Michael Magee Jr.
About Michael M. Magee Jr.
Independent director of Independent Bank Corporation (IBCP); age 68; director since 2005. Former Chairperson of the Board (January 1, 2013 to April 23, 2024) and prior CEO (January 1, 2005 to December 31, 2012), EVP/COO (2004), and President & CEO of Independent Bank (1993–2004). Brings 44 years of experience in financial services and deep institutional knowledge of IBCP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Bank Corporation | Chairperson of the Board | Jan 1, 2013 – Apr 23, 2024 | Board leadership; oversight duties; chair retainer paid until 4/23/24 |
| Independent Bank Corporation | Chief Executive Officer | Jan 1, 2005 – Dec 31, 2012 | Led company post-2005; former CEO for 8 years |
| Independent Bank Corporation | EVP & Chief Operating Officer | 2004 | Senior operating leadership |
| Independent Bank (bank subsidiary) | President & Chief Executive Officer | 1993 – 2004 | Bank leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Magee in the latest proxy |
Board Governance
- Independence: Board determined Mr. Magee is an Independent Director under NASDAQ rules .
- Committee assignments: Audit (Cok/Chair, Archer, Kruse), Compensation (Budden/Chair, Keller, Gulis), Nominating & Corporate Governance (Boer/Chair, Beia, Archer, Budden). Mr. Magee is not listed on these committees .
- Attendance: All directors attended the 2024 annual meeting; Board met 7 times in 2024; each director attended ≥75% of aggregate Board and committee meetings .
- Leadership structure: CEO (William B. Kessel) and Chairperson roles separated; current Chairperson is Stephen L. Gulis; Lead Independent Director is William J. Boer. Board regularly meets in executive session without management .
- Risk oversight: Full Board oversees risk; receives reports from Chief Risk Officer; committees oversee audit and compensation-related risks .
- Insider trading policy: Directors prohibited from pledging company stock or engaging in hedging transactions .
- Section 16 compliance: No delinquent filings noted for Mr. Magee; late filings only for Mr. Daniel and Mr. Boer in 2024 .
- Say-on-Pay signal: 2024 advisory vote approval ~96.1%, indicating strong shareholder support for compensation practices .
Fixed Compensation
- Structure for non-employee directors (2024):
- Annual retainer: $68,000
- Additional retainers: Board Chair $36,500; Audit Chair $10,400; Compensation Chair $6,250; Nominating & Corporate Governance Chair $6,250
- Mix: Half cash and half stock until director meets stock ownership guideline; after meeting guideline, director may elect cash or stock. Ownership guideline: $300,000 market value within five years of joining the Board .
| 2024 Director Fees (Magee) | Cash | Stock | Total |
|---|---|---|---|
| Fees earned | $79,042 | $0 | $79,042 |
| Notes | Includes additional fee for service as Board Chair up to April 23, 2024 | — | — |
Performance Compensation
- Directors do not receive performance-based compensation; no director options outstanding are disclosed for directors. However, for governance context, the Board oversees executive incentive plans with the following metrics and weights.
| 2025 Management Incentive Plan Metrics | Threshold | Target | Maximum | 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% |
| 2024 Performance Outcomes (Company-wide) | EPS | Efficiency Ratio | NPA/Assets | Deposit Growth |
|---|---|---|---|---|
| Actual performance | $3.16 | 60.83% | 0.13% | 6.33% |
| Performance factor | 1.34 | — | 1.85 | 1.27 |
| Weight | 40% | 12% | 12% | 16% |
| Payout ratio | 0.54 | 0.00 | 0.22 | 0.20 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No current public company boards disclosed for Mr. Magee |
Expertise & Qualifications
- Financial services executive with 44 years’ experience; former CEO and Chair; deep knowledge of IBCP’s operations, credit, and governance .
- Board-determined Independent Director under NASDAQ standards .
- Prior executive leadership at the bank subsidiary (Independent Bank) enhances oversight of banking operations and risk .
Equity Ownership
| Beneficial Ownership | Shares | % Outstanding | Source |
|---|---|---|---|
| Direct/indirect beneficial ownership | 28,012 | 0.13% | Proxy ownership table |
| Deferred shares included column | 28,012 | 0.13% | As presented including certain deferred shares |
| Stock ownership guideline | $300,000 market value within 5 years | — | Corporate Governance Principles |
| Pledging/Hedging | Prohibited for directors under insider trading policy | — | Insider Trading Policy |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2025-04-29 | 2025-04-29 | Sale | 6,119 | $31.00 | 8,381 | https://www.sec.gov/Archives/edgar/data/39311/000003931125000062/0000039311-25-000062-index.htm |
| 2025-04-29 | 2025-04-29 | Sale | 246 | $31.01 | 14,500 | https://www.sec.gov/Archives/edgar/data/39311/000003931125000062/0000039311-25-000062-index.htm |
| 2025-04-29 | 2025-04-29 | Sale | 39 | $31.02 | 14,746 | https://www.sec.gov/Archives/edgar/data/39311/000003931125000062/0000039311-25-000062-index.htm |
Note: Three same-day sales reported; each row’s post-transaction holdings reflect the amount reported for that specific transaction filing on the SEC link above.
Governance Assessment
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Strengths
- Independent status; no family relationships; strong attendance and engagement .
- Leadership separation and regular executive sessions bolster independent oversight; Lead Independent Director in place .
- Clear prohibition on pledging/hedging enhances alignment with long-term shareholders .
- Strong say-on-pay support (96.1% in 2024) indicates investor confidence in compensation governance .
-
Watch items and potential conflicts
- Former CEO and long-tenured insider now serving as independent director; while Board deems him independent, prior executive role can present perception risks around management influence (mitigated by role separation and independent committees) .
- 2025 insider sales reduced reported holdings in at least one transaction record to 8,381 shares; monitor ongoing trading and ownership trends for alignment signals (see Form 4 table above; SEC links provided).
-
Related-party exposure
- Company disclosed ordinary-course banking transactions with directors/officers totaling $3.94 million at 12/31/2024 (0.9% of shareholders’ equity), on market terms and without unfavorable features; no individual director attribution provided .
-
Compensation alignment for directors
- Policy requires $300,000 stock ownership within five years; after meeting guideline, directors may elect cash payment. Mr. Magee’s 2024 fees were paid in cash; under policy, cash-only elections are permitted after guideline attainment .
Overall, Mr. Magee provides deep institutional expertise with formally recognized independence and solid attendance; governance structure (committee independence, executive sessions) mitigates potential influence risks from his prior executive tenure. Continued monitoring of insider trading, ownership levels, and committee participation will inform alignment and board effectiveness signals .