Joel Rahn
About Joel Rahn
Joel F. Rahn is Executive Vice President – Commercial Lending at Independent Bank Corporation (IBCP). He joined IBCP in April 2018 and was appointed EVP/Chief Lending Officer in 2020, bringing 32 years of commercial banking experience with 15 years in senior leadership at that time . During his tenure, company performance has been solid: 2024 EPS was $3.16 and net income was $66.79 million, with cumulative TSR value of $188.95 versus peer group $146.80 (value of a fixed $100 investment) . Rahn has led talent-driven expansion initiatives and hiring that supported loan growth and market share development .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Corporation | Senior Vice President, Commercial Banking (West Michigan) | 2018–2020 | Built commercial pipeline and positioned for new loan production offices; LPOs contributed roughly $30 million of production in Q3 2021 |
| Independent Bank Corporation | EVP/Chief Lending Officer; EVP – Commercial Lending | 2020–Present | Led talent-led expansion; 8 of 10 new revenue producers tied to LPO buildout; continued senior hires in Southeast Michigan in 2025 to capitalize on market dislocation |
External Roles
No external public-company directorships or committee roles for Rahn were disclosed in the reviewed company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $278,500 | $290,000 | $307,400 |
| All Other Compensation ($) | $35,361 | $30,503 | $36,849 |
| Total Compensation ($) | $590,757 | $513,329 | $629,175 |
| Annual Incentive Target Bonus % | 2024 | 2025 |
|---|---|---|
| Target Bonus as % of Base Salary | 40% (NEOs other than CEO) | 40% (NEOs other than CEO) |
Performance Compensation
| Metric (2024 Plan) | Weight | Threshold | Target | Maximum | Actual Performance | Performance Factor | Payout Ratio |
|---|---|---|---|---|---|---|---|
| Earnings Per Share (EPS) | 40% | $2.74 | $2.99 | $3.49 | $3.16 | 1.34 | 0.54 |
| Efficiency Ratio | 12% | 60.00% | 59.00% | 56.00% | 60.83% | — | 0.00 |
| Non-Performing Assets / Total Assets | 12% | 0.50% | 0.30% | 0.10% | 0.13% | 1.85 | 0.22 |
| Deposit Balance Growth (ex. brokered) | 16% | 2.50% | 5.00% | 10.00% | 6.33% | 1.27 | 0.20 |
| Non-Equity Incentive Paid to Rahn | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Incentive ($) | $160,523 | $72,580 | $162,375 |
Equity LTI design: Restricted Stock Units (RSUs) are 3-year cliff vest; Performance Share Units (PSUs) have a 3-year performance period with earnout based equally on relative TSR and ROAA vs peer group (0–200% of target, guidelines table provided) . 2024 awards were valued at 40% of 2023 base salary for NEOs; 2025 awards set at 40% of 2024 base salary for NEOs (CEO at higher percentages), with grant-date market prices of $23.99 (2024) and $36.15 (2025) .
Equity Ownership & Alignment
| Beneficial Ownership (Feb 21, 2025) | Shares | % Outstanding |
|---|---|---|
| Joel F. Rahn | 26,499 | 0.13% |
| Outstanding Unvested/Unearned Awards (as of Dec 31, 2024) | Grant Date | Unvested RS (shares) | Market Value ($) | Unearned PSUs (target shares) | Payout Value Basis |
|---|---|---|---|---|---|
| Restricted Stock | 01/25/22 | 2,095 | $72,969 (at $34.83 close) | — | — |
| Performance Units | 01/25/22 | — | — | 2,095 | $72,969 (target-based; payout at performance end) |
| Restricted Stock | 02/06/23 | 2,431 | $84,672 (at $34.83 close) | — | — |
| Performance Units | 02/06/23 | — | — | 2,431 | $84,672 (target-based; payout at performance end) |
| Restricted Stock | 02/06/24 | 2,417 | $84,184 (at $34.83 close) | — | — |
| Performance Units | 02/06/24 | — | — | 2,417 | $84,184 (target-based; payout at performance end) |
| 2024–2025 LTIP Grants to Rahn | Grant Year | RSUs (shares) | PSUs (target shares) | Grant-Date Price |
|---|---|---|---|---|
| 2024 | 2,417 | 2,417 | $23.99 | |
| 2025 | 1,819 | 1,819 | $36.15 |
- Stock ownership guidelines require EVPs to hold company stock equal to 2x base salary; unvested RS/RSUs and vested in-the-money options count, but PSUs do not; compliance ramps ratably over 5 years and restricts further sales below guideline once achieved .
