DEF 14A of Choiceone Financial Services Inc
Filed Apr 13, 2026 · FY20250001140361-26-014320
Election of Directors
Election of Directors The Board of Directors presently consists of 15 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 2029:
Keith D. Brophy
Keith D. Brophy Michael J. Burke, Jr. Bruce John Essex, Jr.
Steven T. Krause
Steven T. Krause
Michelle M. Wendling
Michelle M. Wendling 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.
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.
Nominees for Election as Directors with Terms Expiring in 2029
Nominees for Election as Directors with Terms Expiring in 2029 Keith D. Brophy, 63, was appointed as a director of ChoiceOne and ChoiceOne Bank in October 2014. Mr. Brophy is the Chief Executive Officer of Mentavi Health, a national mental health telehealth company, which he joined in 2021 as Chief Operating Officer. Before this, he was the Director of the Emergent Holdings Inc. Business Lab Product Group. He previously served as the State Director and Chief Executive Officer of the Michigan Small Business Development Center, Chief Executive Officer of Ideomed, Inc., and has held executive positions with national technology firms RCM Technologies and Nusoft Solutions. He also co-founded and served as CEO of Sagestone Consulting. 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 Master’s in Information Science from Strayer University. He has served as an Adjunct Professor at the GVSU Seidman School of Business. He is an appointee to the advisory board for the City of Grand Rapids SmartZone Local Development Finance Authority, a member of the non-profit Meghan’s Army advisory board, and a director of Greatland Corporation. He has also served on other boards, 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’s entrepreneurial, technology, executive experience, and community service qualify him for continued service as a director. Michael (Mike) J. Burke, Jr., 56, is the President of ChoiceOne and ChoiceOne Bank. He has spent his entire career in banking, starting out as a part-time teller and advancing to his current position. Mr. Burke became President of ChoiceOne in October of 2019 following its merger with County Bank Corp., the parent company of Lakestone Bank & Trust, and assumed the role of President of ChoiceOne Bank in May of 2020 after the consolidation of Lakestone Bank & Trust and ChoiceOne Bank. In 2016, he became the President of Lakestone Bank & Trust following the merger of Lapeer County Bank & Trust and CSB Bank. Prior to that, he served as President and CEO of CSB Bank starting in 2012. He holds a Bachelor of Administration in Finance from the University of Michigan-Flint. Mr. Burke is dedicated to community banking, serving nationally as the Chair Elect of the Independent Community Bankers of America. At the state level, he is a member of the Community Bankers of Michigan Board. Locally, he contributes to local communities by serving on various public boards including the Lapeer Development Corporation, McLaren Lapeer Region Board of Trustees, and Lapeer County Community Foundation. Mr. Burke’s extensive experience in institutional and banking sectors, deep understanding of area markets, competitors, customers, employees, business operations, and strategies, and community service qualify him for continued service as a director. Bruce John Essex, Jr., 58, was appointed as a director of ChoiceOne on June 29, 2022, effective July 25, 2022. He was previously appointed as a director of ChoiceOne Bank on July 1, 2020, following the merger of Community Shores Bank into ChoiceOne. Mr. Essex had been involved with Community Shores Bank since its inception in 1998. Mr. Essex is the managing director of Port City Ventures, LLC, a private equity/holding company specializing in investments in small to medium-sized manufacturing companies, real estate development, and financial services. He is also a partner in Rolar Products and a managing partner of Core Real Estate Group. From 1998 to 2015, he was the CEO and majority owner of the Port City Group, an integrated manufacturer with six locations in Michigan. Mr. Essex serves as a director of Eagle Alloy Corporation, Beacon Recycling Inc. (co-founder), Eagle Aluminum Products, and Cascade Die Casting Group. He volunteers with Community Foundation for Muskegon, Kid’s Food Basket, and is the past Chairperson for the Employer’s Association of West Michigan. A graduate of Michigan State University with a Bachelor’s in Building Construction Management, Mr. Essex