Joan Budden
About Joan A. Budden
Joan A. Budden (age 63) has served as an independent director of Independent Bank Corporation since July 2015. She is President of a boutique consulting company, and previously was President & CEO of Priority Health (2016–2021), leading a major acquisition, expansion of market share/geographic footprint, and profitable growth; earlier she served as Chief Marketing Officer (2009–2015) and has over 25 years of executive leadership in health insurance spanning business development, technology change management, consumer experience, governance, and strategy . The Board has affirmatively determined she is independent under Nasdaq rules, and she attended at least 75% of Board/committee meetings in 2024 and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Priority Health | President & CEO | 2016–2021 | Led large acquisition; market expansion; profitable growth |
| Priority Health | Chief Marketing Officer | 2009–2015 | Strategic positioning; profitable growth across DTC, government, B2B |
| Boutique Consulting Company | President | Current | Strategic planning, leadership development, culture change, marketing |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| UFP Industries, Inc. (Nasdaq: UFPI) | Director | Public company | Current directorship |
| Presbyterian Health Plan | Director | Private/Non-profit | Current board role |
| Together Women’s Health | Director | Private healthcare | Current board role |
| The Children’s Healing Center | Director | Non-profit | Current board role |
Board Governance
- Independence: The Board determined Budden qualifies as an Independent Director under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: Board met seven times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual shareholders’ meeting .
- Lead Independent Director: William J. Boer serves as Lead Independent Director when the Board meets without the Chair or CEO; Board regularly holds executive sessions without management .
- Say-on-Pay: 2024 advisory approval was ~96.1% for executive compensation (supportive of pay program) .
- Compensation governance: Committee engaged Meridian Compensation Partners in 2024 for executive compensation benchmarking and program review; no material changes recommended for 2025 . Compensation Committee Report signed by Budden, Keller, and Gulis .
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual director retainer (non-employee) | $68,000 | Standard cash/equity mix per guidelines until ownership achieved |
| Committee Chair fee – Compensation | $6,250 | Additional retainer for chair duties |
| Joan A. Budden – 2024 fees (actual) | $73,438 | Paid in cash; includes compensation chair retainer |
| Stock ownership guideline (directors) | $300,000 | Required market value within five years of board entry |
Under governance principles, half of the combined retainer is paid in shares via the Deferred Compensation and Stock Purchase Plan until a director meets the $300,000 ownership guideline; after meeting the guideline, directors may elect cash or plan alternatives .
Performance Compensation (Committee Oversight Metrics)
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Weight | 2024 Performance | Performance Factor | Payout Ratio |
|---|---|---|---|---|---|---|---|
| Earnings Per Share (EPS) | $2.74 | $2.99 | $3.49 | 40% | $3.16 | 1.34 | 0.54 |
| Efficiency Ratio | 60.00% | 59.00% | 56.00% | 12% | 60.83% | — | 0.00 |
| Non-Performing Assets/Total Assets | 0.50% | 0.30% | 0.10% | 12% | 0.13% | 1.85 | 0.22 |
| Deposit Balance Growth (excl. brokered) | 2.50% | 5.00% | 10.00% | 16% | 6.33% | 1.27 | 0.20 |
| 2025 Approved Metrics | Threshold (50%) | Target (100%) | Maximum (200%) | Weight |
|---|---|---|---|---|
| Earnings Per Share (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 (excl. brokered) | 2.5% | 5.0% | 10.0% | 16% |
Bonus guardrails: No bonuses payable unless EPS meets/exceeds plan minimum ($2.61 for 2024; $2.67 for 2025) . Pay vs. Performance disclosures show CAP (compensation actually paid) with TSR/peer TSR, net income, EPS linkages, reinforcing performance orientation .
Other Directorships & Interlocks
| Entity | Relationship to IBCP | Potential Interlock/Conflict |
|---|---|---|
| UFP Industries (UFPI) | Unrelated; manufacturing | No related-party disclosure; standard oversight remains |
| Presbyterian Health Plan | Healthcare payer | No related-party disclosure |
| Together Women’s Health | Healthcare services | No related-party disclosure |
| Children’s Healing Center | Non-profit | No related-party disclosure |
Related-party lending: Director/officer/family loans totaled $3.938 million at 12/31/2024 (0.9% of equity), all ordinary course on market terms without unfavorable features .
Expertise & Qualifications
- Health insurance leadership (CEO/CMO), strategic planning, marketing, technology change management, consumer experience, governance, and strategy development .
- Committee experience: Compensation Chair; Nominating & Corporate Governance member .
- Public board exposure (UFPI) and multiple healthcare/non-profit boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Including Deferred Shares | % Including Deferred |
|---|---|---|---|---|
| Joan A. Budden | 7,037 | 0.03% | 41,231 | 0.20% |
- Director stock ownership guideline: $300,000 market value within five years of joining the Board .
- Insider policy: Directors are prohibited from pledging IBCP securities or engaging in hedging transactions; Section 16 compliance was timely in 2024 for Budden (late filings pertained to other directors) .
Governance Assessment
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Strengths
- Independent status; significant committee leadership (Compensation Chair) and engagement/attendance; regular executive sessions and robust risk oversight structure with separate Chair and CEO roles .
- High say‑on‑pay support (96.1%) and use of independent compensation consultant (Meridian) indicate shareholder-aligned pay practices and disciplined benchmarking .
- Clear, quantifiable performance metrics for executive incentives (EPS, efficiency, asset quality, deposit growth) with minimum EPS gates; clawback policy; ban on pledging/hedging enhances alignment .
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Monitoring Points
- Director compensation was received fully in cash in 2024; under governance principles, stock receipt is required until the ownership guideline is met—status is not explicitly disclosed per director in the proxy .
- Related-party loans to directors/executives exist but are disclosed as ordinary course on market terms; continued monitoring for any changes in scale/terms is prudent .
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RED FLAGS
- None disclosed regarding legal proceedings, SEC investigations, pledging/hedging, tax gross-ups, option repricing, or related-party arrangements beyond ordinary-course lending .