Bradley A. Henion
About Bradley A. Henion
Bradley A. Henion, 55, is Executive Vice President and Chief Lending Officer of ChoiceOne Bank since January 1, 2023; he previously served as Senior Vice President and Chief Lending Officer from November 2015. Prior roles include Market President at First Community Bank (formerly Select Bank) in Grand Rapids, Michigan, and positions at Greenstone Farm Credit Services and Bank of America (formerly LaSalle Bank) . ChoiceOne’s executive incentive plan ties payouts to a defined model based on expected asset growth and return on average assets, adjusted by an asset quality modifier, with awards delivered in cash, time-based RSUs, and performance-based RSUs . The company prohibits hedging and generally pledging of company stock (limited FDIC-insured loan exception) and has an SEC/Nasdaq-compliant clawback policy covering erroneously awarded incentive-based compensation upon restatement . Shareholders approved the 2025 say‑on‑pay at the annual meeting (For: 8,625,296; Against: 488,518; Abstain: 225,425; Broker Non‑Votes: 2,667,331) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ChoiceOne Bank | Senior Vice President & Chief Lending Officer | Nov 2015–Dec 2022 | Not disclosed |
| ChoiceOne Bank | Executive Vice President & Chief Lending Officer | Jan 2023–present | Not disclosed |
| First Community Bank (Select Bank) | Market President | Not disclosed | Not disclosed |
| Greenstone Farm Credit Services | Role not specified | Not disclosed | Not disclosed |
| Bank of America (LaSalle Bank) | Role not specified | Not disclosed | Not disclosed |
External Roles
No external public company directorships or committee roles disclosed for Henion in the proxy .
Fixed Compensation
Multi‑year compensation (company-reported Summary Compensation Table):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $245,000 | $255,008 |
| Bonus ($) | $— | $— |
| Stock Awards ($) | $32,830 | $46,921 |
| Option Awards ($) | $— | $— |
| Non‑equity Incentive Plan Compensation ($) | $49,245 | $82,113 |
| All Other Compensation ($) | $9,525 | $13,106 |
| Total ($) | $336,600 | $397,148 |
Performance Compensation
Incentive design, targets, and vesting:
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Award | Defined model based on expected asset growth and ROAA; asset quality modifier | 35% of salary | Target % of salary | 2024 awards adjusted to 92% of target amounts ; Henion 2024 cash payout $82,113 | Cash paid in following year; employment through payment date required |
| Time‑based RSUs | Service only | 20% of salary | Target % of salary | 2024 RSU grant value $46,921 | Vest in full after 3‑year service period |
| Performance‑based RSUs (PSUs) | Five‑year cumulative EPS growth | Part of long‑term equity mix | Payout schedule: 0%–125% based on EPS growth thresholds (0%→25%, 1%→33%, 2%→50%, 3%→67%, 5%→100%, 7%→125%) | 2024 plan converted equally between time‑based and performance‑based RSUs | Vest after both metric achievement and 5‑year service period |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Sole Voting/Dispositive Power | 2,746 shares |
| Shared Voting/Dispositive Power | — |
| Shares Underlying Unexercised Options | 4,773 shares |
| Total Beneficial Ownership | 7,519 shares |
| Percent of Class | Less than 1% |
| Pledged/Hedged Shares | None disclosed for Henion; pledging generally prohibited except limited FDIC‑insured loan exception |
| Director Ownership Guidelines | Non‑employee director guideline: minimum 5,000 shares; all non‑employee directors in compliance as of proxy; no executive guideline disclosed |
Outstanding Equity Awards and Vesting Schedules (as of 12/31/2024)
| Award Type | Quantity | Strike/Value | Expiration/Vest Date | Notes |
|---|---|---|---|---|
| Stock Options (Exercisable) | 120 | $21.13 | 12/16/2025 | |
| Stock Options (Exercisable) | 1,653 | $20.86 | 4/15/2027 | |
| Stock Options (Exercisable) | 1,500 | $25.65 | 6/01/2028 | |
| Stock Options (Exercisable) | 1,500 | $27.25 | 4/30/2029 | |
| Time‑based RSUs (unvested) | 616 | $21,954 market value | Vest 4/30/2025 (granted 2/15/2022) | Footnote (1) |
| Time‑based RSUs (unvested) | 479 | $17,072 market value | Vest 4/30/2026 (granted 4/30/2023) | Footnote (2) |
| Time‑based RSUs (unvested) | 560 | $19,958 market value | Vest 4/30/2027 (granted 4/30/2024) | Footnote (3) |
| Performance Stock Units (PSUs) | 615 | $21,919 market value | Five‑year vest based on EPS growth (2012 plan) | Footnote (4) |
| Performance Stock Units (PSUs) | 479 | $17,072 market value | Five‑year vest based on EPS growth (2022 plan) | Footnote (5) |
| Performance Stock Units (PSUs) | 560 | $19,958 market value | Five‑year vest based on EPS growth (2022 plan) | Footnote (6) |
PSU vesting can be 125%, 100%, 75%, or 0% depending on five‑year EPS growth; time‑based RSUs vest pro rata upon death, disability, or retirement; all unvested awards accelerate upon a change in control .
