also serve as directors of ChoiceOne Bank. Except as otherwise indicated, each nominee, current director and executive officer has had the same principal employment for over five years.

  7. Nominees for Election as Directors with Terms Expiring in 2027

    Nominees for Election as Directors with Terms Expiring in 2027 Harold J. Burns (age 57) was appointed as a director of ChoiceOne and ChoiceOne Bank as of October 1, 2019 in connection with the merger of County Bank Corp. with and into ChoiceOne. Mr. Burns is a Certified Public Accountant, a Certified Management Accountant and a Chartered Global Management Accountant. Mr. Burns has been a Partner with UHY LLP and Managing Director with UHY Advisors MI, Inc. for over 20 years. He is a leader of the Audit and Assurance Practice. He is also the Chairperson for the firm’s National Health Care Practice and Executive committee member for the Great Lakes region. He received his Bachelor of Business Administration in Accounting from Walsh College. Mr. Burns previously served as a director of County Bank Corp., parent company of Lakestone Bank & Trust, since 2016. Prior to that, he served as director of Capac Bancorp Inc., parent company of CSB Bank, since 2011. Mr. Burns currently serves as treasurer for Serving Macomb, as a Committee Chairperson for the St. Clair Community Foundation, and on the board of Forgotten Harvest and the McLaren Macomb Healthcare Foundation. He is also an audit committee, and finance council member for the Archdiocese of Detroit. Mr. Burns previously served as President and board member of the SC4 Foundation and has served on numerous other for-profit and non-profit boards in the community, including the Community Foundation of St. Clair County, St. Clair County RESA, and Memphis Community Schools. Mr. Burns is qualified for service as a continuing director by virtue of his substantial public company auditing, accounting, finance and business consulting expertise and experience in a wide variety of industries, in addition to his many years of experience as an outside bank director. Curt E. Coulter, D.O. (age 62) was appointed as a director of ChoiceOne on September 21, 2022. Dr. Coulter was previously appointed as a director of ChoiceOne Bank on October 1, 2019 in connection with the merger of County Bank Corp. with and into ChoiceOne. Prior to the merger, Dr. Coulter served as director of Lakestone Bank & Trust and its holding company, County Bank Corp. since November 2016. Dr. Coulter is a Physician and partner of Lapeer Medical Associates and is Board Certified in Family Medicine. He received his Bachelor of Science from the University of Michigan and Medical Degree from Michigan State University. He completed his internship at Flint Osteopathic Hospital and residency at Genesys Regional Medical Center. Dr. Coulter is an Associate Professor of Clinical Medicine at Michigan State University-COM and an Associate Professor of Clinical Medicine at Michigan State University-CHM. Dr. Coulter is also a member of the American Osteopathic Association, Michigan Osteopathic Association, and the American Association of Family Practitioners. He is partner in PBSC Properties. He has served on the North Branch Township Planning Commission and has a 300-acre farm where he raises cattle, and produces corn, soybeans, wheat, and maple syrup. Dr. Coulter is qualified for service as a continuing director by virtue of his years of experience serving as an outside bank director and his extensive knowledge leading and managing his medical practice for over 25 years. Gregory A. McConnell (age 62) was appointed as a director of ChoiceOne and ChoiceOne Bank as of October 1, 2019 in connection with the merger of County Bank Corp. with and into ChoiceOne. He was previously a State Farm Insurance Agent and retired from that position in 2017. He received his bachelor's degree from Ferris State University. Mr. McConnell previously served as director of County Bank Corp., parent company of Lakestone Bank & Trust, since 2016. Prior to that, he served as Chairman of Capac Bancorp Inc., parent company of CSB Bank, since 1992. He is past Chairman of the Capac Downtown Development Authority and previously served as a St. Clair County Commissioner, on the St. Clair County RESA School Board, the St. Clair County Central Dispatch Board, and the St. Clair County Emergency Management Board. Mr. McConnell is also a partner in Capac Auto Sales, Inc., Huron Shores Operating Co, Inc., Home Room LLC, and GNK2 LLC. Mr. McConnell is qualified for service as a continuing director by virtue of his substantial business and insurance experience and his involvement and 29 years of experience as an outside bank director and past community bank chairman. Bradley F. McGinnis (age 52) was appointed as a director of ChoiceOne as of December 25, 2021. Mr. McGinnis previously served as a director of ChoiceOne from October 2018 until ChoiceOne's merger with County Bank Corp. in October 2019. Mr. McGinnis has served as a director of ChoiceOne Bank since October 2018. Mr. McGinnis is the Owner and President of Megawall, Inc. a company that specializes in manufacturing and distribution of patented display fixtures and also manufactures components for the material handling industry. He is also an Owner of KMJ Ventures, LLC, a real estate holding company, Rowster Coffee, and of McGinnis & Associates, Inc., a company that brokers wood veneer products. Mr. McGinnis is qualified for service as a continuing director by virtue of his entrepreneurial, technology, and executive experience. Roxanne M. Page (age 54) is a Certified Public Accountant with Doeren Mayhew, a certified public accounting, audit, tax and business advisory firm. Ms. Page has been a director of ChoiceOne and ChoiceOne Bank since August 2010 and previously served as Vice Chairwoman of the Board of Directors of ChoiceOne Bank from December 2013 until October 1, 2019. Ms. Page also served as a director for the Wolverine Worldwide YMCA Advisory Board until 2013. Ms. Page is qualified for service as a continuing director by virtue of her substantial accounting and finance expertise and experience. Your Board of Directors and Governance and Nominating Committee, which consists entirely of independent directors,recommend that you vote FOR the election of all nominees as directors.

