Randy D. Hicks, M.D.
About Randy D. Hicks, M.D.
Randy D. Hicks, M.D., M.B.A., age 67, was appointed as an independent director of ChoiceOne Financial Services, Inc. (COFS) and ChoiceOne Bank on March 1, 2025 following the merger of Fentura Financial, Inc. into ChoiceOne; he previously served on Fentura’s board since 2011 . He is Owner and CEO of Regional Medical Imaging P.C., chairs the Michigan Radiological Society’s Budget & Finance and Strategic Planning Committees, and has extensive experience as a business owner and in commercial real estate ventures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fentura Financial, Inc. (parent of The State Bank) | Director | 2011–2025 (until merger into ChoiceOne) | Long-tenured community bank board experience |
| Regional Medical Imaging P.C. | Owner & CEO | Not disclosed | Operates and leads a multi-site medical imaging business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michigan Radiological Society | Board member; Chair, Budget & Finance; Chair, Strategic Planning | Not disclosed | Financial oversight and long-range planning leadership |
| RJB&M, LLC | Managing member | Not disclosed | Real estate holding company management |
| First Storage One; SHI, LLC | Owner | Not disclosed | Privately owned operating entities |
| Maple syrup operation (sugar bush) | Owner/operator | Not disclosed | Entrepreneurial operations |
Board Governance
- Independence: The Board deemed Dr. Hicks independent under SEC and Nasdaq listing rules as of March 1, 2025 .
- Committee assignments: Member, Personnel and Benefits Committee (functions as the compensation committee). Chair is Harold J. Burns; committee met five times in 2024 and is composed entirely of independent directors .
- Mandatory retirement: Directors may not serve beyond age 70; Dr. Hicks is 67, implying a potential retirement boundary within ~3 years absent policy changes .
- Attendance expectations: Board held 12 regular and one special meeting in 2024; all directors met at least 75% attendance in 2024; directors are expected to attend annual meetings (all attended in 2024). Dr. Hicks joined in 2025, so individual attendance data for him is not yet disclosed .
- Leadership updates: In May 2025, Gregory A. McConnell was appointed Board Chair and Roxanne M. Page Vice Chairwoman effective July 5, 2025; governance continuity maintained with independent leadership .
- Anti-hedging/pledging: Directors/officers are prohibited from hedging COFS stock and generally from pledging it, with limited exceptions for FDIC-insured loans on market terms; policy aligns interests with shareholders .
- Clawback: COFS adopted an incentive-based compensation recoupment policy compliant with SEC Rule 10D-1/Nasdaq listing rules .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $39,000 | 2024 program; paid to all non-employee directors |
| Annual stock award | $20,000 | Grant value for directors; equity component of director pay |
| Chair of the Board premium | $10,000 cash | Additional cash for Board Chair |
| Committee Chair fees (Company) | $2,500 Audit; $1,500 Personnel & Benefits; $1,500 Risk; $1,500 Governance & Nominating | Chair stipends (company-level) |
| Director Stock Purchase Plan | 25/50/75/100% fee deferral into stock | Shares issued based on month-end market value |
Note: Dr. Hicks’ individual 2025 director compensation amounts were not itemized (he joined in 2025); structure above reflects latest disclosed program levels .
Performance Compensation
| Metric Category | Application to Non-Employee Directors | Payout Determination |
|---|---|---|
| Performance-conditioned pay (TSR/financial metrics) | None disclosed for non-employee directors | Director pay consists of fixed retainer and fixed-value stock awards; no performance metrics are used for director compensation |
Other Directorships & Interlocks
| Entity | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Fentura Financial, Inc. | Public before merger | Director | Joined COFS board pursuant to merger agreement; typical integration nomination |
| Michigan Radiological Society | Non-profit/professional society | Board member; Committee chair | No disclosed COFS business relationship |
| Regional Medical Imaging P.C.; RJB&M, LLC; First Storage One; SHI, LLC | Private | Owner/executive roles | No specific related-party transactions disclosed with COFS |
Expertise & Qualifications
- Medical doctor (M.D.) and M.B.A., with substantial financial and analytical experience from leading Regional Medical Imaging and chairing finance and strategy committees at MRS .
- Brings business-owner perspective and real estate development experience; nominated to COFS board as part of Fentura merger, enhancing integration insights .
Equity Ownership
| Holder | Sole Voting/Dispositive | Shared Voting/Dispositive | Options | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Randy D. Hicks, M.D. | 0 | 96,668 | 0 | 96,668 | <1% |
- Director stock ownership guideline: Non-employee directors are expected to own at least 5,000 shares within five years; as of the proxy, all non-employee directors were in compliance. Dr. Hicks’ 96,668 shares materially exceed the guideline .
- Hedging/pledging: Prohibited except limited FDIC-insured loan exception; no pledges noted for Dr. Hicks (Mr. Burrough’s pledge is disclosed) .
Governance Assessment
- Strengths:
- Independent director with deep financial oversight experience (chairs Budget & Finance and Strategic Planning at MRS) and significant personal share ownership (96,668 shares), indicating strong alignment with shareholders .
- Serves on the Personnel and Benefits Committee, which is fully independent and active (five meetings in 2024), supporting robust oversight of executive pay and human capital policies .
- Company-level policies (anti-hedging/pledging and clawback) reduce misalignment and enhance accountability .
- Watch items / potential RED FLAGS:
- Merger-nominated director: Dr. Hicks was nominated pursuant to the Fentura merger agreement, which can concentrate board representation of the acquired entity; monitor for independence of judgment and integration governance balance .
- Mandatory retirement policy: At age 67, tenure horizon is constrained by age-70 limit; succession planning for committee coverage advisable .
- Related-party exposure: Company notes ordinary-course loans to directors; while made on market terms and none in default, specific counterparties are not disclosed. Continue monitoring for any future related-party transactions disclosures .
Overall signal: High ownership and independent committee service support investor confidence; no director-specific conflicts or pay anomalies disclosed for Dr. Hicks. Ongoing monitoring of committee actions, say-on-pay outcomes, and any related-party disclosures remains prudent .
Appendices (Program-Level References)
- 2025 proxy confirms independence determinations and committee structures; director compensation structure and stock purchase plan described for 2024 (latest program disclosure) .
- Board leadership changes effective July 2025 (Chair, Vice Chair) and new director appointment to Audit and Risk (Steven T. Krause), indicating active refreshment; Dr. Hicks’ committee assignment unchanged in disclosures reviewed .