Shawna L’Italien
About Shawna L’Italien
Independent director of Consumers Bancorp, Inc. (CBKM) since March 2021; age 54 as of the 2025 proxy. Partner at Harrington, Hoppe, & Mitchell, Ltd. (Salem office) and member of the firm’s Management Committee, with legal practice since 1996 focused on business organization, commercial and real estate transactions, succession planning, elder law, and estate planning. Education includes the University of Mount Union and the Ohio State University Moritz College of Law . CBKM’s board held 12 meetings in FY2025; all directors attended at least 75% of board and committee meetings, and all Board members attended the 2024 Annual Meeting of Shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harrington, Hoppe, & Mitchell, Ltd. (Salem, OH) | Partner | Practicing law since 1996 | Serves on firm’s Management Committee; practice spans business organization, commercial and real estate transactions, succession planning, elder law, and estate planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various community organizations | Board/committee roles | Not disclosed | General service mentioned; specific names not disclosed in proxy |
Board Governance
- Independence: Company determined all directors except the CEO (Mr. Lober) are independent under NASDAQ rules; L’Italien is independent .
- Committee assignments and chair roles:
- Audit Committee: Member; committee met 5 times in FY2025 .
- Compensation Committee: Member; committee met 4 times in FY2025 .
- Corporate Governance/Nominating Committee: Chair; committee met 3 times in FY2025 .
- Attendance: All directors attended at least 75% of board and committee meetings in FY2025; all Board members attended the 2024 Annual Meeting .
- Board leadership and risk oversight context: Chairman and CEO roles are separated; Board oversees risk via committees and enterprise risk management framework .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees earned or paid in cash ($) | 36,900 | 38,000 |
- Director fee schedule (effective Jan 1, 2024): Quarterly board retainer—Chairman $9,250; Vice Chairman $8,500; non-employee directors $6,250; committee fees per quarter—Chair: Asset/Liability $1,500; Audit $1,250; Compensation $1,250; Corporate Governance/Nominating $1,000; Executive $1,000 (included in Vice Chairman retainer); Loan $2,500; Risk & Technology $1,250; Member: Asset/Liability $1,000; Audit $1,250; Compensation $1,000; Corporate Governance/Nominating $750; Executive $1,000; Loan $2,000; Risk & Technology $1,000 .
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Stock awards ($) | — (no vesting for FY2024 performance-based director RSUs) | 16,528 (RSUs issued July 1, 2024; settled June 30, 2025 based on attendance) |
- FY2024 director equity framework: RSUs awarded July 2024 with vesting contingent on meeting attendance requirements through June 2025 .
- FY2025 forward equity: RSUs awarded to non-employee directors in July 2025 that vest in June 2026 subject to meeting attendance requirements .
- Historical (context): For FY2022–FY2023, director equity included stock awards and RSUs tied to performance targets (ROAE and median P/TBV for OTC banks); Shawna received $22,019 in stock awards in FY2023 under that structure .
Other Directorships & Interlocks
| Company | Type | Role | Committees | Notes |
|---|---|---|---|---|
| None disclosed | Public | — | — | No other public company boards disclosed for L’Italien |
- Related-party transactions: Proxy disclosures list certain related-party transactions (e.g., Kiko firms; prior Furey lease) but none involving L’Italien .
Expertise & Qualifications
- Legal expertise: Nearly three decades of practice across business organization, commercial and real estate transactions, succession planning, elder law, and estate planning .
- Governance expertise: Chair of Corporate Governance/Nominating Committee; responsible for board candidate selection, governance best practices, and board performance evaluations .
- Education: University of Mount Union; Ohio State University Moritz College of Law .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,862 (includes 3,200 jointly with family) | 6,488 (includes 3,725 jointly with family) |
| Ownership % of common shares | <1% (denoted “*” by company) | <1% (denoted “*” by company) |
- Anti-hedging/pledging: Insider Trading Policy prohibits margin purchases, short sales, and derivative transactions by directors and officers .
- Pledging: No pledging of L’Italien’s shares disclosed .
Say-on-Pay & Shareholder Feedback
| Proposal (Oct 23, 2025 AGM) | For | Against | Abstentions | Non-Votes |
|---|---|---|---|---|
| NEO compensation (non-binding) | 1,364,375.0 | 5,740.0 | 21,938.7 | 853,875.0 |
- Frequency of say-on-pay: Shareholders supported triennial votes (3 years), and the Board adopted a three-year cadence .
- Auditor ratification: Plante & Moran ratified (For 2,220,280.9; Against 5,755.8; Abstentions 19,892.0) .
Insider Trades
| Person | Form 4 Activity | Notes |
|---|---|---|
| Shawna L’Italien | Not specifically disclosed in proxy | Company reported full Section 16 compliance in FY2025 except one late Form 4 for Director Goris (Feb 2025), no mention of L’Italien |
Governance Assessment
- Strengths:
- Independent director with legal and transactional expertise; chairs Corporate Governance/Nominating, indicating strong role in board composition and governance practices .
- Active committee engagement across Audit and Compensation; committees meet regularly (Audit 5x; Compensation 4x; Governance/Nominating 3x), supporting oversight rigor .
- Ownership alignment via annual RSU grants and direct beneficial share ownership (6,488 shares as of Aug 29, 2025); anti-hedging policy in place .
- Broad shareholder support for pay practices at 2025 AGM; triennial say-on-pay adopted .
- Watch items:
- Shift in director equity from performance-targeted structures (FY2022–FY2023 ROAE/P-TBV conditions) to attendance-based RSUs (FY2024 onward) reduces explicit performance linkage for directors; monitor if governance outcomes and engagement remain strong under attendance-only vesting .
- No specific disclosure of attendance percentage per director beyond company-wide minimum; continued tracking of committee workload and meeting attendance advisable .
- Conflicts and related-party:
- No related-party transactions disclosed involving L’Italien; law firm affiliation noted without reported transactions with CBKM .
- Overall view:
- L’Italien’s governance profile supports investor confidence: independence, chair role in nominations/governance, active committee participation, and aligned equity ownership. Maintain monitoring of director equity policy linkage to performance and any future RPT disclosures .