  8. Continuing Directors with Terms Expiring in 2026

    Continuing Directors with Terms Expiring in 2026 Keith D. Brophy (age 61) was appointed a director of ChoiceOne and ChoiceOne Bank in October 2014. Mr. Brophy is currently the Chief Executive Officer of Mentavi Health, a national mental health telehealth company. He joined the company, holder of brands such as ADHD Online, in August 2021 as Chief Operating Officer. Prior to that, he served as Director of the Emergent Holdings Inc. Business Lab Product Group from February 2018 through August 2021. He was the State Director and Chief Executive Officer of the Michigan Small Business Development Center from March 2015 until February 2018, was previously the Chief Executive Officer of Ideomed, Inc., a health care technology firm, until February 2015, held executive positions with national technology firms RCM Technologies and Nusoft Solutions, and was co-founder and Chief Executive Officer of technology firm Sagestone Consulting prior to that. Mr. Brophy, a former West Michigan E&Y Entrepreneur of the Year, holds a Bachelor of Computer Science degree from the University of Michigan, and a Masters in Information Science from Strayer University. Mr. Brophy has served as an Adjunct Professor at the GVSU Seidman School of Business at various periods. Mr. Brophy serves as an appointee to the advisory board for the City of Grand Rapids SmartZone Local Development Finance Authority, as a member of the non-profit Meghan’s Army advisory board, and as a director of Greatland Corporation. He has previously served on other boards in the community including the University of Michigan MTRAC Life Sciences Fund, the Frederick Meijer Gardens and Sculpture Park, and the West Michigan Center for Arts and Technology. Mr. Brophy is qualified for service as a continuing director by virtue of his entrepreneurial, technology, and executive experience. Michael (Mike) J. Burke, Jr. (age 54) is the President of ChoiceOne and ChoiceOne Bank. He is a lifelong banker, starting out as a part time teller and working his way up to his current position. Mr. Burke became President of ChoiceOne in October of 2019 following its merger with County Bank Corp., parent company of Lakestone Bank & Trust, and became President of ChoiceOne Bank in May of 2020 following the consolidation of Lakestone Bank & Trust and ChoiceOne Bank. In 2016, Mr. Burke became the President of Lakestone Bank & Trust following the merger of Lapeer County Bank & Trust and CSB Bank. Prior to that, he was President and CEO of CSB Bank starting in 2012. He received his BA in Finance from the University of Michigan-Flint. Mr. Burke is active in serving the needs of community banking as a member of the Community Bankers of Michigan Board. Nationally, he serves on the board of directors of the Independent Community Bankers of America. Mr. Burke supports the communities where he lives and works by serving on several public boards, including the Lapeer Development Corporation, McLaren Lapeer Region Board of Trustees, Capac Downtown Development Authority, and the Lapeer County Community Foundation. Mr. Burke is qualified for service as a continuing director by virtue of his extensive institutional and banking background and his knowledge and expertise regarding area markets, competitors, customers, employees, business operations, and strategies. Bruce John Essex, Jr. (age 56) was appointed as a director of ChoiceOne on June 29, 2022, effective July 25, 2022. Mr. Essex was previously appointed as a director of ChoiceOne Bank on July 1, 2020 as a result of the merger of Community Shores Bank with and into ChoiceOne. Mr. Essex had been involved with Community Shores Bank since its inception in 1998. Mr. Essex is currently the managing director of Port City Ventures, LLC, a private equity/holding company