Stefanie Kimball
About Stefanie Kimball
Stefanie M. Kimball serves as Executive Vice President and Chief Risk Officer (CRO) of Independent Bank Corporation (IBCP) and has held the CRO role since July 2012. She oversees enterprise risk across credit, interest rate, capital, regulatory, liquidity, cybersecurity/IT, and contingency planning, reporting regularly to the Board on material risk exposures . Recent company performance metrics relevant to incentive alignment include EPS of $3.16 and net income of $66.79 million for 2024, with cumulative TSR at 188.95 versus peer TSR at 146.80 as shown in the pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Corporation | Executive Vice President – Chief Risk Officer | Jul 2012–present | Oversees enterprise risk (credit, interest rate, capital, regulatory, liquidity, cybersecurity/IT), provides risk reports to Board each meeting |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $290,700 | $301,000 | $310,030 |
| All Other Compensation (USD) | $35,361 | $36,630 | $39,044 |
Notes:
- None of IBCP’s executive officers (including Ms. Kimball) has a separate employment agreement; base salaries are set annually with Compensation Committee oversight and CEO input for non-CEO NEOs .
Performance Compensation
Annual Cash Incentive (Management Incentive Compensation Plan – MIP)
Target bonus for non-CEO NEOs (including Ms. Kimball) is 40% of base salary; 20% is based on individual objectives and 80% on company objectives. No bonuses are payable unless the EPS threshold is met (EPS threshold $2.61 in 2024; $2.67 in 2025) .
| Metric | Threshold | Target | Maximum | 2024 Performance | Performance Factor | Weight | Payout Ratio |
|---|---|---|---|---|---|---|---|
| Earnings Per Share (EPS) | $2.74 | $2.99 | $3.49 | $3.16 | 1.34 | 40% | 0.54 |
| Efficiency Ratio | 60.00% | 59.00% | 56.00% | 60.83% | — | 12% | 0.00 |
| Non-Performing Assets / Total Assets | 0.50% | 0.30% | 0.10% | 0.13% | 1.85 | 12% | 0.22 |
| Deposit Balance Growth (ex-brokered) | 2.50% | 5.00% | 10.00% | 6.33% | 1.27 | 16% | 0.20 |
Annual bonus outcomes for Ms. Kimball:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation (USD) | $167,694 | $90,142 | $165,625 |
Equity Incentives – Grants and Structure
Equity awards under the LTIP include restricted stock (RS) and performance share units (PSUs). RS cliff-vest in 3 years; PSUs vest based on a 3-year performance period tied equally to relative TSR and ROAA versus a defined peer group of U.S. banks with $1–10B assets (S&P Global list), with earnout from 0–200% of target .
Grants of Plan-Based Awards (Ms. Kimball):
| Year | Grant Date | RS Units (#) | RS Grant-Date FV (USD) | PSU Target (#) | PSU Grant-Date FV (USD) | Vesting Terms |
|---|---|---|---|---|---|---|
| 2024 | 02/06/2024 | 2,509 | $60,191 | 2,509 | $67,025 | RS: 3-year cliff; PSUs: 3-year TSR/ROAA, 0–200% earnout |
| 2025 | 01/2025 (Board-approved) | 1,766 | — | 1,766 | — | RS: 3-year cliff; PSUs: 3-year TSR/ROAA; market price at grant $36.15 |
PSU earnout schedules:
- 2024/2025 awards (equal-weight TSR and ROAA percentile vs peer): 0%, 25%, 50%, 75%, 100% per metric, summed for total earnout percentage (0–200%) .
- Prior-year formulation examples (2022/2023): earnout scaled from 0% to 200% relative to peer indices/percentiles .
