Exchange Act of 1934 (Amendment No. (Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION__))
☐ Preliminary Proxy Statement
☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
CHOICEONE FINANCIAL SERVICES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| ChoiceOne Financial Services, Inc. |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
| Payment of Filing Fee (Check the appropriate box): |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 20, 2022.
Sincerely,
Kelly J. PotesChiefExecutive Officer
Sincerely, | |
|  |
Kelly J. Potes | |
Chief Executive Officer |
109 East Division
1.Electionof directors.
2.Advisory approval of the Company’sexecutive compensation.
3.Ratification of the selection of Plante & Moran, PLLC as our registered independent public accounting firm for the currentfiscal year.
1. | Election of directors. |
| 2. | Approval of the ChoiceOne Financial Services, Inc. Equity Incentive Plan of 2022. |
| 3. | Approval of the ChoiceOne Financial Services, Inc. 2022 Employee Stock Purchase Plan. |
| 4. | Advisory approval of the Company's executive compensation. |
| 5. | Ratification of the selection of Plante & Moran, PLLC as our registered independent public accounting firm for the year ending December 31, 2022. |
|
By Order of the Boardof Directors,
Adom J. GreenlandChief Operating Officerand Secretary
April16, 2020
By Order of the Board of Directors, | |
 | |
| Adom J. Greenland | |
| Chief Financial Officer and Secretary |
It is important that your shares be represented at the meeting. Evenif you expect to attend the meeting, PLEASE SIGN, DATE AND RETURN YOURPROXY PROMPTLY. |
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CHOICEONE FINANCIAL SERVICES, INC.
25, 2022
the Annual Meeting.
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Who Will Solicit Proxies
. The proposed ChoiceOne Financial Services, Inc. 2022 Employee Stock Purchase Plan will be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of the proposal. Abstentions, broker non-votes and other shares that are not voted will not be counted as voted.
counted as voted.
Quorum. A majority of the shares entitled to vote at the annual meetingAnnual Meeting must be present online or represented at the meeting by proxy to constitute a quorum. To determine whether a quorum is present, we will include shares that are present online or represented by proxy, including abstentions and shares represented by a broker non-vote onanyon any matter.
Effective October 1, 2019, pursuant70 years old, except that any individual serving as a director on December 16, 2020 who was older than 70 years of age but younger than 72 years of age may continue to the Agreement and Planserve as a director until reaching 72 years of Merger dated March 22, 2019 (the “Merger Agreement”) by and between ChoiceOne Financial Services, Inc. (“ChoiceOne”) and County Bank Corp. (“County”), County was merged with and into ChoiceOne, with ChoiceOne as the surviving corporation in the merger (the “Merger”). Pursuant to the Merger Agreement and effective as of the effective time of the Merger, ChoiceOne’s board of directors is comprised of seven persons designated by ChoiceOne and seven persons designated by County. Effective as of the effective time of the Merger, Greg L. Armock and Bradley F. McGinnis resigned from ChoiceOne’s boardof directors.
age.
Keith D. Brophyheld in 2025:
EachChurchill
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ChoiceOne’sChoiceOne's Board of Directors and Executive Officers
Keith D. Brophy (age 57) was appointed a director of ChoiceOne and ChoiceOne Bank in October 2014. Mr. Brophy assumed the role of Director of the Emergent Holdings Inc. Business Lab in February 2018 and serves as an adjunct professor at Grand Valley State University. He was the State Director and Chief Executive Officer of the Michigan Small Business Development Center from March 2015 until February 2018, was previously the Chief Executive Officer of Ideomed, Inc., a health care technology firm, until February 2015, held executive positions with RCM Technologies and Nusoft Solutions, and was co-founder and Chief Executive Officer of technology firm Sagestone Consulting prior to that. Mr. Brophy also serves as a director and member of the compensation committee of Greatland Corporation, and as a director of the West Michigan Center for Arts and Technology. Mr. Brophy serves on advisory boards for the Grand Rapids SmartZone Local Finance Development Authority, the University of Michigan MTRAC Life Sciences Fund, the University of Michigan Monroe-Brown Seed Fund, FSU Ecommerce, and Meghan’s Army. He is a member and owner inLife Touch 2 LLC, and previously served on other for-profit and non-profit boards in the community, including the Frederick Meijer Gardens and Sculpture Park, the State of Michigan Small Business Development Center, and the Trivalent advisory boards. Mr. Brophy is qualified for service as a continuing director by virtue of his entrepreneurial, technology, andexecutive experience.
Michael J. Burke, Jr. (age 49) was appointed as a director of ChoiceOne and as the President of ChoiceOne as of October 1, 2019. Mr. Burke also serves as a director and the President and Chief Executive Officer of Lakestone Bank & Trust. Mr. Burke received his Bachelor of Business Administration and Finance degree from the University of Michigan-Flint in 2004.He is a lifelong banker, starting out as a part time teller and working his way up to his current position. Mr. Burke became the President of Lakestone Bank & Trust following the merger of County Bank Corp. (parent company of Lapeer County Bank and Trust) and Capac Bancorp Inc. (parent company of CSB Bank) in 2016. He added the title of CEO in 2019. Prior to the merger, he was President and CEO of CSB Bank since 2012. Before moving to CSB, Mr. Burke worked for predecessor banks in the Flint area and JPMorgan Chase & Co., which involved him managing a team of business bankers that covered three counties in Michigan, including Lapeer County. Mr. Burke is actively involved in the Community Bankers of Michigan organization, including serving in officer positions, which allows him to interact and collaborate with executives from other Michigan banks. He nationally serves on a committee for the Independent Community Bankers of America. Mr. Burke supports the community in which he lives and works by serving on several public boards. He is currently a member of the Lapeer Development Corporation, the Capac Downtown Development Authority, the Friends of the Lapeer County Historic Courthouse and U of M Club of Greater Flint among others. Mr. Burke is qualified for service as a continuing director by virtue of his extensive institutional and banking background, and his knowledge and expertise regarding area markets, competitors, customers, employees, business operationsand strategies.
