Steven T. Krause
About Steven T. Krause
Steven T. Krause was appointed as an independent director of ChoiceOne Financial Services, Inc. on June 25, 2025, effective July 5, 2025; the Board determined he meets Nasdaq independence standards and indicated he is expected to serve on the Audit and Risk Committees . Prior background details (age, education, prior roles) were not disclosed in company filings reviewed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChoiceOne Bank | Director | 2025 | Welcomed as a bank-level director following the Fentura merger integration . |
External Roles
- Not disclosed in reviewed filings.
Board Governance
- Independence: Board classified Krause as independent upon appointment . The broader Board determined 13 of 15 directors were independent as of late 2024/early 2025 .
- Mandatory retirement: Directors must retire at age 70 .
- Expected committees for Krause: Audit and Risk (member) .
- Committee structure and current chairs (context):
- Audit Committee (Chair: Roxanne M. Page)
- Governance & Nominating (Chair: Jack G. Hendon)
- Personnel & Benefits (Chair: Harold J. Burns)
- Risk Committee (Chair: Michelle M. Wendling)
- Attendance expectations: Company expects directors to attend the annual meeting; in 2024, all directors attended, and all directors met at least 75% attendance of Board/committee meetings; Krause joined after 2024, so his attendance is not yet reported .
| Committee | Krause Role | Notes |
|---|---|---|
| Audit Committee | Expected Member | Oversees financial reporting, auditor oversight; independent-only composition . |
| Risk Committee | Expected Member | Oversees credit, liquidity, ALM, operational risk . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $39,000 | 2024 schedule; applies to non-employee directors . |
| Annual stock award | $20,000 | 2024 schedule . |
| Chairman premium (cash) | $10,000 | Additional cash for Board Chair . |
| Committee Chair fees (Company Board): Audit | $2,500 | Paid in cash . |
| Committee Chair fees (Company Board): Personnel & Benefits | $1,500 | Paid in cash . |
| Committee Chair fees (Company Board): Risk | $1,500 | Paid in cash . |
| Committee Chair fees (Company Board): Governance & Nominating | $1,500 | Paid in cash . |
| Director Stock Purchase Plan (deferral election) | 25%, 50%, 75%, or 100% of fees in stock | Shares issued at market value on purchase date . |
| Krause entitlement | Consistent with prevailing director program | Per appointment 8-K . |
Performance Compensation
- Directors: No performance-based metrics disclosed for non-employee directors; compensation is retainer and fixed equity grants or elective stock via the Director Stock Purchase Plan .
- Executive incentive framework (context for pay-for-performance culture): PSUs tied to five-year cumulative EPS with defined payout curve; time-based RSUs vest over three years .
| Performance Metric (Executives) | Thresholds | Payout % |
|---|---|---|
| 5-year cumulative EPS growth | 0% | 25% |
| 5-year cumulative EPS growth | 1% | 33% |
| 5-year cumulative EPS growth | 2% | 50% |
| 5-year cumulative EPS growth | 3% | 67% |
| 5-year cumulative EPS growth (Target) | 5% | 100% |
| 5-year cumulative EPS growth (Max) | 7% | 125% |
Other Directorships & Interlocks
- Not disclosed in reviewed filings.
Expertise & Qualifications
- Not disclosed in reviewed filings.
Equity Ownership
- Non-employee director stock ownership guideline: expected to own at least 5,000 shares; compliance within five years of appointment. As of the 2025 proxy date, all non-employee directors were in compliance; Krause was appointed after the proxy date, and his ownership has not yet been reported .
- Anti-hedging/pledging policy: prohibits hedging and pledging, with limited pledge exceptions for loans from FDIC-insured institutions under ordinary terms and normal risk .
| Ownership Policy | Requirement | Status/Notes |
|---|---|---|
| Stock ownership guideline | ≥5,000 shares within 5 years | All non-employee directors compliant as of proxy date; Krause appointed later (ownership not yet disclosed) . |
| Anti-hedging/pledging | Prohibited (limited pledge exceptions) | Company-wide policy applies to directors . |
Governance Assessment
- Board effectiveness: Appointment of an independent director to Audit and Risk committees supports oversight of financial reporting and enterprise risk; independence classification aligns with Nasdaq standards .
- Pay alignment: Director pay mix includes meaningful equity ($20k) and elective stock purchases, reinforcing long-term alignment; no performance-based elements for directors mitigate risk of short-termism .
- Ownership alignment: Formal guideline (5,000 shares) with five-year compliance window; Krause will be subject to this guideline .
- Conflicts/related party exposure: Company reports ordinary-course banking relationships with directors at market terms and normal risk; Audit Committee reviews related person transactions. No Krause-specific related-party transactions disclosed to date .
- Red flags: Company permits limited pledging under strict conditions; one director (Burrough) had pledged shares per policy—a general governance caution on pledging, though not specific to Krause . No hedging permitted .
- Shareholder sentiment: 2025 say‑on‑pay passed comfortably; annual say‑on‑pay frequency approved at 1 year—signals constructive investor engagement framework .
| 2025 Shareholder Votes | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| NEO Compensation (Say‑on‑Pay) | 8,625,296 | 488,518 | 225,425 | 2,667,331 |
| Say‑on‑Pay Frequency (Years) | 1‑year: 8,476,908 | 2‑year: 153,154 | 3‑year: 578,479 | 130,698 abstain |
| Auditor Ratification (Plante Moran) | 11,950,886 | 48,389 | 7,295 | 0 |
Overall, Krause’s independent status and expected Audit/Risk committee placements bolster board oversight; compensation and ownership policies support alignment. Absence of disclosed conflicts or attendance data for Krause is typical for a mid‑year appointee; future proxy disclosures should be monitored to confirm committee assignments, meeting attendance, and ownership progress .