Ann Gano

About Ann M. Gano

Ann M. Gano (age 55) is an independent director of Consumers Bancorp, Inc. (CBKM) and Consumers National Bank, appointed in January 2023; she serves as Audit Committee Chair and is designated the Board’s “financial expert.” She is a Certified Public Accountant and owner of Keeping Tabs, Inc. (New Philadelphia, OH), with degrees from Kent State University and The Ohio State University Agricultural Technical Institute. She sits on multiple local nonprofit boards; the company has determined all directors except the CEO are independent under NASDAQ rules, and all directors attended at least 75% of Board and committee meetings in FY2025; all board members attended the 2024 Annual Meeting.

Past Roles

No prior corporate roles beyond her current practice were disclosed in the proxy statements; skip if not disclosed.

External Roles

Board Governance

• Board leadership: Chairman and CEO roles are separated; Board affirms this structure allows CEO to focus on operations.
• Insider trading/anti-hedging: Directors prohibited from short sales, margin purchases, and derivatives.

Fixed Compensation

Notes:

• Prior to Jan 1, 2024, directors received per-meeting fees; CBKM moved to quarterly retainers and committee fees effective Jan 1, 2024.

Performance Compensation

Other Directorships & Interlocks

• Related-party transactions: CBKM reports routine director/officer banking transactions on market terms; specific disclosures in FY2024–FY2025 involve other directors (e.g., Kiko Auctioneers, Furey Holdings), not Ms. Gano.
• Review protocol: Non-interested directors evaluate any related-party transactions for independence impacts and market comparability.

Expertise & Qualifications

• Certified Public Accountant; owner/operator of a CPA firm.
• Designated Audit Committee “financial expert” under SEC rules; chairs Audit Committee.
• Experience in risk oversight via Risk & Technology Committee; ALCO member.

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with CPA credentials; serves as Audit Chair and SEC-defined financial expert—supports robust oversight of financial reporting and controls.
  • Consistent committee engagement (Audit, ALCO, Risk & Tech) with documented meeting cadence; Board/committee attendance ≥75%.
  • Director pay structure balances cash retainers with equity RSUs; 2025 RSUs contingent on attendance (alignment), and 2024 equity tied to ROAE did not vest (discipline).
  • Shareholder signals: 2024 re-election received strong support (For 1,233,729.7; Withheld 15,232.2); 2025 say-on-pay approval was high (For 1,364,375; Against 5,740; Abstentions 21,938.7); frequency set to triennial (3 years).

• Watch items

  • No explicit director stock ownership guidelines or compliance status disclosed for directors; alignment relies on RSU grants and personal shareholding.
  • No disclosure of executive session frequency; continued monitoring advisable given bank regulatory environment.
  • Related-party exposures exist at board level (other directors), though none attributed to Ms. Gano; policy oversight remains critical.

• RED FLAGS

  • None identified specific to Ms. Gano: no late Section 16 filings noted for her, no related-party transactions involving her, no hedging/pledging exceptions disclosed.

Shareholder Voting Outcomes (signal)

Director Compensation Mix (Ann M. Gano) – Trend

This profile indicates strong audit and risk oversight credentials, independent status, and improving equity alignment through director RSUs, with no disclosed conflicts tied to Ms. Gano. Continued monitoring should focus on any future related-party matters at the board level and disclosure around director ownership guidelines.