DEF 14A of Independent Bank Corp /Mi/, Mar 7, 2025

DEF 14A of Independent Bank Corp /Mi/

Filed Mar 7, 2025 · FY20240000039311-25-000045

Open on EDGAR

  1. SUBMITTED FOR YOUR VOTE - ELECTION OF DIRECTORS

    SUBMITTED FOR YOUR VOTE - ELECTION OF DIRECTORS Our Restated Articles of Incorporation provide that our Board be divided into three classes of nearly equal size, with the classes to hold office for staggered terms of three years each. Our Bylaws permit our Board of Directors to establish the size of our Board. Our current Board has fixed the size of our Board at 10 members. Dennis W. Archer, Jr., William J. Boer, Joan A. Budden, and Michael J. Cok are nominees to serve three-year terms expiring in 2028. All of the nominees are incumbent directors previously elected by our shareholders. The proxies cannot be voted for a greater number of persons than the number of nominees named. The persons named as proxy holders in the accompanying proxy will vote for the above named nominees unless a shareholder directs otherwise. In the event that any nominee is unable to serve, which is not now contemplated, our Board may designate a substitute nominee. The proxy holders, to the extent they have been granted authority to vote in the election of directors, may or may not vote for a substitute nominee. The vote required for the election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in the election of a nominee. A “majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. Abstentions and broker non-votes are not counted as votes cast either “for” or “against” a director’s election. In a contested election, directors are elected by a plurality of the votes cast at the meeting of shareholders. An election is considered contested if there are more nominees for election than positions on the Board of Directors to be filled by election at that meeting. In any non-contested election of directors, any director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election is required to immediately tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results for that meeting. In addition to the nominees for director, each director whose term will continue after the meeting is named in the following table. Each nominee and director owned beneficially, directly or indirectly, the number of shares of common stock set forth opposite their respective names. The stock ownership information and the information relating to each nominee’s and director’s age, principal occupation or employment for the past five years has been furnished to us as of February 21, 2025, by the respective nominees and directors. The Board of Directors recommends a vote FOR the election of each of the four nominees.

  2. SUBMITTED FOR YOUR VOTE - ELECTION OF DIRECTORS

    | | | Amount and Nature of Beneficial Ownership(1) | Percent of Outstanding | Beneficial Ownership (and percent) Including Certain Deferred Shares (2) | | Nominees for a three-year term expiring 2028 | | | | | | Dennis W. Archer, Jr. (age 55) | | 11,000 | .05% | 17,195 | | | Mr. Archer has been a member of our board since October 2020. Mr. Archer is the Founder and CEO of Sixteen42 Ventures, the parent company to all his companies - Ignition Media Group, a leading integrated marketing agency, and Archer Corporate Services (ACS), where he is president and founding partner. ACS is one of the nation’s leading marketing fulfillment service firms, serving clients such as General Motors, Procter & Gamble, Johnson & Johnson, Prestige Brands and Blue Buffalo. Mr. Archer’s hospitality holding company, Congress Hospitality, is creator and managing partner of Central Kitchen + Bar. Previously Mr. Archer was a director of Main Street Bank, where he served on the audit committee, loan committee and CRA committee. Mr. Archer holds a law degree from the University of Michigan. Mr. Archer’s entrepreneurial experience, background in community banking and Community involvement in Southeast Michigan makes him a valuable contributor to our Board. | | | .08% | | William J. Boer (age 69) | | 42,602 | .20% | 42,602 | | | Mr. Boer is President and Founder of Grey Dunes, an independent family office advisory firm in Grand Rapids, Michigan. He has been a member of our board since 2012. From 1995 to 2005, Mr. Boer served as Vice President and Chief Operating Officer of RDV Corporation, the family office of the Richard M. DeVos family. Prior to joining RDV Corporation in 1995, Mr. Boer was President of Michigan National Bank, Grand Rapids, and from 1987 to 1993 was Vice President for Administration and Finance at Calvin College. Mr. Boer’s past banking experience, his investment advisory expertise, and his broad experience in executive leadership roles within a number of industries provides important skill sets to our Board. | | | .20% | | Joan A. Budden (age 63) | | 7,037 | .03% | 41,231 | | | Ms. Budden has been a director since July 2015. She currently is the President of a boutique consulting company specializing in strategic planning, leadership development, culture change and strategic marketing. Prior to this she was President & CEO of Priority Health from January 2016 to January 2021, one of Michigan’s largest health plans with over $3 billion in revenue. In that role she successfully lead a large acquisition, expanded their market share and geographic footprint and drove profitable growth. Before becoming CEO Ms. Budden served as Chief Marketing Officer for Priority Health since 2009. Ms. Budden’s responsibilities as Chief Marketing Officer included leading strategic positioning and profitable growth for direct to consumer, government and business-to-business markets. Ms. Budden has more than 25 years of executive leadership experience in the health insurance industry that includes leading business development, change management in technology environments, consumer experience, corporate governance and strategy development at a large national health insurer and an integrated delivery system. Ms. Budden serves as a director of UFP Industries, Inc. (Nasdaq: UFPI), Presbyterian Health Plan, Together Women’s Health and The Children’s Healing Center. Budden’s experience in a highly competitive and regulated industry as well as her marketing expertise and leadership skills, make her an important contributor to the Board. | | | .20% | | Michael J. Cok (age 63) | | — | —% | 25,152 | | | Mr. Cok has been a member of the board since June 2017. Until November 30, 2023, he served as Interim President of Farmers Personal and Commercial lines as well as President of Foremost Insurance Company, Grand Rapids, Michigan, and its subsidiaries, which are wholly-owned subsidiaries of Farmers Group, Inc. Farmers Group, Inc. is a wholly-owned subsidiary of the Zurich Insurance Group Ltd. family of insurance companies. In his position Mr. Cok was responsible for over $24 billion of annual insurance premiums. Foremost provides a variety of specialty, personal lines insurance products throughout the United States. Mr. Cok serves as a director of Ardellis Insurance Company and is active in a variety of charitable and civic organizations. Mr. Cok is a certified public accountant. Mr. Cok’s role as an executive of a large insurance company, his accounting background, and his community involvement make him a valuable contributor to the Board. | | | .12% |

