Dennis Archer Jr.
About Dennis W. Archer, Jr.
Dennis W. Archer, Jr. (age 55) has served on Independent Bank Corporation’s board since October 2020. He holds a law degree from the University of Michigan and is Founder & CEO of Sixteen42 Ventures, parent to Ignition Media Group and Archer Corporate Services (ACS); he also leads Congress Hospitality, creator and managing partner of Central Kitchen + Bar. Prior service includes directorship at Main Street Bank, where he served on the audit, loan, and CRA committees, bringing entrepreneurial, marketing, and community-banking experience to IBCP’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Main Street Bank | Director | Prior to IBCP board service (dates not disclosed) | Audit, Loan, CRA committees; community banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sixteen42 Ventures | Founder & CEO | Not disclosed | Parent to Ignition Media Group and ACS; entrepreneurial leadership |
| Ignition Media Group | CEO (within Sixteen42) | Not disclosed | Integrated marketing agency |
| Archer Corporate Services (ACS) | President & Founding Partner | Not disclosed | Marketing fulfillment firm serving GM, P&G, J&J, Prestige Brands, Blue Buffalo |
| Congress Hospitality / Central Kitchen + Bar | Managing Partner | Not disclosed | Hospitality venture |
Board Governance
- Independence: The board determined Archer is an “Independent Director” under Nasdaq Rule 5605(a)(2); he meets committee independence requirements; no family relationships noted among directors/executives .
- Committees: Audit Committee (members: Cok—Chair, Archer, Kruse; met 7 times in 2024); Nominating & Corporate Governance Committee (members: Boer—Chair, Beia, Archer, Budden; met 2 times in 2024) .
- Attendance: All directors attended the 2024 annual shareholder meeting; each director attended at least 75% of board/committee meetings on which they served during 2024 .
- Election Results (2025 Annual Meeting): Archer received 17,167,845 For; 262,192 Against; 25,642 Withheld; 1,579,944 Broker Non-Votes .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual Director Retainer | $68,000 |
| Chair Fees (Board / Audit / Comp / Nominating) | $36,500 / $10,400 / $6,250 / $6,250 (only payable to chairpersons; Archer is not a chair) |
| Meeting Fees | None (no per-meeting fees; compensation via retainers) |
| Archer – Fees Earned/Paid (Cash / Stock / Total) | $67,250 / $— / $67,250 |
| Director Ownership Guideline | Must own at least $300,000 in market value of IBCP stock within five years of joining the board |
Policy note: Half of the combined retainer is paid in cash and half in stock under the Deferred Compensation and Stock Purchase Plan until a director achieves ownership guidelines; after reaching guidelines, directors may elect cash or other forms under the Purchase Plan . The Purchase Plan supports deferral into cash and stock accounts, with deferred stock units credited at 90% of fair market value and dividend equivalents; distributions generally occur post-board service .
Performance Compensation
| Item | Disclosure |
|---|---|
| Stock Options (Director grants) | No stock options granted to directors in 2023; none approved/granted to date in 2024 at that time |
| Performance Metrics for Director Pay | Not disclosed; director compensation structured as retainers and equity/deferred stock purchase plan, without performance targets |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Company Boards (other than IBCP) | None disclosed |
| Prior Public Company Boards | Not disclosed in proxy; prior board service at Main Street Bank (private) |
| Compensation Committee Interlocks | None requiring disclosure in 2024 |
Expertise & Qualifications
- Legal training (law degree, University of Michigan); entrepreneurial leadership across marketing, fulfillment, and hospitality; prior bank board committee experience (audit, loan, CRA) underpinning risk oversight and governance contributions .
- Audit Committee membership; Audit Committee Financial Expert designation is held by Cok (not Archer) .
Equity Ownership
| Metric | As of Feb 21, 2025 |
|---|---|
| Beneficial Ownership – Common Shares | 11,000 (0.05%) |
| Including Certain Deferred Shares (Purchase Plan trust) | 17,195 (0.08%) |
| Directors’ Deferred Shares Held in Trust (aggregate) | 168,049 shares held in trust for future issuance to directors under the Purchase Plan |
Notes: Deferred shares are not deemed “beneficially owned” until issuance; presented separately due to materiality for some directors .