Equity Vesting and Realization
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Options Exercised (Shares, Value) | —, $— | —, $— | —, $— |
| Restricted Stock – Shares Vested | 2,148 | 2,386 | 2,804 |
| Restricted Stock – Value Realized (USD) | $43,239 | $55,665 | $72,455 |
| Performance Shares – Shares Earned/Vested | 2,202 | 2,377 | 2,874 |
| Performance Shares – Value Realized (USD) | $44,326 | $55,455 | $74,264 |
Outstanding Equity Awards at FY-End (Unvested RS, 12/31/2024):
| Grant Date | Unvested RS (#) | Market Value (USD) | Pricing Basis |
|---|---|---|---|
| 01/25/2022 | 2,208 | $76,905 | Close $34.83 |
| 02/06/2023 | 2,537 | $88,364 | Close $34.83 |
| 02/06/2024 | 2,509 | $87,388 | Close $34.83 |
Equity Ownership & Alignment
- Beneficial ownership: 70,476 shares (0.33%) as of Feb 21, 2025; previously 68,385 shares (0.32%) as of Feb 24, 2023 .
- Stock ownership guidelines: EVPs must own ≥2× base salary in company stock; unvested RS and vested in-the-money options count; performance units do not; once in compliance, sales prohibited if holdings fall below guideline until restored; 5-year phase-in after hire/promotion .
- Anti-pledging/anti-hedging: Executives and directors are prohibited from pledging company securities or engaging in hedging strategies .
| Ownership Snapshot | 2023 | 2025 |
|---|---|---|
| Shares Beneficially Owned | 68,385 | 70,476 |
| Percent of Outstanding | 0.32% | 0.33% |
Employment Terms
- No individual employment agreement; salaries set annually (CEO by Board; other NEOs by CEO with Committee approval) .
- Management Continuity Agreements (change-in-control): Double-trigger; severance payable only upon a change-in-control and termination or constructive termination; lump-sum equal to 18 months–3 years of salary+bonus; continuation of benefits 18 months–3 years; capped at $1 less than 3× “base amount” under IRC §280G; agreements are self-renewing 3-year terms and extend automatically for 3 years upon a change-in-control; “good reason” includes salary/bonus reduction, material adverse changes in role, or responsibilities inconsistent with prior position .
- Clawback policy: Company will recoup certain incentive compensation upon financial restatement (2025 proxy); prior policy also allows recovery for certain improper conduct (2023 proxy) .
Estimated change-in-control payout table (Management Continuity Agreements; “as if” termination on fiscal year-end):
| Year-End Basis | Estimated Liability (USD) | 280G Limit Reference (USD) |
|---|---|---|
| 2021 | $1,495,626 | $1,567,277 |
| 2022 | $1,575,770 | $1,628,614 |
| 2023 | $1,482,199 | $1,604,714 |
| 2024 | $1,457,043 | $1,574,186 |
Deferred Compensation
Executive Nonqualified Excess Plan participation:
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Executive Contributions (USD) | $23,878 | $11,396 | $7,608 |
| Registrant Contributions (USD) | — | — | — |
| Aggregate Earnings (USD) | $4,362 | $11,982 | $14,751 |
| Aggregate Year-End Balance (USD) | $28,240 | $67,491 | $89,850 |
Plan features: deferral of base salary and incentive compensation above statutory limits; company may contribute discretionary amounts to mirror qualified plan contributions; distributions paid in cash per participant elections; no guaranteed rate of return .
Investment Implications
- Pay-for-performance alignment appears robust: Annual cash bonuses hinge on EPS, efficiency ratio, asset quality, and deposit growth, with EPS carrying the largest weight (40%); 2024 payout ratios show strongest contributions from EPS and asset quality, with zero contribution from efficiency ratio due to performance above the target ratio .
- Long-term equity is performance-conditioned: PSUs use equal-weight relative TSR and ROAA against a peer set and can earn from 0–200%; RS grants cliff-vest over three years, supporting retention and ownership build .
- Insider selling pressure risk looks contained: No stock options granted since 2013 and none exercised in 2024, reducing near-term option-driven selling; RS vesting is scheduled (e.g., 2022 grants vest in 2025 per 3-year cliff), but anti-pledging and ownership guidelines constrain discretionary sales below required holdings .
- Change-in-control economics are capped and double-triggered, limiting excessive payouts and tying benefits to actual job loss; estimated CIC liabilities for Ms. Kimball have trended modestly lower from 2022 to 2024, suggesting controlled exposure under the 280G cap .
- Governance support: Regular CRO reporting to the Board, committee risk reviews, and a clawback policy underpin compensation discipline and risk oversight—key for a regional bank amid interest rate and credit cycle volatility .