  3. SUBMITTED FOR YOUR VOTE - ELECTION OF DIRECTORS

    | | | Amount and Nature of Beneficial Ownership(1) | Percent of Outstanding | Beneficial Ownership (and percent) Including Certain Deferred Shares (2) | | Directors whose term expire in 2026 | | | | | | Terance L. Beia (age 65) | | 38,180 | .18% | 38,180 | | | Mr. Beia was appointed to the Board in April 2018 in conjunction with the Company’s acquisition of Traverse City State Bank (‘‘TCSB’’). He is active in the oil and gas exploration industry and he owns and manages commercial and residential real estate holdings in the Traverse City area. He served on the TCSB Board of Directors for 17 years. Mr. Beia’s business experience in the Traverse City area and long-term service with TCSB make him a valuable contributor to our Board. | | | .18% | | Stephen L. Gulis, Jr. (age 67) | | — | —% | 61,571 | | | Mr. Gulis is Chairperson of the Board of Directors. Mr. Gulis became a director in 2004. He retired in 2008 as the Executive Vice President and President of Wolverine Worldwide Global Operations Group. He served as Executive Vice President, CFO and Treasurer of Wolverine Worldwide prior to his appointment as President, Global Operations. Prior to joining Wolverine Worldwide, he was a certified public accountant with the accounting firm Touche Ross & Company. Mr. Gulis is also a director for Sleep Number Corporation (Nasdaq: SNBR). In addition to his board positions, Mr. Gulis serves as an independent financial, operations and management advisor to several privately held organizations. Mr. Gulis’ prior experience as a chief financial officer of a major corporation is an important skill set to have on the Board. In addition, his prior experience with a corporation that is subject to the reporting requirements of the Securities Exchange Act of 1934 provides additional value to the Board. | | | .29% | | William B. Kessel (age 60) | | 159,073(3) | .75% | 159,073 | | | Mr. Kessel serves as President and CEO of IBCP and Independent Bank. He became a director of IBCP on January 1, 2013. Prior to his appointment as CEO as of January 1, 2013, Mr. Kessel served as President since April 1, 2011, and as Chief Operating Officer from 2007 to 2011. He also served as President of Independent Bank (prior to the consolidation of our four bank charters) from 2004 to 2007. Prior to joining IBCP in 1994, Mr. Kessel worked for a regional certified public accounting firm in their financial institutions group. Mr. Kessel has over 38 years of service in the financial services industry. His positions with the Company and those experiences make him a particularly important component of the Board. | | | .75% |