Insider Trades (Form 4 – 2023–2025)
| Transaction Date | Type | Security | Quantity | Price | Post-Txn Units/Shares | Citation |
|---|---|---|---|---|---|---|
| 2025-08-15 | Award (A) | Phantom Stock Units | 52.19 | $0.00 | 6,297.08 units | |
| 2025-05-15 | Award (A) | Phantom Stock Units | 49.46 | $0.00 | 6,244.89 units | |
| 2025-02-14 | Award (A) | Phantom Stock Units | 44.96 | $0.00 | 6,195.43 units | |
| 2024-11-15 | Award (A) | Phantom Stock Units | 38.95 | $0.00 | 6,150.47 units | |
| 2024-08-15 | Award (A) | Phantom Stock Units | 44.11 | $0.00 | 6,111.52 units | |
| 2024-05-13 | Award (A) | Phantom Stock Units | 55.69 | $0.00 | 6,067.41 units | |
| 2024-02-15 | Award (A) | Phantom Stock Units | 56.94 | $0.00 | 6,011.72 units | |
| 2023-11-13 | Award (A) | Phantom Stock Units | 65.06 | $0.00 | 5,954.78 units | |
| 2023-10-01 | Award (A) | Phantom Stock Units | 492.25 | $0.00 | 5,889.72 units | |
| 2023-08-14 | Award (A) | Phantom Stock Units | 59.92 | $0.00 | 5,397.47 units | |
| 2023-07-01 | Award (A) | Phantom Stock Units | 532.30 | $0.00 | 5,337.55 units | |
| 2023-05-15 | Award (A) | Phantom Stock Units | 67.88 | $0.00 | 4,805.25 units | |
| 2023-04-01 | Award (A) | Phantom Stock Units | 508.03 | $0.00 | 4,737.37 units | |
| 2023-02-24 | Award (A) | Phantom Stock Units | 43.04 | $0.00 | 4,229.34 units | |
| 2023-05-04 | Purchase (P) | Common Stock | 1,000 | $15.576 | 11,000 shares | |
| 2023-03-15 | Purchase (P) | Common Stock | 1,500 | $17.806 | 10,000 shares | |
| 2023-03-13 | Purchase (P) | Common Stock | 1,500 | $19.156 | 8,500 shares |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 17,146,155 | 261,508 | 48,016 | 1,579,944 |
Related Party Transactions
- The company’s directors and executive officers (and associates) had ordinary-course banking relationships in 2024; loans totaled $3,938,000 at year-end, equal to 0.9% of shareholders’ equity, on substantially the same terms as those available to non-related customers; no unfavorable features were noted .
- Section 16(a) filings: All timely in 2024 except one late sale report (Mr. Daniel) and one late gift report (Mr. Boer); no late filings disclosed for Archer .
Governance Assessment
- Positives:
- Independent director with audit and nominating/governance committee service; audit committee met 7 times, indicating active oversight cadence .
- Strong shareholder support in 2025 director election (17.17M For vs. 0.26M Against) .
- Clear director ownership guideline ($300,000 within five years) and structured deferral program aligning director pay with equity exposure; Archer’s fee election in 2024 was all cash, consistent with policy flexibility after guideline attainment (company provides discretion upon compliance) .
- No compensation committee interlocks requiring disclosure; no adverse related-party loan terms .
- Watch items / potential flags:
- Compliance status with the $300,000 ownership guideline is not explicitly disclosed; beneficial ownership is 11,000 shares with an additional 6,297 phantom stock units accrued by Aug 2025 (phantom units are not common shares and may have different settlement features) .
- Not designated as Audit Committee Financial Expert (committee chair Cok holds that designation); continued committee participation should be monitored for financial oversight depth .
Overall, Archer’s independent status, committee assignments, and consistent engagement support board effectiveness. Shareholder support levels and ordinary-course related-party lending practices reduce governance risk; lack of explicit ownership guideline compliance disclosure warrants monitoring against the $300,000 threshold .