Gavin Mohr
About Gavin Mohr
Executive Vice President, Chief Financial Officer and Corporate Secretary of Independent Bank Corporation (IBCP) since 2020; previously SVP & CFO of STAR Financial Corporation, with 18 years of financial management experience . Education and age not disclosed in IBCP’s proxy materials. Under Mohr’s tenure, IBCP delivered net income of $66.8M and EPS of $3.16 in 2024, with cumulative TSR at 188.95 vs. peer group 146.80 at year-end 2024 . The compensation program ties annual incentives to EPS, efficiency ratio, asset quality, and deposit growth, and long-term equity to relative TSR and ROAA; say‑on‑pay received ~96.1% approval in 2024, indicating shareholder support for pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Corporation | EVP & CFO; Corporate Secretary | 2020–present | Leads capital and margin management; guided outlook showing limited margin sensitivity to 25–50 bp Fed cuts and disciplined buybacks based on earn-back modeling |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAR Financial Corporation | SVP & Chief Financial Officer | Pre‑2020 | Brought seasoned bank CFO experience (18 years) to IBCP, informing capital, funding, and performance discipline |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $288,400 | $302,000 | $323,140 |
| Target Bonus % of Salary | 40% (other NEOs) | 40% (other NEOs) | 40% (other NEOs) |
| Target Bonus $ | — | $120,800 | $129,256 |
| Actual Bonus Paid (MICP) | $157,614 | $70,147 | $161,212 |
| Stock Awards (Grant-date fair value) | $121,655 | $124,500 | $127,622 |
| All Other Compensation | $34,263 | $45,983 | $46,730 |
| Total Compensation | $601,932 | $542,630 | $658,704 |
Performance Compensation
Annual Management Incentive Compensation Plan (MICP) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Performance Factor | Payout Ratio |
|---|---|---|---|---|---|---|---|
| Diluted EPS (after incentive expense) | 40% | $2.74 | $2.99 | $3.49 | $3.16 | 1.34 | 0.54 |
| Efficiency Ratio | 12% | 60.00% | 59.00% | 56.00% | 60.83% | — | 0.00 |
| Non‑Performing Assets / Total Assets | 12% | 0.50% | 0.30% | 0.10% | 0.13% | 1.85 | 0.22 |
| Deposit Balance Growth (ex brokered) | 16% | 2.50% | 5.00% | 10.00% | 6.33% | 1.27 | 0.20 |
| Individual Objectives | 20% | — | — | — | Achieved (company‑wide basis) | — | — |
• 2024 plan gate: no bonuses payable unless EPS ≥ $2.61 .
• 2025 plan repeats weights and metrics; gate EPS ≥ $2.67; target EPS $3.15 .
Long‑Term Incentive Plan (LTIP) – Grants, Vesting, and Performance
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSUs Granted (shares) | 2,517 | 2,517 | 1,930 |
| PSUs Granted (target shares) | 2,517 | 2,517 | 1,930 |
| Grant‑date Market Price | $22.91 | $23.99 | $36.15 |
| RSU Vesting | Cliff vest after 3 years | Cliff vest after 3 years | Cliff vest after 3 years |
| PSU Performance Period | 3 years | 3 years | 3 years |
| PSU Metrics & Payout | Equal weight to relative TSR and ROAA vs peer group; 0–200% earnout (percentile grid) | Equal weight to relative TSR and ROAA vs peer group; 0–200% earnout (percentile grid) | Equal weight to relative TSR and ROAA vs peer group; 0–200% earnout (percentile grid) |
• Company has not granted options since 2013 (except TCSB conversion); none outstanding for NEOs .