  4. SUBMITTED FOR YOUR VOTE - ELECTION OF DIRECTORS

    | | | Amount and Nature of Beneficial Ownership(1) | Percent of Outstanding | Beneficial Ownership (and percent) Including Certain Deferred Shares (2) | | Directors whose term expire in 2027 | | | | | | Christina L. Keller (age 43) | | 8,066 | .04% | 28,065 | | | Ms. Keller has been a member of our Board since December 2016. Since 2009, Ms. Keller has been a leader at Cascade Engineering (CE), where she is currently the CEO and Chair of the Board of Directors of the Cascade Engineering Family of Companies. CE is a diversified global manufacturing company based in Grand Rapids, Michigan. CE is a woman-owned, B certified corporation and a pioneer in the Environmental, Social and Governance (ESG) space. Before becoming CEO, Ms. Keller worked at Accenture and Environmental Resources Trust, gaining expertise in ESG and sustainability. Her role as an executive of a global manufacturing company and her knowledge base relevant to ESG are essential resources to the Board and management. | | | .13% | | Ronia F. Kruse (age 54) | | 1,000 | —% | 21,937 | | | Ms. Kruse was appointed to the Board in October 2019. She is the founder and CEO of OpTech, LLC and OpTech Solutions. These firms provide talent and solutions for clients in technology including analytics, cyber security, application development and connected vehicles. Prior to founding this business in 1999, Ms. Kruse was a senior tax consultant for a big 4 CPA firm. She is a certified public accountant. Her role as the CEO of a technology consulting firm, her background at a public accounting firm and her leadership skills provide an important resource to the Board and management. | | | .10% | | Michael M. Magee, Jr. (age 68) | | 28,012 | .13% | 28,012 | | | Mr. Magee was the Chairperson of the Board of Directors from January 1, 2013 to April 23, 2024. Prior to January 1, 2013, Mr. Magee was the Chief Executive Officer of the Company since January 1, 2005, Executive Vice President and Chief Operating Officer since 2004 and prior to that he served as President and Chief Executive Officer of Independent Bank since 1993. He became a director of the Company in 2005. Mr. Magee has over 44 years of service in the financial services industry and served as our Chief Executive Officer for 8 years. That position and those experiences make him an important component of the Board, and his prior roles with the Company allow him to be particularly effective as Chairperson of the Board. | | | .13% | | (1) | Except as described in the following notes, each nominee or incumbent director owns the shares directly and has sole voting and investment power or shares voting and investment power with his or her spouse under joint ownership. | | | | | (2) | Certain of our directors have made elections to defer fees they received or will receive for service as a director and to have such fees paid to them in shares of our common stock after their retirement from the Board. These elections were made pursuant to the terms of the Deferred Compensation and Stock Purchase Plan for Non-employee Directors described under “Director Compensation” below. Until such shares are issued to the director, the director does not have the right to vote or sell the shares, so the shares are not deemed “beneficially owned” by the director for purposes of this table. However, because these shares represent a material portion of certain directors’ investment in the Company, we are presenting them in this additional column. As of February 21, 2025, a total of 168,049 of our outstanding shares of common stock have been issued to, and are being held by, a trust to be issued to directors pursuant to the foregoing plan. | | | | | (3) | Includes 8,547 shares allocated to Mr. Kessel’s account in the Independent Bank Corporation Employee Stock Ownership Plan (“ESOP”). | | | |

  5. Summary Compensation Table

    Summary Compensation Table The following table shows certain information regarding the compensation for our Chief Executive Officer, Chief Financial Officer, and the three most highly compensated executive officers other than our CEO and CFO for the last three fiscal years (the “Named Executives”).

  6. Summary Compensation Table

    | Name and Principal Position | | Year | Salary(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Totals | | William B. Kessel | | 2024 | $602,080 | $330,138 | $385,500 | $76,731 | $1,394,449 | | | President and Chief | 2023 | 568,000 | 318,106 | 170,587 | 65,427 | 1,122,120 | | | Executive Officer | 2022 | 535,800 | 282,638 | 348,500 | 72,363 | 1,239,301 | | Gavin A. Mohr | | 2024 | 323,140 | 127,622 | 161,212 | 46,730 | 658,704 | | | Executive Vice President and | 2023 | 302,000 | 124,500 | 70,147 | 45,983 | 542,630 | | | Chief Financial Officer | 2022 | 288,400 | 121,655 | 157,614 | 34,263 | 601,932 | | Stefanie M. Kimball | | 2024 | 310,030 | 127,216 | 165,625 | 39,044 | 641,915 | | | Executive Vice President - | 2023 | 301,000 | 125,489 | 90,142 | 36,630 | 553,261 | | | Chief Risk Officer | 2022 | 290,700 | 122,654 | 167,694 | 35,361 | 616,409 | | Patrick J. Ervin | | 2024 | 306,940 | 125,951 | 152,127 | 51,787 | 636,805 | | | Executive Vice President - | 2023 | 298,000 | 123,807 | 70,229 | 52,143 | 544,179 | | | Mortgage Banking | 2022 | 286,800 | 143,155 | 154,008 | 53,775 | 637,738 | | Joel F. Rahn | | 2024 | 307,400 | 122,551 | 162,375 | 36,849 | 629,175 | | | Executive Vice President - | 2023 | 290,000 | 120,246 | 72,580 | 30,503 | 513,329 | | | Commercial Lending | 2022 | 278,500 | 116,373 | 160,523 | 35,361 | 590,757 |

