Michael J. Burke, Jr.
About Michael J. Burke, Jr.
Michael (Mike) J. Burke, Jr., 55, is President of ChoiceOne Financial Services, Inc. and ChoiceOne Bank and serves on the Company’s Board of Directors; he became President of ChoiceOne in October 2019 and President of ChoiceOne Bank in May 2020, after prior service as President of Lakestone Bank & Trust (2016) and President/CEO of CSB Bank (2012). He holds a BBA in Finance from the University of Michigan–Flint and currently serves nationally as Vice Chairman of the Independent Community Bankers of America; locally he has served on several civic and healthcare boards . Company performance disclosure shows improving shareholder returns and profitability over 2022–2024, with total shareholder return (TSR) index rising from 102.02 (2022) to 107.40 (2023) and 135.60 (2024), and net income moving from $23.64M (2022) to $21.26M (2023) and $26.73M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ChoiceOne Financial Services, Inc. | President | Oct 2019–present | Led post-merger integration after County Bank Corp. merger (2019) and subsequent consolidation initiatives . |
| ChoiceOne Bank | President | May 2020–present | Oversaw operating integration and market execution across expanded footprint . |
| Lakestone Bank & Trust | President | 2016–2019 | Led combined bank formed by merger of Lapeer County Bank & Trust and CSB Bank . |
| CSB Bank | President & CEO | 2012–2016 | Bank leadership prior to Lakestone formation . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Independent Community Bankers of America (ICBA) | Vice Chairman (national) | Current | Industry leadership; policy and advocacy for community banks . |
| Community/Regional Boards (e.g., Lapeer Development Corporation; McLaren Lapeer Region Board of Trustees; Lapeer County Community Foundation) | Board/Trustee | Prior/current as disclosed | Community and healthcare ecosystem engagement in core markets . |
Fixed Compensation
| Year | Base salary ($) | Base salary YoY decision | All other compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 370,006 | 4% merit increase approved for 2024 | 35,502 | Includes car allowance, group life, HSA contributions, 401(k) match . |
| 2023 | 355,000 | — | 22,953 | Same categories as above . |
Performance Compensation
- Structure and plan mechanics:
- Annual incentive plan pays in cash, time-based RSUs, and performance-based RSUs; 2024 awards were paid at 92% of target under a model based on asset growth and return on average assets with an asset-quality modifier capping/adjusting payouts; awards are capped at 200% of target .
- 2024 target incentive mix as a % of salary for Burke: 40% cash, 25% stock; payout factor applied: 92% of target .
| Metric/Vehicle | Weighting/Target | Actual/Payout | Vesting/Performance conditions |
|---|---|---|---|
| Annual cash incentive | Target 40% of salary | 92% of target for 2024 awards | Paid following plan year; contingent on continued employment through payment date . |
| Time-based RSUs (TBRSUs) | Target included in 25% stock mix | 92% of target for 2024 awards | Cliff vest after 3 years (e.g., 2024 grant vests 4/30/2027) . |
| Performance-based RSUs (PSUs) | Target included in 25% stock mix | 92% of target for 2024 awards | 5-year service plus 5-year EPS growth curve: Max 125% at 7%, Target 100% at 5%, Threshold 25% at 0%; linear tiers disclosed . |
2024 realized incentive amounts (per Summary Compensation Table):
- Non-equity incentive plan compensation (cash): $136,162 .
- Stock awards fair value: $85,101 (mix of TBRSUs and PSUs; granted subsequent year) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 9,559 shares (<1% of class) . |
| Ownership breakdown | Sole voting/dispositive: 2,542; Shared voting/dispositive: 7,017; Options: none . |
| Vested vs unvested | Unvested TBRSUs: 1,329 (vest 4/30/2025), 865 (4/30/2026), 812 (4/30/2027); Unvested PSUs: 1,329 (grant 2/15/2022, 5-yr vest), 865 (4/30/2023, 5-yr vest), 812 (4/30/2024, 5-yr vest) . |
| In-the-money options | None outstanding for Burke . |
| Upcoming vesting overhang | 1,329 TBRSUs vest April 30, 2025 ($47,366 market value at 12/31/2024); PSU tranches eligible at 5-year marks subject to EPS growth (2027/2028/2029) . |
| Hedging/pledging | Hedging prohibited; pledging prohibited except limited exception for FDIC-insured bank loans on market terms. No Burke pledges disclosed (example pledge noted for another director) . |
| Insider trading controls | Pre-clearance required for Section 16 officers; blackout periods; short-term trading, short sales, options, margin, hedging prohibited . |
Employment Terms
| Element | Key terms |
|---|---|
| Employment agreement | Effective October 1, 2019, substantially similar to CEO agreement . |
| Termination without cause / Good reason | Two years of continued salary; 12 months healthcare continuation (or until new employment) . |
| Change in control (double-trigger) | If qualifying termination within 6 months before or 3 years after CIC: lump-sum 3× current base salary plus 12 months healthcare; subject to 280G cutback to ≤2.99× base amount if needed . |
| Equity on CIC | All unvested equity and stock options immediately vest upon CIC . |
| Non-compete / Non-solicit | 24 months post-employment; applies in counties with a branch/LPO and contiguous counties; confidentiality obligations apply . |
| 401(k) and retirement | Eligible for 401(k) with discretionary match (vests immediately) and potential profit-sharing (6-year vesting) . |
| Clawback | Incentive-based compensation recoupment policy compliant with SEC Rule 10D-1/NASDAQ; restatement-based recovery for three completed fiscal years preceding restatement . |
Board Governance (Director Role, Committees, and Independence)
- Director status and independence: Burke is a director with a term expiring in 2026; he is not listed among independent directors (13 of 15 are independent), reflecting executive status .