was honored as the 2018 Business Person of the Year by the West Michigan Spartans Alumni Association and was a 2017 nominee for the Muskegon Area Chamber of Commerce Entrepreneur of Excellence Award. Mr. Essex’s extensive experience as an outside bank director, entrepreneurial success across multiple industries, and community service qualify him for continued service as a director. Steven T. Krause, 63, was appointed as a director of ChoiceOne Bank on March 1, 2025, following the merger of Fentura Financial, Inc. into ChoiceOne and as a director of ChoiceOne on July 5, 2025. He previously served as a director of Fentura Financial, Inc., parent company of The State Bank, since 2013. Mr. Krause earned his Bachelor’s degree in Accounting from Michigan State University. Since 1986, Mr. Krause has been actively involved in property development and currently owns five storage facilities and leased properties. He co-founded Controlled Magnetics, Inc., a company that manufactures industrial and medical-grade power quality systems for surgical centers nationwide. A dedicated community volunteer, Mr. Krause has been a Rotarian for over 30 years and previously served as Chairman of the Tyrone Township Planning Commission. Mr. Krause’s extensive experience as an outside bank director, successful business career, and community service qualify him for continued service as a director. Michelle M. Wendling, 52, 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, following the merger of County Bank Corp. into ChoiceOne. Before 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 was a director of Capac Bancorp Inc. Ms. Wendling is the Senior Director of Sales Strategy; PepsiCo, Inc., leading the strategy development for the Club Channel, Emerging Business, and Multicultural for the total U.S. She is an Executive Sponsor for PepsiCo’s Women’s Inclusion Network and a member of the Network of Executive Women. She previously served on the Memphis Community School Board from 2006 to 2019, holding positions as Vice President and President, and also served as Treasurer for the Emmett Little League. Ms. Wendling was recognized as a Top Women in Grocery winner in 2020 and has received numerous performance and leadership awards from PepsiCo. She holds an M.B.A. in Business Administration from Oakland University and a B.B.A. in Food Marketing from Western Michigan University. Ms. Wendling’s extensive experience as an outside bank director, successful management of multi-state teams at PepsiCo, and community service qualify her for continued service as a director.
Your Board of Directors and Governance and Nominating Committee, which consists entirely of
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.
Continuing Directors with Terms Expiring in 2028
Continuing Directors with Terms Expiring in 2028 Greg L. Armock, 56, was appointed as a director of ChoiceOne on September 8, 2021. He previously served as a director of ChoiceOne from October 2018 until the merger with County Bank Corp. in October 2019. He was appointed as a director of ChoiceOne Bank on January 24, 2018. Mr. Armock is the Owner and President of Armock Mechanical Contractors, LLC, a premier mechanical contractor, based in Sparta, Michigan for over 40 years. Additionally, he is a partner in multiple ventures in the West Michigan area and is a strong supporter of the Sparta Community including the Chamber of Commerce, Young Life, and the Sparta Education Foundation. Mr. Armock’s extensive business, community, and entrepreneurial experience and leadership qualify him for continued service as a director. Eric (Rick) E. Burrough, 61, was appointed as a director of ChoiceOne and ChoiceOne Bank on October 1, 2019, following the merger of County Bank Corp. into ChoiceOne. He had previously served as a director of County Bank Corp., the parent company of Lakestone Bank & Trust, since 2009. Since 1990, Mr. Burrough has been the Owner and President of Web Press of Michigan, Inc., a commercial printing company with operations in Davisburg and Greenville, Michigan. In 2003, he founded JAMS Media, LLC, which publishes 22 community papers in Michigan. He is also the sole owner of INV Limited, and Huron Holdings of Lapeer, Inc. Additionally, he is a partner in several ventures, including AB Lapeer Properties, LLC, DRD Wildcherry, LLC, R&R Bedding, LLC, Metamora 8, LLC, Metamora 8 Properties, LLC, Boulder Pointe 9, LLC, Sun Devil Property Management, LLC, and Blue Horseshoe Properties, LLC. Mr. Burrough is a dedicated supporter of the