Keith D. Brophy
About Keith D. Brophy
Keith D. Brophy (62) has served as an independent director of ChoiceOne Financial Services, Inc. and ChoiceOne Bank since October 2014. He is currently Chief Executive Officer of Mentavi Health, a national telehealth mental health company (joined in 2021 as COO), and previously led the Emergent Holdings Business Lab Product Group. He holds a Bachelor of Computer Science from the University of Michigan and a Master’s in Information Science from Strayer University; he is a former West Michigan E&Y Entrepreneur of the Year and has adjunct teaching experience at GVSU’s Seidman School of Business. His term on the ChoiceOne board is currently scheduled to expire in 2026.
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Mentavi Health | Chief Executive Officer; previously Chief Operating Officer | COO since 2021; CEO current | Led national telehealth operations |
| Emergent Holdings Inc. | Director, Business Lab Product Group | Not disclosed | Innovation/product leadership |
| Michigan Small Business Development Center | State Director & CEO | Not disclosed | Statewide small business support leadership |
| Ideomed, Inc. | Chief Executive Officer | Not disclosed | Healthcare tech leadership |
| RCM Technologies | Executive positions | Not disclosed | National technology firm experience |
| Nusoft Solutions | Executive positions | Not disclosed | Enterprise tech experience |
| Sagestone Consulting | Co-founder & CEO | Not disclosed | Entrepreneurial leadership |
External Roles
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| Greatland Corporation | Director | Not disclosed | Corporate board role (company type not specified) |
| City of Grand Rapids SmartZone LDFA | Advisory Board appointee | Not disclosed | Municipal innovation/advisory role |
| Meghan’s Army | Advisory Board member | Not disclosed | Non-profit advisory role |
| University of Michigan MTRAC Life Sciences Fund | Board service (prior) | Not disclosed | University-affiliated commercialization fund |
| Frederick Meijer Gardens and Sculpture Park | Board service (prior) | Not disclosed | Cultural institution governance |
| West Michigan Center for Arts and Technology | Board service (prior) | Not disclosed | Community development/education |
| GVSU Seidman School of Business | Adjunct Professor | Not disclosed | Academic instruction |
Board Governance
- Independence: The board determined Brophy is “independent” under SEC and Nasdaq rules; 13 of 15 directors were independent as of 12/31/2024.
- Committee assignments: Audit Committee member (members: Roxanne M. Page—Chair; Keith D. Brophy; Jack G. Hendon; Gregory A. McConnell; Bradley F. McGinnis). Audit Committee met 4 times in 2024; Page is designated as the audit committee financial expert.
- Attendance: Board held 12 regular and 1 special meeting in 2024; all directors attended at least 75% of board and committee meetings and all directors attended the 2024 annual meeting.
- Board leadership: Independent Chairman model (Chairman Jack G. Hendon).
- Policies: Anti-hedging/pledging policy prohibits hedging and generally prohibits pledging (limited exception for FDIC-insured loans on market terms). Insider trading policy requires pre-clearance and prohibits options trading, margin, short sales, and hedging.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $40,500 | 2024 director compensation table |
| Stock Awards | $20,000 | Annual director equity grant |
| Total | $60,500 | Sum of cash and stock awards |
| Structure | $39,000 annual cash retainer; $20,000 stock grant; Committee chair cash stipends: Audit $2,500; Personnel & Benefits $1,500; Risk $1,500; Governance & Nominating $1,500; Chairman of the Board additional $10,000 | Compensation framework |
| Fee election | Elected to receive 50% of fees in ChoiceOne common stock via Directors’ Stock Purchase Plan (DSPP) | Alignment signal |
Performance Compensation
- Directors do not receive performance-based compensation; no disclosed performance metrics, PSUs, or options for non-employee directors. The $20,000 director stock grant is not performance-conditioned.
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Greatland Corporation | Corporate | Director | No related-party transactions disclosed; nature of entity not specified as public/private in proxy |
| Multiple non-profit/academic boards | Non-profit/academic | Advisor/Director | Standard civic roles; no ChoiceOne-related transactions disclosed |
- Related-party transactions: The company states director/family transactions (primarily ordinary-course loans) were made on market terms and not in default; Audit Committee reviews and approves any related person transactions under Item 404.
Expertise & Qualifications
- Technology and entrepreneurial leadership across healthcare tech, enterprise IT, and product innovation; prior E&Y Entrepreneur of the Year recognition.
- Governance and finance exposure via Audit Committee service; academic credentials in computer science and information science; adjunct faculty experience strengthening oversight of technology, data, and operations.
Equity Ownership
| Holder | Sole Voting & Dispositive Power | Shared Voting or Dispositive Power | Shares Underlying Unexercised Options | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Keith D. Brophy | 8,556 | 10,474 | — | 19,030 | <1% |
- Director stock ownership guideline: Non-employee directors must own ≥5,000 shares; all non-employee directors were in compliance as of the proxy date.
- Anti-hedging/pledging: Hedging prohibited; pledging generally prohibited except limited FDIC-insured loan exception; no pledging by Brophy disclosed.
- Shares pledged disclosure example: Another director (Burrough) pledged 144,260 shares under policy exception; not applicable to Brophy.
Governance Assessment
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Board effectiveness: Independent director with deep technology and operational experience; active Audit Committee participation, with committee meeting cadence (4x in 2024) and full-board engagement (≥75% attendance, annual meeting attendance) supporting oversight quality.
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Alignment: Meets and exceeds director ownership guidelines (19,030 shares), and elected to receive 50% of fees in stock—both positive skin-in-the-game signals.
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Pay structure: Director compensation balanced between cash and annual equity with no performance-linked features; compensation levels consistent with committee responsibilities and structure.
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Conflicts/related-party exposure: No Brophy-specific related-party transactions or pledging disclosed; ordinary-course director loans are on market terms and overseen by Audit Committee.
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RED FLAGS: None disclosed for Brophy regarding low attendance, hedging/pledging, related-party transactions, or pay anomalies.
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Additional board context: Independence across majority of board, independent chair, and robust policy framework (anti-hedging/pledging, insider trading, compensation clawback) bolster investor confidence in governance practices.