Bruce John Essex, Jr.

About Bruce John Essex, Jr.

Independent director at ChoiceOne Financial Services (COFS) since June 29, 2022 (effective July 25, 2022); previously joined the ChoiceOne Bank board on July 1, 2020 via the Community Shores merger. Age 57, Michigan State University B.S. in Building Construction Management. Career spans private equity/holding company leadership and multi‑site manufacturing operations; recognized as 2018 Business Person of the Year by the West Michigan Spartans Alumni Association and a 2017 nominee for the Muskegon Chamber Entrepreneur of Excellence. Current outside roles include managing director of Port City Ventures, partner at Rolar Products, managing partner at Core Real Estate Group, and directorships at Eagle Alloy Corporation, Beacon Recycling (co‑founder), Eagle Aluminum Products, and Cascade Die Casting Group .

Past Roles

External Roles

Board Governance

• Independence: Board deems Essex independent under SEC and Nasdaq rules .
• Committee assignments: Member, Risk Committee; not a chair (Risk Committee chaired by Michelle M. Wendling) .
• Other committees: Not listed on Audit, Governance & Nominating, or Personnel & Benefits committees .
• Attendance: Board held 12 regular and one special meeting in 2024; all directors attended at least 75% of Board and committee meetings during their service .
• Board leadership and structure: Independent chair model; mandatory director retirement at age 70 . Chair transition announced May 21, 2025—Gregory A. McConnell appointed Chair and Roxanne M. Page Vice Chair effective July 5, 2025, following Jack G. Hendon’s retirement under the age policy .
• Stock ownership guidelines: Non‑employee directors expected to own ≥ 5,000 shares within five years; all non‑employee directors in compliance as of the proxy date .
• Anti‑hedging/pledging: Prohibits hedging and pledging except loans from FDIC‑insured institutions on market terms; directors also subject to pre‑clearance and trading blackout policies as covered persons .

Fixed Compensation

• Structure (2024): Non‑employee directors received $39,000 cash retainer plus $20,000 in stock awards; Chair of the Board received an additional $10,000 cash; committee chair fees paid in cash—Audit ($2,500), Personnel & Benefits ($1,500), Risk ($1,500), Governance & Nominating ($1,500). Directors may elect to take 25%/50%/75%/100% of fees in stock via the Directors’ Stock Purchase Plan .

Performance Compensation

• Directors do not receive performance‑based incentives (no options/PSUs disclosed for directors). Annual equity is a fixed stock retainer, not tied to metrics .

Other Directorships & Interlocks

• Public company boards: None disclosed for Essex .
• Private company boards/roles: See “External Roles” table above .
• Related‑party/ordinary‑course banking relationships: The company states directors and immediate family had ordinary‑course loans/transactions on market terms; none in default as of the proxy. Audit Committee reviews related‑party transactions (Item 404) .
• Shares pledged: Only identified pledge in director table is for Eric (Rick) Burrough; no pledge disclosure for Essex in director table .

Expertise & Qualifications

• Education: B.S., Building Construction Management, Michigan State University .
• Domain expertise: Founder/operator in multi‑site manufacturing, private equity, and real estate; current directorships across industrial/recycling firms .
• Recognition: 2018 Business Person of the Year (West Michigan Spartans Alumni Association); 2017 Muskegon Chamber Entrepreneur of Excellence nominee .

Equity Ownership

• Ownership policy alignment: Exceeds 5,000‑share director guideline; company states all non‑employee directors are in compliance .
• Anti‑hedging/pledging and pre‑clearance policies apply to directors .

Governance Assessment

• Positives:

  • Independent director with material “skin in the game” (1.66% of shares outstanding) and compliance with robust ownership guidelines—strong alignment signal .
  • Risk Committee service provides direct oversight of credit, liquidity, ALCO, and operational risk; committee met four times in 2024 .
  • Board‑wide governance controls include anti‑hedging/pledging policy, clawback (Rule 10D‑1), mandatory retirement, and independent chair model—favorable for investor confidence .
  • Shareholder support: 2025 Say‑on‑Pay approved (8.63M For vs 0.49M Against), and “1‑Year” SoP frequency preference—signals constructive shareholder engagement environment .

• Watch items:

  • Multiple external operating/board affiliations across manufacturing/real estate may intersect with bank customer relationships; company discloses ordinary‑course related‑party lending on market terms reviewed by the Audit Committee (no defaults) .
  • No committee chair role—governance influence primarily through Risk Committee membership; consider future leadership rotation opportunities .

• RED FLAGS:

  • None disclosed specific to Essex (no pledging noted for him; no related‑party exceptions or adverse findings reported) .

• Context on board leadership transition:

  • Independent Chair retirement under age policy and appointment of new Chair/Vice Chair effective July 5, 2025 supports continuity of independent board leadership .