Laurie McClellan
About Laurie L. McClellan
Independent director (age 72), serving on Consumers Bancorp, Inc. and Consumers National Bank boards since October 1987; former Chairman of the Boards from March 1998 until retiring from that position on January 1, 2024. Current committee roles include Executive Committee, Audit Committee, and Chair of the Loan Committee since November 2024. Background includes managing Romain Fry Investment Company, LLC and service on various community and nonprofit advisory boards; deep community banking experience with strong understanding of regulation/compliance and company history. All directors except the CEO are independent under NASDAQ rules; directors attended at least 75% of Board and committee meetings in FY 2025, and all members attended the 2024 Annual Meeting of Shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consumers Bancorp, Inc. / Consumers National Bank | Chairman of the Boards | Mar 1998 – Jan 1, 2024 | Led Board until chair role separation; governance transition to independent chair in 2024 . |
| Consumers Bancorp, Inc. | Corporate Secretary; Vice Chairman | Prior to 1998 | Pre-1998 governance leadership roles . |
| Consumers Bancorp, Inc. | Director of Shareholder Relations | 2011 – Oct 1, 2018 | Investor relations function . |
| Romain Fry Investment Company, LLC | Manager | Not disclosed | External management role . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various community and nonprofit advisory boards | Board/Advisory roles | Not disclosed | Active civic engagement; no public company boards disclosed . |
Board Governance
| Committee | FY 2024 Role | FY 2024 Meetings | FY 2025 Role | FY 2025 Meetings | Notes |
|---|---|---|---|---|---|
| Loan Committee | Member | 27 | Chair (since Nov 2024) | 26 | Reviews lending policy, credit risk, approvals beyond internal authority. |
| Audit Committee | Member | 5 | Member | 5 | Oversight of financial reporting and audit; committee chaired by a financial expert. |
| Executive Committee | Member | 4 | Member | 3 | Reviews strategy, M&A, vendor relationships, key legal matters. |
| Board attendance | Independent director | At least 75% | Independent director | At least 75% | All directors except CEO deemed independent; full attendance at 2024 annual meeting . |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees (total) | $44,800 | $43,167 |
Director fee schedule (effective dates shown):
| Fee Category | Effective Period | Amount |
|---|---|---|
| Quarterly director retainer (non-employee) | Through Dec 31, 2023 | $5,000 per quarter |
| Quarterly Chairman retainer | Through Dec 31, 2023 | +$2,500 per quarter |
| Quarterly Vice Chairman retainer | Through Dec 31, 2023 | +$500 per quarter |
| Per Board meeting (legacy) | Through Dec 31, 2023 | $1,000 per meeting |
| Quarterly director retainer (non-employee) | From Jan 1, 2024 | $6,250 per quarter |
| Quarterly Chairman retainer | From Jan 1, 2024 | $9,250 per quarter |
| Quarterly Vice Chairman retainer | From Jan 1, 2024 | $8,500 per quarter |
| Committee chair fees (per quarter): Asset/Liability, Audit, Compensation, Corporate Governance/Nominating, Executive, Loan, Risk & Technology | From Jan 1, 2024 | $1,500; $1,250; $1,000; $1,000; included in Vice Chair retainer; $2,500; $1,250 |
| Committee member fees (per quarter): Asset/Liability, Audit, Compensation, Corporate Governance/Nominating, Executive, Loan, Risk & Technology | From Jan 1, 2024 | $1,000; $1,250; $1,000; $750; $1,000; $2,000; $1,000 |
Performance Compensation
| Stock Awards ($) | Grant Date | Vesting Condition | Vest/Settle Date | Outcome |
|---|---|---|---|---|
| $0 | Jul 1, 2023 | Return on average equity (ROAE) performance target for FY 2024 | After issuance of FY 2024 financials | Did not vest (target not achieved) . |
| $16,528 | Jul 1, 2024 | Attendance requirement for directors | Jun 30, 2025 | Settled in FY 2025 . |
Equity program notes:
- Restricted stock units awarded annually under the Amended and Restated 2010 Omnibus Incentive Plan; FY 2024 director RSUs conditioned on ROAE did not vest; FY 2025 director RSUs settled based on attendance .
- FY 2026: RSUs awarded July 2025 will vest June 2026 if attendance requirements are met .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company directorships reported in proxies . |
Expertise & Qualifications
- 38 years of community banking experience; extensive knowledge of Consumers’ history, operations, and banking regulation/compliance .
- Manager of Romain Fry Investment Company, LLC; multiple community/nonprofit advisory roles .
- Independence: Board determined all directors but the CEO are independent under NASDAQ rules .
- Anti-hedging policy prohibits margin purchases, short sales, and derivatives for directors/executives .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Common Shares | Breakdown Notes |
|---|---|---|---|
| Aug 30, 2024 | 144,646 | 4.63% | Includes 134,719 shares owned jointly with family members and trusts . |
| Aug 29, 2025 | 145,874 | 4.64% | Includes 134,719 shares owned jointly with family members and trusts . |
Insider trading/pledging:
- Policy prohibits margin purchases and derivative transactions; short sales prohibited; no pledging disclosed for McClellan .
Governance Assessment
- Board effectiveness: McClellan brings continuity and deep banking/regulatory expertise, chairs the high-frequency Loan Committee (26 meetings in FY 2025), signaling active credit risk oversight during a tightening cycle .
- Independence and engagement: Independent under NASDAQ rules; ≥75% attendance across Board/committees; full Board attendance at 2024 annual meeting supports engagement .
- Ownership alignment: Significant skin-in-the-game at ~4.6% of shares; director equity grants resumed in FY 2025 with attendance-based vesting after ROAE-conditioned FY 2024 awards failed to vest, indicating tightened performance linkage year-over-year .
- Compensation structure: Cash fees modestly decreased FY 2024→FY 2025; equity grants improved alignment; fee setting supported by external peer analysis (Blanchard Consulting Group), reducing pay inflation risk and improving governance signals .
- Conflicts/related-party exposure: No related-party transactions disclosed involving McClellan; routine director/officer banking relationships on market terms; one late Form 4 in FY 2025 was for another director (Goris), not McClellan .
- RED FLAGS: None disclosed specific to McClellan; potential investor consideration is very long tenure (since 1987), which can raise independence perception questions despite formal independence status, balanced by strong oversight roles and significant ownership .
Overall signal: A long-tenured independent director with substantial ownership and active loan oversight; FY 2025 equity award settlement on attendance and the failed FY 2024 ROAE vesting underscore a board emphasizing performance and engagement. No disclosed conflicts tied to McClellan.