  7. Summary Compensation Table

    | (1) Includes elective deferrals by employees pursuant to Section 401(k) of the Internal Revenue Code. | | (2) The amounts set forth in this column represent the aggregate fair value of awards as of the grant date, computed in accordance with FASB ASC topic 718, “Compensation - Stock Compensation”. The assumptions used in calculating these award amounts are set forth in Note 14, of the Company's 2024 Annual Report. | | (3) The amounts set forth in this column for 2024 represent cash bonuses to be paid to the Named Executives in March 2025, under the terms of the Company's Management Incentive Compensation Plan for the annual period ended December 31, 2024. The amounts set forth in this column for 2023 represent cash bonuses paid to the Named Executives on March 15, 2024, under the terms of the Company's Management Incentive Compensation Plan for the annual period ended December 31, 2023. The amounts set forth in this column for 2022 represent cash bonuses paid to the Named Executives on March 3, 2023, under the terms of the Company's Management Incentive Compensation Plan for the annual period ended December 31, 2022. | | (4) The amounts set forth in this column include our contributions to the ESOP (subject to certain age and service requirements, all employees are eligible to participate in the ESOP), matching contributions to qualified defined contribution plans, contributions to our Executive Nonqualified Excess Plan (discussed under Nonqualified Deferred Compensation below), IRS determined personal use of company owned automobiles, dividends on restricted stock, and country club and other social club dues. Non-perk compensation in excess of $10,000 includes Company matching contributions to qualified defined contribution plans and contributions to our Executive Nonqualified Excess Plan for Mr. Kessel, Mr. Mohr, Ms. Kimball, Mr. Ervin, and Mr. Rahn totaling, $35,443, $18,993, $18,064, $16,116, and $18,100, respectively. In addition, the amount for Mr. Kessel includes $15,746 in dividends on restricted stock awards. |

  8. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below shows the grant of all awards to all of our Named Executives in 2024 pursuant to our compensation plans.

  9. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards($)(4) | | Name and Principal Position | Grant Date | Threshold $ | Target $ | Maximum $ | Threshold | Target | Maximum | | | | William B. Kessel | 02/06/24 | 150,520 | 301,040 | 602,080 | — | — | — | — | $— | | | 02/06/24 | — | — | — | — | 6,511 | 13,022 | — | 173,938 | | | 02/06/24 | — | — | — | — | — | — | 6,511 | 156,199 | | Gavin A. Mohr | 02/06/24 | 64,628 | 129,256 | 258,512 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 2,517 | 5,034 | — | 67,239 | | | 02/06/24 | — | — | — | — | — | — | 2,517 | 60,383 | | Stefanie M. Kimball | 02/06/24 | 62,006 | 124,012 | 248,024 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 2,509 | 5,018 | — | 67,025 | | | 02/06/24 | — | — | — | — | — | — | 2,509 | 60,191 | | Patrick J. Ervin | 02/06/24 | 61,388 | 122,776 | 245,552 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 2,484 | 4,968 | — | 66,360 | | | 02/06/24 | — | — | — | — | — | — | 2,484 | 59,591 | | Joel F. Rahn | 02/06/24 | 61,480 | 122,960 | 245,920 | — | — | — | — | — | | | 02/06/24 | — | — | — | — | 2,417 | 4,834 | — | 64,568 | | | 02/06/24 | — | — | — | — | — | — | 2,417 | 57,984 |

  10. Grants of Plan-Based Awards

    | (1) The amounts in these three columns relate to possible payouts to the Named Executives pursuant to the 2024 Management Incentive Compensation Plan, an annual cash incentive plan. The amounts payable are based on various objectives to be achieved during 2024, as discussed under “Compensation Discussion and Analysis - Annual Cash Incentives” above. The amounts in the “Threshold” column reflect the minimum amounts payable to each NEO if threshold performance was achieved for each of the performance metrics under this incentive plan. There were no minimum amounts payable pursuant to these awards; the amounts in the “Maximum” column reflect the maximum amounts payable pursuant to these awards; and the amounts in the “Target” column represent the target bonus amount. In March 2025, the actual amounts payable to the Named Executives pursuant to these awards were determined and paid as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. | | (2) The amounts in these three columns reflect the grant of performance units pursuant to our Long-Term Incentive Plan. The performance units represent shares of the Company's common stock and are issuable to participants at the end of the three-year performance period beginning on the date that the performance units are granted. The number of performance units reflects the number of shares of common stock that may be issued if certain Total Shareholders Return (TSR) and return on average equity (“ROAA”) goals are met. The total number of shares which finally issue may vary from zero to 200% of the target amount, depending upon the Company's performance relative to the established TSR and ROAA goals. (See Compensation Discussion and Analysis above). | | (3) The amounts in this column represent grants of restricted stock made pursuant to our Long-Term Incentive Plan. These shares of restricted stock will vest in full on the third anniversary of the grant date if the employee remains employed by the Company through that date. | | (4) Aggregate grant date values are computed in accordance with FASB ASC Topic 718. For performance share units, the grant date fair value was determined based upon the vesting of 100% of the target shares awarded. |

  11. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table shows shares of restricted stock and performance share units that have not yet vested, all of which were granted under our Long-Term Incentive Plan. There were no stock options outstanding for any of the Named Executives as of December 31, 2024.