David H. Bush (age 69) was previously an optometrist, having retired in 2002. He received his Bachelor of Science and Doctor of Optometry degrees from Pennsylvania College of Optometry. Dr. Bush(age 52) was appointed as a director of ChoiceOne on October 1, 2019. Dr. BushSeptember 8, 2021 to fill the vacancy created by the retirement of Mr. James A. Bosserd. Mr. Armock is the Owner and President of Armock Mechanical Contractors Inc., located in Sparta, Michigan, and has served as a member of the ChoiceOne Bank Board of Directors since January 2018. Mr. Armock previously served as director of County Bank Corp, parent company of Lakestone Bank & Trust, since 1987. While a director of County Bank Corp, Dr. Bush served as Chairman of the Compensation Committee as well as member of the Capital, Executive, Insurance, Nominating, Risk and Loan committees. Dr. Bush is presently a member of Metamora 8 LLC, Metamora Properties LLC, and Wild Cherry Properties LLC. Dr. Bush has served on the boards for the Lapeer Economic Corporation and the Tax Increment Finance Authority. He is also past presidentChoiceOne's Board of Big Brother Big Sisters of LapeerDirectors from January 2018 until ChoiceOne's merger with County and past member of the Kiwanis Club of Lapeer.Dr. Bush is qualified for service as a continuing director by virtue of his 32 years of experience as an outside bank director, knowledge of retail business and land development and continuedcommunity service.
Jack G. Hendon (age 64) is a Certified Public Accountant, Co-Founder, and Partner with H&S Companies, PC, an independently owned accounting and consulting firm.Bank Corp. in October 2019. Mr. Hendon is also a partner in HS&C Group LLC, H&S Plaza LLC, H&S Land Company LLC, and Brite Eyes Brewing LLC. Mr. Hendon has been a director of ChoiceOne and ChoiceOne Bank since August 2013. Mr. Hendon serves as a director and audit committee member of the Newaygo Area Promise Zone and is a former director and audit committee chair of Fremont Michigan Insuracorp, which was a Securities and Exchange Commission (“SEC”) reporting company. Mr. HendonArmock is qualified for service as a continuing director by virtue of his substantial accountingbusiness and finance expertise andentrepreneurial experience and his experience as a director of an SECreporting company.skills.
Your Board of Directors and Governance and Nominating Committee, which consists entirely of independent directors,recommend that you vote FOR the election of all nomineesas directors.
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Continuing Directors with Terms Expiring in 2022
James A. Bosserd(age 70) has been a director of ChoiceOne and ChoiceOne Bank since he was appointed to those boards in April 2001. Mr. Bosserd served as Chief Executive Officer of ChoiceOne and ChoiceOne Bank from April 2001 until his retirement onJune 1, 2016, and served as President of ChoiceOne and ChoiceOne Bank from April 2001 to June 2015. Mr. Bosserd was President of ChoiceOne Insurance Agencies, Inc. from April 2001 until June 2016. Prior to joining ChoiceOne and ChoiceOne Bank, Mr. Bosserd was Senior Vice President-Retail Group Manager with Huntington National Bank, a commercial bank, since October 1997 and Senior Vice President-Private Banking Manager with Huntington National Bank since April 1999. Mr. Bosserd also served as President and Chief Executive Officer of FMB State Savings Bank, a commercial bank in Lowell, Michigan, from 1992 through 1997. Mr. Bosserd is a director and former member of the compensation committee of the United Methodist Finance Authority. He is a former director of the Sparta Downtown Development Authority, Wolverine World Wide YMCA, and Community Bankers of Michigan (CBM, formerly MACB), and a former member of CBM’s audit committee. Mr. Bosserd has over 24 years of experience serving in senior executive positions at West Michigan banks, including service as ChoiceOne’s President for 14 years and Chief Executive Officer for 15 years. Mr. Bosserd is qualified for service as a continuing director by virtue of his extensive knowledge and expertise regarding ChoiceOne’s markets, competitors, customers, employees, business operationsand strategies.
EricEric E. “Rick” Burrough (age 55)(age 57) was appointed as a director of ChoiceOne on October 1, 2019.2019 in connection with the merger of County Bank Corp. with and into ChoiceOne. Mr. Burrough previously served as director of County Bank Corp,Corp., parent company of Lakestone Bank and& Trust, since 2009. While a director of County Bank Corp., Mr. Burrough served on the Nominating, Risk, M&A, Trust, Compensation and Loan committees. Since 1990, Mr. Burrough has been ownerOwner and presidentPresident of Web Press of Michigan, Web Press,Inc., a commercial printing company with operations in Davisburg, Michigan and Greenville, Michigan. Since its founding in 2003, he has also been ownerOwner and presidentPresident of JAMS Media, / View Newspaper Group,LLC, publishers of19of 19 community papers in Michigan. Collectively, Mr. Burrough’s companies employ approximately 300 individuals.Burrough is also the sole owner of INV Limited, Huron Holdings of Lapeer, Inc., and Moosejaw Enterprises, LLC. He is also a partner in Polar Palace Arena Complex of Lapeer, LLC, AB Lapeer Properties, LLC, DRD Wildcherry, LLC, R&R Bedding, LLC, Metamora 8, LLC, Metamora 8 Properties, LLC, Sun Devil Property Management, LLC, and Blue Horseshoe Properties, LLC. Both individually and through his businesses, Mr. Burrough has been an ardent supporter of the Lapeer community through volunteerism, advocacy,in-kind donations and monetary sponsorships of local organizations and events. Mr. Burrough is a member of the Lapeer Optimist Club and the Lapeer Elks Club. He currently serves as a director on the boardsboard of McLaren-Lapeer Region, McLaren-Lapeer Region Foundation,the Lapeer Development Corporation and is a director emeritus for the Lapeer County Community FoundationFoundation. He also served on the boards of McLaren Lapeer Region and the McLaren Lapeer Economic Club.Region Foundation. He is a 2016 inductee of the Lapeer High School Alumni Association Distinguished Alumni Hall of Honor. Mr. Burrough is qualified for service as a continuing director by virtue of his 11 years ofextensive experience as an outside bank director, his extensivevast experience in business and hiscommunityhis community leadership.
