Ronia Kruse
About Ronia F. Kruse
Ronia F. Kruse (age 54) has served on Independent Bank Corporation’s Board since October 2019. She is the founder and CEO of OpTech, LLC and OpTech Solutions, technology consulting firms focused on analytics, cyber security, application development, and connected vehicles; she previously was a senior tax consultant at a Big 4 accounting firm and is a certified public accountant. Her technology leadership and accounting background underpin her contributions to audit oversight; she is classified as an Independent Director under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big 4 CPA Firm | Senior Tax Consultant | Not disclosed (prior to 1999) | Accounting and tax expertise supports audit oversight |
| OpTech, LLC / OpTech Solutions | Founder & CEO | Founded in 1999; current | Technology leadership in analytics, cybersecurity, development, connected vehicles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OpTech, LLC | Founder & CEO | 1999–present | Private technology consulting; no IBCP-related transactions disclosed |
| OpTech Solutions | Founder & CEO | 1999–present | Private technology consulting; no IBCP-related transactions disclosed |
Board Governance
- Independence: Board determined Kruse is independent under NASDAQ Rule 5605(a)(2).
- Committee assignments: Audit Committee member (2024 and 2025); Audit met 7 times in 2024. Not on Compensation Committee or Nominating & Corporate Governance Committee.
- Attendance: Board held 7 meetings in 2024; all directors attended the 2024 annual meeting and each director attended at least 75% of aggregate board/committee meetings served.
- Leadership: CEO and Chair roles are split (Kessel as CEO; Gulis as Chair); Boer serves as Lead Independent Director; Board regularly meets in executive session without management and may meet solely with independent directors.
- Risk oversight: Audit oversees financial reporting, internal audit, controls; Compensation reviews incentive plan risk; Nominating/Governance oversees director qualifications and succession.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director retainer | $68,000 | Non-employee directors; no per-meeting fees |
| Chair retainers (Board / Audit / Comp / Nominating) | $36,500 / $10,400 / $6,250 / $6,250 | Paid to respective chairpersons only |
| Ownership policy | $300,000 stock within 5 years of becoming director | Until met, half of retainer paid in stock via Purchase Plan; thereafter director may choose cash or plan elections |
| Director Compensation (2024) – Ronia F. Kruse | Cash | Stock | Total |
|---|---|---|---|
| Fees earned or paid | $0 | $67,250 | $67,250 |
Policy mechanics: Directors may elect Current Stock Purchase (shares equal to fees), Deferred Cash Investment (fees plus quarterly appreciation not exceeding Independent Bank prime rate), or Deferred Stock Account (fees converted to stock units at 90% of FMV; credited with dividends/distributions). Distributions generally occur post-termination; lump sum or installments permitted.
Performance Compensation
No performance-based pay (no options or performance-conditioned equity) is disclosed for non-employee directors; compensation is retainer-based with optional deferral into stock units.
| Purchase Plan Feature | Term |
|---|---|
| Deferred Stock Account conversion rate | 90% of fair market value at deferral time |
| Deferred Cash account appreciation | ≤ Independent Bank prime rate, credited quarterly |
| Dividends/distributions on stock units | Credited to Deferred Stock Accounts |
| Distribution timing | Generally after termination as non-employee director |
| Election options | Current Stock Purchase, Deferred Cash Investment, Deferred Stock Account |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Kruse.
- Committee roles at other companies: Not disclosed.
- Interlocks/conflicts: Compensation Committee interlocks indicate no relationships requiring Item 407(e)(4) disclosure in 2024.
Expertise & Qualifications
- Credentials: CPA; senior tax consulting background; technology CEO.
- Board qualification: Serves on Audit Committee; audit committee met 7 times in 2024; report co-signed by Kruse evidences active participation.
- Focus areas: Technology risk, cybersecurity, analytics, and financial oversight.
Equity Ownership
| Ownership | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 1,000 —% | 1,000 —% |
| Including certain deferred shares (shares; % of outstanding) | 18,791; 0.09% | 21,937; 0.10% |
Notes:
- “Deferred shares” reflect elections under the Deferred Compensation and Stock Purchase Plan for Non-employee Directors; not counted as “beneficially owned” until issuance. As of Feb 21, 2025, 168,049 shares are held in trust for issuance to directors under the plan.
- Company share ownership guidelines require $300,000 market value within five years of first becoming a director; individual compliance status for Kruse not explicitly disclosed.
Governance Assessment
- Strengths: Independent status; audit committee membership with regular meetings; attendance threshold met and annual meeting attended; risk oversight framework robust; board structure separates CEO/Chair with Lead Independent Director; shareholder engagement channels disclosed.
- Alignment: Kruse elected to take director fees entirely in stock in 2024, increasing exposure to company equity; maintains deferred stock accounts under the Purchase Plan.
- Potential concerns:
- Low direct beneficial ownership (1,000 shares) versus higher deferred stock units; transparency on compliance with $300,000 ownership guideline for Kruse is not stated. This is a monitoring point for “skin in the game.”
- Related-party transactions: Board and executive officers had ordinary-course banking relationships; loans totaled $3.938 million at YE 2024 on market terms; no unfavorable features disclosed. No specific related-party dealings involving Kruse are reported.
- Section 16 compliance: No late filings noted for Kruse; two late filings in 2024 involved others (Daniel, Boer).
Overall: Kruse’s technology and accounting background aligns with audit oversight needs, and her choice to receive fees in stock supports alignment; the primary investor focus area is verifying her compliance with director ownership guidelines and ongoing audit committee effectiveness.