  12. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards | | | Name and Principal Position | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Number of Unearned Shares or Units of Stock That Have Not Vested(3) | Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested(3) | | William B. Kessel | 01/25/22 | 5,088 | $177,215 | — | $— | | | 01/25/22 | — | — | 5,088 | 177,215 | | | 02/06/23 | 6,431 | 223,992 | — | — | | | 02/06/23 | — | — | 6,431 | 223,992 | | | 02/06/24 | 6,511 | 226,778 | — | — | | | 02/06/24 | — | — | 6,511 | 226,778 | | Gavin A. Mohr | 01/25/22 | 2,190 | 76,278 | — | — | | | 01/25/22 | — | — | 2,190 | 76,278 | | | 02/06/23 | 2,517 | 87,667 | — | — | | | 02/06/23 | — | — | 2,517 | 87,667 | | | 02/06/24 | 2,517 | 87,667 | | — | | | 02/06/24 | — | — | 2,517 | 87,667 | | Stefanie M. Kimball | 01/25/22 | 2,208 | 76,905 | — | — | | | 01/25/22 | — | — | 2,208 | 76,905 | | | 02/06/23 | 2,537 | 88,364 | — | — | | | 02/06/23 | — | — | 2,537 | 88,364 | | | 02/06/24 | 2,509 | 87,388 | — | — | | | 02/06/24 | — | — | 2,509 | 87,388 | | Patrick J. Ervin | 01/25/22 | 3,117 | 108,565 | — | — | | | 01/25/22 | — | — | 2,117 | 73,735 | | | 02/06/23 | 2,503 | 87,179 | — | — | | | 02/06/23 | — | — | 2,503 | 87,179 | | | 02/06/24 | 2,484 | 86,518 | — | — | | | 02/06/24 | — | — | 2,484 | 86,518 | | Joel F. Rahn | 01/25/22 | 2,095 | 72,969 | — | — | | | 01/25/22 | — | — | 2,095 | 72,969 | | | 02/06/23 | 2,431 | 84,672 | — | — | | | 02/06/23 | — | — | 2,431 | 84,672 | | | 02/06/24 | 2,417 | 84,184 | — | — | | | 02/06/24 | — | — | 2,417 | 84,184 |

  13. Outstanding Equity Awards at Fiscal Year-End

    | (1) The shares of restricted stock granted in 2022, 2023 and 2024 cliff vest in three years from the date of grant. The number of shares shown in this column reflect the number of shares originally granted. | | (2) The market value of the shares of restricted stock that have not vested is based on the closing price of our common stock as of December 31, 2024, which was $34.83. | | (3) The number of shares that may be issued under our performance share unit awards depends upon the achievement of certain TSR goals, as well as ROAA goals, determined as of the third anniversary of the grant date. The number and value of the awards reflect the target level of performance units granted. |

  14. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects (1) options exercised by the Named Executives in 2024, (2) the number of shares of restricted stock previously awarded to the Named Executives that vested during 2024, and (3) the number of performance shares earned in 2024. No options were exercised by the Named Executives in 2024.

  15. Option Exercises and Stock Vested

    | | | | Stock Awards | | | | | | Option Awards | | Restricted Stock | | Performance Shares | | | Named Executives | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(2) | | William B. Kessel | — | $— | 6,525 | $168,606 | 6,689 | $172,844 | | Gavin A. Mohr | — | — | 2,865 | 74,032 | 2,937 | 75,892 | | Stefanie M. Kimball | — | — | 2,804 | 72,455 | 2,874 | 74,264 | | Patrick J. Ervin | — | — | 5,125 | 132,430 | 2,690 | 69,510 | | Joel F. Rahn | — | — | 2,661 | 68,760 | 2,727 | 70,466 |

  16. Option Exercises and Stock Vested

    | (1) Represents the fair market value of shares of restricted stock as of the date of vesting. | | (2) Represents the number of shares earned with respect to performance units granted in 2021 and corresponding value on the date the shares were issued and vested. |

  17. Option Exercises and Stock Vested

    We have not granted any options since 2013 (other than in connection with the conversion of outstanding options upon our acquisition of Traverse City State Bank in 2018) and therefore do not currently have any policy regarding the timing of option grants in relation to our disclosure of material nonpublic information.

  18. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Nonqualified Deferred Compensation table below provides certain information relating to our Executive Nonqualified Excess Plan that provides for the deferral of compensation on a basis that is not tax-qualified.