age 68) was appointed, on March 23, 2022, as a director of ChoiceOne to be effective May 7, 2022, upon the retirement of Bruce J. Cady. He (age 67)was appointed as a director of ChoiceOne Bank as of October 1, 2019. Mr. Cady began his banking career2019 in 1975connection with National Bankthe merger of Detroit after graduating from the University of Arizona with a Business Administration degree. After stops at First of America and National City, he joined Lapeer County Bank & Trust Co. in 1999Corp. with and into ChoiceOne. Mr. Churchill served as a senior lender. Mr. Cady was promoted to Executive Vice President and appointed to the Bank’s board in 2002. He was named Presidentdirector of Lapeer County Bank & Trust Co. in 2005 and added the title of CEO in 2006.its holding company, County Bank Corp. from November 2008 to December 2016. Following the merger of Lapeer County Bank & Trust Co. with CSB BankCorp and Capac Bancorp Inc. in 2016, he continued to form Lakestone Bank & Trust, Mr. Cady was named Chairman & CEO. Mr. Cady was appointed as a director of ChoiceOneserve on October 1, 2019. Mr. Cady previously served as chairmanthe newly formed boards of County Bank Corp parent company ofand Lakestone Bank & Trust,Trust. Mr. Churchill is the President and managing shareholder of Taylor, Butterfield, P.C. in Lapeer, Michigan where he has practiced law since 2002. While1979. He is also a chairmanmember of County Bank Corp, he served asRunneymede, LLC. Mr. Churchill received a Bachelor of Arts Degree with Honor in Economics from Michigan State University in 1975. He obtained a Juris Doctor Degree from Wayne State University in 1978. Mr. Churchill is a member of the Capital, Executive, Insurance, Investment, Nominating, Risk, TrustProbate and Loan committees. In 2018, Mr. Cady was named the Community BankerEstate Law, Elder Law, and Real Property Law Sections of the Year by Community BankersState Bar of Michigan. FollowingHe is a charter member of the Economic Club of Lapeer County. He currently serves on the Board of Directors of the Friends of the Lapeer County Historic Courthouse. Mr. Cady’s retirement from Lakestone Bank & Trust in 2019, he continues to serve as chairman of Lakestone Bank & Trust. Active in the community, Mr. CadyChurchill has served as chair or director in a wide rangePresident of municipal, civicthe Lapeer County Bar Association and professional organizations in Lapeer, includingas President of the I-69 Regional Development Corporation, The Chatfield School, Michigan Bankers Association, Lapeer Area Chamber of Commerce, City of Lapeer TIFA, the Lapeer Economic Club and the Lapeer Rotary Club. He was previously Trustee for the Robert M. Perry School of Banking (MBA). He is known as a key member of the committee that brought Emergency 911 Dispatch to Lapeer County and assisted in the creation of the City of Lapeer Community Center.Commerce. Mr. Cady currently serves as Chairman of the Lapeer Development Corporation, and member of the City of Lapeer DDA, the Lapeer Development Corporation Revolving Loan Fund and the I-69 Regional Development Corporation.Mr. CadyChurchill is qualified for service as a continuing director by virtue of his extensive expertise in business and banking, as well as his institutional knowledge andyears of experience as an insideoutside bank director, for18 years.
knowledge of insurance and business and personal law.
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of Pension and Health.for the Kent City Baptist Church. Mr. Potes is qualified for service as a continuing director by virtue of his extensive knowledge and expertise regarding ChoiceOne’sChoiceOne's markets, competitors, customers, employees, business operationsandoperations and strategies.
2024
Paul L. Johnson (age 70) is the owner and retired President of Falcon Resources, Inc. in Belmont, Michigan, a sales, engineering and design firm for the automotive and furniture industries. Mr. Johnson was appointed as Chairman of the Board of Directors of ChoiceOne and ChoiceOne Bank in December 2013, served as Vice Chairman from July 2013 until December 2013, and has been a director of ChoiceOne and ChoiceOne Bank since July 1999. Mr. Johnson has been a director of ChoiceOne Insurance Agencies, Inc. from November 2000 through December 2006. Mr. Johnson is qualified for service as a continuing director by virtue of his extensive business and entrepreneurial experience and skills, including 18 years of experience as a director of ChoiceOne and ChoiceOne Bank. Mr. Johnson also has significant knowledge of and experience with the markets and customers thatChoiceOne serves.
(age 50) was appointed as a director of ChoiceOne as of December 25, 2021 to fill the vacancy created by the retirement of Paul L. Johnson. Mr. McGinnis previously served as a director of ChoiceOne from October 2018 until ChoiceOne's merger with County Bank Corp. in October 2019. Mr. McGinnis has served as a director of ChoiceOne Bank since October 2018. Mr. McGinnis is the Owner and President of Megawall, Inc. a company that specializes in manufacturing and distribution of patented display fixtures and also manufactures components for the material handling industry. He is also an Owner of KMJ Ventures, LLC, a real estate holding company, and an Owner of McGinnis & Associates, Inc., a company that brokers wood veneer products. Mr. McGinnis is qualified for service as a continuing director by virtue of his entrepreneurial, technology, and executive experience.
of Macomb County.
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Braford was also employed by ChoiceOne Bank from 1980 to 1997. Mr. Braford serves on the board of the Sparta Community Foundation, previously as its chairman, and previously servedserves on the board of RavennaBaptist Church.
Ravenna Baptist Church as Chairperson.
with both Fifth Third (from 1996 to 2005) and Wells Fargo (from 2008 to 2014).
Thomas L. Lampen (age 64),
Financial Services, Inc. 2022 Employee Stock Purchase Plan.
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Ratification of the Selection of Independent Registered Public Accounting Firm
ChoiceOne’s
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Corporate Governance
KeithD.
HaroldJ.
EricE.
DavidH.
PatrickA.
JackG.
PaulL. Johnson
GregoryA.
NelsW.