that specializes in investing in small to medium sized manufacturing companies, real estate development, and financial services investments, partner in Rolar Products, owner of Corepark Investments LLC, and managing partner of the Core Real Estate Group, comprised of Core Commercial, Core Realty Partners, and Core Property Management. From 1998 until 2015, Mr. Essex was the CEO and majority owner of the Port City Group, an integrated manufacturer of aluminum castings, machining, engineered assemblies, plastic products, and aluminum alloys, with six locations in Michigan. Mr. Essex currently serves as a director of Eagle Alloy Corporation, Beacon Recycling Inc. (co-founder), Eagle Aluminum Products, and Cascade Die Casting Group. Mr. Essex volunteers with Community Foundation for Muskegon, Kid’s Food Basket, and is the past Chairperson for the Employer’s Association of West Michigan. Mr. Essex is a graduate of Michigan State University with a B.S. degree in Building Construction Management. Mr. Essex was the 2018 Business Person of the Year Award recipient from the West Michigan Spartans Alumni Association and a 2017 Nominee for the Muskegon Area Chamber of Commerce Entrepreneur of Excellence Award. Mr. Essex is qualified for service as a continuing director by virtue of his years of experience as an outside bank director and his extensive entrepreneurial experience running several successful businesses across multiple industries. Jack G. Hendon (age 68) is a Certified Public Accountant, Co-Founder, and Partner with H&S Companies, PC, an independently owned accounting and consulting firm. Mr. Hendon is also a partner in MH and Company, LLC, HS&C Group, LLC, Spartan Dawg Investments, LLC, Dutch Dawg, LLC, and Brite Eyes Brewing, LLC. Mr. Hendon has been a director of ChoiceOne and ChoiceOne Bank since August 2013. In December 2021, Mr. Hendon was appointed as Chairman of the Boards of Directors of ChoiceOne and ChoiceOne Bank. Mr. Hendon serves as a director on the boards of the Spectrum Gerber Hospital Foundation and the Newaygo County Area Promise Zone. He is a former director and audit committee chair of Fremont Michigan InsuraCorp, which was a Securities and Exchange Commission (“SEC”) reporting company. Mr. Hendon is qualified for service as a continuing director by virtue of his substantial accounting and finance expertise and experience and his experience as a director of an SEC reporting company. Michelle M. Wendling (age 50) was appointed as a director of ChoiceOne on September 21, 2022. Ms. Wendling was previously appointed as a director of ChoiceOne Bank on October 1, 2019 in connection with the merger of County Bank Corp. with and into ChoiceOne. Prior to the merger, Ms. Wendling served as director of Lakestone Bank & Trust and its holding company, County Bank Corp. since November 2016. Prior to that, she served as Director of Capac Bancorp Inc. Ms. Wendling is a Senior Director of Sales of PepsiCo, leading the Costco Team for the Total US. She is an Executive Sponsor for PepsiCo’s Women’s Inclusion Network and a Network of Executive Women member. Ms. Wendling previously served on the Memphis Community School Board from 2006-2019, serving as Vice President and President. She also previously served as Treasurer for the Emmett Little League. Ms. Wendling was a Top Women in Grocery winner in 2020, and has received numerous performance and leadership awards from PepsiCo. Ms. Wendling is a graduate of Oakland University with an M.B.A. in Business Administration and a graduate of Western Michigan University with a B.B.A. in Food Marketing. Ms. Wendling is qualified for service as a continuing director by virtue of her years of experience serving as an outside bank director and as well as her extensive management experience leading successful multi-state teams at PepsiCo.

