Form 4: Consumers Bancorp Executive Reports Routine Stock Transactions and New Performance-Based RSU Grant

Consumers Bancorp's EVP and Chief Credit Officer, Suzanne N. Mikes, reported the vesting of previously granted restricted stock units and the grant of new performance-based restricted stock units.

Summary

• Suzanne N. Mikes, EVP, Chief Credit Officer of CONSUMERS BANCORP INC /OH/ (CBKM), reported transactions related to her equity holdings.
• On June 30, 2025, 257 shares of Common Stock were acquired through the settlement of restricted stock units (RSUs) on their scheduled vesting date, which also included shares acquired through a dividend reinvestment plan.
• Following this transaction, the total amount of Common Stock beneficially owned by Suzanne N. Mikes is 8,726.537 shares.
• On July 8, 2025, Suzanne N. Mikes was granted 1,953 new performance-based Restricted Stock Units.
• These new RSUs will vest based on the achievement of identified performance measures for fiscal year 2026, with additional time-based vesting in equal 25% installments on June 30, 2027, June 30, 2028, and June 30, 2029, assuming continuous employment.
• The reported amount of 1,953 new RSUs represents the maximum shares payable; the actual amount earned could range from 0% to 50% of this amount depending on performance.

Sentiment

Score: 6

Explanation: The document reports routine executive compensation activities (vesting and new grant of RSUs). This is generally a neutral to slightly positive event as it aligns executive interests with company performance, but does not indicate extraordinary financial performance or strategic shifts.

Positives

• An executive's equity holdings increased through the vesting of previously granted restricted stock units, aligning their interests with shareholders.
• The grant of new performance-based restricted stock units incentivizes the executive to achieve future company performance targets for fiscal year 2026.

Risks

• The new grant of 1,953 performance-based Restricted Stock Units carries a risk that the actual number of shares received could be significantly lower (0-50% of the reported amount) if the identified performance measures for fiscal year 2026 are not fully achieved.

Future Outlook

The future outlook for the executive's compensation includes the potential vesting of 1,953 performance-based restricted stock units based on fiscal year 2026 performance, followed by time-based vesting in equal 25% installments on June 30, 2027, 2028, and 2029. An additional 237 restricted units and associated dividend equivalents are scheduled to vest on June 30, 2026, contingent on continued employment.

Management Comments

• Each restricted stock unit represents the right to receive one share of common stock upon settlement.
• The reported amount for new performance-based RSUs represents the maximum shares payable, with actual earnings ranging from 0% to 50% depending on performance achievement for fiscal year 2026.
• Previous restricted stock units, including dividend equivalent units, vested on their scheduled date.

Industry Context

This Form 4 filing details routine executive compensation activities, specifically the vesting of previously granted equity awards and the grant of new performance-based restricted stock units. Such compensation structures are standard practice within the financial services industry, aiming to align executive incentives with long-term company performance and shareholder value.

Comparison to Industry Standards

• The grant of performance-based restricted stock units and their subsequent vesting is a common form of executive compensation in the financial services industry, aligning executive incentives with company performance and shareholder value.
• While specific comparable companies or projects are not detailed, this practice is consistent with compensation structures observed at regional banks and financial institutions, which often utilize equity awards to retain key talent and motivate performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting and grant of restricted stock units can lead to minor share dilution but also serves to align executive interests with shareholder value through performance-based incentives.
• Employees: The compensation structure for executives, including performance-based awards, sets a precedent for compensation practices within the company and can influence morale and retention strategies.

Next Steps

• Achievement of identified performance measures for fiscal year 2026 to determine the final number of shares from the new RSU grant.
• Continued employment through June 30, 2026, for the vesting of additional restricted units.
• Continued employment through June 30, 2027, 2028, and 2029 for the time-based vesting installments of the new performance-based RSUs.

Key Dates

Keywords

SEC Form 4, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Stock Grant, Vesting, Consumers Bancorp, CBKM, Performance-Based Compensation