  19. Nonqualified Deferred Compensation

    | Named Executives | Executive Officer Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Fiscal Year End ($) | | William B. Kessel | $47,168 | $15,043 | $64,034 | $— | $554,749 | | Gavin A. Mohr | — | — | — | — | — | | Stefanie M. Kimball | 7,608 | — | 14,751 | — | 89,850 | | Patrick J. Ervin | — | — | — | — | — | | Joel F. Rahn | — | — | — | — | — |

  20. Nonqualified Deferred Compensation

    | (1) Amounts in this column represent the deferrals of base salary earned in 2024 which are included in Summary Compensation Table under Salary, plus deferral of amounts earned in 2023 and paid in 2024 under the Company’s Management Incentive Plan which was included in the Summary Compensation Table under Non-Equity Incentive Plan Compensation. | | (2) Amounts in this column represent the Company’s contribution and are included in the “All Other Compensation” column of the Summary Compensation Table. | | (3) Amounts reflect changes in value of the employee’s account during the year, based upon deemed investment deferred amounts. |

  21. Nonqualified Deferred Compensation

    The Executive Nonqualified Excess Plan allows certain employees who have compensation above the statutory ceiling to defer a portion of their base salary and incentive compensation. The Company may make discretionary contributions to the Plan. For 2024, the Company made contributions to the plan such that the amounts in the Plan “mirror” the amounts the Company would have contributed to the Company’s tax-qualified 401(k) plan had the employee’s compensation not been above the statutory ceiling. Distributions from the Plan are paid out in cash based on the deferral election specified by the participant. We do not guarantee a rate of return under the Plan. Instead, participants make investment elections for their deferrals and Company contributions.

  22. Pay versus Performance

    Pay versus Performance

  23. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for Other NEOs (11) | Average Compensation Actually Paid to Other NEOs | Cumulative TSR | Peer Group Cumulative TSR (12) | Net Income | Earnings Per Share | | 2024 | $1,394,449 | $2,126,500(1) | $641,650 | $933,425(2) | 188.95 | 146.80 | $66,790,000 | $3.16 | | 2023 | 1,122,120 | 1,245,987(3) | 538,907 | 591,108(4) | 136.67 | 109.02 | 59,067,000 | 2.79 | | 2022 | 1,239,301 | 1,215,361(5) | 611,686 | 600,535(6) | 119.91 | 99.06 | 63,351,000 | 2.97 | | 2021 | 1,302,851 | 1,479,964(7) | 628,013 | 687,631(8) | 115.03 | 119.74 | 62,895,000 | 2.88 | | 2020 | 1,293,219 | 1,158,370(9) | 429,997 | 315,444(10) | 85.72 | 87.20 | 56,152,000 | 2.53 |

