Christopher Michaels
About Christopher Michaels
Christopher S. Michaels (age 58) is Executive Vice President and Chief Operating Officer (COO) of Independent Bank Corporation, effective January 2, 2025, after serving as Senior Vice President & Chief Information Officer since January 2020; he joined Independent Bank in February 2012 on the information/technology team and has been with the organization for twelve years as of the appointment date . Company incentive and pay-versus-performance frameworks emphasize operational and financial execution: 2024 Management Incentive Plan metrics included EPS ($3.16 actual), efficiency ratio (60.83%), non-performing assets/total assets (0.13%), and deposit balance growth (6.33%), which drive bonus outcomes, while pay-versus-performance analyses benchmark compensation against TSR, net income, and EPS .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Corporation | EVP, Chief Operating Officer | Jan 2025–present | COO mandate to drive operational transformation; CEO highlighted Michaels’ “successful track record for driving transformation” |
| Independent Bank | SVP & Chief Information Officer | Jan 2020–Jan 2025 | Led information and technology organization, underpinning systems, security, and efficiency |
| Independent Bank | Information & Technology leadership | Feb 2012–Jan 2020 | Advanced technology capabilities and internal infrastructure, precursor to CIO promotion |
External Roles
No external public-company directorships or committee roles are disclosed in IBCP’s FY2024 10-K executive officer section or recent proxy statements .
Fixed Compensation
| Component | Policy/Detail |
|---|---|
| Employment agreements | None; base salaries are set annually (peer benchmarking via Meridian, performance, experience, tenure). EVP base salaries are set by the CEO with Committee input/approval . |
| Target annual bonus | Under the Management Incentive Plan (MIP): CEO 60% (2025) and 50% (2024); other Named Executives 40%. Bonuses: 20% based on individual goals, remainder based on company metrics/weights below . |
| Bonus thresholds | No bonuses paid unless EPS meets threshold: 2024 ≥ $2.61; 2025 ≥ $2.67 . |
Performance Compensation
Management Incentive Plan metrics, weights, targets, actuals, and payout math (company-level; executives’ bonuses are derived from these outcomes):
| Metric (weight) | 2023 Target (100%) | 2023 Actual | 2023 Performance Factor | 2023 Payout Ratio | 2024 Target (100%) | 2024 Actual | 2024 Performance Factor | 2024 Payout Ratio |
|---|---|---|---|---|---|---|---|---|
| Earnings Per Share (40%) | $3.12 | $2.79 | 0.00 | 0.00 | $2.99 | $3.16 | 1.34 | 0.54 |
| Efficiency Ratio (12%) | 59.00% | 60.81% | 0.55 | 0.07 | 59.00% | 60.83% | — (below threshold) | 0.00 |
| NPA / Total Assets (12%) | 0.30% | 0.11% | 1.95 | 0.23 | 0.30% | 0.13% | 1.85 | 0.22 |
| Deposit Balance Growth (16%) | 5.00% | 3.81% | 0.76 | 0.06 | 5.00% | 6.33% | 1.27 | 0.20 |
| Deposit Account Growth (8%) | 4.00% | (0.53)% | 0.00 | 0.00 | Eliminated in 2024 | — | — | — |
Long-term incentives (LTIP) used for executives:
- Performance Share Units (PSUs): three-year performance period with payout from 0–200% of target based on TSR and ROAA goal attainment .
- Restricted Stock (RS): cliff vests fully on third anniversary of grant if the employee remains employed through that date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,040 shares held by Christopher S. Michaels (as tracked by TipRanks) . |
| Hedging / pledging | Company policy prohibits executive officers and directors from pledging IBCP securities as collateral and prohibits hedging transactions . |
| Stock ownership guidelines | EVP must hold Company stock valued at ≥ 2× base salary; guideline applies ratably over 5 years post-hire/promotion. Unvested RS/RSUs and vested in-the-money options count; PSUs do not count until earned . |
| Insider trading notes | Reported “uninformative buy” ~$6.99K on Feb 21, 2025; no material sell pressure indicated in public trackers . |
Employment Terms
| Term | Detail |
|---|---|
| Start dates | Joined Independent Bank in February 2012; promoted to SVP & CIO in January 2020; promoted to EVP & COO effective January 2, 2025 . |
| Employment agreement | Executives do not have separate employment agreements; salaries set annually with peer benchmarking and Committee oversight . |
| Management Continuity Agreement | Executive officers have self-renewing three-year change-in-control agreements; severance only payable with both change-in-control and actual/constructive termination (double-trigger). Lump-sum severance equals 18–36 months of salary+bonus, plus continuation of benefits for 18–36 months, capped at $1 below 3× “base amount” under IRC §280G . |
| Good reason / cause | No benefits for termination with cause, death, disability, or resignation without “good reason”; “good reason” includes material pay reduction, adverse change in duties, or material adverse change in employment terms post-CIC . |
| Clawback | Board-adopted clawback to recoup incentive compensation upon financial restatement and, at Board discretion, for certain improper conduct . |
| Deferred compensation | Nonqualified deferred compensation plan available to eligible executives in addition to the 401(k) plan . |
| Perquisites | Executives eligible for employee benefit plans; also entitled to use of Company-owned/leased vehicles and reimbursement of certain club dues . |
Investment Implications
- Alignment and risk controls: Anti-hedging/pledging and 2× salary stock-ownership guidelines for EVPs support shareholder alignment and reduce adverse trading signals; clawback provisions further strengthen discipline .
- Incentive levers: Annual incentives emphasize EPS (40% weight) alongside efficiency, asset quality, and deposits—directly tying payouts to profitability, operating discipline, and funding growth. 2024 results produced a positive payout ratio on EPS/NPA/deposit growth; efficiency ratio underperformed, tempering total bonus outcomes .
- Retention risk: Long tenure (since 2012), recent elevation to COO, and double-trigger CIC protections suggest moderate retention risk, with severance capped by §280G to mitigate excessive payouts .
- Execution focus: CIO-to-COO trajectory signals emphasis on operational resiliency and technology modernization—important given disclosed risks around system disruptions, cyber threats, and interest-rate-driven efficiency challenges . The incentive framework’s continued use of efficiency and asset quality metrics should keep operational execution central to compensation outcomes .