RoxanneM.
| Board Diversity Matrix (As of April 20, 2022) | |||||
| Total Number of Directors | 14 | ||||
| Female | Male | Non-Binary | Did Not Disclose Gender | ||
| Part I: Gender Identity | |||||
| Directors | 1 | 13 | 0 | 0 | |
| Part II: Demographic Background | |||||
| African American or Black | 0 | 0 | 0 | 0 | |
| Alaskan Native or Native American | 1 | 0 | 0 | 0 | |
| Asian | 0 | 0 | 0 | 0 | |
| Hispanic or Latinx | 0 | 0 | 0 | 0 | |
| Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | |
| White | 1 | 12 | 0 | 0 | |
| Two or More Races or Ethnicities | 1 | 0 | 0 | 0 | |
| LGBTQ+ | 0 | ||||
| Did Not Disclose Demographic Background | 1 | ||||
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Governance and Nominating Committee.The Governance and Nominating Committee administers the process of nominations for directorships and coordinates ChoiceOne’sChoiceOne's corporate governance initiatives and policies. The Governance and Nominating Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Governance and Nominating Committee charter can be found in the Investor Relations section of ChoiceOne’sChoiceOne's website at www.choiceowww.choiceone.com.ne.com. As of the date of this proxy statement, PaulJack G. Hendon (Chairperson), Greg L. Johnson (Chairperson), James A. Bosserd, Keith D. Brophy,Armock, Harold J. Burns, David H. Bush, and Patrick A. Cronin serve on the Governance and Nominating Committee. All of the members of the Governance and Nominating Committee are “independent”"independent" directors as defined by Nasdaq Listing Rules. The Governance and Nominating Committee may establish subcommittees of the committee and delegate authority and responsibility to subcommittees. In appropriate cases, in its discretion, the Governance and Nominating Committee may delegate its authority to the executive officers, being mindful that the committee and the Board of Directors are responsible to the Company’sCompany's shareholders to perform the functions and fulfill the responsibilities charged to the committee under its charter. .The Governance and Nominating Committee has authority to engage consultants, advisors and legal counsel at the expense of the Company. The Governance and Nominating Committee met three timesduring 2019.
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Personnel and Benefits Committee. The Personnel and Benefits Committee performs the functions of a compensation committee.Thecommittee. The Personnel andBenefitsand Benefits Committee:
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•be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work wellwithwell with others;
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Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership of | | Percent | |||||||
Sole Voting | | Shared | | Shares Underlying | | Total | | ||||
James A. Bosserd | | 7,831.7400 | | 16,779.4254 | | — | | 24,611.1654 | | * | |
Keith D. Brophy | | 7,556.0000 | | 3,094.1568 | | — | | 10,650.1568 | | * | |
Michael J. Burke, Jr.(4) | | — | | 1,450.8740 | | — | | 1,450.8740 | | * | |
Harold J. Burns(4) | | — | | 8,389.0000 | | — | | 8,389.0000 | | * | |
Eric E. Burrough(4)(5) | | 125,855.0000 | | — | | — | | 125,855.0000 | | 1.74 | % |
David H. Bush(4)(5) | | — | | 122,559.0000 | | — | | 122,559.0000 | | 1.69 | % |
Bruce J. Cady(4) | | 5,859.0000 | | 206.0000 | | — | | 6,065.0000 | | * | |
Patrick A. Cronin(4) | | 4,081.0000 | | 2,053.0000 | | — | | 6,134.0000 | | * | |
Jack G. Hendon | | 14,524.6900 | | — | | — | | 14,524.6900 | | * | |
Bradley A. Henion | | 1,296.8195 | | — | | 5,358.0000 | | 6,654.8195 | | * | |
Paul L. Johnson | | 4,774.0000 | | 51,549.0000 | | — | | 56,323.0000 | | * | |
Gregory A. McConnell(4)(5) | | — | | 26,845.0000 | | — | | 26,845.0000 | | * | |
Nels W. Nyblad | | 18,802.0000 | | 17,439.0000 | | — | | 36,241.0000 | | * | |
Roxanne M. Page | | 2,013.3740 | | 3,267.0280 | | — | | 5,280.4020 | | * | |
Kelly J. Potes | | 3,184.8429 | | 20,210.9633 | | 21,435.0000 | | 44,830.8062 | | * | |
| | | | | | | | | | | |
All directors, nominees for director and executive officers as a group | | 199,951.9864 | | 295,051.8349 | | 40,388.0000 | | 535,391.8213 | | 7.39 | % |
*Lessthan 1%.
(1)The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares thatunder applicable regulations are considered to be otherwise beneficially owned bythat person.
(2)These numbers include shares as to which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contractor property right, and shares held by spouses, certain relatives and minor children over whom the listed person may have influence by reasonof relationship.
(3)Total beneficial ownership includes 14,825.5620 shares of ChoiceOne common stock held by the ChoiceOne Bank 401(k) in theaccounts of employees, of which executive officers of ChoiceOne are administrators. Of the 14,825.5620 shares of ChoiceOne common stock in this plan, the directorsand executive officers have included 2,287.4650 shares in this table as beneficially owned with sole voting and dispositive power. The remaining 12,538.0970 shares arereported as beneficially owned with shared voting or dispositive power and the officers and directors disclaim beneficial ownership ofsuch shares.
(4)Messrs. Burke, Burns, Burrough, Bush, Cady, Cronin, and McConnellbecame directors of ChoiceOne as of October 1,2019 upon the merger of County Bank Corp. with andinto ChoiceOne.
(5)Of the shares held by Mr. Burrough, Mr. Bush, and Mr. McConnell, the following number of shares were pledged as security for loans with Lakestone Bank & Trust as permitted by ChoiceOne’s anti-hedging and pledging policy: Mr. Burrough - 71,549; Mr. Bush - 59,754; Mr. McConnell- 21,812.