  24. Pay versus Performance

    (1)Reflects the following adjustments to Mr. Kessel's total compensation for 2024, as reflected in the Summary Compensation Table above: a.Subtracted $330,138, the aggregate grant date fair value of stock awards granted in 2024. b.Added (Subtracted): i.$602,406, the year-end fair value of awards granted during 2024 that remain outstanding and unvested at December 31, 2024; ii.$462,332, the change in the year-end fair value (from the prior year-end fair value) of awards granted prior to 2024 that remain outstanding and unvested at December 31, 2024; and iii.$(2,549), the change in the vesting date fair value (from the prior year-end fair value) of awards granted prior to 2024 that vested in 2024. (2)The Named Executives, other than the CEO (the "Other NEOs"), for 2024 were: Gavin A. Mohr, Patrick J. Ervin, Stefanie M. Kimball and Joel F. Rahn. Reflects the following adjustments to the average of the Other NEOs' total compensation for 2024, as reflected in the Summary Compensation Table above: a.Subtracted $125,835, the average aggregate grant date fair value of stock awards granted to the Other NEOs in 2024. b.Added (Subtracted): i.$229,617, the average year-end fair value of awards granted during 2024 that remain outstanding and unvested at December 31, 2024; ii.$189,190, the change in the average year-end fair value (from the average prior year-end fair value) of awards granted prior to 2024 that remain outstanding and unvested at December 31, 2024; and iii.$(1,197), the change in the average vesting date fair value (from the average prior year-end fair value) of awards granted prior to 2024 that vested in 2024. (3)Reflects the following adjustments to Mr. Kessel's total compensation for 2023, as reflected in the Summary Compensation Table above: a.Subtracted $318,106, the aggregate grant date fair value of stock awards granted in 2023. b.Added (Subtracted): i.$376,529, the year-end fair value of awards granted during 2023 that remain outstanding and unvested at December 31, 2023; ii.$70,407, the change in the year-end fair value (from the prior year-end fair value) of awards granted prior to 2023 that remain outstanding and unvested at December 31, 2023; and iii.$(4,963), the change in the vesting date fair value (from the prior year-end fair value) of awards granted prior to 2023 that vested in 2023. (4)The Other NEOs for 2023 were: Gavin A. Mohr, Patrick J. Ervin, Stefanie M. Kimball and Larry R. Daniel. Reflects the following adjustments to the average of the Other NEOs' total compensation for 2023, as reflected in the Summary Compensation Table above: a.Subtracted $122,769, the average aggregate grant date fair value of stock awards granted to the Other NEOs in 2023. b.Added (Subtracted): i.$145,315, the average year-end fair value of awards granted during 2023 that remain outstanding and unvested at December 31, 2023; ii.$31,156, the change in the average year-end fair value (from the average prior year-end fair value) of awards granted prior to 2023 that remain outstanding and unvested at December 31, 2023; and iii.$(1,501), the change in the average vesting date fair value (from the average prior year-end fair value) of awards granted prior to 2023 that vested in 2023. (5)Reflects the following adjustments to Mr. Kessel's total compensation for 2022, as reflected in the Summary Compensation Table above: a.Subtracted $282,638, the aggregate grant date fair value of stock awards granted in 2022. b.Added (Subtracted): i.$258,826, the year-end fair value of awards granted during 2022 that remain outstanding and unvested at December 31, 2022; ii.$(3,876), the change in the year-end fair value (from the prior year-end fair value) of awards granted prior to 2022 that remain outstanding and unvested at December 31, 2022; and iii.$3,748, the change in the vesting date fair value (from the prior year-end fair value) of awards granted prior to 2022 that vested in 2022. (6)The Other NEOs for 2022 were: Gavin A. Mohr, Patrick J. Ervin, Stefanie M. Kimball and Joel F. Rahn. Reflects the following adjustments to the average of the Other NEOs' total compensation for 2022, as reflected in the Summary Compensation Table above: a.Subtracted $125,959, the average aggregate grant date fair value of stock awards granted to the Other NEOs in 2022. b.Added (Subtracted): i.$115,476, the average year-end fair value of awards granted during 2022 that remain outstanding and unvested at December 31, 2022; ii.$(1,540), the change in the average year-end fair value (from the average prior year-end fair value) of awards granted prior to 2022 that remain outstanding and unvested at December 31, 2022; and iii.$872, the change in the average vesting date fair value (from the average prior year-end fair value) of awards granted prior to 2022 that vested in 2022. (7)Reflects the following adjustments to Mr. Kessel's total compensation for 2021, as reflected in the Summary Compensation Table above: b.Added: i.$311,895, the year-end fair value of awards granted during 2021 that remain outstanding and unvested at December 31, 2021; ii.$112,002, the change in the year-end fair value (from the prior year-end fair value) of awards granted prior to 2021 that remain outstanding and unvested at December 31, 2021; and iii.$25,439, the change in the vesting date fair value (from the prior year-end fair value) of awards granted prior to 2021 that vested in 2021. (8)The Other NEOs for 2021 were: Gavin A. Mohr, Patrick J. Ervin, Stefanie M. Kimball and Joel F. Rahn. Reflects the following adjustments to the average of the Other NEOs' total compensation for 2021, as reflected in the Summary Compensation Table above: a.Subtracted $126,473, the average aggregate grant date fair value of stock awards granted to the Other NEOs in 2021. b.Added: i.$145,831, the average year-end fair value of awards granted during 2021 that remain outstanding and unvested at December 31, 2021; ii.$25,276, the change in the average year-end fair value (from the average prior year-end fair value) of awards granted prior to 2021 that remain outstanding and unvested at December 31, 2021; and iii.$14,983, the change in the average vesting date fair value (from the average prior year-end fair value) of awards granted prior to 2021 that vested in 2021. (9)Reflects the following adjustments to Mr. Kessel's total compensation for 2020, as reflected in the Summary Compensation Table above: a.Subtracted $257,400, the aggregate grant date fair value of stock awards granted in 2020. b.Added (Subtracted): i.$202,889, the year-end fair value of awards granted during 2020 that remain outstanding and unvested at December 31, 2020; ii.$(80,339), the change in the year-end fair value (from the prior year-end fair value) of awards granted prior to 2020 that remain outstanding and unvested at December 31, 2020; and iii.$1, the change in the vesting date fair value (from the prior year-end fair value) of awards granted prior to 2020 that vested in 2020. (10)The Other NEOs for 2020 were: Gavin A. Mohr, Patrick J. Ervin, Stefanie M. Kimball, Dennis J. Mack, Robert N. Shuster and Stephen A. Erickson. Reflects the following adjustments to the average of the Other NEOs' total compensation for 2020, as reflected in the Summary Compensation Table above: a.Subtracted $81,195, the average aggregate grant date fair value of stock awards granted to the Other NEOs in 2020. b.Added (Subtracted): i.$51,749, the average year-end fair value of awards granted during 2020 that remain outstanding and unvested at December 31, 2020; ii.$(26,396), the change in the average year-end fair value (from the average prior year-end fair value) of awards granted prior to 2020 that remain outstanding and unvested at December 31, 2020; and iii.$(14,600), the change in the average vesting date fair value (from the average prior year-end fair value) of awards granted prior to 2020 that vested in 2020.