- Insider trading policy prohibits pledging IBCP stock as collateral and hedging transactions by executives and directors (alignment positive) .
- No stock options are outstanding for NEOs as of year-end 2024; the company has not granted options since 2013 (reduces repricing risk) .
- Attempt to fetch SEC Form 4 transactions for Rahn (to assess selling pressure) was unsuccessful due to an external API authorization error; analysis herein relies on proxy vesting/award disclosures [public insider-trades skill; attempted run on 2025-11-19].
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | None; base salaries for executives (other than CEO) are set by CEO with Committee input |
| Management Continuity Agreement | Double-trigger severance if a change-in-control occurs and employment is terminated or constructively terminated (good reason), with self-renewing 3-year terms; benefits limited to $1 less than 3x “base amount” per IRC 280G |
| Severance Multiple | Lump sum equal to 18–36 months’ salary+bonus; 18–36 months continuation of benefits |
| Clawback | Company must recoup certain incentive compensation in event of a financial statement restatement |
| Hedging/Pledging | Prohibited by policy for executives/directors |
| Nonqualified Deferred Compensation (2024) | No executive or registrant contributions reported for Rahn; no aggregate balance disclosed |
| Change-in-Control Economics (if terminated on Dec 31, 2024) | Estimated Amount ($) | 280G Limitation ($) |
|---|---|---|
| Joel F. Rahn | $1,425,285 | $1,452,914 |
Performance & Track Record
| Company Performance (Context) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $63,351,000 | $59,067,000 | $66,790,000 |
| EPS ($) | $2.97 | $2.79 | $3.16 |
| Cumulative TSR (Value of $100) | 119.91 | 136.67 | 188.95 |
| Peer Group Cumulative TSR (Value of $100) | 99.06 | 109.02 | 146.80 |
- Loan production office strategy under Rahn delivered immediate lift, with roughly $30 million contribution to production in Q3 2021; 8 of 10 new revenue producers tied to LPO buildout .
- Continued senior commercial banker hiring in Southeast Michigan in 2025; leveraging industry consolidation to attract talent and relationships .
Compensation Structure Analysis
- Mix emphasizes pay-for-performance: annual incentive weighted to EPS (40%), asset quality and efficiency (24% combined), and deposits (16%), with clear threshold/target/max constructs and payouts; Rahn’s 2024 incentive was $162,375 on $307,400 base (52.8% of base) reflecting strong EPS/deposits versus efficiency miss .
- Long-term equity shifted to RS/PSUs; no options outstanding, reducing repricing risk; RS cliff vest and PSUs are earned based on 3-year relative TSR and ROAA (alignment with shareholder value and returns) .
- Ownership discipline: EVP 2x salary guideline, sales restricted below guideline levels, and anti-hedging/anti-pledging policies (alignment positive) .
- External benchmarking: Meridian Compensation Partners reviewed programs vs a 21-bank peer group; shareholder say-on-pay support was 96.1% in 2024 (program credibility) .
SAY-ON-PAY & Shareholder Feedback
- 2024 say-on-pay approval: approximately 96.1% for, 3.6% against, 0.3% abstain; Committee made no material changes based on supportive results .
Investment Implications
- Alignment and retention: Double-trigger CoC severance and substantial estimated payout ($1.43 million) mitigate transition risk while anti-pledging/hedging policies and ownership guidelines strengthen alignment; RS/PSU structures defer value realization, moderating near-term selling pressure absent Form 4 evidence .
- Performance leverage: Annual bonus metrics directly tie comp to EPS, deposit growth, and asset quality; 2024 results show balanced execution with EPS/deposits outperformance offset by efficiency, supporting disciplined growth in a competitive funding environment .
- Equity signals: Fewer 2025 shares granted reflect higher stock price (value constant at ~40% of base), maintaining long-term incentive intensity while reducing dilution; absence of options reduces headline risk from repricings .
- Strategic execution: Documented contributions from LPO strategy and ongoing senior hiring in key markets highlight Rahn’s role in value creation via talent acquisition and loan growth, a positive indicator for future production and relationship capture .