Lapeer Community, both individually and through his business. He is a member of the Lapeer Optimist Club and currently serves as a trustee on the boards of McLaren Lapeer Region and the McLaren Lapeer Region Foundation. He previously served on the board of the Lapeer County Community Foundation. In 2016, he was inducted into the Lapeer High School Alumni Association Distinguished Alumni Hall of Honor. Mr. Burrough’s extensive experience as an outside bank director, vast experience in business, and community leadership qualify him for continued service as a director. Randy D. Hicks, M.D., M.B.A., 68, was appointed as a director of ChoiceOne and ChoiceOne Bank on March 1, 2025, following the merger of Fentura Financial, Inc. into ChoiceOne. He previously served as a director of Fentura Financial, Inc., parent company of The State Bank, since 2011. Dr. Hicks is the Co-Founder, Owner, and Chief Executive Officer of Regional Medical Imaging (RMI). He serves on the board of the Professional Medical Corporation (PMC), representing more than 400 physicians statewide, contributing to governance, strategy, and advocacy for independent physician practices. He also serves on the board of the Michigan Radiological Society, where he is currently a member of the Artificial Intelligence Committee and has previously served in leadership roles on Finance and Strategic Planning committees, contributing to organizational governance, strategic planning, and financial oversight. Dr. Hicks is also a member of RJB&M, LLC, a real estate holding company, and has been involved in various commercial and residential development and property ventures throughout his career. In addition to his business leadership, Dr. Hicks has demonstrated a sustained commitment to community investment and philanthropy through both personal giving and organizational initiatives led by RMI. Dr. Hicks’ extensive experience as an outside bank director and in executive leadership, healthcare operations, capital planning, governance, innovation oversight, and strategic growth, and deep understanding of the communities served by the Bank qualify him for continued service as a director. Brian P. Petty, 68, was appointed as a director of ChoiceOne and ChoiceOne Bank on March 1, 2025, following the merger of Fentura Financial, Inc. into ChoiceOne. He previously served as a director of Fentura Financial, Inc., parent company of The State Bank, since 1995. Mr. Petty also served as Vice Chairman of the Fentura Financial, Inc. board of directors since 2011 and as Chairman since 2021. Mr. Petty is the Owner and President of Fenton Glass Service, Inc., which specializes in sales and installation of glass for automobile, residential, industrial and specialty uses. Mr. Petty’s extensive experience as an outside bank director and as a successful small business owner and his community insights from service on numerous boards in the Fenton area qualify him for continued service as a director. Kelly J. Potes, 64, has been the Chief Executive Officer of ChoiceOne since June 1, 2016, and the Chief Executive Officer of ChoiceOne Bank since October 1, 2019. He has also been a director of ChoiceOne and ChoiceOne Bank since June 1, 2015. Mr. Potes served as both the President and Chief Executive Officer of ChoiceOne from June 2015 until October 1, 2019. He has been the President of ChoiceOne Insurance Agencies, Inc. since June 2016, and previously served as Senior Vice President and General Manager of ChoiceOne Insurance Agencies, Inc. from January 2001 until June 2016, and as Senior Vice President of ChoiceOne Bank from January 2011 until June 2015. Before that, Mr. Potes was President of Kent-Ottawa Financial Advisors, Inc., a financial consulting firm, from 1998 to 2001, and Vice President of Retail Services of ChoiceOne Bank from 1984 to 1998. Mr. Potes is actively involved in community banking as Immediate Past Chairman of the Community Bankers of Michigan Board and as the Michigan Delegate to the Independent Community Bankers of America (ICBA). He also serves as a director of ChoiceOne Insurance Agencies, Inc., Sparta Downtown Development Authority, and the Bankers Retirement Services board. Additionally, he serves on the Deacon Board for the Kent City Baptist Church. Mr. Potes’ extensive experience in institutional and banking sectors, deep knowledge and expertise regarding ChoiceOne’s markets, competitors, customers, employees, business operations, and strategies, and community service qualify him for continued service as a director.
