Michelle M. Wendling

About Michelle M. Wendling

Michelle M. Wendling (age 51) is an independent director of ChoiceOne Financial Services, appointed to the holding company board on September 21, 2022, and previously a director of ChoiceOne Bank since October 1, 2019 following the County Bank Corp. merger. She is Senior Director of Sales Strategy at PepsiCo, leading strategy for the Club Channel, Emerging Business, and Multicultural segments across the U.S.; she holds an MBA from Oakland University and a BBA in Food Marketing from Western Michigan University, and was recognized as a Top Women in Grocery winner in 2020 . She previously served on the Memphis Community School Board (2006–2019) with vice president and president roles and as treasurer for Emmett Little League .

Past Roles

External Roles

Board Governance

• Independence: Identified by the Board as independent (one of 13 independent directors as of Dec 31, 2024) .
• Attendance: In 2024, the Board held 12 regular and 1 special meeting; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Leadership and committee work:
  • Risk Committee: Chair; 4 meetings in 2024; charter empowers oversight across credit, ALM, liquidity, and operational risks and authority to retain advisors .
  • Personnel & Benefits Committee (Compensation): Member; 5 meetings in 2024; fully independent; oversees executive pay philosophy, plans, and CEO compensation; authority to engage compensation consultants (intends to engage in 2025; none retained in 2024) .

Fixed Compensation

• Structure: Non-employee directors receive cash retainer plus stock awards; committee chair cash fees (Risk $1,500) and Chair of Board stipend ($10,000; not applicable to Wendling) . Directors can elect to receive 25–100% of cash fees in stock via the Director Stock Purchase Plan; Wendling elected 25% in both 2023 and 2024 .

Performance Compensation

• No performance-based metrics are disclosed for non-employee director compensation; director equity is granted as stock awards and elections under the Director Stock Purchase Plan rather than PSUs or options tied to TSR/financial targets .

Other Directorships & Interlocks

• Interlocks/conflicts: No related-party transactions involving Wendling disclosed; the Company reports ordinary-course loans to directors at market terms; none were in default as of the proxy date, reviewed by the Audit Committee per Item 404 process .

Expertise & Qualifications

• Sales strategy and multi-market execution leadership at PepsiCo, including national responsibility for channel and multicultural strategy; executive sponsorship for inclusion initiatives; multiple leadership awards .
• Banking governance: Director experience across Lakestone (County Bank Corp.) and Capac Bancorp, plus ChoiceOne Bank and holding company boards, providing continuity through mergers .
• Education: MBA (Oakland University) and BBA in Food Marketing (Western Michigan University) .
• Recognitions: Top Women in Grocery (2020) .
• Board qualification rationale: Extensive outside bank director experience and successful management of multi-state teams qualify her for continued service .

Equity Ownership

• Ownership guidelines: Non-employee directors are expected to own at least 5,000 shares within five years; as of the 2025 proxy, all non-employee directors were in compliance, and Wendling’s total beneficial ownership (6,082) meets the guideline .
• Anti-hedging/pledging: Directors are prohibited from hedging COFS stock; pledging is generally prohibited except for loans from FDIC-insured institutions at market terms; no pledging was disclosed for Wendling .
• Vested vs unvested/derivatives: Proxy indicates other directors (excluding certain executives) had no outstanding director stock awards as of 12/31/2023; director equity grants are delivered as stock awards rather than option/PSU awards .

Insider Trades (Form 4)

Note: Share counts and prices are reported as available in public Form 4 sources; July 2025 and 2024 filings are cited for reference but require direct EDGAR parsing for full tabular detail.

Governance Assessment

• Strengths:

  • Independent director with material committee leadership as Risk Committee Chair, signaling Board trust in risk oversight competence; formal charter authority to engage external advisors .
  • Member of the Personnel & Benefits (Compensation) Committee, supporting a pay-for-performance philosophy and annual advisory say-on-pay cadence; committee intends to engage an independent consultant in 2025, enhancing rigor .
  • Attendance and engagement: Board and committees met frequently in 2024; all directors satisfied the 75% attendance threshold and attended the annual meeting .
  • Ownership alignment: Meets director ownership guideline (≥5,000 shares), elected to take 25% of fees in stock, indicating skin-in-the-game .
  • Shareholder support: 2025 say-on-pay passed (8.63M for vs 0.49M against); “1 year” frequency chosen; strong auditor ratification—signals confidence in governance and compensation oversight .

• Potential risks / monitoring points:

  • External employment at PepsiCo: large corporate role with market/channel responsibilities; while no related-party transactions disclosed and conflicts are screened by Governance & Nominating and Audit, ongoing monitoring for potential customer/supplier relationships is prudent .
  • Hedging/pledging: Company policy prohibits hedging and restricts pledging; while Wendling is not disclosed as pledging shares, enforcement and monitoring should continue (Burrough’s permitted pledging highlights policy exceptions) .

• RED FLAGS: None disclosed for Wendling regarding low attendance, related-party transactions, pledging, hedging, legal proceedings, or option repricings; Company-wide clawback policy adopted per SEC/NASDAQ rules strengthens governance posture .

Say-on-Pay & Shareholder Feedback (Context)

Director Compensation Structure (Context)

• 2024: Non-employee directors received $39,000 cash retainer, $20,000 stock awards, and committee chair cash fees (Risk Chair $1,500; Audit Chair $2,500; Governance Chair $1,500; Personnel & Benefits Chair $1,500); Chair of the Board received an additional $10,000 cash .
• 2023: Non-employee directors received $34,000 cash retainer, $10,000 stock awards, and the same chair fee framework; Wendling’s total matched base plus Risk Chair fee .

Related Party Transactions (Company Policy & 2024 Disclosure)

• Audit Committee reviews/approves related-person transactions; ordinary-course director loans were at market terms and none were in default as of the proxy date .

Compensation Committee Analysis (Company Policy & 2024–2025 Plan)

• Personnel & Benefits Committee (fully independent) oversees executive compensation programs (cash and equity), balances growth incentives with risk management; did not retain a compensation consultant in 2024 but intends to engage one in 2025 to benchmark and calibrate pay plans .

Equity Ownership Guidelines & Insider Policy

• Ownership guidelines: ≥5,000 shares within five years; all non-employee directors compliant (Wendling at 6,082 as of March 14, 2025) .
• Anti-hedging/pledging policy: Prohibits hedging and limits pledging to qualified FDIC-insured loans at market terms; insider trading policy mandates pre-clearance and blackout windows for Covered Persons .

Closing Governance View

• Wendling’s risk chair role, compensation committee membership, independence, and stock fee elections collectively support investor confidence in board effectiveness and alignment. Her external strategic expertise at PepsiCo adds a valuable market perspective without disclosed conflicts, while company policies (clawback, anti-hedging, related-party review) provide structural guardrails that mitigate governance risk .