Bradley Goris
About Bradley Goris
Independent director since January 2011; age 71 as of the 2025 proxy. Background includes insurance agency leadership (retired agent at Goris-Meadows; past VP at A.A. Hammersmith Insurance) and current real estate management (managing member, Goris Properties, LLC). Serves as Chairman of the Compensation Committee; independent and long-tenured community bank director with committee experience across compensation, governance, asset/liability, risk, and executive matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goris-Meadows Insurance Agency (Alliance, OH) | Retired Agent | Not disclosed | Insurance and local market experience |
| A.A. Hammersmith Insurance Agency (Massillon, OH) | Past Vice-President | Not disclosed | Insurance operations leadership |
| Goris Properties, LLC (Alliance, OH) | Managing Member | Current | Family real estate development/management; local business perspective |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Goris Properties, LLC | Managing Member | Private | Real estate development/management |
| Public company boards | None disclosed | — | No other public company directorships disclosed |
Board Governance
- Independence: Board determined all directors except the CEO (Lober) are independent; Goris is independent .
- Committee assignments (FY2025): Chairman – Compensation; Member – Corporate Governance/Nominating, Asset/Liability, Executive (appointed January 2025) .
- Attendance: Boards of Consumers Bancorp and Consumers National Bank each held 12 meetings in FY2025; all directors attended at least 75% of Board and committee meetings. All Board members attended the 2024 Annual Meeting of Shareholders .
- Risk oversight and governance charters: Compensation and Audit Committee charters available on company website; Board uses separated Chair/CEO structure and committee-based risk oversight .
- Compensation committee composition and independence (FY2025): L’Italien, Paden, Wheeler, and Goris (chair); all independent .
- Director fee benchmarking: Peer analysis by Blanchard Consulting Group in FY2024 used to set director retainers/committee fees .
Fixed Compensation
- Structure (effective Jan 1, 2024 and continuing in FY2025): Quarterly Board retainer ($6,250 for non-employee directors; Chairman $9,250; Vice Chairman $8,500) plus quarterly committee fees (Member: Asset/Liability $1,000; Audit $1,250; Compensation $1,000; Corporate Governance/Nominating $750; Executive $1,000; Loan $2,000; Risk & Technology $1,000; Chair: Asset/Liability $1,500; Audit $1,250; Compensation $1,250; Corporate Governance/Nominating $1,000; Executive $1,000, included in Vice Chair’s retainer; Loan $2,500; Risk & Technology $1,250) .
| Fiscal Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 | 35,000 | — | 35,000 |
| FY2025 | 37,000 | 16,528 | 53,528 |
Performance Compensation
- Director equity plan mechanics:
- FY2024: Under the Amended and Restated 2010 Omnibus Incentive Plan, stock awards to directors required achieving a Compensation Committee–selected performance target (Return on Average Equity). RSUs issued July 1, 2023 did not vest because the performance target was not achieved .
- FY2025: Restricted stock units were issued July 1, 2024 and settled June 30, 2025 for directors who met attendance requirements (time/attendance-based, not ROAE) .
| Grant/Performance Year | Award Type | Grant Date | Vesting/Settlement Basis | Outcome | Reported FV ($) |
|---|---|---|---|---|---|
| FY2024 | RSUs | 2023-07-01 | ROAE target (Comp Committee) | Not vested (target not achieved) | — |
| FY2025 | RSUs | 2024-07-01 | Attendance requirement; settled 2025-06-30 | Vested/settled | 16,528 (for Goris) |
Signal: Shift from performance-conditioned director RSUs (FY2024) to attendance-based RSUs (FY2025) reduces performance linkage for director equity. This is common for director pay (focus on time/effort), but investors focused on pay-for-performance may view the change as modestly less aligned than performance-conditioned awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public-company boards or interlocks disclosed |
Expertise & Qualifications
- Domain experience: Insurance agency operations and regional market knowledge; private real estate management .
- Board qualifications: Long-tenured independent director, Chairman of Compensation Committee; supports community bank philosophy and local service/nonprofit engagement .
- Education: Not disclosed .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | Notes | Percent of Common Shares |
|---|---|---|---|
| 2024-08-30 | 16,814 | Includes 14,503 shares owned jointly with family members | <1% (asterisk) |
| 2025-08-29 | 22,389 | Includes 22,389 shares owned jointly with family members | <1% (asterisk) |
- Shares outstanding at record date: 3,123,588 (FY2024) and 3,144,775 (FY2025) .
- Pledging/hedging: Insider Trading Policy prohibits margin purchases, short sales, and derivative transactions by directors .
- Options/RSUs outstanding for directors: Not applicable; director equity grants in FY2025 were RSUs settled in FY2025; no ongoing director option balances disclosed .
Insider Trades
| Filing/Transaction Date | Form | Transaction | Notes |
|---|---|---|---|
| Feb 2025 (filing) | Form 4 | Purchase of common stock | One Form 4 for Mr. Goris was unintentionally filed late, reporting a purchase of shares; quantities/prices not disclosed in proxy |
Attempted to fetch full Form 4 details via the insider-trades skill, but the data source returned unauthorized (401). Proxy statement disclosure above is the most reliable available record at this time .
Governance Assessment
-
Strengths:
- Independent, long-tenured director; chairs the Compensation Committee; committee is fully independent .
- Solid engagement/attendance: ≥75% Board/committee attendance; participated in 2024 Annual Meeting .
- Ownership alignment: Increased beneficial ownership from 16,814 to 22,389 shares YoY; director equity grants ensure directors are shareholders .
- Director fee benchmarking and transparent committee charters; use of external consultants (Blanchard) for fee competitiveness .
-
Watch items / red flags:
- Late Section 16(a) Form 4 filing in Feb 2025 (administrative lapse). The transaction was a purchase (positive alignment), but late filing is a minor compliance flag .
- Director equity structure shifted to attendance-based RSUs in FY2025 (reduced performance conditioning vs FY2024’s ROAE-based framework). Typical for directors, but pay-for-performance purists may prefer performance-linked criteria .
- Potential related-party exposure via private real estate operations (Goris Properties, LLC) is inherent to background, though no related-party transactions involving Mr. Goris were disclosed; company reviews such transactions with non-interested directors when they arise .
-
Shareholder sentiment signal:
- Say-on-Pay (FY2025) passed comfortably (For: 1,364,375; Against: 5,740; Abstentions: 21,939; Non-votes: 853,875), and shareholders preferred a triennial frequency for advisory votes (3 years received 876,533 votes) .
Overall: Governance profile is stable with strong committee leadership and engagement. Minor compliance lapse (late Form 4) should be addressed to maintain investor confidence; continued transparency on director equity design and any potential related-party interactions will be important for alignment-focused shareholders .