Christina Keller
About Christina L. Keller
Christina L. Keller (age 43) is an independent director of Independent Bank Corporation, serving on the Board since December 2016. She is CEO and Chair of the Cascade Engineering Family of Companies, a diversified global manufacturer and B Certified corporation, with prior professional stints at Accenture and Environmental Resources Trust emphasizing ESG and sustainability expertise . The Board has affirmatively determined her independence under NASDAQ rules; directors attended the 2024 annual meeting, and each attended at least 75% of Board and committee meetings, with the Board meeting seven times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture | Consultant/Professional (prior role) | Not disclosed | Strategy and operations experience; ESG-relevant foundation |
| Environmental Resources Trust | Professional (prior role) | Not disclosed | Sustainability/ESG domain experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascade Engineering Family of Companies | CEO and Chair | “Since 2009, leader” and currently CEO/Chair | ESG pioneer; manufacturing operations leadership; woman-owned B Corp credentials |
Board Governance
- Independence, attendance, and engagement: Keller is independent; Board held seven meetings in 2024; all directors attended the annual meeting and each attended at least 75% of aggregate meetings .
- Committee memberships (2024/2025):
- Compensation Committee: Member; chaired by Joan A. Budden. 2024 membership Budden (Chair), Keller, Missad; 2025 membership Budden (Chair), Keller, Gulis .
- Audit Committee: Not a member; 2024 Audit chaired by Gulis (until April 23, 2024), then Cok; members included Archer, Cok, Kruse . 2025 Audit chaired by Cok; members Archer, Kruse .
- Nominating & Corporate Governance: Not listed as member; 2024 members Boer (Chair), Beia, Gulis ; 2025 members Boer (Chair), Beia, Archer, Budden .
- Leadership structure: Separate Chair (Stephen L. Gulis), CEO (William B. Kessel), and Lead Independent Director (William J. Boer); executive sessions held regularly without management and may exclude non-independent directors .
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual director retainer (standard, non-employee) | $63,750 | $68,000 |
| Chair of Board additional retainer | $35,000 | $36,500 |
| Audit Committee Chair additional retainer | $9,500 | $10,400 |
| Compensation Committee Chair additional retainer | $6,000 | $6,250 |
| Nominating & Corporate Governance Chair additional retainer | $6,000 | $6,250 |
| Meeting fees | None (no fees beyond retainers) | None (no fees beyond retainers) |
| Director: Christina L. Keller | FY 2024 Cash | FY 2024 Stock | FY 2024 Total | FY 2025 Cash | FY 2025 Stock | FY 2025 Total |
|---|---|---|---|---|---|---|
| Fees earned | $0 | $63,750 | $63,750 | $0 | $67,250 | $67,250 |
- Compensation delivery and ownership alignment: Under Corporate Governance Principles, half of the combined retainer is paid in cash and half in stock via the Deferred Compensation and Stock Purchase Plan until ownership guidelines are met; thereafter directors may elect form of payment. Directors are expected to own at least $300,000 of IBCP common stock within five years of first becoming a director . Keller elected stock for her fees in 2024 and 2025, signaling alignment .
Performance Compensation
- Directors do not receive performance-based pay; Keller’s performance oversight occurs through the Compensation Committee, which ties executive incentives to quantified metrics. 2024 actual results and payout drivers:
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Performance | Performance Factor | Relative Weight | Payout Ratio |
|---|---|---|---|---|---|---|---|
| Earnings Per Share (EPS) | $2.74 | $2.99 | $3.49 | $3.16 | 1.34 | 40% | 0.54 |
| Efficiency Ratio | 60.00% | 59.00% | 56.00% | 60.83% | — (below threshold) | 12% | 0.00 |
| Non-Performing Assets / Total Assets | 0.50% | 0.30% | 0.10% | 0.13% | 1.85 | 12% | 0.22 |
| Deposit Balance Growth (ex-brokered) | 2.50% | 5.00% | 10.00% | 6.33% | 1.27 | 16% | 0.20 |
- 2025 plan metrics and weights approved (no payouts yet):
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Relative Weight |
|---|---|---|---|---|
| EPS | $2.80 | $3.15 | $3.56 | 40% |
| Efficiency Ratio | 60.0% | 59.0% | 56.0% | 12% |
| Non-Performing Assets / Total Assets | 0.50% | 0.30% | 0.10% | 12% |
| Deposit Balance Growth (ex-brokered) | 2.5% | 5.0% | 10.0% | 16% |
- Governance signal: say‑on‑pay approval ~96.1% at prior annual meeting, indicating shareholder support for pay programs Keller helps oversee .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Keller in the proxy biography |
| Private/nonprofit boards | Not disclosed beyond Cascade Engineering leadership |
| Interlocks with IBCP customers/suppliers | None disclosed for Keller |
Expertise & Qualifications
- ESG and sustainability expertise; executive leadership in complex manufacturing; woman-owned B Corp context .
- Compensation oversight and pay-risk monitoring experience through Compensation Committee service .
- Board skills matrix diversity: the Company reports gender and demographic diversity at the Board level (Keller contributes to female representation) .
Equity Ownership
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 12,866 | 8,066 |
| Ownership as % of shares outstanding | 0.06% (outstanding: 21,082,873) | 0.04% (outstanding: 21,140,812) |
| Deferred shares held in trust (not currently beneficially owned) | 29,746 | 28,065 |
| Pledging/Hedging status | Company policy prohibits directors from pledging or hedging Company stock | |
| Director stock ownership guideline | Expected to own ≥$300,000 market value within 5 years of joining the Board |
Note: Deferred shares in the trust are not beneficially owned until issued at/after retirement; presented for alignment context per proxy disclosure .
Governance Assessment
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Strengths:
- Clear independence and engagement record; Board and committees met regularly, with strong attendance, and regular executive sessions enhancing oversight .
- Keller’s ESG/manufacturing expertise complements bank risk and strategy; active role on the Compensation Committee that applies quantifiable, multi-metric performance plans, aligning pay with EPS, efficiency, asset quality, and funding growth .
- Ownership alignment signals: stock retainer elections and deferred stock accumulation; anti-pledging/anti-hedging policy reduces misalignment risk .
-
Watch items:
- External CEO/Chair responsibilities at Cascade Engineering could pose time‑commitment risk; continued monitoring of meeting attendance and committee workload advisable (no attendance shortfalls disclosed) .
- No explicit disclosure of personal related‑party transactions; general director/officer loans existed on market terms and modest scale (0.9% of equity at YE 2024), but no Keller‑specific items disclosed .
-
Signals affecting investor confidence:
- High say‑on‑pay support (~96.1%) suggests shareholder endorsement of compensation governance Keller helps oversee .
- Committee independence and separation of chair/CEO with Lead Independent Director provide balanced board leadership structures .
RED FLAGS: None disclosed for Keller regarding conflicts, low attendance, pledging/hedging, or related‑party transactions .