Renee Wood
Executive Vice President, Chief Financial Officer and Treasurer at CONSUMERS BANCORP INC /OH/
Executive
About Renee Wood
Executive Vice President, Chief Financial Officer & Treasurer of Consumers Bancorp, Inc. and Consumers National Bank; appointed Corporate Secretary in January 2022. Age 54; joined Consumers in January 2005 and appointed CFO & Treasurer in July 2005; prior role: Vice President, Controller at Unizan Bank, N.A. (2002–2005); graduate of the Graduate School of Banking at the University of Wisconsin–Madison . She is the principal financial officer certifying 10‑K/10‑Q filings alongside the CEO . Company pay-versus-performance disclosures show net income of $8.58M in FY2024, $10.67M in FY2023, and $11.19M in FY2022, with a $100 TSR value of $95.11 (2024), $97.29 (2023), and $101.74 (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unizan Bank, N.A. | Vice President, Controller | 2002–2005 | Led finance/accounting; prepared her for CFO responsibilities |
| Consumers National Bank | CFO & Treasurer | Appointed July 2005 (joined Jan 2005) | Principal financial officer overseeing reporting, controls, and capital management |
External Roles
- No public company external board roles disclosed in the executive biography section .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Notes |
|---|---|---|---|
| 2025 | 245,646 | 300 (Christmas bonus) | Nonqualified deferred compensation earnings: $70,591 |
| 2024 | 237,930 | 300 (Christmas bonus) | Nonqualified deferred compensation earnings: $60,877 |
| 2025 “All Other” detail | — | — | 401(k) contributions $10,306; dividends on restricted stock $2,244; group term life $857; Corporate Secretary comp $12,000; total $25,407 |
| 2024 “All Other” detail | — | — | 401(k) contributions $9,490; dividends on restricted stock $2,353; group term life $545; Corporate Secretary comp $12,000; total $24,388 |
Performance Compensation
- Annual cash incentive opportunity for CFO is structured as a range of 11% (threshold) to 40% (maximum) of base salary, tied to core financial measures; the Company may award discretionary amounts, but none were made in FY2025 .
| Metric (FY2025) | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|
| Net income ($) | 8,654,580 | 8,840,700 | 9,864,360 | 8,667,000 | Below target; influences payout determination |
| Efficiency ratio (%) | 73.56 | 72.14 | 67.90 | 70.84 | Better than target (lower is better) |
| Delinquency (%) | 0.72 | 0.88 | 0.92 | 0.19 | Significantly better than maximum (lower is better) |
| Gross loans ($) | 759,762,240 | 771,633,525 | 811,204,475 | 813,458,000 | Above maximum |
| Total deposits & customer repurchase agreements ($) | 994,032,960 | 1,009,564,725 | 1,061,337,275 | 1,052,329,000 | Between target and maximum |
| Total Non‑Equity Incentive Payment ($) | — | — | — | 57,655 | Awarded based on corporate and individual performance |
Historical incentive payments context:
- FY2024: $14,414
- FY2023: $54,863
- FY2022: $76,780
- FY2021: $80,432
- FY2020: $56,961
- FY2019: $37,890
Long-term incentives (vesting/awards):
- RSUs issued July 1, 2024 (FY2025 performance target: ROAE) did not vest as target was not achieved; RSUs issued July 1, 2023 likewise did not vest for FY2024 (performance target: ROAE) .
| Equity Award Type | Grant Date | Unvested Units/Shares (#) | Market Value ($) | Additional Unearned Units (#) | Market/Payout Value ($) | Vesting Terms |
|---|---|---|---|---|---|---|
| RSUs / Restricted stock | 10/27/2022 | 443 | 8,860 (at $20.00) | 733 | 14,660 | RSUs vest June 30 on a three-year schedule after performance target met; restricted stock vests over three years on grant anniversary |
| RSUs / Restricted stock | 10/27/2022 (FY2024 table) | 886 | 14,530 (at $16.40) | 1,467 | 24,059 | Same schedules as above |
| RSUs (additional prior grant) | 9/16/2021 (FY2024 table) | — | — | 572 | 9,381 | Same schedules |
Equity Ownership & Alignment
| Date | Beneficial Ownership (Shares) | Percent of Common Shares | Notes |
|---|---|---|---|
| Aug 29, 2025 | 24,403 | <1% | Included in directors and executive officers table |
| Aug 30, 2024 | 22,930 | <1% | Prior year ownership |
- Insider Trading Policy prohibits margin purchases, short sales, and derivative transactions by executive officers and directors; pledging restrictions are not explicitly stated in the disclosed policy .
- Stock ownership guidelines for executives were not disclosed; compliance status not disclosed .
Employment Terms
| Item | Detail |
|---|---|
| Employment with Consumers | Joined January 2005; appointed CFO & Treasurer July 2005; Corporate Secretary since January 2022 |
| Contract/Agreements | Participant in non‑qualified Salary Continuation Program (SCP) with covenants against competition, solicitation, and disclosure; unfunded and payable from general assets |
| Severance/Change‑of‑Control | Double‑trigger: upon change in control and termination of employment, benefit equals 2.0× (base salary + prior‑year incentive + prior‑year equity compensation) plus 100% of Accrual Balance |
| Potential Payout (as of 6/30/2025) | $1,247,494 under SCP if change of control and termination occurred |
| Present Value of Accumulated SCP Benefit | $649,560 |
| Discount Rate for SCP Accrual | 5.50% (6/30/2025); 6.0% (6/30/2024) |
| Clawback/Gross‑ups | Not disclosed in the cited materials |
| Deferred Compensation | Nonqualified deferred compensation earnings: $70,591 (FY2025); $60,877 (FY2024) |
Investment Implications
- Pay-for-performance linkage is intact: annual bonus tied to bank KPIs (net income, efficiency ratio, credit quality, growth in loans/deposits), with CFO’s cash incentive ranging from 11%–40% of salary; FY2025 payout of $57,655 reflects mixed outcomes (loan and deposit growth above targets; net income below target) .
- Equity alignment appears modest in size (<1% ownership) with unvested 2022 RSUs/restricted stock remaining; failure to vest 2023–2024 RSUs on ROAE targets reduces near-term insider selling pressure from equity vesting, but leaves future vesting contingent on performance .
- Retention risk is mitigated by SCP economics (present value $649,560; double-trigger change-of-control of 2.0× plus Accrual Balance), while anti-hedging policy improves alignment; explicit pledging prohibitions are not disclosed, warranting monitoring .
- Operational execution under CFO oversight shows declining net income in FY2024 vs prior years and TSR below par ($95.11 for a $100 initial investment), suggesting conservative incentive outcomes and limited equity windfalls—neutral to slightly conservative compensation risk posture .