Executive Compensation Name and Principal Position Year Salary(1) Bonus Stock Option Non-equity All Other Total Kelly J. Potes Chief Executive Officer of 2019 $286,712 $0 $19,176 21,840 $80,000 $20,525 $428,253 2018 255,000 0 15,600 25,020 35,000 16,990 347,610 Michael J. Burke, Jr. President of ChoiceOne 2019 76,116 60,000 0 0 0 250,000 386,116 Bradley A. Henion Vice President of ChoiceOne 2019 169,423 0 19,176 5,460 13,618 2,955 210,632 2018 163,019 0 15,600 6,255 15,249 2,919 203,042 a percentage of salary for each of ChoiceOne's named executive officers for 2021 were as follows: ChoiceOne. Outstanding Equity Awards at Fiscal Year-End December 31, 2021. Name Option Awards Stock Awards Number of Number of Option Option Number of Market Value Kelly J. Potes 8,820 0 $21.13 12/16/2025 0 $0 6,615 0 20.86 4/15/2027 0 0 6,000 0 25.65 6/1/2028 0 0 0 6,000 27.25 4/30/2029 600 19,176 0 0 $— — 0 $0 2,205 0 $21.13 12/16/2025 0 $0 1,653 0 20.86 4/15/2027 0 0 1,500 0 25.65 6/1/2028 0 0 0 1,500 27.25 4/30/2029 600 19,176 Name Fees Earned All Other Total Greg L. Armock(1) $30,000 $0 $30,000 James A. Bosserd 35,250 0 35,250 Keith D. Brophy 32,250 0 32,250 Michael J. Burke, Jr.(2) 0 0 0 Harold J. Burns(2) 4,875 0 4,875 Eric E. Burrough(2) 4,875 0 4,875 David H. Bush(2) 4,875 0 4,875 Bruce J. Cady(2) 4,875 0 4,875 Patrick A. Cronin(2) 4,875 0 4,875 Jack G. Hendon 31,500 0 31,500 Raymond J. Lanning(3) 11,000 0 11,000 Paul L. Johnson 43,625 0 43,625 Gregory A. McConnell(2) 4,875 0 4,875 Bradley F. McGinnis(1) 30,750 0 30,750 Nels W. Nyblad 31,875 0 31,875 Roxanne M. Page 33,750 0 33,750 Kelly J. Potes 0 0 0 the Executive will receive severance benefits in the event of a Change in Control Audit Committee Report Independent Registered Public Accounting Firm auditors for 2021. Shareholder Proposals December 21, 2022. Name of Beneficial Owner Greg L. Armock Keith D. Brophy Michael J. Burke, Jr. Harold J. Burns David H. Bush Bruce J. Cady David Churchill Patrick A. Cronin Jack G. Hendon Bradley A. Henion Gregory A. McConnell Bradley F. McGinnis Nels W. Nyblad Roxanne M. Page Kelly J. Potes All directors, nominees for director and executive officers as a group (1) (2) (3) (4) behave been a beneficial owner of 5% or more of ChoiceOne’sChoiceOne's outstanding shares of common stock as of December31, 2019.December 31, 2021.1220192021 and each of ChoiceOne’sChoiceOne's two most highly compensated executive officers (other than persons who served as Chief Executive Officer) who were serving as executive officers as of the fiscal year ended December 31, 20192021 (together, the “named"named executive officers”officers").
Awards(2)
Awards(3)
Incentive Plan
Compensation(4)
Compensation(5)
ChoiceOne andPresident &
Chief Executive Officer of
ChoiceOne Bank
and President&
Chief Executive Officerof
Lakestone Bank & Trust
and Senior Vice President &
Chief Lending Officer of
ChoiceOne BankYear Bonus Option Awards Total 2021 $ 380,000 $ 0 $ 104,135 $ 0 $ 146,300 $ 30,114 $ 660,549 2020 360,000 0 44,736 0 118,800 27,007 550,543 2021 320,000 0 2020 310,000 2021 210,000 0 32,512 65,222 5,134 312,869 2020 186,961 0 23,855 39,811 3,577 260,369 (1)Includes salary deferred under the ChoiceOne Bank 401(k) plan,described below.(2)The values of all stock awards reported in this column were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification,ASC Topic 718 Compensation-Stock Compensation (ASC 718). For a discussion of the valuation assumptions, see Note 14 to the Company’s 2019 consolidatedfinancial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Stock awards consist of awards of restrictedstock units granted on April 30, 2019, which will vest in full on the three year anniversary of the grant date. Any restricted stock units that vest willbe converted to shares of Company common stock on a one-for-one basis. Restricted stock units that do not vest will be forfeited and the named executive officer(1) (2) (3) (4) has no rightsin each case in amounts based on achievement of certain historical Company performance metrics such as a shareholder of the Companyuntil such time asasset growth, return on assets and asset quality. Time-based restricted stock units vest and convert into shares of Companycommon stock.(3)The fair values of all option awards reported in this column were computed in accordance with Financial Accounting Standards Board Accounting StandardsCodification, ASC Topic 718 Compensation-Stock Compensation (ASC 718). For a discussion ofgranted under the valuation assumptions, see Note 14 to the Company’s 2019consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Option awards granted in 2019 consist of awards of non-qualified stock options granted on April 30, 2019, and will2021 Incentive Plan vest in full on the three year anniversary of the grant date.Grantee’s right to exercise options once vestedwill expire at the earlier of the expiration date or in accordance with the plan’s provisions for death or employment termination.A grantee of stock option awardsshall have no rights as a shareholder of the Company until exercise of the option and payment, issuance, and delivery of such shares has occurred. The fair value ofeach option award is estimated on the date of grant using a Black-Scholes optionvaluation method.(4)Reflects the dollar value of non-equity incentive plan compensation earned during 2018and 2019.