  9. Continuing Directors with Terms Expiring in 2025

    Continuing Directors with Terms Expiring in 2025 Greg L. Armock (age 54) was appointed as a director of ChoiceOne on September 8, 2021. Mr. Armock is the Owner and President of Armock Mechanical Contractors, Inc., located in Sparta, Michigan, and has served as a member of the ChoiceOne Bank Board of Directors since January 2018. Mr. Armock previously served as a member of ChoiceOne's Board of Directors from January 2018 until ChoiceOne's merger with County Bank Corp. in October 2019. Mr. Armock is qualified for service as a continuing director by virtue of his substantial business and entrepreneurial experience and skills. Eric (Rick) E. Burrough (age 59) was appointed as a director of ChoiceOne and ChoiceOne Bank on October 1, 2019 in connection with the merger of County Bank Corp. with and into ChoiceOne. Mr. Burrough previously served as director of County Bank Corp., parent company of Lakestone Bank & Trust, since 2009. Since 1990, Mr. Burrough has been Owner and President of Web Press of Michigan, Inc., a commercial printing company with operations in Davisburg, Michigan and Greenville, Michigan. Since its founding in 2003, he has been Owner and President of JAMS Media, LLC, publishers of 19 community papers in Michigan. Mr. Burrough is also the sole owner of INV Limited, Huron Holdings of Lapeer, Inc., and Moosejaw Enterprises, LLC. He is also a partner in Polar Palace Arena Complex of Lapeer, LLC, AB Lapeer Properties, LLC, DRD Wildcherry, LLC, R&R Bedding, LLC, Metamora 8, LLC, Metamora 8 Properties, LLC, Sun Devil Property Management, LLC, and Blue Horseshoe Properties, LLC. Both individually and through his businesses, Mr. Burrough has been an ardent supporter of the Lapeer community and is a member of the Lapeer Optimist Club. He currently serves as a director on the board of the Lapeer Development Corporation and is a director emeritus for the Lapeer County Community Foundation. He also served on the boards of McLaren Lapeer Region and the McLaren Lapeer Region Foundation. He is a 2016 inductee of the Lapeer High School Alumni Association Distinguished Alumni Hall of Honor. Mr. Burrough is qualified for service as a continuing director by virtue of his extensive experience as an outside bank director, his vast experience in business and his community leadership. Kelly J. Potes (age 62) has been the Chief Executive Officer of ChoiceOne since June 1, 2016, and the Chief Executive Officer of ChoiceOne Bank since October 1, 2019, as well as a director of ChoiceOne and ChoiceOne Bank since June 2015. Mr. Potes served as the President and Chief Executive Officer of ChoiceOne from June 2015 until October 1, 2019. Mr. Potes has served as President of ChoiceOne Insurance Agencies, Inc. since June 2016, and formerly served as Senior Vice President and General Manager of ChoiceOne Insurance Agencies, Inc. from January 2001 until June 2016 and Senior Vice President of ChoiceOne Bank from January 2011 until June 2015. Prior to that, Mr. Potes was President of Kent-Ottawa Financial Advisors, Inc., a financial consulting firm, from 1998 to 2001 and Vice President, Retail Services of ChoiceOne Bank from 1984 to 1998. Mr. Potes is active in serving the needs of community banking as Vice Chairman of the Community Bankers of Michigan Board. Mr. Potes serves as a director of ChoiceOne Insurance Agencies, Inc., Sparta Downtown Development Authority, Urban Transformation Ministries, and the Bankers Retirement Services board. He also serves on the Deacon Board for the Kent City Baptist Church. Mr. Potes is qualified for service as a continuing director by virtue of his extensive knowledge and expertise regarding ChoiceOne's markets, competitors, customers, employees, business operations and strategies.

  10. Executive Officers who are not Directors

    Executive Officers who are not Directors Adom J. Greenland (age 43), a Certified Public Accountant, has been an Executive Vice President of ChoiceOne Bank since January 1, 2023, a Senior Vice President of ChoiceOne Bank since November 2015, and a Vice President of ChoiceOne Bank since 2013. He currently serves as Chief Financial Officer and Secretary, and previously served as Chief Operating Officer. Prior to his employment with ChoiceOne, Mr. Greenland was a Senior Manager with PricewaterhouseCoopers, a global accounting and consulting firm. Bradley A. Henion (age 54) has been an Executive Vice President and Chief Lending Officer of ChoiceOne Bank since January 1, 2023 and a Senior Vice President and Chief Lending Officer of ChoiceOne Bank since November 2015. Prior to his employment with ChoiceOne, Mr. Henion was Market President of First Community Bank, formerly Select Bank, in Grand Rapids, Michigan. Prior to that, he worked with Greenstone Farm Credit Services and Bank of America, formerly LaSalle Bank.

