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John Parkinson

About John W. Parkinson

John W. Parkinson (age 60) has served as an independent director of Consumers Bancorp, Inc. (CBKM) and Consumers National Bank since January 1, 2020. He is President and Chief Compliance Officer of Appalachian Capital Management Ltd., which he founded in 1990. Parkinson holds a Bachelor of Science degree from The Ohio State University and is a Certified Financial Planner. He is currently Chairman of the Board’s Risk & Technology Committee and serves on the Loan, Asset/Liability, and Corporate Governance/Nominating Committees .

Past Roles

OrganizationRoleTenureCommittees/Impact
Peoples Bancorp of Mt. Pleasant, Inc.Board Member (former)Since 2005 (end date not disclosed)Community bank board experience prior to CBKM appointment
Appalachian Capital Management Ltd.Founder, President & Chief Compliance OfficerFounded 1990; ongoingRegistered investment adviser leadership; compliance expertise

External Roles

OrganizationRoleTenureNotes
Appalachian Capital Management Ltd.President & Chief Compliance Officer1990–presentFounder; provides money management for individuals, trusts, non-profits, and corporations

Board Governance

  • Independence: The Board determined all directors except the CEO (Mr. Lober) are independent; Parkinson is independent .
  • Attendance: In FY2025, the Board (and Consumers National Bank) held 12 meetings; all directors attended at least 75% of Board and committee meetings; all Board members attended the 2024 Annual Meeting of Shareholders .
  • Re-election: Class I nominee in 2025; shareholder votes for Parkinson were 1,358,685.7 For vs. 33,368.0 Withheld on Oct 23, 2025 .
  • Committee assignments and FY2025 engagement:
    • Risk & Technology Committee – Chair; met 4 times .
    • Loan Committee – Member; met 26 times .
    • Asset/Liability Committee – Member; met 3 times .
    • Corporate Governance/Nominating Committee – Member (appointed January 2025); met 3 times .
    • Prior service: Audit Committee through November 2023 .

Fixed Compensation

MetricFY2024FY2025
Fees earned or paid in cash ($)$39,400 $43,500
Total ($)$39,400 $60,028

Director cash fee schedule (per quarter) and committee fees (FY2025):

  • Quarterly director retainer: Chairman $9,250; Vice Chairman $8,500; Non-employee director $6,250 .
  • Committee fees per quarter: Asset/Liability Chair $1,500/Member $1,000; Audit Chair $1,250/Member $1,250; Compensation Chair $1,000/Member $1,000; Corporate Governance/Nominating Chair $1,000 (included in Vice Chair retainer)/Member $750; Executive Chair $1,000 (included in Vice Chair retainer)/Member $1,000; Loan Chair $2,500/Member $2,000; Risk & Technology Chair $1,250/Member $1,000 .

Performance Compensation

ElementFY2024FY2025
Director Stock Awards (RSUs)RSUs granted July 1, 2023 with ROAE performance target; will not vest as target not achieved (stock awards $0) RSUs issued July 1, 2024, attendance-based, settled June 30, 2025; Parkinson stock awards $16,528

Compensation structure for directors targets the market median (50th percentile) of peer banks; peer analysis by Blanchard Consulting Group was used to set retainers and fees .

Other Directorships & Interlocks

CompanyPublic?RolePotential Interlock
Peoples Bancorp of Mt. Pleasant, Inc.Not disclosedFormer director (since 2005) None disclosed
Appalachian Capital Management Ltd.PrivateFounder, President & CCO None disclosed

Expertise & Qualifications

  • Certified Financial Planner and BS degree; long-tenured investment and compliance experience .
  • Risk oversight: Chairs Risk & Technology Committee with responsibility for enterprise risk management, information security program oversight, vendor management, and business resumption planning .
  • Credit and balance sheet oversight: Member of Loan Committee (credit risk approval and monitoring) and Asset/Liability Committee (liquidity, capital, interest rate risk) .

Equity Ownership

MetricFY2024FY2025
Beneficial ownership (shares)21,980 26,167
Percent of common shares<1% (*) <1% (*)
Included in 2025 totalIncludes 5,890 shares owned by family members

(*) Denotes less than one percent of outstanding shares .

Anti-hedging/pledging: The Insider Trading Policy prohibits margin purchases, short sales, and derivatives for directors; no pledging disclosures identified for Parkinson .

Say-on-Pay & Shareholder Feedback

Vote Item (Oct 23, 2025)ForAgainstAbstentionsNon-Votes
Advisory vote on NEO compensation1,364,375.05,740.021,938.7853,875.0
Frequency of say-on-pay1 Year: 475,601.42 Years: 19,519.13 Years: 876,533.020,400.2

Board set the future say-on-pay vote to occur every three years .

Director election results (Oct 23, 2025):

  • John W. Parkinson: For 1,358,685.7; Withheld 33,368.0; Non-Votes 853,875.0 .

Governance Assessment

  • Committee leadership and engagement: Parkinson chairs Risk & Technology and serves on multiple risk and credit-related committees, indicating active board oversight of key risk domains (IT/security, ERM, liquidity, interest rate risk, credit) .
  • Independence and attendance: Classified independent; Board and committee attendance thresholds met; strong annual meeting participation in 2024 supports engagement .
  • Ownership alignment: Holds 26,167 shares (<1%); RSU awards create alignment, though FY2024 director RSUs tied to ROAE did not vest, shifting to an attendance-based grant in FY2025 (performance linkage reduced for directors) .
  • Compensation structure: Cash fees and equity at market median; transparent committee fee schedule; no director-specific cash bonuses; 2025 stock awards of $16,528 for Parkinson .
  • Conflicts/related-party exposure: No related-party transactions disclosed involving Parkinson; general related-party procedures described, and limited transactions disclosed for other directors (e.g., Kiko) under materiality thresholds .
  • Risk indicators: No legal proceedings or SEC investigations disclosed relating to Parkinson; Section 16(a) compliance noted with a single late Form 4 for another director; anti-hedging provisions in place .

Red Flags to Monitor

  • Shift from ROAE-linked director RSUs in FY2024 (did not vest) to attendance-conditioned RSUs in FY2025 may dilute pay-for-performance signal for directors; monitor future proxy for reinstatement of performance metrics for director equity .
  • No explicit director stock ownership guideline disclosure; absence reduces clarity on required “skin-in-the-game” thresholds for directors .

Overall, Parkinson’s independence, risk oversight leadership, prior audit committee experience (through Nov 2023), and consistent engagement support board effectiveness. The move to attendance-based director equity in FY2025 is a governance nuance to track for performance alignment in future cycles .