(5)For Mr. Burke, this amount reflects a $250,000 transaction bonus payment paid upon completion of the merger of ChoiceOne and County Bank Corp.a three-year service period. Performance-based restricted stock units granted under the employment agreement between ChoiceOne and Mr. Burke, as described2021 Incentive Plan vest in furtherdetail below.Transition AgreementBruce J. Cady, formerly the Chairman and Chief Executive Officer of County Bank Corp., entered into a Transition Agreement with ChoiceOne, which became effective as of October 1, 2019, the effective datefull upon satisfaction of the merger between ChoiceOnerelevant performance metric (three-year cumulative earnings per share) at maximum (125%), target (100%) and County Bank Corp. (the “Merger”threshold (75%), pursuant levels and completion of a three-year service period. No performance-based restricted stock units will vest below the threshold level.which Mr. Cady joined ChoiceOne’s board of directors and was appointed Vice Chairman of the board.Mr. Cady’s Transition Agreement provided for his employment with ChoiceOne from the effective date of the merger until December 31, 2019, with an annual salary of $304,321, prorated for such term of employment. Mr. Cady’s Transition Agreement also provides him the severance benefits to which he would have been entitled under his preexisting employment agreement with County, including a payment of $608,642, plus an amount equal to 12 months of health care continuation costs, and the net present value of Mr. Cady’s benefit under County’s Supplemental Executive Retirement Plan, payable in a lump sum following termination of Mr.Cady’s employment.13The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by referencedeliver competitive pay relative to the Transition Agreement, which is filedmarket and peer group data. The targets as Exhibit 10.8 to ChoiceOne’s Pre-Effective Amendment No. 2 to Form S-4 filed August5, 2019. Cash Award Kelly J. Potes 35% 25% Michael J. Burke Jr. 30% 20% Bradley A. Henion 25% 12.5% the President and Chief Executive Officer of ChoiceOne, entered into an employment agreement on September 30, 2019, effective as of October 1, 2019 the effective date of the Merger (the “Potes"Potes Employment Agreement”Agreement"), pursuant to which Mr. Potes will continue to serve as the Chief Executive Officer of ChoiceOne. Michael J. Burke, Jr., formerly a Director and President of County, entered into an employment agreement with ChoiceOne on March 22,effective as of October 1, 2019 (the “Burke"Burke Employment Agreement”Agreement"), pursuant to which Mr. Burke was appointed the President of ChoiceOne as of the effective date ofthe Merger.“Agreements”"Agreements") are substantially similar. Under each Agreement, in the event of ChoiceOne’sChoiceOne's termination of Mr. Potes or Mr. Burke, as applicable (the “Executive”"Executive"), without cause, or by the Executive for good reason (each as defined in the Agreements), the Executive will be entitled to continued salary for two years and monthly health care continuation payments for 12 months or until the commencement of new employment. In the event of a change of control and a qualifying termination within six months before or three years after the change in control (excluding the Merger), the Executive will be entitled to a lump-sum cash payment equal to three times their then-current base salary and monthly health care continuation payments for 12 months or until the commencement of new employment. If any payment to be received by the Executive following a change in control is determined to constitute a “parachute payment”"parachute payment" as such term is defined in Section 280G(b)(2) of the Code, ChoiceOne will act in good faith to mitigate the impact of Section 280G of the Code such that no “parachute payment”"parachute payment" will result. To the extent this effort is unsuccessful, ChoiceOne will reduce the amount of such payment to ensure that the total payments to the applicable Executive do not exceed 2.99 times the Executive’s “base amount”Executive's "base amount" as defined in Section 280G(b)(3) oftheof the Code.anditsand its affiliates.Potes Employment Agreement, Mr. Potes’Agreements, for 2021 and beyond, the annual salary will be $360,000 for 2019 and 2020. Pursuant to the Burke Employment Agreement, Mr. Burke’s annual salary will be $310,000 for 2019 and 2020. After 2020, the salaries of each of Mr. Potes and Mr. Burke will beare subject to annual review and adjustment in accordance with ChoiceOne’sChoiceOne's normal procedures. Mr. Potes andMr.and Mr. Burke will beare eligible to participate in ChoiceOne’sChoiceOne's bonus programs and equity-basedcompensationequity-based compensation programs.Additionally, the Burke Employment Agreement provides that Mr. Burke was entitled to a transaction bonus payment of $250,000, payable upon completion of the Merger, which payment equaled half of the amount to which Mr. Burke would have been entitled under his preexisting employment agreement with County if he had terminated his employment following completion of the Merger. If Mr. Burke terminates his employment without good reason before December 31, 2020, Mr. Burke will be entitled to the remainder of the amount to which he would have been entitled under his preexisting employment agreementwith County.ChoiceOne’sPre-EffectiveChoiceOne's Pre-Effective Amendment No. 2 to Form S-4 filed August 5, 2019, and the Potes Employment Agreement, which is filed as Exhibit 10.2 to ChoiceOne’sChoiceOne's Current Report on Form 8-K filed October1,October 1, 2019.1986(the “Code”1986 (the "Code").the Banks,ChoiceOne Bank, including the named executive officers, to save for retirement on a pre-tax basis. In addition to an employee’semployee's pre-tax contributions, the BanksChoiceOne Bank may contribute discretionary matching or profit-sharing payments to the 401(k) plan. If the Banks contributeChoiceOne Bank contributes any matching contributions, those contributions are immediately vested. If the Banks contributeChoiceOne Bank contributes profit-sharing payments to the 401(k) plan, those contributions will become fully vested after six years of a participant’s vestingparticipant's service. ChoiceOneChoiceOne Bank has generally made a contribution to the 401(k) plan each year. A discretionary match was madefor 2019.made for 2021.14December31, 2019.
Securities
Underlying
Unexercised
Options
Exercisable(1)
Securities
Underlying
Unexercised
Options
Unexercisable(2)
Exercise
Price
Expiration
Date
Units of
Stock that
Have Not
Vested(1)
of Units of
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Vested(1)Stock options and restricted stock granted on April 30, 2019 will vest in full on April30, 2022.(2)All stock options and restricted stock units granted prior to 2019 became fully-vested as of October 1, 2019 upon completion of the merger between ChoiceOne andCountyBank Corp. Option Awards Stock Awards Name 1,500 600 (2) $ (3) (4) (1) (2) (3) (4) ChoiceOne’sChoiceOne's last completedfiscalcompleted fiscal year.
