Roxanne M. Page
About Roxanne M. Page
Roxanne M. Page, age 55, is an independent director of ChoiceOne Financial Services, Inc. (COFS) and ChoiceOne Bank, serving since August 2010; she previously served as Vice Chairwoman of the ChoiceOne Bank Board from December 2013 until the 2019 County Bank merger. A Certified Public Accountant with Doeren Mayhew, she brings deep accounting and finance expertise and is designated COFS’s audit committee financial expert; she currently chairs the Audit Committee and serves on Governance & Nominating and Personnel & Benefits committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChoiceOne Bank | Vice Chairwoman, Board of Directors | Dec 2013 – Oct 2019 | Leadership role on bank board prior to County Bank Corp. merger |
| ChoiceOne/ChoiceOne Bank | Director | Aug 2010 – Present | Long-tenured independent director; committee leadership at holding company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Doeren Mayhew (CPA, audit, tax, advisory firm) | Certified Public Accountant | Ongoing | Accounting/finance expertise leveraged on COFS Audit Committee; Audit Committee Financial Expert designation |
| Wolverine Worldwide YMCA Advisory Board | Director (Advisory Board) | Until 2013 | Community engagement; governance exposure |
Board Governance
- Independence: The Board determined Page is independent under SEC and Nasdaq rules (one of 13 of 15 directors as of 12/31/24; also listed in 2023) .
- Committee assignments and roles (2024 activity levels shown):
- Audit Committee: Chair; designated “audit committee financial expert”; met 4 times in 2024 (5 in 2023) .
- Governance & Nominating Committee: Member; met 3 times in 2024 (4 in 2023) .
- Personnel & Benefits (Compensation) Committee: Member; met 5 times in 2024 (3 in 2023) .
- 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 .
- Board structure: Independent Chair of the Board (Jack G. Hendon); Board drives risk oversight via committees and full Board reports .
Fixed Compensation
- Director pay structure (2024): $39,000 cash annual retainer + $20,000 in stock awards; additional chair fees include $2,500 for Audit Chair; Chair of the Board receives +$10,000 (cash). 2023 structure was $34,000 cash + $10,000 stock; chair fees similar for Audit ($2,500) .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 36,500 | 10,000 | 46,500 |
| 2024 | 41,500 | 20,000 | 61,500 |
Implication: YoY compensation increase reflects program changes and committee chair responsibilities, with a larger equity retainer to align with shareholder interests .
Performance Compensation
- Directors do not receive performance-based compensation; equity is an annual stock grant (no disclosed performance metrics or PSUs for directors) .
Other Directorships & Interlocks
- No other current public company directorships or interlocks are disclosed for Page in COFS proxies; biographical disclosure lists Doeren Mayhew and the Wolverine Worldwide YMCA Advisory Board (nonprofit) .
Expertise & Qualifications
- Certified Public Accountant; career at Doeren Mayhew (audit/tax/advisory) .
- Designated Audit Committee Financial Expert under SEC rules; serves as Audit Chair .
- Long-tenured director with banking governance experience, including prior vice chair role .
Equity Ownership
- Non-employee director stock ownership guideline: ≥5,000 COFS shares within five years; all directors were in compliance as of the proxy date .
- Anti-hedging and pledging policy: prohibits hedging; prohibits pledging except certain loans from FDIC-insured institutions on market terms; beneficial ownership footnotes show pledging by another director (Burrough), but none noted for Page .
| As-of Date | Sole Voting/Dispositive | Shared Voting/Dispositive | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Dec 31, 2023 | 2,152.7237 | 5,097.4488 | 7,250.1725 | <1% |
| Mar 14, 2025 | 2,153 | 5,927 | 8,080 | <1% |
Say-on-Pay & Shareholder Feedback
- 2024 annual meeting (covering FY2023 compensation): Say-on-pay approved (For 3,593,667; Against 348,143; Abstain 151,657; Broker Non-Votes 1,500,183) .
- 2025 annual meeting (covering FY2024 compensation): Say-on-pay approved (For 8,625,296; Against 488,518; Abstain 225,425; Broker Non-Votes 2,667,331); shareholders chose 1-year frequency for future votes (8,476,908 for 1 year) .
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 3,593,667 | 348,143 | 151,657 | 1,500,183 |
| 2025 | 8,625,296 | 488,518 | 225,425 | 2,667,331 |
Election Results (Director-Level Signal)
- 2024 election results for Page: For 3,910,494; Withheld 182,973; Broker Non-Votes 1,500,183—elected to a term expiring at the 2027 annual meeting .
| Candidate (2024) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Roxanne M. Page | 3,910,494 | 182,973 | 1,500,183 |
Related Party & Conflicts Review
- The proxy reports ordinary-course banking relationships (including loans) with directors and immediate families, all on market terms and none in default; Audit Committee reviews related-party transactions .
- Independent registered public accounting firm is Plante & Moran (not Doeren Mayhew), reducing potential audit conflicts with Page’s firm affiliation .
- Anti-hedging/pledging policy in place; no pledging note for Page in beneficial ownership table; a different director has pledged shares under the policy’s exception .
Compensation Committee Analysis (Page is a member)
- Personnel & Benefits Committee composition includes Page; the committee did not retain a compensation consultant in 2024 and intends to engage one in 2025, signaling responsiveness to market benchmarking needs .
- Committee met 5 times in 2024 (up from 3 in 2023), reflecting elevated workload amid incentive plan adjustments and corporate events (e.g., 2024 PSU modifications) .
Governance Policies (Alignment/Risk Controls)
- Clawback: Incentive-based compensation recoupment policy adopted per SEC Rule 10D-1/Nasdaq listing rules .
- Insider trading: Pre-clearance and blackout restrictions; prohibits short-term trading, short sales, options, margin and hedging for covered persons .
- Mandatory retirement: Directors retire at 70; Page (55) below threshold, providing continuity .
Governance Assessment
- Strengths:
- Independent, long-tenured director with CPA credential; designated Audit Committee Financial Expert and Audit Chair—core to financial reporting oversight .
- Robust engagement: Board/committee attendance ≥75% for all directors; expanding comp committee activity; director equity retainer and ownership guideline (5,000 shares) achieved—Page holds 8,080 shares as of Mar 14, 2025 .
- Shareholder support healthy: Page re-elected in 2024; say-on-pay passed in 2024 and 2025; shareholders endorsed annual say-on-pay frequency in 2025 .
- Watch items:
- Committee workload concentration (Audit Chair + member of two key committees) necessitates sustained capacity, though 2024 meeting cadence indicates active oversight .
- RED FLAGS:
- None disclosed specific to Page (no related-party exceptions, no pledging noted for her; independent auditor is not her firm) .