Kim Chuckalovchak
About Kim Chuckalovchak
Kim K. Chuckalovchak (age 54) is Senior Vice President and Chief Information Officer (CIO) at Consumers Bancorp/Consumers National Bank, appointed to CIO in November 2020. She joined the bank in July 2005, was promoted to Vice President, Information Technology Manager in January 2016, and previously served as a Lotus Notes Developer at Emergency Medicine Physicians (Canton). She holds an associate degree in Computer Science from Stark State College, is a member of FS-ISAC and InfraGard, sits on the Advisory Committee to the Board of the Northern Ohio InfraGard Chapter, and holds Secure Banking Solutions certifications (Certified Banking Security Technology Professional; Certified Banking Security Executive) . As context for enterprise performance during her tenure, FY2025 net income was $8.667 million and the company’s Pay-vs-Performance TSR value (initial $100) was $126.59, reflecting improved shareholder returns versus FY2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Consumers Bancorp/Consumers National Bank | SVP, Chief Information Officer | Nov 2020–Present | Enterprise IT and cybersecurity leadership consistent with CIO responsibilities . |
| Consumers Bancorp/Consumers National Bank | VP, Information Technology Manager | Jan 2016–Nov 2020 | Led IT management responsibilities . |
| Consumers Bancorp/Consumers National Bank | Information Technology Department (progressive roles) | Jul 2005–Jan 2016 | Core IT contributor supporting bank operations . |
| Emergency Medicine Physicians (Canton) | Lotus Notes Developer | Pre-2005–2005 | Application development prior to joining the bank . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| InfraGard (Northern Ohio Chapter) | Advisory Committee to Board of Directors | Current | Cybersecurity community liaison to public–private partnership . |
| FS-ISAC | Member | Current | Financial sector information sharing for cyber threat intelligence . |
Fixed Compensation
- Executive program design: Base salary is the primary component; compensation targets the midpoint of a peer group, with adjustments for company performance, role contributions, and succession considerations .
- Independent consultant: Blanchard Consulting Group reviewed executive compensation structure in FY2024 to align with peers (base, incentive, benefits) .
- Note: Kim is an executive officer but not a named executive officer (NEO) in the proxy; specific salary or bonus amounts for her are not disclosed in the Summary Compensation Table (which covers the CEO, CFO, and Senior Loan Officer) .
Performance Compensation
Annual cash incentive metrics (company-level design used for NEOs)
| Metric | Threshold | Target | Maximum | FY2025 Actual |
|---|---|---|---|---|
| Net income ($) | $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 | $813,458,000 |
| Total deposits and customer repos ($) | $994,032,960 | $1,009,564,725 | $1,061,337,275 | $1,052,329,000 |
- Payout architecture for NEOs: CEO payout opportunity tied to these measures ranged from 14%–50% of salary; CFO and Senior Loan Officer 11%–40% of salary .
- The Compensation Committee retains discretion but made no discretionary awards in FY2025 .
- Note: The CIO’s specific cash incentive target/actual is not disclosed; the above shows company-level metrics used for NEOs .
Equity incentives (executive officers)
| Plan element | Performance metric | Grant/measurement timing | Vesting design | FY outcome |
|---|---|---|---|---|
| Restricted Stock Units (executive officers) | Return on Average Equity (ROAE) | RSUs issued Jul 1, 2024 for FY2025 | After performance met, 25% at end of performance period, remainder 25% per year over 3 years (executive management) | ROAE target not achieved; RSUs will not vest |
| Restricted Stock Units (executive officers) | Return on Average Equity (ROAE) | RSUs issued Jul 1, 2023 for FY2024 | Same structure as above | ROAE target not achieved; RSUs did not vest |
Vesting mechanics (from 10-K):
- Restricted stock awards (RSAs): issued after performance targets are achieved; some vest fully at grant; others vest 25% at grant, then 25% annually over three years; dividends accrue and are reinvested; forfeitable if not vested .
- RSUs: begin to vest after performance targets are achieved; senior management awards may be 100% vested at end of measurement period; for executive management, 25% at performance end and 25% annually over three years .
Equity Ownership & Alignment
- Anti-hedging: Executive officers and directors are prohibited from purchasing company stock on margin, engaging in short sales, or trading derivatives on company stock under the Insider Trading Policy .
- Beneficial ownership disclosure: The proxy discloses directors/NEOs individually and the group total; as of Aug 29, 2025, all directors and executive officers as a group (17 persons) held 390,946 shares (12.43% of outstanding) . Kim is an executive officer but not listed among the individual directors/NEOs; individual ownership for non-NEO executive officers is not separately itemized in the proxy .
- Pledging: Policy explicitly bans margin purchases (which can involve pledging at a broker) and short sales/derivatives; no separate disclosure of broad pledging restrictions beyond this .
- Option usage: Recent NEO disclosures show $0 in option awards (focus on cash incentives and RSUs/RSAs), indicating options are not currently used for NEO compensation .
- Near-term insider selling pressure: Because executive-officer RSUs granted for FY2025 and FY2024 performance will not vest due to ROAE target misses, expected near-term equity supply from those cycles is reduced .
Employment Terms
- Change-in-control and severance: The company states it is not party to change-in-control agreements with current NEOs; instead, certain NEOs (CEO, CFO, Senior Loan Officer) participate in a Salary Continuation Program (SCP). SCP provides 180 months of salary continuation with specific change-in-control multipliers (2.99x CEO; 2.0x CFO/Senior Loan Officer) plus the Accrual Balance, subject to conditions. Participants identified are Mr. Lober, Ms. Wood, and Mr. Dodds; Kim is not listed among SCP participants, and no individual CIC or severance agreement is disclosed for her (2025) (2024).
- Clawback: Consumers Bancorp’s Clawback Policy (revised effective March 12, 2024) allows recovery of excess incentive-based compensation from Senior Officers (defined to include Senior Vice Presidents) for 36 months preceding a required restatement, regardless of fault .
- Insider trading compliance: Section 16(a) review notes only one late Form 4 filing (a director) in FY2025; no issues noted for Kim .
Performance & Track Record (Company context during her CIO tenure)
| Year | Pay vs Performance TSR value of $100 | Net income ($) |
|---|---|---|
| 2023 | 97.29 | $10,674,000 |
| 2024 | 95.11 | $8,580,000 |
| 2025 | 126.59 | $8,667,000 |
- Board risk oversight relevant to CIO remit: The Risk & Technology Committee oversees the information security program, enterprise risk management policies, key system selection, vendor management, and business resumption planning; it met four times in FY2025 .
- Executive compensation governance: Compensation Committee composed of independent directors; philosophy targets market median with integration of company performance, using external consultant review in FY2024 .
Investment Implications
- Incentive alignment: Executive equity awards for FY2024 and FY2025 did not vest due to ROAE underperformance, indicating real pay-for-performance constraints across executive officers (reduces near-term equity supply and selling pressure) .
- Governance protections: Anti-hedging policy limits risk-mitigating trades; the 2024 clawback applies to Senior Officers (including SVPs) for restatement-related overpayments, improving downside recourse for shareholders .
- Retention risk: No individual employment/severance terms are disclosed for the CIO, and she is not listed among SCP participants—retention relies on base pay, annual incentives, and equity plans whose vesting requires performance achievement .
- Execution: Deep IT/security background (FS-ISAC, InfraGard, banking security certifications) aligns with the bank’s formal risk and information security oversight—positive for operational resilience in cyber/IT domains .