Frank Paden
About Frank L. Paden
Frank L. Paden (age 74) is Chairman of the Boards of Consumers Bancorp, Inc. and Consumers National Bank (appointed January 2024) and has served as a director since July 2013; he is classified as an independent director and currently serves on the Loan, Compensation, and Executive Committees . He previously spent ~40 years at Farmers National Bank of Canfield, including President & CEO (1996–2010) and Executive Chairman (2010–Sep 2011) before retiring; he brings extensive financial and banking expertise . He is nominated as a Class I director for a shortened term ending 2026 due to the company’s mandatory retirement age policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmers National Bank of Canfield | President & CEO | 1996–2010 | Led the institution; extensive financial expertise |
| Farmers National Bank of Canfield | Executive Chairman | 2010–Sep 2011 | Retired September 2011 |
| Farmers National Bank of Canfield | Various executive positions | ~40 years | Deep banking operations and finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mahoning County Agriculture Society’s Canfield Fair | Treasurer | Current | Community leadership |
| Circle of Friends Foundation | Trustee | Current | Non-profit governance |
| Children’s Circle of Friends | Vice President | Current | Non-profit leadership |
Board Governance
- Independent director; the board determined all directors except the CEO (Lober) are independent under NASDAQ rules .
- Chairman of the Board; board leadership is separated from the CEO role, with the board endorsing separation to enhance oversight .
- Class I nominee with term ending 2026 due to mandatory retirement age policy (others in Class I run through 2028), flagging near‑term leadership transition planning .
- Board and committee engagement: the board held 12 meetings in FY2025; all directors attended at least 75% of board and committee meetings on which they served .
- Committee assignments and activity:
- Loan Committee: member; committee met 26 times in FY2025 .
- Executive Committee: member; committee met 3 times in FY2025 .
- Compensation Committee: member (chair is Bradley Goris); FY2025 meeting count not disclosed in proxy .
- Insider trading policy prohibits margin purchases, short sales, and derivative transactions for directors, supporting alignment and risk control .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Loan | Member | 26 |
| Executive | Member | 3 |
| Compensation | Member | n/a (not disclosed) |
Fixed Compensation
- The board shifted director pay structure to quarterly retainers and committee fees effective January 1, 2024 (from per-meeting fees), targeting market median via Blanchard peer analysis .
- Chairman board retainer: $9,250 per quarter .
- Committee member fees per quarter for Paden’s committees: Loan ($2,000), Compensation ($1,000), Executive ($1,000) .
| Item | Amount | Period |
|---|---|---|
| Board retainer (Chairman) | $9,250 per quarter | FY2025 policy |
| Committee member fee – Loan | $2,000 per quarter | FY2025 policy |
| Committee member fee – Compensation | $1,000 per quarter | FY2025 policy |
| Committee member fee – Executive | $1,000 per quarter | FY2025 policy |
| Fees earned in cash (total) | $53,000 | FY2025 |
| Stock awards (fair value) | $16,528 | FY2025 |
| Total director compensation | $69,528 | FY2025 |
Performance Compensation
- Director equity is delivered via restricted stock units (RSUs) tied to meeting attendance, not to financial performance metrics .
- RSUs were issued July 1, 2024 and settled June 30, 2025; all non‑employee directors also received RSUs in July 2025 that will vest in June 2026 if attendance requirements are met .
| Equity Instrument | Grant Date | Vest/Settlement Date | Condition | FY2025 Value ($) |
|---|---|---|---|---|
| RSUs (directors) | Jul 1, 2024 | Jun 30, 2025 | Minimum attendance requirement | $16,528 |
| RSUs (directors) | Jul 2025 | Jun 2026 | Minimum attendance requirement | n/a (pending) |
Performance metric framework (directors): Attendance requirement for RSU vesting; no TSR/financial metrics disclosed for director equity .
Other Directorships & Interlocks
| Company/Organization | Role | Type | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Based on biography and director profile; no other public boards noted |
Expertise & Qualifications
- Extensive financial and banking expertise from multi‑decade career, including President & CEO and Executive Chairman roles at Farmers National Bank of Canfield .
- Active community leadership roles (treasurer/trustee/VP) demonstrating civic engagement and governance experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Shares |
|---|---|---|
| Frank L. Paden | 11,770 | * (<1%) |
- Denotes less than one percent of outstanding shares .
Additional alignment policies:
- Anti‑hedging: directors are prohibited from margin purchases, short sales, and derivatives on company stock .
- Pledging policy: no explicit pledge prohibition disclosed in the proxy; not discussed beyond anti‑hedging .
Governance Assessment
- Strengths: Independent Chairman separate from CEO supports oversight; deep banking experience enhances committee effectiveness (Loan, Compensation, Executive) . RSUs and personal share ownership (11,770 shares) provide alignment; anti‑hedging policy reduces misalignment risk . Board/committee cadence indicates active oversight (12 board meetings; high Loan Committee activity) with directors meeting at least the 75% attendance threshold .
- Watch items: Mandatory retirement age shortens his re‑election term to 2026, signaling near‑term leadership transition planning requirements . Director pledge policy is not disclosed; absence of specificity may limit transparency versus best practices .
- Conflicts: No related‑party transactions disclosed involving Paden; ordinary‑course director/officer loans follow market terms; Section 16(a) compliance noted with a late Form 4 for another director (Goris) but no exceptions reported for Paden .
Overall signal: Paden’s independence, experience, and chairmanship support investor confidence, while the shortened term under mandatory retirement policy flags succession considerations that the board should address proactively .