  11. Summary of Executive Compensation

    | | Summary Compensation | | | | | | | | | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Kelly J. Potes Chief Executive Officer of ChoiceOne and ChoiceOne Bank | 2023 | $468,000 | $— | $94,068 | $— | $125,424 | $34,761 | $722,253 | | | 2022 | $400,000 | $— | $91,200 | $— | $121,600 | $33,406 | $646,206 | | Michael (Mike) J. Burke, Jr. President of ChoiceOne and ChoiceOne Bank | 2023 | $355,000 | $— | $47,570 | $— | $83,248 | $22,953 | $508,771 | | | 2022 | $330,000 | $— | $50,160 | $— | $87,780 | $20,281 | $488,221 | | Bradley A. Henion Executive Vice President & Chief Lending Officer of ChoiceOne Bank | 2023 | $245,000 | $— | $32,830 | $— | $49,245 | $9,525 | $336,600 | | | 2022 | $225,000 | $— | $27,790 | $— | $55,580 | $6,810 | $315,180 |

  12. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning outstanding equity awards for each named executive officer as of December 31, 2023.

  13. Outstanding Equity Awards at Fiscal Year-End

    | | Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | Option Awards | | | | Restricted Stock Awards | | Performance Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested | | Kelly J. Potes | | | | | 2,571(1) | $75,330 | | | | | | | | | 1,973(2) | $57,809 | | | | | | | | | 1,572(3) | $46,060 | | | | | | | | | | | 1,972(4) | $57,780 | | | | | | | | | 1,573(5) | $46,089 | | Michael (Mike) J. Burke, Jr. | | | | | 1,661(1) | $48,667 | | | | | | | | | 1,329(2) | $38,940 | | | | | | | | | 865(3) | $25,345 | | | | | | | | | | | 1,329(4) | $38,940 | | | | | | | | | 865(5) | $25,345 | | Bradley A. Henion | 120 | — | $21.13 | 12/16/2025 | | | | | | | 1,653 | — | $20.86 | 4/15/2027 | | | | | | | 1,500 | — | $25.65 | 6/1/2028 | | | | | | | 1,500 | — | $27.25 | 4/30/2029 | | | | | | | | | | | 647(1) | $18,957 | | | | | | | | | 616(2) | $18,049 | | | | | | | | | 479(3) | $14,035 | | | | | | | | | | | 615(4) | $18,020 | | | | | | | | | 479(5) | $14,035 |

  14. Outstanding Equity Awards at Fiscal Year-End

    | (1) Time-based restricted stock units granted April 5, 2021 will vest on April 15, 2024. |

  15. Outstanding Equity Awards at Fiscal Year-End

    | (2) Time-based restricted stock units granted February 15, 2022 will vest on April 30, 2025. |

  16. Outstanding Equity Awards at Fiscal Year-End

    | (3) Time-based restricted stock units granted April 30, 2023 will vest on April 30, 2026. |

  17. Outstanding Equity Awards at Fiscal Year-End

    | (4) ChoiceOne granted performance stock units on February 15, 2022 to a select group of employees under the Stock Incentive Plan of 2012. These performance stock units vest on the five-year anniversary of the grant date based on earnings per share growth rate from the date of the grant. Shares can vest at a rate of 125%, 100%, 75%, or 0% based on the growth rate achieved over the five-year time frame. |

  18. Outstanding Equity Awards at Fiscal Year-End

    | (5) ChoiceOne granted performance stock units on April 30, 2023 to a select group of employees under the Stock Incentive Plan of 2022. These performance stock units vest on the five-year anniversary of the grant date based on earnings per share growth rate from the date of the grant. Shares can vest at a rate of 125%, 100%, 75%, or 0% based on the growth rate achieved over the five-year time frame. |

  19. Director Compensation

    Director Compensation The following table provides information concerning the compensation of directors for ChoiceOne's last completed fiscal year.

