Jeana Hutchings
About Jeana Hutchings
Jeana Hutchings, age 60, has served on FinWise Bancorp’s Board since October 2020 and is an independent Class I director with her term expiring at the 2027 Annual Meeting. She began her career as a registered nurse, transitioned into healthcare insurance operations and sales, and became managing partner at Diversified Insurance Benefit Services in 2006, growing the employee benefits division from $1.5 million to $12 million before its acquisition by IMA Financial Group in 2021; she now serves as Executive Vice President at IMA. Hutchings holds a BSN from the University of Utah and contributes finance and general business expertise to the Board, currently chairing the Audit Committee and serving on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversified Insurance Benefit Services | Managing Partner (Employee Benefits Division) | 2006–2021 | Grew division from $1.5M to $12M prior to acquisition |
| Various healthcare providers | Registered Nurse | Not disclosed | Clinical operations experience in hospitals and other healthcare settings |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IMA Financial Group | Executive Vice President | 2021–present | Specializes in alternative funding strategies to manage employer healthcare/benefit costs |
Board Governance
- Classification and tenure: Class I director (Giordano, Hutchings, Weichselbaum); Class I terms expire at the 2027 Annual Meeting .
- Independence: Board determined Hutchings is an independent director under Nasdaq and SEC rules .
- Leadership: CEO/Chair roles combined (Kent Landvatter) with a Lead Independent Director (Howard I. Reynolds) providing balance, presiding over executive sessions and liaising with independents .
- Board/committee activity: Board held 17 meetings in 2024; committees met Audit (8), Compensation (4), Nominating & Corporate Governance (4). Each incumbent director attended at least 75% of Board and committee meetings in 2024 .
- Executive sessions: Independent directors generally meet in executive sessions at least twice annually .
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Audit Committee | Chair | 8 | Independent under Nasdaq and SEC audit rules; Susan Ehrlich designated audit committee financial expert |
| Compensation Committee | Member | 4 | Independent under Nasdaq rules |
| Nominating & Corporate Governance | Not a member | 4 | Committee comprised of independents; Lead Independent Director is Chair |
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 77,100 | 40,005 (restricted stock grant-date fair value) | — | 117,105 |
Director compensation program context (2024):
- Program based on annual retainers; approximately 35% of director compensation paid in restricted stock .
- Fee schedule: Normal Outside Director $70,000; Lead Independent $85,000; Committee Chair (standing committees) $9,000; Committee Member (standing committees) $3,600 .
Performance Compensation
Compensation structures overseen by the Compensation Committee (relevant to Hutchings as a member):
| Component | Metric/Condition | Applies To | Target/Condition (2024/2025) |
|---|---|---|---|
| Annual Cash Bonus Plan | Pre-tax net income vs. targets (linear interpolation; Committee discretion ± adjustments) | Named Executives | Targets: CEO $575,000; President $400,000; CFO $300,000 (range from 0 to max) |
| Equity Vesting (2022–2023 grants) | Return on Average Assets (ROAA) thresholds | Named Executives | 2023 awards vest over 3 years based on ROAA levels |
| Equity Vesting (from April 2025) | Bank ROAA must exceed FDIC industry average for most recent annual period prior to vest date | Future awards | Board adopted April 2025 change to require ROAA > FDIC average for vesting |
Committee governance:
- Use of independent compensation consultant (Hunt Financial Group) focusing on fintech peers; reviews levels, methods, metrics .
- Clawback policy adopted Nov 28, 2023, per Nasdaq listing standards for incentive-based compensation tied to restatements .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not disclose other public company boards for Hutchings . |
Expertise & Qualifications
- Healthcare and insurance financing expertise; executive leadership in benefits funding and cost management .
- Financial and general business acumen contributing to board effectiveness .
- Audit Committee leadership and oversight of internal controls, auditor independence, SEC filings, related party review .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 32,287 | Includes 9,000 shares underlying vested options |
| Percent of class | <1% | Based on 13,214,827 shares outstanding as of April 21, 2025 |
| Options – exercisable | 9,000 | Vested options included in beneficial ownership |
| Shares pledged/hedged | Not disclosed; company discourages derivative/speculative transactions on unvested stock; no outright prohibition for directors |
Governance Assessment
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Strengths:
- Independent director chairing Audit Committee; signed Audit Committee report affirming oversight of audited financials and auditor independence—signal of active engagement .
- Compensation oversight uses independent consultant and introduces more stringent performance-based vesting (ROAA > FDIC average), aligning pay with risk-adjusted performance .
- Director equity component (~35% of compensation) supports alignment with shareholders .
- Attendance at least 75% in 2024 and participation in executive sessions indicates engagement .
-
Potential risks and conflicts:
- Combined CEO/Chair structure persists; mitigated by Lead Independent Director, but remains a governance trade-off for independence .
- Company maintains significant related-party dealings with Business Funding Group (BFG), including ownership interests, fees, and options; as Audit Chair, Hutchings must ensure robust oversight of these transactions—ongoing conflict risk area requiring vigilance .
- Hedging/pledging policy discourages but does not prohibit derivative/speculative transactions on unvested stock for directors and officers—policy gap relative to best practices. RED FLAG (policy weakness) .
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Overall view:
- Hutchings brings sector-relevant financing expertise and holds key oversight roles (Audit Chair, Compensation member). Governance signals are net positive due to performance-linked executive pay enhancements and active audit oversight, but monitoring is advised around related-party exposure (BFG) and the non-prohibitive hedging policy framework .