Form 4: Consumers Bancorp Executive Reports Equity Holdings and New Performance-Based RSU Grant

Hillary A. Hudak, SVP, Chief People Officer of Consumers Bancorp Inc., reported the settlement of restricted stock units into common stock and the grant of new performance-based restricted stock units.

Summary

• Hillary A. Hudak, SVP, Chief People Officer of Consumers Bancorp Inc. (CBKM), reported transactions in the company's common stock and restricted stock units.
• On June 30, 2025, 204 shares of common stock were acquired through the settlement of restricted stock units.
• Following this transaction, Ms. Hudak beneficially owns 4,809.253 shares of common stock, which includes shares acquired via a dividend reinvestment plan.
• On June 30, 2025, 188 performance-based restricted stock units, plus an additional 16 dividend equivalent units from an award granted on October 27, 2022, vested and were converted into common stock.
• An additional 188 restricted stock units and associated dividend equivalents from the same October 27, 2022 award are scheduled to vest on June 30, 2026, contingent on continued employment.
• On July 8, 2025, Ms. Hudak was granted 1,578 new performance-based restricted stock units.
• These new RSUs will vest based on the achievement of identified performance measures for fiscal year 2026, with subsequent time-based vesting in equal 25% installments on June 30, 2027, 2028, and 2029, assuming continuous employment.
• The reported 1,578 units for the new grant represent the maximum potential payout; the actual earned amount could range from 0% to 50% of this figure based on performance achievement.

Sentiment

Score: 7

Explanation: The filing indicates an increase in direct beneficial ownership for a key executive through the settlement of restricted stock units and the grant of new performance-based equity, which generally signals alignment of management interests with shareholders and confidence in future performance.

Positives

• Settlement of 204 restricted stock units into common stock on June 30, 2025, increasing direct common stock holdings for a key executive.
• Grant of 1,578 new performance-based restricted stock units on July 8, 2025, directly aligning executive incentives with future company performance and long-term value creation.
• The structure of the new RSU grant, with vesting tied to FY2026 performance and subsequent time-based installments through 2029, promotes sustained executive commitment and retention.

Negatives

• NA

Risks

• The actual number of shares received from the new 1,578 performance-based restricted stock units could be as low as 0% or up to 50% of the reported amount, depending on the achievement of fiscal year 2026 performance measures.
• Future vesting of restricted stock units is contingent upon the reporting person's continuous employment with the company.

Future Outlook

The new performance-based restricted stock unit grant ties executive compensation to the achievement of fiscal year 2026 performance measures and ensures long-term executive retention through a multi-year vesting schedule extending to 2029.

Management Comments

• The grant of performance-based restricted stock units indicates a strategy to align executive incentives with the achievement of future fiscal year 2026 performance measures and long-term shareholder value.
• The multi-year vesting schedule for new RSUs suggests a focus on retaining key talent and ensuring sustained contributions to the company's success.

Industry Context

The use of performance-based restricted stock units is a common practice in the financial services industry, including community banking, to align executive compensation with company performance and shareholder interests. This type of equity award helps retain key talent and incentivizes long-term strategic execution.

Comparison to Industry Standards

• The structure of performance-based restricted stock units with both performance and time-based vesting is consistent with best practices in executive compensation across the financial sector, aiming to balance short-term performance with long-term retention and value creation.
• While specific comparable companies or projects are not detailed in this filing, such equity grants are standard mechanisms for incentivizing senior leadership in regional banks similar to Consumers Bancorp Inc.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: Increased alignment with management through equity ownership; potential for long-term value creation if performance targets are met.
• Employees: The vesting conditions tied to continuous employment reinforce retention strategies for key personnel, particularly senior executives.

Next Steps

• Continued employment of the reporting person is required for future RSU vesting.
• Achievement of fiscal year 2026 performance measures is necessary for the vesting of the newly granted performance-based RSUs.
• Scheduled vesting of an additional 188 restricted stock units on June 30, 2026.
• Scheduled time-based vesting installments for the new RSUs on June 30, 2027, 2028, and 2029.

Key Dates

Keywords

Consumers Bancorp, CBKM, Form 4, insider transaction, stock ownership, restricted stock units, RSU, executive compensation, Hillary Hudak, equity grant, performance-based vesting