Continuing Directors with Terms Expiring in 2027
Continuing Directors with Terms Expiring in 2027 Harold J. Burns, 59, was appointed as a director of ChoiceOne and ChoiceOne Bank on October 1, 2019. Mr. Burns is a Certified Public Accountant, Certified Management Accountant, and Chartered Global Management Accountant. He has been a Partner with UHY LLP and Managing Director with UHY Advisors MI, Inc. for over 20 years, leading the Audit and Assurance Practice. Additionally, he chairs the firm’s National Health Care Practice and serves on the Executive committee for the Great Lakes region. He earned his Bachelor of Business Administration in Accounting from Walsh College. Mr. Burns previously served as a director of County Bank Corp., the parent company of Lakestone Bank & Trust, since 2016, and prior to that, served as director of Capac Bancorp Inc., the parent company of CSB Bank, since 2011. Currently, he is the treasurer for Serving Macomb, a Committee Chairperson and board member for the St. Clair Community Foundation, and a Committee Chairperson and board member of Forgotten Harvest. He also serves on the audit committee and finance council for the Archdiocese of Detroit. Previously, Mr. Burns was President and board member of the SC4 Foundation and has served on numerous other for-profit and non-profit boards, including the St. Clair County RESA and Memphis Community Schools. Mr. Burns’ extensive experience as an outside bank director, expertise in public company auditing, accounting, finance, and business consulting, and community service qualify him for continued service as a director. Curt E. Coulter, D.O., 64, was appointed as a director of ChoiceOne on September 21, 2022, and as a director of ChoiceOne Bank on October 1, 2019, following the merger of County Bank Corp. into ChoiceOne. Before this, he served as a 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 earned his Bachelor of Science from the University of Michigan-Flint and his Medical Degree from Michigan State University. He completed his internship at Flint Osteopathic Hospital and his residency at Genesys Regional Medical Center. Dr. Coulter is an Associate Professor of Clinical Medicine at both Michigan State University-COM and Michigan State University-CHM. He is a member of the American Osteopathic Association, Michigan Osteopathic Association, and the American Association of Family Practitioners. Additionally, he is a partner in PBSC Properties. He owns a 200-acre farm where he raises cattle and produces corn, soybeans, wheat, and maple syrup. Dr. Coulter’s extensive experience as an outside bank director and his many years of leading and managing his medical practice qualify him for continued service as a director. Gregory A. McConnell, 64, was appointed as a director of ChoiceOne and ChoiceOne Bank on October 1, 2019, following the merger of County Bank Corp. into ChoiceOne. He previously worked as a State Farm Insurance Agent, retiring in 2017. He holds a bachelor’s degree from Ferris State University. Mr. McConnell previously served as a director of County Bank Corp., the parent company of Lakestone Bank & Trust, since 2016. Before that, he was Chairman of Capac Bancorp Inc., the parent company of CSB Bank, starting in 1992. Mr. McConnell is a former Chairman of the Capac Downtown Development Authority and has 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. He is also a partner in Capac Auto Sales, Inc. and G & K2, LLC. Mr. McConnell’s extensive experience as an outside bank director and community bank chairman, business and insurance experience, and community service qualify him for continued service as a director. Bradley F. McGinnis, 54, was appointed as a director of ChoiceOne on December 25, 2021. He previously served as a director of ChoiceOne from October 2018 until the merger with County Bank Corp. in October 2019. Mr. McGinnis has been a director of ChoiceOne Bank since October 2018. He is the Owner and President of Megawall Corporation, a company specializing in manufacturing and distribution of patented display fixtures and components for the material handling industry. Additionally, he is an Owner and President of KMJ Ventures, LLC, a real estate holding company, Rowster Coffee, Inc., and McGinnis & Associates, Inc., a brokerage for wood veneer products. Mr. McGinnis’ entrepreneurial, technology, and executive experience qualify him for continued service as a director. Roxanne M. Page, 56, was appointed as a director of ChoiceOne and ChoiceOne Bank in August 2010 and served as Vice Chairwoman of the Board of Directors of ChoiceOne Bank from December 2013 until the merger with County Bank Corp. in October 2019. Ms. Page is a Certified Public Accountant with Doeren Mayhew, a certified public accounting, audit, tax and business advisory firm. She served as a director for the Wolverine Worldwide YMCA Advisory Board until 2013. Ms. Page’s extensive experience as an outside bank director, substantial accounting and finance expertise, and community service qualify her for continued service as a director.
Executive Officers who are not Directors
Executive Officers who are not Directors Adom J. Greenland, 45, is an Executive Officer of ChoiceOne and has served as Chief Financial Officer, Treasurer, and Secretary of ChoiceOne since 2022. Mr. Greenland joined ChoiceOne in 2013 serving in various roles including Chief Operating Officer. Mr. Greenland joined ChoiceOne following 11 years of experience as a Certified Public Accountant with PwC LLP, a global accounting and consulting firm. Mr. Greenland holds a Bachelor of Arts and Master of Science in Accounting from Michigan State University. Bradley A. Henion, 56, is an Executive Vice President and has served as Chief Lending Officer of ChoiceOne Bank since January 1, 2023. He previously served as Senior Vice President and Chief Lending Officer of ChoiceOne Bank since November 2015. Before joining ChoiceOne, Mr. Henion was the 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.
