Michael Wheeler
About Michael A. Wheeler
Michael A. Wheeler (age 42) is an independent director of Consumers Bancorp, Inc. and Consumers National Bank, serving since March 2021. He sits on the Asset/Liability Committee (ALCO), Compensation Committee, and Risk & Technology Committee. Wheeler is President and Chief Legal Officer of Patriot Software, a Canton, Ohio payroll and accounting software firm, and has been with the company for 18 years; he holds degrees from the University of Mount Union and the University of Akron School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patriot Software (Canton, OH) | President & Chief Legal Officer | 18 years | Oversees business, legal, and financial aspects of the company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various community organizations | Board/advisory roles | Not disclosed | Serves on boards and advisory committees; specific entities not listed |
Board Governance
- Independence: Board determined all directors except CEO Ralph Lober are independent; Wheeler is classified as independent .
- Class and term: Class I director; nominated for re-election at the October 23, 2025 annual meeting to serve through 2028 (Paden a one-year term due to retirement policy) .
- Annual meeting attendance: All Board members attended the 2024 Annual Meeting; in 2023 all attended except Mr. Kiko (implies Wheeler attended) .
- Overall attendance: All directors attended at least 75% of Board and committee meetings in FY 2024 and FY 2025 .
- Committees and meeting cadence:
- Asset/Liability Committee member; ALCO met 4 times in FY 2024 and 3 times in FY 2025; chaired by CEO Lober .
- Compensation Committee member; met 4 times in FY 2024 and 4 times in FY 2025; chaired by Bradley Goris .
- Risk & Technology Committee member; met 4 times in FY 2024; chaired by John Parkinson .
| Governance Item | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings held | 12 | 12 |
| Director attendance threshold | ≥75% (all directors) | ≥75% (all directors) |
| Annual meeting attendance | 2023: all except Kiko | 2024: all directors |
| Wheeler committees | ALCO; Compensation; Risk & Technology | ALCO; Compensation; Risk & Technology |
| ALCO meetings | 4 | 3 |
| Compensation meetings | 4 | 4 |
| Risk & Technology meetings | 4 | Not disclosed |
- Shareholder support (director election, Oct 23, 2025): Wheeler received 1,333,705.6 votes “For” and 58,348.1 “Withheld” .
- Insider trading and anti-hedging: Directors prohibited from margin purchases, short sales, and derivatives; policy enforces trading restrictions on MNPI .
Fixed Compensation
- Structure shift effective Jan 1, 2024: Board moved from per-meeting fees to quarterly retainers plus quarterly committee compensation, targeted at the market median per Blanchard Consulting Group analysis .
- Quarterly retainers: Chairman $9,250; Vice Chairman $8,500; non-employee directors $6,250 per quarter .
- Quarterly committee compensation (FY 2024–2025):
- Committee Chairs: Audit $1,500; Compensation $1,250; Corporate Governance/Nominating $1,000 (included in Vice Chair retainer); Executive $1,000; Loan $2,500; Risk & Technology $1,250 .
- Committee Members: ALCO $1,000; Audit $1,250; Compensation $1,000; Corporate Governance/Nominating $750; Executive $1,000; Loan $2,000; Risk & Technology $1,000 .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees earned or paid in cash ($) | $36,300 | $37,000 |
Performance Compensation
- FY 2024 RSUs: Granted July 1, 2023 under the Amended and Restated 2010 Omnibus Incentive Plan with a Return on Average Equity (ROAE) performance target; target was not achieved, so units did not vest .
- FY 2025 RSUs: Issued July 1, 2024 to all directors, conditioned on meeting attendance requirements; settled June 30, 2025. Wheeler received stock awards valued at $16,528 .
| RSU Detail | FY 2024 | FY 2025 |
|---|---|---|
| Plan | 2010 Omnibus Incentive Plan | 2010 Omnibus Incentive Plan |
| Grant date | Jul 1, 2023 | Jul 1, 2024 |
| Vesting condition | ROAE target (not achieved) | Attendance requirements (achieved) |
| Settlement date | Post FY 2024 financials (did not vest) | Jun 30, 2025 |
| Stock awards ($) | — (no vesting) | $16,528 |
- Forward-looking: RSUs awarded July 2025 to vest June 2026 subject to attendance requirements .
Other Directorships & Interlocks
- No other public-company directorships disclosed in Wheeler’s proxy biography; external roles limited to community boards and Patriot Software .
Expertise & Qualifications
- Legal and operational experience as President & Chief Legal Officer at a technology company (payroll/accounting software), aligning with Risk & Technology committee oversight of information security, vendor management, and ERM .
- Education: University of Mount Union (undergraduate), University of Akron School of Law .
Equity Ownership
| Metric | Aug 30, 2024 | Aug 29, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,819; <1% of outstanding | 3,852; <1% of outstanding |
| Footnote detail | Not disclosed | Includes 1,500 shares owned in a trust |
Related-Party Transactions and Conflicts
- Bank-level related party activity: As is customary for community banks, loans and deposits with executive officers, directors, and affiliates exist; related party loans principal balance increased to $5,819 (thousands) at June 30, 2025; deposits from executive officers, directors and affiliates totaled $2,897 (thousands) at June 30, 2025. No Wheeler-specific transactions are disclosed in public filings .
- Anti-hedging and margin policy: Directors prohibited from margin purchases, short sales, and derivatives, reducing alignment risk from hedging .
Say-on-Pay & Shareholder Feedback (Context)
- 2025 advisory vote on NEO compensation: 1,364,375 “For,” 5,740 “Against,” 21,938.7 “Abstentions” — high support environment .
- Frequency vote: Shareholders favored triennial advisory votes; Board adopted “every 3 years” .
Compensation Committee and Benchmarking
- Compensation Committee members include Wheeler; committee is independent and met four times in FY 2024 and FY 2025; director fees and committee compensation informed by regional peer analysis (Blanchard Consulting Group) targeting 50th percentile .
Governance Assessment
-
Strengths
- Independent director with technology and legal expertise on Risk & Technology Committee, aligned with oversight of information security and vendor management .
- Reliable engagement: Board-wide attendance ≥75% and full attendance at the 2024 annual meeting; Wheeler re-elected with strong vote support .
- Pay-for-performance signaling: FY 2024 ROAE-conditioned RSUs did not vest; FY 2025 RSUs tied to attendance, reinforcing minimum engagement standards .
- Independent committee service (Compensation, ALCO), with clear charters and cadence .
-
Watch items
- Ownership alignment is modest (<1% beneficial ownership); no disclosed director stock ownership guidelines to benchmark compliance for directors .
- Bank-level related party lending is present (typical for the sector); no Wheeler-specific loans disclosed, but continued monitoring of related-party notes and any vendor relationships involving Patriot Software is prudent (no such relationships disclosed) .
RED FLAGS: None disclosed specific to Wheeler. No pledging/hedging indicated; anti-hedging policy in place. FY 2024 equity non-vesting reflects discipline rather than a red flag .