Bradley F. McGinnis
About Bradley F. McGinnis
Bradley F. McGinnis, 53, is an independent director of ChoiceOne Financial Services, appointed December 25, 2021; he previously served as a director from October 2018 until the October 2019 merger and has been a director of ChoiceOne Bank since October 2018. He is Owner and President of Megawall Corporation (manufacturing/distribution of display fixtures for material handling), KMJ Ventures, LLC (real estate), Rowster Coffee, Inc., and McGinnis & Associates, Inc. (wood veneer brokerage), bringing entrepreneurial, technology, and executive experience to the board . The board has determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChoiceOne Financial Services (COFS) | Director | Dec 25, 2021 – Present; prior service Oct 2018 – Oct 2019 | Current Audit Committee member; Personnel & Benefits (Compensation) Committee member |
| ChoiceOne Bank | Director | Oct 2018 – Present | Not specified |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Megawall Corporation | Owner & President | Not disclosed | Manufacturer/distributor of patented display fixtures/components for material handling |
| KMJ Ventures, LLC | Owner & President | Not disclosed | Real estate holding company |
| Rowster Coffee, Inc. | Owner & President | Not disclosed | Coffee business |
| McGinnis & Associates, Inc. | Owner & President | Not disclosed | Brokerage for wood veneer products |
Board Governance
- Committee assignments: Audit Committee member; Personnel & Benefits Committee member. Not a chair of any standing committee (Audit Chair: Roxanne M. Page; Personnel & Benefits Chair: Harold J. Burns; Governance & Nominating Chair: Jack G. Hendon; Risk Chair: Michelle M. Wendling) .
- Independence: Identified among 13 of 15 independent directors as of Dec 31, 2024/March 1, 2025 under SEC/Nasdaq rules .
- Attendance: Board held 12 regular meetings and 1 special meeting in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Audit Committee activity: 4 meetings in 2024; committee empowered to retain advisors and designated an audit committee financial expert (Page) .
- Personnel & Benefits (Compensation) Committee activity: 5 meetings in 2024; operates outside CEO presence on CEO comp and administers equity plans; all members independent .
- Board leadership: Independent Chairman structure; mandatory director retirement at age 70 .
- Policies: Anti-hedging/pledging policy (general prohibition, limited FDIC-insured pledging exception); incentive-based compensation recoupment policy adopted per SEC Rule 10D-1 and Nasdaq .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 39,000 | 20,000 | 59,000 | Elected to receive 100% of fees via Director Stock Purchase Plan in stock for 2024 |
| 2023 | 34,000 | 10,000 | 44,000 | Elected to receive 100% of fees via Director Stock Purchase Plan in stock for 2023 |
- Director fee structure: 2024 non-employee director retainer $39,000 cash + $20,000 stock; committee chair cash fees: Audit $2,500, Personnel & Benefits $1,500, Risk $1,500, Governance & Nominating $1,500; McGinnis is not a chair and thus does not receive chair fees .
Performance Compensation
- Director compensation is comprised of cash retainer and stock awards; no performance metrics (e.g., TSR/EBITDA targets) are disclosed for director pay. Directors may elect to receive 25–100% of fees in stock through the Directors’ Stock Purchase Plan (shares determined by prior month-end market price) .
- Executive incentive plan metrics (for NEOs, not directors): time-based RSUs (3-year) and PSUs with 5-year EPS growth targets with threshold/target/maximum payouts; PSUs modified in Jan 2024 to extend performance/vesting periods to 5 years .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy beyond COFS/ChoiceOne Bank directorships |
| Private company boards/roles | Owner/President at Megawall, KMJ Ventures, Rowster Coffee, McGinnis & Associates |
| Committee roles at other entities | Not disclosed |
| Interlocks with competitors/suppliers/customers | Not disclosed; ordinary-course banking relationships with directors exist at ChoiceOne Bank |
Expertise & Qualifications
- Entrepreneurial, technology, and executive experience cited as core qualifications to continue serving as a director .
- Audit and compensation committee membership indicates governance engagement across financial reporting oversight and pay policy administration .
Equity Ownership
| Holder | Sole Voting/Dispositive | Shared Voting/Dispositive | Shares Underlying Options | Total Beneficial Ownership | % of Class | Pledged Shares | Ownership Guideline Compliance |
|---|---|---|---|---|---|---|---|
| Bradley F. McGinnis | 25,145 | — | — | 25,145 | <1% | None disclosed for McGinnis (pledging noted for Mr. Burrough only) | Directors must own ≥5,000 shares within 5 years; all non-employee directors in compliance as of proxy date |
- Anti-hedging/pledging policy restricts hedging and pledging, with limited FDIC-insured loan exception .
Governance Assessment
- Alignment signals: McGinnis elected to take 100% of director fees in stock in both 2023 and 2024, increasing equity exposure; holds 25,145 shares, exceeding the 5,000-share guideline, supporting “skin-in-the-game” alignment .
- Committee effectiveness: Active roles on Audit and Personnel & Benefits committees with documented meeting cadence (Audit 4x, P&B 5x in 2024) and independent composition, bolstering oversight quality .
- Independence and attendance: Classified independent; met ≥75% attendance thresholds and attended the annual meeting, supporting engagement .
- Compensation structure trends: Year-over-year increases in director cash retainer ($34,000→$39,000) and stock awards ($10,000→$20,000) indicate elevated equity mix, but director pay remains standard for community banks and not performance-linked .
- Related-party/Conflicts: Proxy discloses ordinary-course banking relationships/loans for directors and families, reviewed/approved by the Audit Committee; no defaults noted; no specific related-party transactions disclosed for McGinnis, and no pledging reported for him (policy allows limited pledging with FDIC-insured lenders) .
- Policy strength: Adoption of clawback policy under SEC Rule 10D-1 and robust insider trading/anti-hedging rules support governance rigor; Board recommends annual say-on-pay frequency signaling responsiveness to shareholder input .
RED FLAGS: None specifically identified for McGinnis in the proxy. Potential conflict surfaces generally from directors’ business relationships with the bank, but transactions are stated to be ordinary-course and subject to Audit Committee review; no pledge of McGinnis’s shares is disclosed .