Incentive Compensation Plan
Incentive Compensation Plan The Plan’s objective is to align executive pay with ChoiceOne’s performance and comply with industry best practices. The Plan and performance period operate on a calendar year basis with incentive awards earned during each Plan year and payouts made in the first half of the following Plan year. Payouts are contingent upon continued employment with ChoiceOne through the date of payment. The Plan outlines specific eligibility requirements to participate. Incentive awards are based on eligible salary, which is defined as the actual amount of salary earned in the calendar year in which the award is based. Incentive awards are determined based on a combination of ChoiceOne’s performance, calculated using a defined model that is based on expected levels of asset growth and return on average assets, adjusted by an asset quality modifier if asset quality deteriorates. Target awards are determined as a percentage of base salary and incentive award payouts are limited to 200% of the target award. Incentive award payouts are made in cash payments, time-based restricted stock units, and performance-based restricted stock units.
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 | 2025 | $550,000 | $— | $260,700 | $— | $325,875 | $45,125 | $1,181,700 | | | 2024 | $488,000 | $— | $157,136 | $— | $202,032 | $41,223 | $888,391 | | Michael (Mike) J. Burke, Jr. President of ChoiceOne and ChoiceOne Bank | 2025 | $405,000 | $— | $143,978 | $— | $215,966 | $40,511 | $805,455 | | | 2024 | $370,006 | $— | $85,101 | $— | $136,162 | $35,502 | $626,771 | | Bradley A. Henion Executive Vice President & Chief Lending Officer of ChoiceOne Bank | 2025 | $290,000 | $— | $85,913 | $— | $137,460 | $16,069 | $529,442 | | | 2024 | $255,008 | $— | $46,921 | $— | $82,113 | $13,106 | $397,148 | | Adom J. Greenland Executive Vice President & Chief Financial Officer of ChoiceOne Bank | 2025 | $300,000 | $— | $88,875 | $— | $142,200 | $15,401 | $546,476 |
Summary of Executive Compensation
| (2) The values of all stock awards reported in this column, which represent stock awards earned in the applicable year and granted in the subsequent year, were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, ASC Topic 718 Compensation-Stock Compensation (ASC 718). For a discussion of the valuation assumptions, see Note 15 to the Company’s 2025 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. 2025 stock awards consist of awards of time-based restricted stock units, which will vest in full on the three-year anniversary of the grant date, and performance-based restricted stock units, which will vest upon satisfaction of the relevant performance metric (five-year cumulative earnings per share) at specified levels ranging from maximum (125%) to threshold (25%) and completion of a five-year service period. 2024 stock awards consist of awards of time-based restricted stock units, which will vest in full on the three-year anniversary of the grant date, and performance-based restricted stock units, which will vest upon satisfaction of the relevant performance metric (five-year cumulative earnings per share) at specified levels ranging from maximum (125%) to threshold (25%) and completion of a five-year service period. Any stock awards that vest will be converted to shares of Company common stock on a one-for-one basis. Stock awards that do not vest will be forfeited and the named executive officer will receive no shares of Company common stock attributable to the forfeited units. A holder of stock awards has no rights as a shareholder of the Company until such time as the awards vest and convert into shares of Company common stock. The value of the stock awards reported in this column assumes that the performance-based restricted stock units vest at 100%. Assuming achievement of the highest possible level of performance, the value of the total stock awards for the year ended December 31, 2025 for Mr. Potes, Mr. Burke, Mr. Henion, and Mr. Greenland is $293,288, $161,975, $96,652, and $99,984, respectively. |
Summary of Executive Compensation
| (3) Reflects the dollar value of non-equity incentive plan compensation earned during 2024 and 2025. |
2025 Incentive Plan
2025 Incentive Plan The 2025 Incentive Plan provided for the grant of short-term annual cash awards and the grant of long-term equity awards. In each case these amounts were adjusted to 118.5% of target amounts based on the defined plan model as described above. The grant of long-term equity awards was converted equally between time-based restricted stock units and performance-based restricted stock units. Time-based restricted stock units granted vest in full upon completion of a three-year service period. Performance-based restricted stock units vest upon satisfaction of the relevant performance metric (five-year cumulative earnings per share) at specified levels ranging from maximum (125%) to threshold (25%) and completion of a five-year service period, as provided in the table below:
