Derek Williams
About Derek Williams
Derek G. Williams (age 66) is Senior Vice President, Retail Operations and Sales at Consumers Bancorp, appointed to this role in March 2013 after serving as Senior Vice President, Training and Sales Development Officer from July 2011 to March 2013 . He previously held roles as Vice President, Senior Business Banker at Huntington National Bank and Senior Vice President, Chief Deposit Officer at Ohio Legacy Bank; he is a graduate of the Bank Administration Institute (BAI) School, Retail Banking Management, with 47 years of retail/commercial banking experience . As of FY2023, Williams beneficially owned 11,113.182 shares directly and 100 shares indirectly via a child’s account . Company pay-versus-performance data show the value of an initial fixed $100 investment in CBKM at $97.29 in 2023, $95.11 in 2024, and $126.59 in 2025, providing context for TSR over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Consumers Bancorp (Consumers National Bank) | SVP, Retail Operations & Sales | Mar 2013–present | Leads retail operations and sales; deep retail/commercial banking experience referenced by company |
| Consumers Bancorp (Consumers National Bank) | SVP, Training & Sales Development Officer | Jul 2011–Mar 2013 | Built training and sales programs; foundation for retail sales execution |
| Huntington National Bank | Vice President, Senior Business Banker | Not disclosed | Senior business banking leadership experience |
| Ohio Legacy Bank | Senior Vice President, Chief Deposit Officer | Not disclosed | Deposit leadership, retail/commercial breadth |
Performance Compensation
CBKM’s executive incentive program is tied to core corporate financial metrics. For FY2025, targets and results were:
| Metric | Threshold | Target | Maximum | 2025 Actual |
|---|---|---|---|---|
| Net income ($) | 8,654,580 | 8,840,700 | 9,864,360 | 8,667,000 |
| Efficiency ratio (%) | 73.56% | 72.14% | 67.90% | 70.84% |
| Delinquency (%) | 0.72% | 0.88% | 0.92% | 0.19% |
| Gross loans ($) | 759,762,240 | 771,633,525 | 811,204,475 | 813,458,000 |
| Total deposits & customer repos ($) | 994,032,960 | 1,009,564,725 | 1,061,337,275 | 1,052,329,000 |
- RSUs for executive officers and certain senior management were issued July 1, 2024 but did not vest because the Compensation Committee’s performance target (return on average equity) was not achieved; the program uses three-year vesting schedules for RSUs and restricted stock awards when performance is met .
Equity Ownership & Alignment
Historical beneficial ownership and unvested awards reported on Section 16 filings:
| Metric | FY2014 | FY2015 | FY2016 | FY2019 | FY2020 | FY2021 | FY2022 | FY2023 |
|---|---|---|---|---|---|---|---|---|
| Direct common shares (end of FY) | 4,315.544 | 4,239.458 | 3,965.544 | 3,083.551 | 4,404.886 | 6,025.66 | 8,653.77 | 11,113.182 |
| Indirect common shares (child) | — | — | — | — | — | — | 100 | 100 |
| Unvested restricted stock awards (#) | 906.674 | 706.634 | 232.955 | 477 | 786.00 | 1,112 | 1,341 | — (Form 5 disclosed $1,650 in unvested restricted stock value) |
- Anti-hedging/insider trading: CBKM prohibits executive officers/directors from purchasing company stock on margin, engaging in short sales, or buying/selling derivative securities; trading while in possession of MNPI is prohibited .
- No pledging by Williams is disclosed; proxy does not list any pledging for executive officers .
Employment Terms
- Role/tenure: Appointed SVP, Retail Operations & Sales in March 2013; previously SVP, Training & Sales Development (Jul 2011–Mar 2013) .
- Equity vesting: RSUs and restricted stock awards utilize three-year vesting; FY2025 RSUs did not vest due to ROAE target miss .
- Change-in-control/severance: The Salary Continuation Program lists participants (Lober, Wood, Dodds) and associated economics; Williams is not named among SCP agreements, and the company states it is not party to any change-in-control agreements with current named executive officers beyond SCP benefits for those named participants .
- Compensation governance: Compensation Committee members are L’Italien, Paden, Wheeler, and Goris (chair); the committee engaged Blanchard Consulting Group in FY2024 for a market assessment of executive compensation .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say‑on‑Pay (Oct 23, 2025) | For: 1,364,375.0; Against: 5,740.0; Abstentions: 21,938.7; Non‑Votes: 853,875.0 |
| Frequency of Say‑on‑Pay | 1 year: 475,601.4; 2 years: 19,519.1; 3 years: 876,533.0; Abstentions: 20,400.2; Board adopted three‑year frequency |
Investment Implications
- Alignment: Williams’ long tenure and rising direct ownership through time (e.g., 11,113 shares direct in FY2023) suggest meaningful skin‑in‑the‑game at the operating leadership level . Anti‑hedging and margin prohibitions reduce misalignment risk and potential forced selling pressure .
- Incentive design: Executive incentives are tied to profitability, efficiency, credit quality, and balance‑sheet growth; FY2025 metrics show robust delinquency performance and solid loan/deposit growth against targets, with net income near threshold—indicating pay-for-performance linkages that prioritize sound credit and operational efficiency .
- Equity gating: RSUs failed to vest for FY2025 due to ROAE underperformance, a stringent gate that curtails near‑term equity windfalls and reduces insider selling pressure from new vesting events .
- Retention/exit economics: SCP benefits and change‑of‑control payouts are disclosed only for named participants (CEO, CFO, Senior Loan Officer); absence of disclosed special severance for Williams implies limited parachute exposure at his level, lowering adverse surprise risk around transitions .
- Shareholder stance: Strong Say‑on‑Pay support and adoption of a three‑year vote cadence suggest investors view CBKM’s compensation framework favorably, benefiting stability of compensation governance across the team Williams operates within .