Curt E. Coulter, D.O.
About Curt E. Coulter, D.O.
Curt E. Coulter, D.O., age 63, is an independent director of ChoiceOne Financial Services, Inc. (COFS) since September 21, 2022; he has served on ChoiceOne Bank’s board since October 1, 2019 following the County Bank Corp. merger and previously served on Lakestone Bank & Trust/County Bank Corp. boards since November 2016. He is a physician and partner at Lapeer Medical Associates, Board Certified in Family Medicine, with a B.S. from University of Michigan–Flint and a D.O. from Michigan State University; he completed internship at Flint Osteopathic Hospital and residency at Genesys Regional Medical Center and is an Associate Professor of Clinical Medicine at MSU-COM and MSU-CHM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChoiceOne Financial Services, Inc. | Director | Appointed Sep 21, 2022–present | Independent director; Board determined independence |
| ChoiceOne Bank | Director | Appointed Oct 1, 2019–present | Post-merger appointment; contributes outside bank director perspective |
| Lakestone Bank & Trust / County Bank Corp. | Director | Nov 2016–Oct 2019 (pre-merger) | Experience as outside bank director |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lapeer Medical Associates | Physician & Partner | Ongoing | Board Certified in Family Medicine |
| Michigan State University (COM & CHM) | Associate Professor of Clinical Medicine | Ongoing | Academic affiliations |
| PBSC Properties | Partner | Ongoing | Real estate involvement |
| Farm operations | Owner (200-acre farm) | Ongoing | Cattle; corn, soybeans, wheat, maple syrup |
Board Governance
- Independence: The Board designated Dr. Coulter as “independent” under SEC and NASDAQ rules .
- Committee assignments: Member, Risk Committee; Chair is Michelle M. Wendling .
- Attendance: In 2024, the Board held 12 regular and 1 special meeting; all directors attended at least 75% of aggregate Board and committee meetings on which they served. All directors attended the 2024 annual meeting .
- Leadership structure: Independent Chairman (Jack G. Hendon as of proxy date), with independent committee structures (Audit, Governance & Nominating, Personnel & Benefits, Risk) .
- Policies supporting governance: Anti-hedging and pledging policy and incentive-based compensation recoupment (clawback) policy adopted per SEC Rule 10D-1/NASDAQ rules .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| 2024 | $40,500 | $20,000 | $60,500 |
- Non-employee director standard structure in 2024: $39,000 cash retainer plus $20,000 in stock awards; additional cash for chair roles (Audit $2,500; Personnel & Benefits $1,500; Risk $1,500; Governance & Nominating $1,500) and Chairman of the Board +$10,000. Directors may elect to receive 25%, 50%, 75%, or 100% of cash fees in stock via the Directors’ Stock Purchase Plan .
- Notably, Dr. Coulter elected to receive 100% of fees in stock for two payments and 50% for two payments in 2024, indicating higher equity alignment .
Performance Compensation
- Director compensation is not performance-conditioned; equity for directors is grant-based rather than metric-based. No director-specific performance metrics, options, or PSUs are disclosed for non-employee directors .
- Company-wide clawback policy applies to incentive-based compensation if a restatement occurs (three-year lookback) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed; prior outside bank directorships at Lakestone/County Bank Corp. (pre-merger) |
| Interlocks/relationships | Partner in PBSC Properties; medical practice leadership; no related-party transactions disclosed beyond ordinary-course banking noted for directors generally |
Expertise & Qualifications
- Medical practice leadership as physician/partner (operational, people leadership) .
- Academic roles at MSU-COM and MSU-CHM (clinical instruction, oversight) .
- Community business ownership (agricultural operations) .
- Years of outside bank director experience since 2016 (Lakestone/County Bank Corp.) .
Equity Ownership
| Measure | Value |
|---|---|
| Sole voting & dispositive power | 10,282 shares |
| Shared voting/dispositive power | — |
| Options (exercisable/unexercisable) | — |
| Total beneficial ownership | 10,282 shares; <1% of class |
| Shares outstanding basis | 8,965,483 shares outstanding at Dec 31, 2024 (basis for percent-of-class) |
| Director stock ownership guideline | 5,000 shares; all non-employee directors in compliance |
| Anti-hedging/pledging | Hedging prohibited; pledging generally prohibited except limited FDIC-insured exceptions; no pledge noted for Coulter (Burrough pledge disclosed separately) |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Holdings After | Ownership Form | Source |
|---|---|---|---|---|---|---|
| Oct 1, 2025 | Dividend reinvestment/acquisition (Code A) | 238 | $28.96 | 10,173.9915 direct; 1,442.8761 IRA | Direct and Indirect | |
| Jul 1, 2025 | Dividend reinvestment/acquisition (Code A) | 239 | $28.70 | 9,842.5046 direct; 1,442.8761 IRA | Direct and Indirect | |
| Oct 1, 2025 (reported Oct 3) | Dividend reinvestment (footnote: 93.4869 shares from reinvested dividends) | 238 | $28.96 | 10,173.9915 direct | Direct | |
| Oct 3, 2025 | Filing index (duplicate reference) | — | — | — | — | |
| Jul 1, 2025 (summary) | Acquisition | 239 | $28.70 | 9,842.5046 direct; 1,442.8761 IRA | Direct and Indirect | |
| Additional small purchase (article) | Dividend reinvestment/purchase | 10 | $29.78 | 8,850.6742 direct (post-event) | Direct |
Note: The Form 4 entries indicate routine dividend reinvestments and modest incremental share acquisitions, supporting progressive ownership alignment without the use of derivatives [links above].
Governance Assessment
- Alignment and incentives: Strong equity orientation—Dr. Coulter elected to receive 100% of fees in stock for two payments and 50% for two payments in 2024; plus ongoing dividend reinvestments, increasing his stake incrementally .
- Independence and conflicts: Board affirmed independence after considering ordinary-course loans and business transactions; related-party transactions are reviewed by the Audit Committee and were ordinary-course, on market terms, and not in default as of the proxy date .
- Committee effectiveness: Risk Committee membership aligns with his operational and analytical background; the committee met four times in 2024, focusing on credit, ALM, liquidity, and operational risk oversight .
- Attendance and engagement: Meets attendance expectations (≥75%) with full annual meeting participation—supports engagement and reliability signals .
- Policy safeguards: Anti-hedging/pledging and clawback policies in place; non-employee director stock ownership guideline of 5,000 shares, with full compliance—mitigates misalignment risks .
RED FLAGS
- None specifically disclosed for Dr. Coulter: no pledging noted (contrast: Burrough pledged shares), no related-party transactions beyond ordinary-course banking; director compensation is standard with equity component and no discretionary anomalies .
Contextual signals affecting investor confidence
- Independent Risk oversight participation and consistent equity accumulation via fee elections/dividend reinvestments strengthen alignment and risk governance posture .