- Board leadership: Independent Chairman of the Board (Jack G. Hendon) .
- Committee roles: Member, Board Risk Committee (Chair: Michelle M. Wendling); Risk Committee met four times in 2024 .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; Board held 12 regular and one special meeting .
- Director compensation: Employee directors (Potes, Burke) receive no director fees; non-employee directors receive cash retainers, chair premiums, and $20,000 in stock awards .
Multi-Year Compensation Summary (Named Executive Officer)
| Year | Salary ($) | Stock awards ($, ASC 718) | Non-equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 370,006 | 85,101 | 136,162 | 35,502 | 626,771 |
| 2023 | 355,000 | 47,570 | 83,248 | 22,953 | 508,771 |
Notes: 2024 plan paid 92% of target across cash and equity; RSU vesting schedules: TBRSUs 3-year cliff; PSUs 5-year with EPS growth curve .
Outstanding and Unvested Equity Detail (as of Dec 31, 2024)
| Award type | Grant date | Unvested units | Vesting date/condition | Market value at 12/31/24 |
|---|---|---|---|---|
| TBRSU | 2/15/2022 | 1,329 | Vests 4/30/2025 | $47,366 |
| TBRSU | 4/30/2023 | 865 | Vests 4/30/2026 | $30,829 |
| TBRSU | 4/30/2024 | 812 | Vests 4/30/2027 | $28,940 |
| PSU | 2/15/2022 | 1,329 | 5-year service + 5-year EPS growth curve (0–125% payout) | $47,366 |
| PSU | 4/30/2023 | 865 | 5-year service + EPS growth curve | $30,829 |
| PSU | 4/30/2024 | 812 | 5-year service + EPS growth curve | $28,940 |
EPS growth payout schedule (2024 plan): Max 125% at 7% growth; Target 100% at 5%; Threshold 25% at 0%; intermediate tiers disclosed .
Company Pay vs Performance Context (Disclosure Baseline)
| Year | TSR index (initial $100) | Net income ($) |
|---|---|---|
| 2022 | 102.02 | 23,640,000 |
| 2023 | 107.40 | 21,261,000 |
| 2024 | 135.60 | 26,727,000 |
Compensation Committee and Peer/Process Notes
- The Personnel and Benefits Committee (independent directors) oversees executive pay and incentive plan design; it met five times in 2024 .
- No compensation consultant retained in 2024; the committee intends to engage one in 2025; incentive plan aligns pay with asset growth, ROAA, and asset quality modifier; equity mix includes TBRSUs and PSUs .
Risk Indicators and Governance Policies
- Anti-hedging/pledging: Hedging prohibited; pledging prohibited except limited FDIC-insured depository loan exception; explicit disclosure of another director’s pledge (not Burke) .
- Clawback (recoupment) policy adopted per SEC/NASDAQ rules .
- Related-party transactions: Ordinary-course banking on market terms; no unfavorable features reported .
Board Service Dual-Role Implications
- Burke is both an executive officer (President) and a director, and serves on the Board Risk Committee alongside independent directors; the Board maintains an independent Chair and 13 of 15 directors are independent, mitigating independence concerns, though the Risk Committee includes both executives and independent directors .
Investment Implications
- Alignment and upside exposure: Burke’s equity mix is heavily RSU-based with meaningful five-year PSUs tied to EPS growth, driving multi-year alignment; 2024 awards paid below target (92%) on bank performance, indicating pay sensitivity to results .
- Supply/insider-selling watch: A 1,329-unit TBRSU tranche vests on April 30, 2025 with additional TBRSU tranches in 2026 and 2027; PSUs begin to hit eligibility windows starting 2027, potentially creating periodic selling pressure, subject to policy blackout/pre-clearance controls .
- Retention and change-in-control economics: Contractual protections include 2 years’ salary for no-cause/good-reason terminations and 3× salary for double-trigger CIC with equity acceleration and 280G cutback—robust retention and CIC coverage that may influence negotiation dynamics in strategic scenarios .
- Ownership “skin-in-the-game”: Beneficial ownership is <1% with no options outstanding; alignment relies on unvested RSUs/PSUs rather than large outright holdings; anti-hedging/pledging policies strengthen alignment quality .
- Governance quality: Independent Chair, majority-independent Board, and a recoupment policy support risk oversight, though the presence of executives on the Risk Committee should be monitored for best-practice alignment in financial institutions .