Joseph Gerzina
About Joseph A. Gerzina
Independent director appointed July 2024; elected by shareholders October 24, 2024 for a term expiring in 2027. Age 69 (2025) with a 40-year banking career; former Regional President and Chief Lending Officer at Farmers National Bank of Canfield (west market area: Stark, Wayne, Medina, Cuyahoga counties). Education: B.A. in Business Administration (Capital University) and graduate of the Stonier School of Banking (University of Delaware). Committee memberships: Audit, Loan, Corporate Governance/Nominating. Independence affirmed under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmers National Bank of Canfield | Regional President & Chief Lending Officer (west market area) | ~2011–Apr 2022 | Senior management oversight of lending; regional leadership in Stark, Wayne, Medina, Cuyahoga counties (Ohio) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stark County Port Authority | Director | Current | Local economic development; governance role |
| Stark County Catholic Schools | Director | Current | Non-profit board service |
Board Governance
- Committees: Audit (member), Loan (member), Corporate Governance/Nominating (member); not a chair.
- Attendance and independence: All directors attended at least 75% of board/committee meetings in FY2024 and FY2025; all directors except CEO Lober are independent. All board members attended the 2024 Annual Meeting of Shareholders.
- Board meeting cadence: Consumers Bancorp and Consumers National Bank each held 12 board meetings in FY2024 and FY2025.
- Committee workload (meeting frequency):
- Loan Committee: 27 meetings (FY2024); 26 meetings (FY2025).
- Audit Committee: 5 meetings (FY2024); 5 meetings (FY2025).
- Corporate Governance/Nominating: 4 meetings (FY2024); 3 meetings (FY2025).
- Shareholder election results (Oct 24, 2024): For Gerzina 1,225,259 votes; 23,703 withheld; strong support for Class III directors.
Fixed Compensation
- Structure (effective Jan 1, 2024): Quarterly board retainer plus quarterly committee compensation; meeting fees replaced by retainers. Chairman $9,250/quarter; Vice Chairman $8,500/quarter; non-employee directors $6,250/quarter. Committee compensation per quarter: Audit (Chair $1,250; Member $1,250), Loan (Chair $2,500; Member $2,000), Corporate Governance/Nominating (Chair $1,000; Member $750), Executive (Chair $1,000; Member $1,000), Asset/Liability (Chair $1,500; Member $1,000), Risk & Technology (Chair $1,250; Member $1,000).
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Joseph A. Gerzina (FY2025) | 41,000 | 16,528 | 57,528 |
Performance Compensation
- Director equity program (FY2025): RSUs issued July 1, 2024; settled June 30, 2025 contingent on meeting attendance requirements (no performance metric). Gerzina’s stock awards fair value: $16,528.
- Prior board-wide equity framework:
- FY2024: RSUs issued July 1, 2023 tied to return on average equity (ROAE) target; target not achieved, so units did not vest (Gerzina joined in July 2024; context only).
- FY2023: Stock awards tied to ROAE and median stock price to tangible book value (OTC peers); awards granted Oct 27, 2022; RSUs issued Oct 27, 2022 with partial vesting after June 30, 2023 upon target achievement (board-wide context).
| Year | Grant Type | Grant Date | Vesting Condition | Performance Metric | Outcome | Stock Awards ($) – Gerzina |
|---|---|---|---|---|---|---|
| FY2025 | RSUs | Jul 1, 2024 | Attendance requirement; settled Jun 30, 2025 | None (attendance gate) | Vested/settled | 16,528 |
| FY2024 (board-wide) | RSUs | Jul 1, 2023 | Performance-contingent | ROAE | Not achieved; no vest | — |
| FY2023 (board-wide) | Stock awards + RSUs | Oct 27, 2022 | Performance-contingent | ROAE; median stock price to TBV (OTC peers) | Achieved (awards granted); RSUs partially vested after Jun 30, 2023 | — |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Stark County Port Authority | Public Agency | Director | None with CBKM disclosed |
| Stark County Catholic Schools | Non-profit | Director | None with CBKM disclosed |
- No public company directorships disclosed.
Expertise & Qualifications
- Banking: 40 years in regional/local banks; senior management roles including Senior Vice President, Regional President, Chief Lending Officer.
- Education: B.A. Business Administration (Capital University); Stonier School of Banking graduate.
- Board-relevant skills: Credit risk oversight and loan administration experience; aligns with Loan Committee duties.
Equity Ownership
| As-of | Instrument | Amount | Ownership Form | Percent of Shares Outstanding |
|---|---|---|---|---|
| Jul 11, 2024 (Form 3) | Common Stock | 3,000 | Direct (D) | — |
| Aug 30, 2024 (Proxy) | Common Stock | 3,000 | Noted in proxy | <1% (*) |
| Aug 29, 2025 (Proxy) | Common Stock | 5,033 | Noted in proxy | <1% (*) |
- Insider trading policy prohibits margin purchases, short sales, and derivative transactions by directors (alignment-positive).
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Jul 11, 2024 | Form 3 | Initial statement of beneficial ownership: 3,000 common shares, Direct (D). |
Governance Assessment
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Strengths
- Independence and multi-committee service (Audit, Loan, Corporate Governance/Nominating) align with his credit/lending background; committee meeting intensity (Loan: 26 in FY2025; Audit: 5; Nominating: 3) suggests active oversight.
- Attendance: Board and committees maintained at least 75% attendance in FY2024–FY2025; 12 board meetings each year; full attendance at 2024 Annual Meeting.
- Shareholder support: Elected with 1,225,259 “For” votes vs 23,703 withheld in Oct 2024—confidence signal.
- Anti-hedging policy reduces misalignment risk (no margin/shorts/derivatives).
-
Watch items / RED FLAGS
- Shift in director equity from performance-based (ROAE/TBV metrics in prior years) to attendance-based RSUs for FY2025 reduces pay-for-performance linkage for directors; Gerzina’s FY2025 stock awards were contingent only on attendance.
- No disclosed director stock ownership guidelines; while equity grants aim to create alignment, absence of formal guidelines may limit minimum ownership expectations.
- Related-party transactions policy notes ordinary-course loans to insiders on market terms; no unfavorable features disclosed—no specific issues involving Gerzina identified. Continued monitoring recommended.
-
Conflicts/Related-party exposure
- No related-party transactions disclosed for Gerzina; board reviews any interested transactions with non-interested directors and independence impact.