  20. Director Compensation

    | | Director Compensation | | | | Name | Fees Earned or Paid in Cash(1) | Stock Awards(4) | Total | | Greg L. Armock | $36,500 | $10,000 | $46,500 | | Keith D. Brophy | 35,500 | 10,000 | 45,500 | | Michael (Mike) J. Burke, Jr. | — | — | — | | Harold J. Burns | 35,500 | 10,000 | 45,500 | | Eric (Rick) E. Burrough | 34,000 | 10,000 | 44,000 | | David J. Churchill(2) | 36,250 | 10,000 | 46,250 | | Curt E. Coulter | 34,000 | 10,000 | 44,000 | | Bruce John Essex, Jr. | 34,000 | 10,000 | 44,000 | | Jack G. Hendon | 44,000 | 10,000 | 54,000 | | Gregory A. McConnell | 35,500 | 10,000 | 45,500 | | Bradley F. McGinnis | 34,000 | 10,000 | 44,000 | | Nels W. Nyblad(3) | 17,000 | 5,000 | 22,000 | | Roxanne M. Page | 36,500 | 10,000 | 46,500 | | Kelly J. Potes | — | — | — | | Michelle M. Wendling | 35,500 | 10,000 | 45,500 |

  21. Director Compensation

    | (1) Directors may elect to defer fees otherwise payable in cash and instead receive payment in the form of ChoiceOne common stock pursuant to the Directors Stock Purchase Plan described in the narrative below. For 2023, Messrs. Armock, Burns, Burrough, McGinnis, and Nyblad elected to receive 100% of their fees in the form of ChoiceOne stock, Messrs. Brophy and Coulter received 50% of their fees in the form of ChoiceOne stock, and Churchill and Wendling received 25% of their fees in the form of ChoiceOne stock. |

  22. Director Compensation

    | (2) Mr. Churchill resigned from the Board of Directors on October 22, 2023 in accordance with ChoiceOne’s retirement policy for members of the Board of Directors. |

  23. Director Compensation

    | (3) Mr. Nyblad resigned from the Board of Directors on June 28, 2023 in accordance with ChoiceOne’s retirement policy for members of the Board of Directors. |

  24. Director Compensation

    | (4) Messrs. Burke and Potes have 3,855 and 6,116 stock awards outstanding, respectively, as of December 31, 2023. None of the other directors had stock awards outstanding as of December 31, 2023. |

  25. Director Compensation

    Director Compensation During 2023, ChoiceOne compensated its non-employee directors with an annual retainer of $34,000 and $10,000 in stock awards. ChoiceOne compensated its Chairman of the Board with an additional $10,000. ChoiceOne compensated its Committee Chairpersons in cash awards as follows: $2,500 for the Audit Committee Chairperson, $1,500 for the Personnel and Compensation Committee Chairperson, and $0 for the Governance and Acquisition Committee Chairperson. ChoiceOne Bank compensated its Committee Chairpersons as follows: $2,500 for the Loan Committee Chairperson, $1,500 for the Risk Committee Chairperson, $1,500 for the Wealth Management Committee Chairperson, and $1,500 for the Information Technology Committee Chairperson. Under ChoiceOne's Directors' Stock Purchase Plan, a director may elect to receive payment of 25%, 50%, 75% or 100% of his or her director fees in the form of ChoiceOne common stock. On each stock purchase date, a director participating in this plan receives a number of shares of ChoiceOne common stock (rounded to the nearest whole share) determined by dividing the dollar amount of fees payable that the director has elected to receive as ChoiceOne common stock by the market value of ChoiceOne common stock on the last day of the month preceding the stock purchase date. Neither Mr. Potes nor Mr. Burke received compensation for his service as a director of ChoiceOne or its subsidiaries.

  26. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to the Employment Agreements between ChoiceOne and each of Kelly J. Potes and Michael (Mike) J. Burke, Messrs. Potes and Burke may be entitled to certain severance benefits following a termination or change in control, as described above under the heading “Employment Agreements,” which description is here incorporated by reference. ChoiceOne has granted certain equity awards pursuant to the Stock Incentive Plan of 2012 and the Equity Incentive Plan of 2022 that are subject to accelerated vesting upon a change in control of ChoiceOne. The following table summarizes the potential payments and benefits payable to each of ChoiceOne's named executive officers upon termination of employment in connection with each of the triggering events set forth in the table below, assuming, in each situation, that the termination of employment took place on December 31, 2023. No named executive officer is entitled to any payments or benefits in the event of a change in control absent a qualifying termination.