  25. Pay versus Performance

    c.Subtracted $(44,110), the prior year-end fair value of awards that were forfeited during 2020. (11)The 2020 Other NEO compensation is lower relative to 2021 and 2022 due to certain retirements and terminations of certain Other NEOs during that year. (12)The peer group for each year presented is the Nasdaq Bank Stock Index. The graphs below describe the relationship between pay and performance by comparing compensation actually paid to our CEO as well as average actual compensation paid to our Other NEOs to our cumulative TSR, peer group TSR, net income and earnings per share. The following represents financial performance measures that we determined are the most important measures used to link compensation actually paid to each NEO and company performance: Earnings per share Efficiency ratio Non-performing assets to total assets Deposit balance growth

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For 2024, the annual retainer paid to non-employee directors was $68,000. Additional retainers of $36,500, $10,400, $6,250, and $6,250 were paid during 2024 to the chair of the Board and the chairpersons of the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, respectively. No fees (beyond the retainers described above) are payable for attendance at either Board or committee meetings. Under the Company’s Corporate Governance Principles, half of the combined retainer for directors is payable in cash and the other half is payable in shares under the Deferred Compensation and Stock Purchase Plan for Non-employee Directors (the “Purchase Plan”) described below until that director achieves the required share ownership under the Company’s share ownership guidelines. Once a director achieves the requisite level of share ownership under those guidelines, each director then has the choice of receiving his or her director compensation in cash or under any of the means available under our Purchase Plan, at his or her discretion. A director is expected to own at least $300,000 in market value of the Company’s common stock within five years of first becoming a director of the Company. The Purchase Plan provides that non-employee directors may defer payment of all or a part of their director fees (“Fees”) or receive shares of common stock in lieu of cash payment of Fees. Under the Purchase Plan, each non-employee director may elect to participate in a Current Stock Purchase Account, a Deferred Cash Investment Account or a Deferred Stock Account. A Current Stock Purchase Account is credited with shares of IBCP common stock having a fair market value equal to the Fees otherwise payable. A Deferred Cash Investment Account is credited with an amount equal to the Fees deferred and on each quarterly credit date with an appreciation factor that may not exceed the prime rate of interest charged by Independent Bank. A Deferred Stock Account is credited with the amount of Fees deferred and converted into stock units based on ninety percent of the fair market value of IBCP common stock at the time of the deferral. Amounts in the Deferred Stock Account are credited with cash dividends and other distributions on IBCP common stock. Fees credited to a Deferred Cash Investment Account or a Deferred Stock Account are deferred for income tax purposes. The Purchase Plan does not provide for distributions of amounts deferred prior to a participant’s termination as a non-employee director. Participants may generally elect either a lump sum or installment distributions.

  27. DIRECTOR COMPENSATION

    | | Fees Earned or Paid in | | | | Non-Employee Directors(1) | Cash(2) | Stock(2) | Total | | Dennis W. Archer, Jr. | $67,250 | $— | $67,250 | | William J. Boer(3) | 36,719 | 36,719 | 73,438 | | Joan A. Budden(4) | 73,438 | — | 73,438 | | Terance L Beia | 67,250 | — | 67,250 | | Michael J. Cok(5) | 37,092 | 37,092 | 74,184 | | Stephen L. Gulis, Jr.(6) | 94,950 | — | 94,950 | | Christina L. Keller | — | 67,250 | 67,250 | | Ronia F. Kruse | — | 67,250 | 67,250 | | Michael M. Magee, Jr.(7) | 79,042 | — | 79,042 | | Matthew J. Missad | 8,767 | 13,150 | 21,917 | | | $464,508 | $221,461 | $685,969 |

  28. DIRECTOR COMPENSATION

    | (1) Mr. Kessel, our President and CEO, receives no additional compensation for his service as director. All compensation paid to Mr. Kessel for 2024 is reported in the Summary Compensation Table above. | | (2) For 2024, fees were paid in the form of cash and the Company’s common stock, as described above. | | (3) Includes additional retainer for service as chairperson of the nominating and corporate governance committee during 2024. | | (4) Includes additional retainer for services as chairperson of the compensation committee during 2024. | | (5) Includes additional retainer for service as chairperson of the audit committee beginning April 23, 2024. | | (6) Includes additional retainer for service as chairperson of the audit committee up to April 23, 2024 and additional retainer for service as chairperson beginning April 23, 2024. | | (7) Includes additional fee for service as chairperson up to April 23, 2024. |