Scott Dodds

About Scott Dodds

Scott E. Dodds (age 63) is Executive Vice President and Senior Loan Officer at Consumers Bancorp (Consumers National Bank), appointed to this role in March 2015 after joining the Company in November 2013 as SVP and Senior Lender. He previously held senior roles at FirstMerit Bank (SVP, Business Banking), Weather Vane Capital (President), Ohio Legacy Bank (SVP), and Unizan Bank (EVP, Retail Banking). He is a graduate of the Stonier Graduate School of Banking and the BAI Graduate School of Executive Bank Management . During FY2025, total shareholder return (TSR) based on a $100 initial investment stood at $126.59, up from $95.11 in FY2024; Company net income was $8.667 million in FY2025 vs. $8.580 million in FY2024 . In Dodds’ lending remit, loans grew 7.2% year over year to $813.5 million as of June 30, 2025, with nonperforming loans at 0.11% of total loans and net charge-offs of 0.08% of average loans, indicating stable credit quality amid growth .

Past Roles

External Roles

• No public-company directorships or external board roles are mentioned in the CBKM proxy biography for Mr. Dodds .

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

All Other Compensation detail:

Notes: Perquisites for Mr. Dodds are country club dues .

Performance Compensation

Annual incentive structure and metrics:

• Corporate financial measures for NEOs (including Senior Loan Officer): net income, efficiency ratio, total delinquency, growth in total loans, and total deposits and customer repurchase agreements .
• Award range tied to corporate measures: CEO 14%–50% of salary; CFO and Senior Loan Officer 11%–40% of salary .
• No discretionary bonuses were paid in FY2025 or FY2024 .

FY2025 corporate metrics and results (for plan determination):

FY2025 individual payout vs. range:

FY2024 corporate metrics and results:

FY2024 individual payout vs. range:

Long-term equity incentives (RSUs and restricted stock):

• Annual RSUs to executives vest only if a Company performance target selected by the Compensation Committee is achieved. FY2025 performance target: return on average equity; RSUs granted July 1, 2024 did not vest as the target was not achieved . FY2024 performance target: return on average equity; RSUs granted July 1, 2023 did not vest .
• Vesting schedules: after performance targets are met, RSUs vest on June 30 on a three-year schedule; restricted stock awards vest on the grant anniversary date on a three-year schedule, in each case subject to continued employment .

Equity Ownership & Alignment

Beneficial ownership and outstanding awards:

Policies:

• Insider Trading Policy prohibits executives and directors from purchasing Company stock on margin, engaging in short sales, or buying/selling derivative securities .

Ownership context:

• Shares outstanding were 3,144,775 as of August 29, 2025 (record date for 2025 meeting) . Mr. Dodds’ beneficial ownership is denoted as less than 1% in the proxy .

Employment Terms

Salary Continuation Program (SCP) and Change-in-Control (CIC):

• SCP provides 180 monthly payments based on a percentage of average compensation at normal retirement (65), with vesting that accelerates upon disability; upon active-service death, beneficiary receives the normal retirement benefit .
• Change-in-control economics: if terminated within 12 months post-CIC, benefit equals 2.0x the sum of base salary + prior-year incentive compensation + prior-year equity compensation, plus 100% of the SCP accrual balance (Dodds multiple = 2.0x) .
• Estimated CIC payout as of June 30, 2025: $1,525,678 for Mr. Dodds (if CIC and termination occurred at that date; no benefit if terminated for cause) .
• Present value of accumulated SCP benefit at FY2025: $925,287 .
• The Company has no separate CIC agreements with current NEOs; CIC benefits arise under the SCP .

Restrictive covenants and clawback:

• Non-compete: 12 months post-termination, within 50 miles of Company HQ, with associated non-solicit and confidentiality covenants; forfeiture of payments for covenant breach .
• Clawback: While not listed on NYSE/Nasdaq, the Company implemented a clawback policy on December 13, 2018, revised and adopted by the Compensation Committee effective March 12, 2024 .

Other terms:

• Insider Trading/anti-hedging restrictions as above .
• Loans to officers and directors, if any, are in ordinary course and on substantially the same terms as for others, without preferential features .

Performance & Track Record

• TSR (value of $100 initial investment): $97.29 (FY2023), $95.11 (FY2024), $126.59 (FY2025) .
• Net income: $10.674 million (FY2023), $8.580 million (FY2024), $8.667 million (FY2025) .
• Loan growth and credit quality (under Dodds’ lending remit): Loans rose to $813.5 million as of June 30, 2025 vs. $759.1 million a year prior (7.2% growth). Nonperforming loans were 0.11% of loans, net charge-offs 0.08% of average loans in FY2025 (vs. 0.05% FY2024) .
• Risk watchlist: Special mention loans increased to $15.75 million from $4.46 million, primarily related to one commercial customer undergoing project delays and revenue pressures (mitigated by project completion, lease-out, cost savings, and SBA 504 support) .

Compensation Structure Analysis

• Mix and pay-for-performance: Mr. Dodds’ FY2025 non-equity incentive rose to $57,960 (from $14,421 in FY2024) as several corporate targets (loans, deposits, delinquency, efficiency) trended favorably vs. targets in 2025, with net income at threshold-level performance .
• Equity incentives stringency: Performance RSUs for FY2024 and FY2025 did not vest (ROAE target not achieved), indicating higher hurdle stringency and alignment with profitability returns .
• Perquisites remain modest relative to total pay (country club dues) and are disclosed; stock options are not used (no option awards in FY2024–FY2025) .
• Benchmarking and philosophy: Compensation targets the peer group midpoint; Blanchard Consulting Group conducted an executive pay review in FY2024 .

Equity Ownership & Alignment Indicators

• Beneficial ownership: 16,423 shares as of August 29, 2025 (less than 1%); notable ongoing alignment via unvested/unearned equity awards with three-year vesting schedules tied to performance .
• Anti-hedging/short-sale restrictions strengthen alignment; no disclosure of stock pledging practices specific to executives .
• Director/NEO ownership group collectively held ~12.43% as of Aug 29, 2025, though this includes all directors and executive officers (context for overall insider alignment) .

Employment Terms Summary

Investment Implications

• Pay-performance alignment: Cash incentives scaled meaningfully with 2025 corporate outcomes while equity performance awards failed to vest for two consecutive cycles (ROAE target not met), suggesting discipline and reduced “pay for failure” risk .
• Retention risk and CIC economics: Dodds’ SCP provides material retention value and moderate CIC protection (2.0x), with restrictive covenants and clawback provisions mitigating risk of value-destructive exits or misconduct .
• Execution and credit risk: Loan growth (+7.2% YoY) under Dodds’ remit has been accompanied by low nonperforming assets (0.11%) and manageable net charge-offs (0.08%), though the uptick in special mention loans warrants continued monitoring into FY2026 as macro conditions evolve .
• Insider alignment: Continuing share ownership, unvested equity, and anti-hedging rules support alignment; absence of options and reliance on performance-based stock reduce asymmetric risk-taking incentives .