  27. Potential Payments Upon Termination or Change in Control

    | Triggering Event and Payments/Benefits | Kelly J. Potes | Michael J. Burke, Jr. | Bradley A. Henion | | Change in Control(1)(2) | $1,599,633 | $1,194,386 | $51,041 | | Death(3)(4) | $580,203 | $427,433 | $275,829 | | Disability or Retirement(4) | $112,203 | $72,433 | $30,829 |

  28. Potential Payments Upon Termination or Change in Control

    | (1) Pursuant to the Employment Agreement between ChoiceOne and each of Mr. Potes and Mr. Burke (as applicable, the “Executive”), the Executive will receive severance benefits in the event of a Change in Control (as defined in the Employment Agreement) and a qualifying termination within six months before or three years after the change in control in the form of a lump-sum cash payment equal to three times the Executive's then-current base salary and monthly health care continuation payments for twelve months or until the commencement of new employment. The payments to each Executive under his Employment Agreement after a Change in Control are limited by Section 280G of the Code. The amount shown in the table for each Executive reflects this limitation. |

  29. Potential Payments Upon Termination or Change in Control

    | (2) In accordance with the Stock Incentive Plan of 2012 and the Equity Incentive Plan of 2022, all outstanding unvested equity awards and stock options shall become immediately fully vested upon a change in control. The amount shown includes the value of accelerated vesting of restricted stock units and stock options. |

  30. Potential Payments Upon Termination or Change in Control

    | (3) ChoiceOne Bank has obtained bank-owned life insurance on certain key executives. Under ChoiceOne Bank's policies, if Mr. Potes, Mr. Burke or Mr. Henion die while still working for ChoiceOne Bank, his respective estate will receive compensation. |

  31. Potential Payments Upon Termination or Change in Control

    | (4) In accordance with the Stock Incentive Plan of 2012 and the Equity Incentive Plan of 2022, restrictions on all outstanding unvested restricted stock units will be removed on a pro rata basis equal to the total number of such awards multiplied by the number of full months elapsed since grant date divided by the total number of full months in the respective restricted period upon death, disability, or retirement. |

  32. Pay versus Performance Table

    Pay versus Performance Table

  33. Pay versus Performance Table

    | Pay Versus Performance Year(1) | Summary compensation table total for PEO | Compensation actually paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO named executive officers | Average Compensation Actually Paid to non-PEO named executive officers(1)(2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return | Net Income | | 2023 | $722,253 | $715,362 | $422,686 | $417,862 | $107.40 | $21,261,000 | | 2022 | $646,206 | $678,579 | $401,701 | $428,680 | $102.02 | $23,640,000 | | 2021 | $662,327 | $617,068 | $413,726 | $389,228 | $89.15 | $22,042,000 |

  34. Pay versus Performance Table

    | (1) For each of the years presented above, our PEO was Mr. Potes, and our Non-PEO NEOs were Mr. Burke and Mr. Henion. |

  35. Pay versus Performance Table

    | (2) The table below details amounts deducted and added to calculate Compensation Actually Paid to the PEO and Average Compensation Actually Paid to the Non-PEO NEOs. |

  36. Pay versus Performance Table

    | | PEO | | | Average for Non-PEO NEOs | | | | | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Total compensation per Summary Compensation Table (“SCT”) | $722,253 | $646,206 | $662,327 | $422,686 | $401,701 | $413,726 | | Less the value of stock grants reported in the SCT, respectively | $94,068 | $91,200 | $104,500 | $40,200 | $38,975 | $51,506 | | Plus year-end value of stock grants awarded in the covered fiscal year that are unvested and outstanding as of the end of the covered fiscal year | $92,148 | $114,405 | $68,106 | $39,378 | $56,391 | $30,569 | | Plus the change in fair value of prior year awards that are outstanding and unvested as of the end of the covered fiscal year | $1,955 | $10,098 | $(8,865) | $465 | $10,494 | $(3,561) | | Plus the change in fair value as of the vesting date of prior year awards that vested at the end of or during the covered fiscal year | $(6,926) | $(930) | — | $(4,467) | $(930) | — | | Compensation actually paid for year shown | $715,362 | $678,579 | $617,068 | $417,862 | $428,680 | $389,228 |

  37. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Cumulative Total Shareholder Return (TSR). From 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 10% and 10%, respectively, compared to a 14% increase in our TSR over the same time period. From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 5% and decreased by 3%, respectively, compared to a 5% increase in our TSR over the same time period. Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income. From 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 10% and 10%, respectively, compared to a 7% increase in our Net Income over the same time period. From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 5% and decreased by 3%, respectively, compared to a 10% decrease in our Net Income over the same time period.