David Bickerton

About David R. Bickerton

David R. Bickerton (age 37) joined the Boards of Consumers Bancorp, Inc. and Consumers National Bank in March 2025; he is an independent director serving on the Asset/Liability, Audit, and Risk & Technology Committees. Bickerton is President and owner of MDH Investment Management, Inc., a registered investment advisory firm; he holds a BS in Business Administration from Miami University and a FINRA Series 66 license. He was nominated as a Class I director for re‑election at the October 23, 2025 annual meeting to serve until the 2028 annual meeting (subject to shareholder approval).

Past Roles

No prior professional roles beyond his current MDH Investment Management leadership were disclosed in the proxy.

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO (Mr. Lober) are independent under NASDAQ rules; Bickerton is independent.
• Board/committee attendance: In FY2025, Consumers Bancorp and Consumers National Bank each held 12 Board meetings; all directors attended at least 75% of Board and committee meetings.
• Annual meeting engagement: All Board members attended the 2024 Annual Meeting of Shareholders.
• Board leadership: Chair and CEO roles are separated, enabling stronger oversight of management.

Fixed Compensation

• Structure: Director pay comprises a quarterly retainer plus committee fees, targeting market median (50th percentile) of regional peers (peer study by Blanchard Consulting Group in FY2024).
• Retainers per quarter: Chair $9,250; Vice Chair $8,500; each non‑employee director $6,250.
• Committee fees per quarter (cash):

• Denotes committee chaired by an employee of the Company; ** Chair compensation included in Vice Chairman’s retainer.

Performance Compensation

• FY2025 RSU program: Restricted stock units were issued on July 1, 2024 and settled on June 30, 2025, contingent on meeting attendance requirements.
• FY2024 RSU program (context): RSUs granted July 1, 2023 carried a Return on Average Equity (ROAE) performance target; target was not achieved, so units did not vest (illustrates program’s at‑risk equity in prior year).

Compensation governance note: The shift from ROAE‑based vesting in FY2024 to attendance‑based RSUs in FY2025 reduces performance linkage for directors but maintains shareholder alignment via equity ownership.

Other Directorships & Interlocks

Expertise & Qualifications

• Investment management and financial oversight experience as President/Owner of a registered investment advisory (MDH Investment Management, Inc.).
• BS in Business Administration (Miami University) and FINRA Series 66 license (regulatory/financial credential).
• Committee exposure across ALCO (asset/liability oversight), Audit (financial reporting/internal controls), and Risk & Technology (ERM and information security), supporting board effectiveness in core bank risk domains.

Equity Ownership

• Insider Trading Policy: Directors are prohibited from purchasing Company common stock on margin, engaging in short sales, or buying/selling derivative securities (anti‑hedging).
• Pledging/Hedging: Policy prohibits margin purchases and derivatives; no pledging by Bickerton is disclosed in the ownership table.
• Form 4/Insider trades: Our search found no Form 4 filings returned for CBKM; the Company disclosed one late Form 4 in FY2025 for another director (Mr. Goris), with otherwise compliant Section 16(a) filings.

Shareholder Support Signals

• Say‑on‑Pay (advisory) 2025: For 1,364,375.0; Against 5,740.0; Abstentions 21,938.7; Non‑Votes 853,875.0. Frequency vote favored every 3 years (Board adopted triennial).

Related‑Party Transactions and Conflicts

• General policy: Loans and transactions with directors/officers are on substantially the same terms as for unrelated parties and do not involve more than normal collectability risk or unfavorable features; non‑interested directors review any related party transactions for independence impacts and arm’s‑length terms.
• Disclosed engagements: The Company used services of Kiko Auctioneers and Kiko Real Estate Brokerage (another director’s affiliations) with value of services < $120,000 in FY2024 and FY2025. No Bickerton‑specific related party transactions disclosed.

Governance Assessment

• Strengths

  • Independent director with complementary financial and risk oversight exposure (ALCO, Audit, Risk & Technology), reinforcing core bank governance areas.
  • Strong shareholder support at 2025 election (low withhold votes), signaling investor confidence.
  • Equity ownership and RSU participation link director interests to shareholders; anti‑hedging policy enhances alignment.

• Watch‑items

  • RSU condition in FY2025 tied to attendance rather than financial performance (a shift from FY2024 ROAE target), potentially diluting pay‑for‑performance for directors; monitor future equity design.
  • Beneficial ownership is modest (<1%); while typical for small‑cap banks, ongoing monitoring of ownership guideline disclosures and any pledging/hedging updates is warranted (no explicit director ownership guidelines disclosed in the proxy sections reviewed).

• Engagement/Attendance

  • Board and committees met frequently in FY2025; all directors met ≥75% attendance thresholds, and Bickerton serves on three active committees, indicating engagement.

• Compliance and Controls

  • Audit Committee chaired by a designated “financial expert” and independence standards affirmed; Section 16(a) compliance largely achieved with one late Form 4 by another director.

Overall, Bickerton adds investment and risk oversight capabilities across key committees, with solid shareholder support and standard small‑cap bank director compensation/ownership alignment; monitor future director equity design for performance linkage and any emerging related‑party exposures.