Brian P. Petty
About Brian P. Petty
Brian P. Petty (age 67) joined the ChoiceOne Financial Services, Inc. (COFS) Board on March 1, 2025 following the merger with Fentura Financial, Inc.; he previously served on Fentura’s board since 1995, including Vice Chairman (2011) and Chairman (2021) . Petty is an independent director under SEC and Nasdaq rules and is the Owner and President of Fenton Glass Service, Inc., bringing small-business operating experience and community insights to COFS . COFS maintains a mandatory retirement age of 70 for directors, implying ~3-year remaining board horizon for Petty absent policy changes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fentura Financial, Inc. | Director | 1995–2025 | Vice Chairman (2011), Chairman (2021) |
| Fenton Glass Service, Inc. | Owner & President | Not disclosed | Small-business operator; sector exposure to auto/residential/industrial glass |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various Fenton-area boards | Board member (unspecified) | Not disclosed | Community engagement; details not enumerated |
Board Governance
- Independence: The Board determined Petty is independent (as of his March 1, 2025 appointment) under SEC and Nasdaq rules; independence assessments considered ordinary-course loans/business transactions and deemed compliant .
- Committees: Governance & Nominating Committee member; not listed on Audit, Personnel & Benefits (Compensation), or Risk Committees .
- Committee Chairs: Governance & Nominating chaired by Jack G. Hendon; Audit chaired by Roxanne M. Page; Personnel & Benefits chaired by Harold J. Burns; Risk chaired by Michelle M. Wendling .
- Meeting cadence & attendance context: Board held 12 regular and 1 special meeting in 2024; all directors during 2024 met at least 75% attendance. Petty joined in 2025; his individual 2025 attendance not yet disclosed .
- Board leadership: Independent Chairman structure (Jack G. Hendon), enhancing independent oversight and agenda-setting .
- Anti-hedging/pledging and clawbacks: Directors are prohibited from hedging or pledging COFS stock except limited FDIC-insured loan exceptions; COFS adopted SEC Rule 10D-1-compliant incentive compensation recoupment policy (primarily pertinent to executives) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $39,000 | Standard for 2024 |
| Annual stock award | $20,000 | Standard for 2024 |
| Chairman of the Board cash premium | $10,000 | Additional for Chair |
| Committee Chair cash fees (COFS Board) | Audit: $2,500; Personnel & Benefits: $1,500; Risk: $1,500; Governance & Nominating: $1,500 | 2024 structure |
| Director Stock Purchase Plan election | 25%, 50%, 75%, or 100% of fees in stock | Shares issued at market value; multiple directors elected stock in 2024 |
Note: Petty joined in 2025; his 2024 director compensation is not applicable. The above reflects current program design and levels .
Performance Compensation (Director)
- COFS does not disclose performance-based metrics for non-employee director compensation; the structure comprises fixed cash and fixed-value equity/stock purchase elections rather than PSUs or option-based pay for directors .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Note |
|---|---|---|---|
| Fentura Financial, Inc. | Director; Vice Chairman; Chairman | Prior (pre-merger) | Added to COFS board pursuant to merger agreement; integration perspective |
No other public-company directorships disclosed for Petty in the COFS proxy .
Expertise & Qualifications
- Small-business operating expertise (Fenton Glass Service) with exposure to automotive/residential/industrial glass installation and sales .
- Long-tenured bank board experience at Fentura, including leadership roles (Chair/Vice Chair), bringing governance continuity and community banking insights .
- Education credentials for Petty not disclosed .
Equity Ownership
| Holder | Sole Voting & Dispositive | Shared Voting/Dispositive | Options (Unexercised) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Brian P. Petty | 4,000 | 99,643 | — | 103,643 | <1% (asterisked) |
- Shares outstanding: 14,975,034 as of March 31, 2025 (for voting eligibility context) .
- Director stock ownership guideline: Minimum 5,000 shares; as of the proxy date, all non-employee directors complied—Petty exceeds guideline .
- Pledging: No pledging disclosed for Petty; policy prohibits pledging except limited FDIC-insured loan exceptions; separate disclosure notes pledging for another director, not Petty .
- Hedging: Prohibited for directors .
Governance Assessment
-
Strengths:
- Independent director with deep community banking board tenure and leadership experience pre-merger; independence affirmed with related-party review framework .
- Governance & Nominating Committee assignment places Petty within director selection and governance policy oversight—an influential committee for board effectiveness .
- Robust alignment policies (anti-hedging/pledging), director stock purchase elections, and ownership guideline compliance—Petty holds 103,643 shares, well above the 5,000-share guideline .
- Independent Chairman structure enhances oversight; active committee ecosystem with disclosed charters and meeting counts .
-
Watch items:
- Tenure runway limited by mandatory retirement at 70 (Petty age 67), compressing time horizon for long-term governance impact unless policy changes occur .
- Related-party transactions (ordinary-course lending/business) are overseen by Audit Committee; independence determination considered such transactions, but specifics for Petty are not detailed—ongoing monitoring advisable .
- As a 2025 appointee via merger, 2024 attendance metrics don’t capture Petty; track 2025–2026 attendance/engagement as integration progresses .
-
Compensation governance (context):
- Personnel & Benefits Committee is independent; intends to engage an external compensation consultant in 2025 for executive pay benchmarking—good governance practice, though specific implications for director pay are not noted .
- Advisory votes on executive compensation and frequency are on the 2025 ballot; say-on-pay historical percentages not disclosed; monitor outcomes as signals of investor sentiment .
Related-Party Exposure & Policies
- Ordinary-course banking relationships exist with directors/families; all loans/commercial terms were at market, with normal collectability risk; none were in default as of the proxy date. The Audit Committee reviews/approves related-person transactions under Item 404 processes .
- Anti-hedging/pledging policy applies to directors; Petty has no pledged shares disclosed; pledging by another director was permitted under policy exceptions and specifically noted (not Petty) .
Committee Assignments (Detail)
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Governance & Nominating | Member | No (Chair: Jack G. Hendon) | 3 |
| Audit | Not listed | Chair: Roxanne M. Page | 4 |
| Personnel & Benefits (Compensation) | Not listed | Chair: Harold J. Burns | 5 |
| Risk | Not listed | Chair: Michelle M. Wendling | 4 |
Director Compensation Mix & Alignment
- Mix: Fixed cash retainer plus fixed-value equity; no meeting fees; stock purchase election increases ownership alignment .
- Ownership guideline: 5,000 shares within 5 years; Petty exceeds guideline at 103,643 shares; guideline compliance confirmed for all non-employee directors as of proxy date .
- No performance-based director metrics (PSUs/options) disclosed; supports independence of oversight and simplicity in director pay .
Signals for Investors
- Positive alignment and independence (anti-hedging/pledging, significant shareholding, committee assignment in governance) support investor confidence .
- Limited remaining tenure due to retirement policy constrains long-term continuity; near-term engagement and attendance should be monitored post-merger integration .