or Paid in
Cash(4)
Compensation(1)Messrs. Armock and McGinnis resigned from the Board of Directors effective October 1, 2019 in connection with the merger between ChoiceOne and CountyBank Corp.(2)Messrs. Burke, Burns, Burrough, Bush, Cady, Cronin, and McConnell were appointed to the Board of Directors effective October 1, 2019 in connection with the merger between ChoiceOne and CountyBank Corp.(3)Mr. Lanning resigned from the Board of Directors effective as of March22, 2019.(4)Directors may elect to defer fees otherwise payable in cash and instead receive payment in the form of ChoiceOne common stock pursuant to the Directors StockPurchase Plan described in the narrative below. For 2019, Messrs. Armock, Lanning, McGinnis, and Nyblad each elected to receive 100% of their fees in the form ofChoiceOne stock. Messrs. Brophy and Hendon each received 50% of their fees in the form ofChoiceOne stock.Name Total �� 15(1) (2) (3) (4) (5) 2019,2021, ChoiceOne compensated its directors with a retainer of $2,600 for the Chairperson, and $2,000 for each other director. ChoiceOne directors did not receive per-meeting compensation for participation in Board ofDirectorsof Directors meetings.2019,2021, ChoiceOne Bank compensated its directors with an annual retainer as follows: $13,400 for the Chairperson, $7,500 for the Audit Committee Chairperson, $7,000 for the Personnel Committee Chairperson, and $6,000 for each other director.ChoiceOne Bank directors received compensation at the rate of $1,000 per meeting. In addition,ChoiceOne Bank directors received compensation for meetings of any committee of the Board of Directors ofChoiceOne Bank on which they served, including interim loan committee meetings and training sessions, at a rate of $375per meeting.Following the merger of ChoiceOne and County Bank Corp. effective October 1, 2019, Lakestone Bank & Trust directors received compensation at a rate of $1,500$375 per meeting. In addition, Lakestone Bank & Trust directors attending a meeting of a committee of Board of Directors of Lakestone Bank & Trust received $375 as compensation forsuch attendance.ChoiceOne’s Directors’ChoiceOne's Directors' Stock Purchase Plan, a director may elect to receive payment of 25%, 50%, 75% or 100% of his or her director fees in the form of ChoiceOne common stock. On each stock purchase date, a director participating in this plan receives a number of shares of ChoiceOne common stock (rounded to the nearest whole share) determined by dividing the dollar amount of fees payable that the director has elected to receive as ChoiceOne common stock by the market value of ChoiceOne common stock determined by a poll of ChoiceOne’sChoiceOne's market makers on the last day of the month preceding the stockpurchasestock purchase date. Jr., Messrs. Potes and Burke may be entitled to certain severance benefits following a termination or change in control, as described above under the heading “Employment"Employment Agreements,”" which description is here incorporatedbyincorporated by reference.full vesting upon a change in controlofcontrol of ChoiceOne.ChoiceOne’sChoiceOne's named executive officers upon termination of employment in connection with each of the triggering events set forth in the table below, assuming, in each situation, that the termination of employment took place on December 31, 2019.2021. No named executive officer is entitled to any payments or benefits in the event of a change in control absent aqualifyinga qualifying termination. Kelly J. Potes Michael J. Burke, Jr. Bradley A. Henion (1) Triggering EventPayments/Benefits Kelly J.each of Mr. PotesMichael J. and Mr. Burke (as applicable, the "Executive"), Jr.(1)(2)$1,117,416$926,900$24,636Death(3)(4)$379,176$100,000$200,138Disability (as defined in the Employment Agreement) and a qualifying termination within six months before or Retirement(4)$19,176$—$19,176(2) (3) (4) (1)24Pursuant to the Employment Agreement between ChoiceOne and each of Mr. Potes and Mr. Burke (as applicable, the “Executive”), the Executive will receive severance benefits in the event of a Change in Control (as defined in the Employment Agreement) and a qualifying termination within six months before or three years after the change in control in the form of a lump-sum cash payment equal to three times the Executive’s then-current base salary and monthly health care continuation payments for twelve months or until the commencement of new employment. The payments to each Executive under his Employment Agreement after a Change in Control are limited by Section 280G of the Code. The amount shown in the table for each Executive reflectsthis limitation.(2)In accordance with the Stock Incentive Plan of 2012, all outstanding unvested equity awards and stock options shall become immediately fully vested upon a changein control. The amount shown includes the value of accelerated vesting of restricted stock units andstock options.(3)The Banks have obtained bank-owned life insurance on certain key executives. Under ChoiceOne Bank’s policy, if Mr. Potes or Mr. Henion dies while still working forChoiceOne Bank, his respective estate will receive one full yearof compensation. Under Lakestone Bank & Trust’s policy, if Mr. Burke dies while still working for Lakestone Bank & Trust, his estate willreceive $100,000.(4)In accordance with the Stock Incentive Plan of 2012, restrictions on all outstanding unvested restricted stock units will be removed on a pro rata basis equal to thetotal number of such awards multiplied by the number of full months elapsed since grant date divided by the total number of full months in the respective restrictedperiod upon death, disability,or retirement.16(“("Audit Committee”Committee") reviews and supervises ChoiceOne’sChoiceOne's procedures for recording and reporting the financial results of its operations on behalf of the Board of Directors. ChoiceOne’sChoiceOne's management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its supervisory duties, the Audit Committee has reviewed ChoiceOne’sChoiceOne's audited financial statements for the year ended December 31, 20192021 included in the 20192021 Annual Report to Shareholders and has discussed those financial statements with ChoiceOne’sChoiceOne's management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in thefinancialthe financial statements.ChoiceOne’sChoiceOne's independent auditors – who are responsible for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles – the judgments of the independent auditors concerning the quality, not just the acceptability, of the accounting principles and such other matters that are required under generally accepted auditing standards to be discussed with the independent auditors. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.InBoard. In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’saccountant's communications with the Audit Committee concerning independence, has discussed with them their independence from ChoiceOne’sChoiceOne's management and ChoiceOne, and has considered the compatibility of nonaudit services withtheirwith their independence.ChoiceOne’sChoiceOne's Board of Directors that the audited financial statements for the year ended December 31, 20192021 be included in ChoiceOne’sChoiceOne's Annual Report on Form 10-K for the year then ended to be filed withthewith the SEC.M.PageM. Page (Chair)KeithD.HaroldJ. BurnsPatrickA. CroninJackG.GregoryA.Section 16(a) of the Securities Exchange Act of 1934 requires directors and officers of ChoiceOne and persons who beneficially own more than 10% of the outstanding shares of its common stock to file reports of beneficial ownership and changes in beneficial ownership of shares of common stock with the SEC. of the copies of such reportsForms 3, 4, and 5 and amendments thereto filed electronically with the SEC orCommission during ChoiceOne's most recent fiscal year and written representations from certain reporting persons that no Forms 5 were required for those persons, we believe that all applicableSectionpersons required to file reports required by Section 16(a) reportingof the Securities Exchange Act of 1934 filed such reports on a timely basis during the most recent fiscal year and filing requirements were satisfied by such persons from January 1, 2019 through December 31, 2019,prior fiscal years, except as previously disclosed, and except that one report on Form 3 was untimely filed for Ms. ChildersMr. Jamula, one report on Form 4 reporting five untimely-reported transactions was filed for Mr. Bush, and one report on Form 4 reporting one untimely-reported transaction was filed for each of Mr. Batistoni andMs.Messrs. Bastioni, Braford, Burke, DeVolder, Greenland, Henion, Lampen, and Potes and Ms. Childers.the BanksChoiceOne Bank in the ordinary course of business between January 1, 20182021 and December 31, 2019.2021. We anticipate that such transactions will take place in the future in the ordinary course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features. None of these loan relationships presently in effect were in default as of the date of thisproxythis proxy statement.person(asperson (as defined in Item 404 ofRegulationof Regulation S-K).17(“("Plante Moran”Moran") has been selected to serve as ChoiceOne’sChoiceOne's independent auditors for 2020.the year ending December 31, 2022. Plante Moran also served as ChoiceOne’sChoiceOne's independent auditorsfor 2019.ChoiceOne’sChoiceOne's Audit Committee has adopted a Pre-Approval Policy. Under the Pre-Approval Policy, all audit and non-audit services need to be pre-approved by theAuditthe Audit Committee.nextschedulednext scheduled meeting.theAuditthe Audit Committee.tobeto be provided.SEC’sSEC's rules on auditor independence. All fees paid to Plante Moran for services performed in 20192021 and 20182020 were pre-approved pursuant tothisto this policy.AuAudit Feesdit Fees. ChoiceOne paid to Plante Moran $184,700$273,250 during 20192021 and $122,250$315,500 during 20182020 for the audit of ChoiceOne’sChoiceOne's annual financial statements and review of financial statements included in ChoiceOne’sChoiceOne's quarterly reports on Form 10-Q, or services that are normally provided by the auditors in connection with statutory andregulatoryand regulatory filings.$138,600$6,200 during 2019 for services in support of the merger of County Bank Corp. with2021 and into ChoiceOne and ChoiceOne’s pending acquisition of Community Bank Shores Corporation and$6,000 during 2020 for assurance and related services that were reasonably related to the performance of the audit or review of ChoiceOne’sChoiceOne's financial statements and are not reported under “Audit Fees”"Audit Fees" above. ChoiceOne paid to Plante Moran $5,000 during 2018 for assurance and related services that were reasonably related to the performance of the audit or review of ChoiceOne’s financial statements and are not reported under “AuditFees” above.$18,000$29,700 during 20192021 and $19,620$22,580 during 20182020 for tax compliance, tax advice and tax planning. Tax services included preparing ChoiceOne’sChoiceOne's federal and statetaxstate tax returns.$15,802during 2021 and $14,700 during 2020 for services related to consent procedures in 2018 for consultation regarding stock incentive plan and accounting standardsor treatment.182020 annual meeting2023 Annual Meeting of shareholdersShareholders and if you would like your proposal to be considered for inclusion in ChoiceOne’sChoiceOne's proxy statement and form of proxy relating to that meeting, you must submit the proposal to ChoiceOne in accordance with Securities and Exchange Commission Rule 14a-8. ChoiceOne must receive your proposal byDecember 18, 2020by December 14, 2022 for your proposal to be eligible for inclusion in the proxy statement and form of proxy relating to that meeting. To be considered timely, any other proposal that you intend to present at the 2020 annual meeting2023 Annual Meeting of shareholdersShareholders must be submitted in accordance with ChoiceOne’sChoiceOne's Bylaws and must be received by ChoiceOne by December18, 2020.“householding”"householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention:Householding Department.numberornumber or address.ChoiceOne’sMr. Thomas L. Lampen, Treasurer,Adom Greenland, Chief Financial Officer, ChoiceOne Financial Services, Inc., 109 East Division, Sparta, Michigan 49345.
CHOICEONE FINANCIAL SERVICES, INC.P.O. BOX 186SPARTA, MI 49345-0186VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. EDT on 05/28/2020 for shares held directly and by 11:59 P.M. EDT on 05/26/2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/COFS2020You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. EDT on 05/28/2020 for shares held directly and by 11:59 P.M. EDT on 05/26/2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.ForWithholdFor AllTo withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.The Board of Directors recommends you vote FORthe following:AllAllExcept☐☐☐1.Election of DirectorsNominees01 Keith D. Brophy 02 Michael J. Burke, Jr. 03 David H. Bush 04 Jack G. HendonThe Board of Directors recommends you vote FOR the following proposals:For AgainstAbstain2.Advisory approval of the Company's executive compensation.☐☐ ☐3.Ratification of the selection of Plante & Moran, PLLC as our registered independent public accounting firm for the current fiscal year.☐☐ ☐NOTE:Such other business as may properly come before the meeting or any adjournment thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date0000461250_1 R1.0.1.18
Meeting:Meeting to be held on May 25, 2022: The Notice & Proxy Statement and Annual Report is/ are available atwww.proxyvote.comCHOICEONE FINANCIAL SERVICES, INC.Annual Meeting of ShareholdersMay 29, 2020 11:00 AMThis proxy is solicited by the Board of DirectorsThe shareholder hereby appoints Adom J. Greenland, Paul L. Johnson and Roxanne M. Page, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of CHOICEONE FINANCIAL SERVICES, INC. that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 AM, EDT on May 29, 2020, by live webcast atwww.virtualshareholdermeeting.com/COFS2020,and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR all Director Nominees and FOR Proposals 2 and 3 and in their discretion on any other matters that may come before or that are incident to the conduct of the meeting, including any vote to adjourn the meeting.Continued and to be signed on reverse side0000461250_2 R1.0.1.18