• 2024 vesting activity: 2,865 RSUs vested ($74,032) and 2,937 PSUs earned/vested ($75,892) for Mohr .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 190,577 shares; 0.90% of outstanding as of 2/21/2025 (shares outstanding 21,140,812) |
| Co‑Trustee Deferred Director Shares | Includes 168,049 shares held in trust for directors; Mohr deemed beneficial owner due to co‑trustee status but has no pecuniary interest |
| Unvested RSUs (by grant) | 2,190 (1/25/22; $76,278) ; 2,517 (2/06/23; $87,667) ; 2,517 (2/06/24; $87,667) |
| Unearned PSUs (by grant, target) | 2,190 (1/25/22; $76,278) ; 2,517 (2/06/23; $87,667) ; 2,517 (2/06/24; $87,667) |
| Stock Ownership Guidelines | Exec VPs must hold ≥2x base salary; counts unvested RSUs and vested in‑the‑money options; PSUs do not count; 5‑year ratable compliance period |
| Pledging/Hedging | Prohibited for executives/directors per Insider Trading Policy |
| Deferred Compensation | No contributions or balance reported for Mohr in 2024 (dashes in plan table) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | None; executive base salaries set annually; no separate employment contracts |
| Continuity/Severance | Self‑renewing 3‑year “Management Continuity Agreement”; benefits payable for termination or constructive termination in connection with a change in control (double‑trigger), excluding for cause, death, disability, or resignation without “good reason” |
| Severance Benefits | Lump sum cash equal to ~18 months to 3 years of salary+bonus; continuation of benefits 18–36 months; capped at $1 below 3× IRC §280G “base amount” |
| Estimated Payout (if terminated at 12/31) | $1,414,077 (2023) vs. $1,477,955 (2024) |
| §280G Limit Reference | $1,260,925 (2023) vs. $1,339,496 (2024) |
| Clawback Policy | Company must recoup incentive comp upon financial restatement; policy in place |
| Perquisites | Medical, group life, AD&D, 401(k), ESOP contributions; use of company vehicles; reimbursement of certain club dues |
| Section 16 Compliance | One late report in 2023 for withholding of shares upon vesting (Mohr) |
Performance & Track Record (Mohr’s tenure era context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($M) | $56.2 | $62.9 | $63.4 | $59.1 | $66.8 |
| Diluted EPS ($) | $2.53 | $2.88 | $2.97 | $2.79 | $3.16 |
| ROAA (%) | 1.43 | 1.41 | 1.31 | 1.15 | 1.27 |
| ROAE (%) | 15.68 | 16.13 | 18.41 | 16.04 | 15.70 |
| Efficiency Ratio (%) | 59.24 | 62.87 | 59.71 | 60.76 | 60.80 |
| Cumulative TSR (Value of $100) | 85.72 | 115.03 | 119.91 | 136.67 | 188.95 |
| Peer Group Cumulative TSR | 87.20 | 119.74 | 99.06 | 109.02 | 146.80 |
• Asset quality remained strong; NPAs/Assets 0.13% in 2024 .
• Capital and margin commentary: CFO indicated margin sensitivity of only ~1–2 bps to 25–50 bp Fed cuts; cost of funds plateau; buybacks modeled with earn‑back discipline .
Compensation Structure Notes
- Peer benchmarking: Meridian Compensation Partners reviewed competitiveness vs 21 regional bank peers; committee found program competitive and made no material changes for 2025 .
- Year-over-year mix: For Mohr, 2024 salary (+7%), bonus (+>2x vs 2023), and stock awards (~flat) indicate higher realized cash incentives with continued equity-linked LTIP exposure .
- Evolving metrics: 2025 MICP retains 2024 metrics/weights (EPS, efficiency, asset quality, deposit growth) and lifts EPS gate to $2.67, sustaining tight linkage of annual pay to profitability and risk quality .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~96.1% approval at the 2024 annual meeting; board viewed results as supportive; no material changes made .
- 2025 advisory vote proposed with similar framing; continued emphasis on EPS, efficiency, asset quality, and deposits in incentive design .
Investment Implications
- Alignment: Strong pay-for-performance design (EPS gate; efficiency/asset quality/deposit growth weightings) and LTIP tied to relative TSR and ROAA promote shareholder value creation while balancing risk .
- Retention risk: Moderate; 3-year cliff vesting for RSUs and 3-year PSU performance periods create deferred value; change-in-control protection is double-trigger and capped by §280G, limiting windfalls .
- Insider selling pressure: No stock options outstanding and anti-pledging/hedging policy reduce mechanical selling pressure signals; 2024 vesting occurred without options exercises .
- Trading signals: CFO commentary suggests limited incremental buybacks at current price ranges due to earn-back constraints, and margin resilience to moderate rate cuts—favoring steady EPS delivery over aggressive capital return near-term .