Harold J. Burns
About Harold J. Burns
Harold J. Burns, 58, is an independent director of ChoiceOne Financial Services, Inc. (COFS) and ChoiceOne Bank, appointed October 1, 2019. He is a CPA, CMA, and CGMA; a long‑tenured Partner at UHY LLP and Managing Director at UHY Advisors MI, Inc., leading the Audit & Assurance Practice, chairing the firm’s National Health Care Practice, and serving on the Great Lakes Executive Committee; he holds a BBA in Accounting from Walsh College . His prior bank board experience includes County Bank Corp. (Lakestone Bank & Trust) since 2016 and Capac Bancorp Inc. (CSB Bank) since 2011, providing substantial auditing, accounting, finance, and consulting expertise relevant to bank governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| County Bank Corp. (parent of Lakestone Bank & Trust) | Director | Since 2016; role ceased with merger into ChoiceOne (Oct 2019) | Outside bank director experience prior to COFS; merged into ChoiceOne Oct 1, 2019 |
| Capac Bancorp Inc. (parent of CSB Bank) | Director | Since 2011 | Outside bank director experience; predecessor to County Bank Corp. board service |
| SC4 Foundation | President and Board Member | Prior role | Led philanthropic foundation; governance experience |
| Community Foundation of St. Clair County | Board Service | Prior role | Community governance experience |
| St. Clair County RESA; Memphis Community Schools | Board Service | Prior roles | Education system governance experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| UHY LLP / UHY Advisors MI, Inc. | Partner; Managing Director | Current | Leads Audit & Assurance; chairs National Health Care Practice; Great Lakes Executive Committee |
| Serving Macomb | Treasurer | Current | Non-profit financial oversight |
| St. Clair Community Foundation | Committee Chairperson | Current | Committee leadership role |
| Forgotten Harvest | Board Member | Current | Non-profit board service |
| McLaren Macomb Healthcare Foundation | Board Member | Current | Healthcare foundation governance |
| Archdiocese of Detroit | Audit Committee & Finance Council | Current | Audit and finance oversight roles |
Board Governance
- Independence: The Board determined Burns is independent under SEC and Nasdaq rules .
- Committee assignments: Member, Governance & Nominating Committee; Chair, Personnel & Benefits Committee (compensation committee) .
- Attendance: Board held 12 regular and 1 special meeting in 2024; all directors attended ≥75% of Board/committee meetings and all attended the 2024 annual meeting .
- Board leadership: Chair of the Board is an independent director (Jack G. Hendon), with independent-leaning governance structure .
| Committee | Role | Meetings in 2024 | Membership Details |
|---|---|---|---|
| Governance & Nominating | Member | 3 | Committee of independent directors; charter posted online |
| Personnel & Benefits (Compensation) | Chair | 5 | All members independent; authority over executive compensation plans; may engage consultants |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| 2024 | $40,500 | $20,000 | $60,500 |
| Director Fee Schedule (2024) | Amount |
|---|---|
| Annual cash retainer (non‑employee directors) | $39,000 |
| Annual stock grant (non‑employee directors) | $20,000 |
| Committee Chair fees (COFS): Audit $2,500; Personnel & Benefits $1,500; Risk $1,500; Governance & Nominating $1,500 | $1,500 applicable to Burns as Personnel & Benefits Chair |
| Chair of Board additional cash | $10,000 (not applicable to Burns) |
- Equity election: Burns elected to receive 100% of his director fees in Company stock under the Directors’ Stock Purchase Plan in 2024, signaling alignment .
Performance Compensation
| Component | Metric | Target / Payout | Notes |
|---|---|---|---|
| Directors’ compensation | None disclosed | N/A | Director pay consists of cash retainers and time‑based stock awards; no performance‑based metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| County Bank Corp. (Lakestone Bank & Trust) | Not stated | Director (since 2016; merged into ChoiceOne Oct 2019) | Pre‑merger role; no ongoing interlock post‑merger |
| Capac Bancorp Inc. (CSB Bank) | Not stated | Director (since 2011) | Pre‑County Bank Corp. role; no current interlock disclosed |
No current public company directorships or competitive interlocks disclosed for Burns beyond COFS .
Expertise & Qualifications
- Credentials: CPA, CMA, CGMA; extensive public company auditing, accounting, finance, and consulting experience; leads firm audit practice and healthcare industry efforts .
- Education: BBA in Accounting, Walsh College .
- Board qualifications: Prior outside bank director roles and committee leadership in multiple organizations cited by Governance & Nominating Committee as basis for continued service .
Equity Ownership
| Holder | Sole Voting & Dispositive | Shared Voting/Dispositive | Options Underlying | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Harold J. Burns | — | 21,868 | — | 21,868 | <1% |
- Non‑employee director stock ownership guideline: Minimum 5,000 shares; all non‑employee directors were in compliance as of the proxy date .
- Anti‑hedging & pledging: Directors are prohibited from hedging or pledging Company stock, with a limited exception for loans from FDIC‑insured institutions on market terms; no pledged shares reported for Burns (contrast: Burrough had 144,260 shares pledged under the permitted exception) .
Governance Assessment
-
Strengths
- Independent status with significant audit and compensation oversight experience; chairs the Personnel & Benefits Committee, which met five times in 2024—indicative of active engagement .
- Strong alignment: elected 100% stock for director fees in 2024; meets ownership guidelines .
- Robust governance framework: independent Board chair; anti‑hedging/pledging and insider trading pre‑clearance policies; formal compensation clawback policy under SEC Rule 10D‑1 .
- Attendance and engagement: met Board/committee attendance thresholds and attended annual meeting .
-
Watch items
- Compensation governance signal: the Board approved modifications extending executive PSU performance/vesting periods from 3 to 5 years in January 2024; as compensation committee chair, Burns’ oversight of future award design and consultant engagement (planned in 2025) merits monitoring for pay‑for‑performance rigor and potential creep in guaranteed pay .
- Related‑party banking relationships (ordinary‑course loans): routine for community banks; Audit Committee oversight in place—no defaults reported; continue to monitor for any changes affecting independence perceptions .
-
RED FLAGS
- None specific to Burns disclosed (no pledging by Burns; no low attendance; no disclosed related‑party transactions outside ordinary course; auditor is Plante Moran—not UHY—mitigating potential audit firm conflict) .
Additional governance context: The Board recommends annual say‑on‑pay frequency, supporting ongoing shareholder feedback on compensation programs overseen by Burns’ committee .