Employment Terms
| Triggering Event | Henion Potential Payments/Benefits |
|---|---|
| Change in Control | $58,984 (principally accelerated vesting of equity) |
| Death | $278,685 (includes bank‑owned life insurance benefits) |
| Disability or Retirement | $33,685 (pro‑rata RSU release under plan terms) |
- Severance multiples: Three‑times base salary change‑in‑control severance applies to CEO (Potes) and President (Burke) under employment agreements; Henion does not have a disclosed severance multiple—his change‑in‑control line item reflects equity acceleration, not salary‑based severance .
- Equity acceleration: All outstanding unvested equity and options fully vest upon change in control; RSUs vest pro rata upon death, disability, or retirement per plan rules .
- Clawback and trading policies: Incentive‑based compensation recoupment policy per SEC Rule 10D‑1/Nasdaq applies; insider trading policy prohibits trading on MNPI and hedging/short‑term trading; anti‑hedging/pledging policy restricts hedging and pledging (limited FDIC‑loan exception) .
Say‑On‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation (2025) | 8,625,296 | 488,518 | 225,425 | 2,667,331 |
| Frequency of say‑on‑pay | 1‑Year: 8,476,908 | 2‑Year: 153,154 | 3‑Year: 578,479 | Abstain: 130,698 |
Insider Transactions (Form 4 highlights; potential selling pressure)
| Filing Date | Trade Date(s) | Type | Shares | Price | Note/Source |
|---|---|---|---|---|---|
| May 01, 2024 | Apr 30, 2024 | Grant | 560 | — | RSU/PSU grant; ownership +14.85% |
| Apr 17, 2024 | Apr 15, 2024 | Tax withholding | -220 | $22.19 | Shares withheld for taxes |
| Mar 06, 2020 | Mar 04, 2020 | Sale | -1,000 | $32.03 | Open market sale |
| Feb 17, 2022 | Feb 15, 2022 | Grant | 616 | — | RSU grant |
SEC/marketbeat index confirms Henion Form 4 filings in 2024/2025; direct Form 4 archive link references Henion’s reporting history (CIK 0001659024) .
Investment Implications
- Pay‑for‑performance alignment: Henion’s variable compensation is tied to bank performance (asset growth, ROAA, asset quality) with a meaningful equity mix and rigorous five‑year EPS PSU metric, indicating alignment with long‑term value creation . 2024 plan payouts were set at 92% of target, consistent with disclosed actual cash incentive and stock award values .
- Ownership and alignment: Total beneficial ownership is modest (<1% of shares outstanding), but anti‑hedging and restricted pledging policies mitigate misalignment risk; no Henion pledging disclosed .
- Vesting/selling pressure: Time‑based RSU cliffs on April 30, 2025/2026/2027 and PSU five‑year vestings can create periodic selling/withholding events; monitor filings around these dates and option expirations (2025–2029) for potential stock flow impacts .
- Change‑of‑control economics and retention: Henion’s change‑in‑control value is primarily equity acceleration ($58,984), with no disclosed salary‑based severance multiple—implying lower parachute leverage vs CEO/President and retention tethered to outstanding equity .
- Governance signals: Strong 2025 say‑on‑pay approval and an active clawback/insider trading regime reduce governance risk; no red flags such as hedging or option repricing disclosed .