2025 Incentive Plan
| Performance-based Restricted Stock Units | EPS Five Year Growth Rate | Payout Percentage | | Maximum | 7% | 125% | | Target | 5% | 100% | | | 3% | 67% | | | 2% | 50% | | | 1% | 33% | | Threshold | 0% | 25% |
2025 Incentive Plan
The incentive targets as a percentage of salary for each of ChoiceOne’s named executive officers for 2025 were as follows:
2025 Incentive Plan
| | Cash Award | Stock Awards | | Kelly J. Potes | 45% | 35% | | Michael (Mike) J. Burke Jr. | 40% | 25% | | Bradley A. Henion | 35% | 20% | | Adom J. Greenland | 35% | 20% |
Employment Agreements
Employment Agreements Kelly J. Potes entered into an employment agreement on September 30, 2019, effective as of October 1, 2019 (the “Potes Employment Agreement”), pursuant to which Mr. Potes will serve as the Chief Executive Officer of ChoiceOne. Michael (Mike) J. Burke, Jr., entered into an employment agreement with ChoiceOne effective as of October 1, 2019 (the “Burke Employment Agreement”), pursuant to which Mr. Burke was appointed the President of ChoiceOne. The terms of the Potes Employment Agreement and Burke Employment Agreement (together, the “Agreements”) are substantially similar. Under each Agreement, in the event of ChoiceOne’s termination of Mr. Potes or Mr. Burke, as applicable (the “Executive”), without cause, or by the Executive for good reason (each as defined in the Agreements), the Executive will be entitled to continued salary for two years and monthly health care continuation payments for 12 months or until the commencement of new employment. In the event of a change of control and a qualifying termination within six months before or three years after the change in control, the Executive will be entitled to a lump-sum cash payment equal to three times their then-current base salary and monthly health care continuation payments for 12 months or until the commencement of new employment. If any payment to be received by the Executive following a change in control is determined to constitute a “parachute payment” as such term is defined in Section 280G(b)(2) of the Code, ChoiceOne will act in good faith to mitigate the impact of Section 280G of the Code such that no “parachute payment” will result. To the extent this effort is unsuccessful, ChoiceOne will reduce the amount of such payment to ensure that the total payments to the applicable Executive do not exceed 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code. The Agreements contain provisions related to non-solicitation and non-competition that generally preclude the Executive, during his time of employment and for a period of 24 months thereafter, from engaging in activities competitive with ChoiceOne in any county in which ChoiceOne or its affiliates has a branch office or loan production office or in any contiguous counties, and from diverting from ChoiceOne any trade or business with any customer or supplier with whom the Executive had contact during his employment, subject to certain conditions and exceptions. The Agreements also require the Executive to maintain the confidentiality of non-public information with respect to ChoiceOne and its affiliates. Pursuant to the Agreements, the annual salaries of each of Mr. Potes and Mr. Burke are subject to annual review and adjustment in accordance with ChoiceOne’s normal procedures. Mr. Potes and Mr. Burke are eligible to participate in ChoiceOne’s bonus programs and equity-based compensation programs. The foregoing description of the Burke Employment Agreement and the Potes Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Burke Employment Agreement, which is filed as Exhibit 10.7 to ChoiceOne’s Pre-Effective Amendment No. 2 to Form S-4 filed August 5, 2019, and the Potes Employment Agreement, which is filed as Exhibit 10.2 to ChoiceOne’s Current Report on Form 8-K filed October 1, 2019.
Outstanding Performance Stock Units
Outstanding Performance Stock Units In January 2024, the Board of Directors approved modifications to outstanding performance stock units awarded to named executive officers in 2022 and 2023. The modifications included extended the performance and vesting periods from three years to five years.
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, 2025.
