Michael Cok
About Michael J. Cok
Independent director of Independent Bank Corporation (IBCP), age 63, serving on the board since June 2017. Former Interim President of Farmers Personal & Commercial lines and President of Foremost Insurance Company (Farmers Group/Zurich Insurance), responsible for over $24B in annual insurance premiums; certified public accountant. Currently serves as Audit Committee Chair and the Board-designated Audit Committee Financial Expert; classified as independent under NASDAQ rules. All directors attended the 2024 annual meeting, and each attended at least 75% of Board and committee meetings (Board met 7 times).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmers Group, Inc. (Zurich Insurance Group) | Interim President, Farmers Personal & Commercial lines | Until Nov 30, 2023 | Led operations overseeing >$24B annual premiums |
| Foremost Insurance Company (Farmers Group subsidiary) | President | Until Nov 30, 2023 | Executive leadership of specialty personal lines; CPA credential supports financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ardellis Insurance Company | Director | Not disclosed | Current directorship per proxy |
| Various charitable and civic organizations | Board/Advisor | Not disclosed | Active community involvement |
Board Governance
- Committee assignments (2024): Audit Committee Chair; members Archer and Kruse; Audit Committee met 7 times. Cok is designated the Audit Committee Financial Expert under SEC rules.
- Independence status: Determined independent by the Board under NASDAQ rules.
- Attendance and engagement: All directors attended the 2024 annual shareholders meeting; each director attended at least 75% of Board and committee meetings (Board met 7 times).
- Leadership structure: CEO (Kessel) and Chair separated; Lead Independent Director role held by Boer; Board regularly meets in executive session without management.
- Majority voting standard for director elections; resignation policy if more “against” than “for”.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (non-employee) | $68,000 | 2024; no meeting fees beyond retainers |
| Chair of Board additional retainer | $36,500 | 2024 |
| Audit Committee Chair additional retainer | $10,400 | 2024; Cok served as Chair beginning Apr 23, 2024 |
| Compensation Committee Chair additional retainer | $6,250 | 2024 |
| Nominating & Corporate Governance Chair additional retainer | $6,250 | 2024 |
| Stock/cash mix policy | 50% cash / 50% stock until ownership guideline achieved | Under Deferred Compensation and Stock Purchase Plan |
| Director ownership guideline | $300,000 market value within 5 years | Applies to all directors |
Director-specific (2024):
- Fees Earned: Cash $37,092; Stock $37,092; Total $74,184; includes incremental Audit Chair retainer from Apr 23, 2024.
Performance Compensation
- No director performance-based bonus, options, or PSU programs disclosed; director pay is retainer-based with optional deferral/stock election under the Purchase Plan.
Other Directorships & Interlocks
| Company | Market | Role | Potential Interlock |
|---|---|---|---|
| Ardellis Insurance Company | Private | Director | No IBCP-related transaction interlock disclosed in proxy |
No related-party transactions involving Cok were disclosed; aggregate management/director banking loans were on market terms and immaterial vs equity (0.9% of shareholder equity).
Expertise & Qualifications
- CPA credential; prior Big Four tax consulting experience referenced in Board bios for other directors, with Cok specifically identified as a CPA.
- Audit Committee Financial Expert designation (SEC definition) and Audit Chair role signal deep financial oversight competence.
- Large-scale P&C insurance leadership (> $24B premiums), operational risk and financial management experience.
Equity Ownership
| Measure | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (direct/indirect) | — | —% | As of Feb 21, 2025 |
| Ownership including deferred director shares | 25,152 | 0.12% | Deferred under Non-Employee Director Purchase Plan; not voting until issuance |
| Plan trust shares outstanding for directors (aggregate) | 168,049 | — | Held in trust for deferred director stock; not “beneficially owned” until issued |
| Hedging/pledging policy | Prohibited for directors | Insider trading policy forbids pledging/hedging |
Stock ownership guideline and compliance:
- Directors must reach $300,000 market value within five years; the proxy does not disclose individual compliance status.
Governance Assessment
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Strengths
- Independence affirmed; no family relationships with executives; Board structure includes separate Chair/CEO and executive sessions.
- Audit Committee Chair and SEC-defined Financial Expert—elevated oversight of financial reporting, controls, and auditor independence.
- Attendance acceptable; all directors at annual meeting; ≥75% attendance on Board/committees; Board met 7 times.
- Ownership alignment mechanisms: 50/50 cash-stock pay until guideline reached; deferred stock plan; anti-hedging/anti-pledging policy.
- Shareholder support on compensation: Say-on-pay approval ~96.1% in 2024, indicating investor confidence in governance/comp policies.
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Risks/Watch items
- Director ownership guideline compliance status for Cok not disclosed; monitor progress toward $300,000 threshold.
- No explicit disclosure of individual meeting attendance above 75%—continued monitoring of engagement recommended.
- Insurance industry ties are historical and current (Ardellis), but no related-party transactions or conflicts disclosed; maintain ongoing conflict screening.
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Red Flags
- None disclosed: No Section 16 delinquency noted for Cok; no repricings, tax gross-ups, or related-party transactions involving Cok.
Overall signal: An independent, financially sophisticated director with audit leadership and CPA credentials; compensation structure and policies reinforce alignment and risk control; no disclosed conflicts or governance anomalies.