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 Unearned Shares or Units of Stock that Have Not Vested | Market Value of Unearned Shares or Units of Stock that Have Not Vested | | Kelly J. Potes | | | | | 1,572(1) | $46,405 | | | | | | | | | 1,606(2) | $47,409 | | | | | | | | | 2,204(3) | $65,062 | | | | | | | | | | | 1,972(4) | $58,213 | | | | | | | | | 1,573(5) | $46,435 | | | | | | | | | 1,605(6) | $47,380 | | | | | | | | | 2,204(7) | $65,062 | | Michael (Mike) J. Burke, Jr. | | | | | 865(1) | $25,535 | | | | | | | | | 812(2) | $23,970 | | | | | | | | | 1,194(3) | $35,247 | | | | | | | | | | | 1,329(4) | $39,232 | | | | | | | | | 865(5) | $25,535 | | | | | | | | | 812(6) | $23,970 | | | | | | | | | 1,194(7) | $35,247 | | Bradley A. Henion | 1,653 | — | $20.86 | 4/15/2027 | | | | | | | 1,500 | — | $25.65 | 6/1/2028 | | | | | | | 1,500 | — | $27.25 | 4/30/2029 | | | | | | | | | | | 479(1) | $14,140 | | | | | | | | | 560(2) | $16,531 | | | | | | | | | 658(3) | $19,424 | | | | | | | | | | | 615(4) | $18,155 | | | | | | | | | 479(5) | $14,140 | | | | | | | | | 560(6) | $16,531 | | | | | | | | | 658(7) | $19,424 | | Adom J. Greenland | | | | | 442(1) | $13,048 | | | | | | | | | 560(2) | $16,531 | | | | | | | | | 658(3) | $19,424 | | | | | | | | | | | 545(4) | $16,088 | | | | | | | | | 442(5) | $13,048 | | | | | | | | | 560(6) | $16,531 | | | | | | | | | 658(7) | $19,424 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Time-based restricted stock units granted April 30, 2023 will vest on April 30, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Time-based restricted stock units granted April 30, 2024 will vest on April 30, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Time-based restricted stock units granted April 30, 2025 will vest on April 30, 2028. |
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. Units can vest at specified levels ranging from maximum (125%) to threshold (25%). |
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 Equity 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. Units can vest at specified levels ranging from maximum (125%) to threshold (25%). |
Outstanding Equity Awards at Fiscal Year-End
| (6) ChoiceOne granted performance stock units on April 30, 2024 to a select group of employees under the Equity 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. Units can vest at specified levels ranging from maximum (125%) to threshold (25%). |
Outstanding Equity Awards at Fiscal Year-End
| (7) ChoiceOne granted performance stock units on April 30, 2025 to a select group of employees under the Equity 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. Units can vest at specified levels ranging from maximum (125%) to threshold (25%). |
Director Compensation
Director Compensation The following table provides information concerning the compensation of directors for 2025.
Director Compensation
| | Director Compensation | | | | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Greg L. Armock | $41,500 | $25,625 | $67,125 | | Keith D. Brophy | $40,500 | $25,625 | $66,125 | | Michael (Mike) J. Burke, Jr. | — | — | — | | Harold J. Burns | $40,500 | $25,625 | $66,125 | | Eric (Rick) E. Burrough | $39,000 | $25,625 | $64,625 | | Curt E. Coulter | $40,500 | $25,625 | $66,125 | | Bruce John Essex, Jr. | $39,000 | $25,625 | $64,625 | | Jack G. Hendon(3) | $39,250 | $18,750 | $58,000 | | Randy Hicks, M.D. | $32,500 | $22,292 | $54,792 | | Steven Krause | $31,833 | $22,292 | $54,125 | | Gregory A. McConnell | $45,500 | $25,625 | $71,125 | | Bradley F. McGinnis | $39,000 | $25,625 | $64,625 | | Roxanne M. Page | $41,500 | $25,625 | $67,125 | | Brian Petty | $32,500 | $22,292 | $54,792 | | Kelly J. Potes | — | — | — | | Michelle M. Wendling | $40,500 | $25,625 | $66,125 |
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 2025, Messrs. Armock, Burns, Burrough, Coulter (for two payments), Hicks (for one payment), Krause, McGinnis, and Petty elected to receive 100% of their fees in the form of ChoiceOne stock, Mr. Hicks (for two payments) elected to receive 75% of his fees in the form of ChoiceOne stock, Mr. Brophy received 50% of his fees in the form of ChoiceOne stock, and Ms. Wendling (for one payment) received 25% of her fees in the form of ChoiceOne stock. |
Director Compensation
| (2) Messrs. Burke and Potes have 7,071 and 12,736 stock awards outstanding, respectively, as of December 31, 2025. None of the other directors had stock awards outstanding as of December 31, 2025. |
Director Compensation
| (3) Mr. Hendon resigned from the Board of Directors on July 5, 2025 in accordance with ChoiceOne’s retirement policy for members of the Board of Directors. |
Director Compensation
Director Compensation During 2025, ChoiceOne compensated its non-employee directors with an annual retainer of $39,000 in cash and $25,625 in stock awards. ChoiceOne compensated its Chairman of the Board with an additional $10,000 in cash. ChoiceOne compensated its Committee Chairpersons in cash as follows: $2,500 for the Audit Committee Chairperson, $1,500 for the Personnel and Benefits Committee Chairperson, and $1,500 for the Branching & Acquisition Committee Chairperson. ChoiceOne Bank compensated its Committee Chairpersons in cash 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 their service as a director of ChoiceOne or its subsidiaries.
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 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, 2025. No named executive officer is entitled to any payments or benefits in the event of a change in control absent a qualifying termination.
Potential Payments Upon Termination or Change in Control
| Triggering Event and Payments/Benefits | Kelly J. Potes | Michael J. Burke, Jr. | Bradley A. Henion | Adom J. Greenland | | Change in Control(1)(2) | $1,582,845 | $1,169,720 | $50,095 | $49,003 | | Death(3)(4) | $550,279 | $398,971 | $271,143 | $270,170 | | Disability or Retirement(4) | $82,279 | $43,971 | $26,143 | $25,170 |
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 do not reflect this limitation. |
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. |
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, Mr. Henion, or Mr. Greenland die while still working for ChoiceOne Bank, his respective estate will receive compensation. |
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, outstanding unvested restricted stock units shall become immediately vested 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. |
Pay versus Performance Table
Pay versus Performance Table
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 | Adjusted Net Income(4) | | | | | | | Total Shareholder Return | Peer group Total Shareholder Return(3) | | | | 2025 | $1,181,700 | $983,782 | $627,124 | $550,715 | $116.66 | $196.00 | $28,176,000 | $51,524,000 | | 2024 | $888,391 | $872,366 | $511,960 | $497,066 | $135.60 | $147.85 | $26,727,000 | $27,733,000 | | 2023 | $722,253 | $715,362 | $422,686 | $417,862 | $107.40 | $107.76 | $21,261,000 | N/A |
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 in 2023 and 2024, our Non-PEO NEOs were Mr. Burke, Mr. Henion and Mr. Greenland in 2025. |
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. |
Pay versus Performance Table
| (3) Peer group Total Shareholder Return is for the KBW Nasdaq Bank Index. |
Pay versus Performance Table
| (4) Company selected measure. Net income adjusted to exclude merger-related expenses for merger with Fentura Financial, Inc. |
Pay versus Performance Table
| | PEO | | | Average for Non-PEO NEOs | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Total compensation per Summary Compensation Table (“SCT”) | $1,181,700 | $888,391 | $722,253 | $627,124 | $511,960 | $422,686 | | Less the value of stock grants reported in the SCT, respectively | $260,700 | $157,136 | $94,068 | $106,255 | $66,011 | $40,200 | | 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 | $130,124 | $114,440 | $92,148 | $49,397 | $48,897 | $39,378 | | Plus the change in fair value of prior year awards that are outstanding and unvested as of the end of the covered fiscal year | $(38,899) | $44,951 | $1,955 | $(7,585) | $10,425 | $465 | | 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 | $(28,443) | $(18,280) | $(6,926) | $(11,966) | $(8,205) | $(4,467) | | Compensation actually paid for year shown | $983,782 | $872,366 | $715,362 | $550,715 | $497,066 | $417,862 |
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 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 22% and 19%, respectively, compared to a 26% increase in our TSR over the same time period. From 2024 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 13% and 11%, respectively, compared to a 14% decrease 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 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 22% and 19%, respectively, compared to a 26% increase in our Net Income over the same time period. From 2024 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 13% and 11%, respectively, compared to a 5% increase in our Net Income 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 Adjusted Net Income. From 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 22% and 19%, respectively, compared to a 30% increase in our Adjusted Net Income over the same time period, calculated using Adjusted Net Income for 2024 and Net Income for 2023, since no adjustments were applicable to 2023 Net Income. From 2024 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 13% and 11%, respectively, compared to an 86% increase in our Adjusted Net Income over the same time period.