Stephen Gulis Jr.
About Stephen L. Gulis, Jr.
Stephen L. Gulis, Jr. (age 67) is Independent Bank Corporation’s non-executive Chairperson of the Board, serving on the board since 2004; he is designated independent under NASDAQ rules. He is a former Executive Vice President, CFO and Treasurer of Wolverine Worldwide and retired in 2008 as President of Wolverine Worldwide Global Operations; earlier he was a certified public accountant with Touche Ross & Company. He also serves as a director of Sleep Number Corporation (Nasdaq: SNBR), bringing deep financial and operations experience to IBCP’s board leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolverine Worldwide | President, Global Operations Group | Until 2008 | Led global operations; prior EVP, CFO & Treasurer brings financial discipline to board deliberations |
| Wolverine Worldwide | Executive Vice President, CFO & Treasurer | Pre-2008 | Public company CFO experience supports audit, risk, and compensation oversight |
| Touche Ross & Company | Certified Public Accountant | Prior to Wolverine Worldwide | CPA background enhances audit-quality, financial reporting and control oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sleep Number Corporation (Nasdaq: SNBR) | Director | Current | Public company board service adds consumer/retail operating and governance perspective |
| Several privately held organizations | Independent financial/operations/management advisor | Current | Advisory engagements broaden operational benchmarking and governance insights |
Board Governance
- Role: Non-executive Chairperson of the Board (effective April 23, 2024)
- Independence: Board determined Gulis is “Independent Director” under NASDAQ Listing Rule 5605(a)(2)
- Committee assignments: Compensation Committee member; signed Compensation Committee Report (with Budden and Keller)
- Chair roles history: Audit Committee Chair through April 23, 2024; became Board Chair thereafter (fees reflect prorated chair retainer)
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended 2024 annual meeting
- Leadership structure: CEO and Chair roles are separated (Kessel is CEO; Gulis is Chair); Lead Independent Director role assigned to Boer for sessions without Chair/CEO; board regularly holds executive sessions without management
- Majority voting: Bylaws amended in 2017 to adopt majority voting for directors
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $94,950 | Includes base director retainer and prorated chair fees (audit chair to 4/23/24; board chair from 4/23/24) |
| Fees Earned or Paid in Stock | $0 | No stock portion elected in 2024 |
| Total Director Compensation | $94,950 | No meeting fees beyond retainers |
- Retainer structure (reference amounts): Annual non-employee director retainer $68,000; Chair of Board $36,500; Audit Chair $10,400; Compensation Chair $6,250; Nominating & Corporate Governance Chair $6,250. Half of combined retainer paid in cash and half in stock until ownership guideline met; thereafter director may elect cash or stock via Purchase Plan. Stock ownership guideline: at least $300,000 market value within five years of joining the board.
Performance Compensation
- Directors do not receive performance-based awards; however, as Compensation Committee member, Gulis oversees executive incentive metrics. Key 2024 plan metrics and outcomes:
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Performance | Performance Factor | Weight | Payout Ratio |
|---|---|---|---|---|---|---|---|
| Earnings Per Share | $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 |
- 2025 metrics: EPS threshold $2.80; target $3.15; maximum $3.56; same weights; bonuses not payable unless EPS ≥ $2.67; efficiency ratio 60/59/56; NPA/Assets 0.50/0.30/0.10; deposit growth 2.5/5.0/10.0 .
Other Directorships & Interlocks
| Company | Role | Committee Interlocks/Conflicts Disclosed |
|---|---|---|
| Sleep Number Corporation (Nasdaq: SNBR) | Director | No IBCP compensation committee interlocks requiring disclosure in 2024 |
- Compensation Committee Interlocks: “No relationships requiring disclosure under Item 407(e)(4) of Regulation S-K” for 2024.
Expertise & Qualifications
- Public company governance: Non-executive Chair at IBCP; director at Sleep Number Corporation
- Financial expertise: Former public company CFO; CPA background (Touche Ross)
- Operational leadership: Led global operations at Wolverine Worldwide; advisor to private companies on finance/operations/management
- Independence: Determined independent by the board under NASDAQ rules
Equity Ownership
| Ownership Category | Shares | % Outstanding | Notes |
|---|---|---|---|
| Beneficial Ownership (direct/indirect) | — | —% | Not disclosed for direct beneficial ownership in table |
| Deferred Shares (to be issued from trust) | 61,571 | 0.29% | Deferred under director Purchase Plan; not currently voted/sold; trust held total 168,049 shares for directors |
| Shares Pledged | Prohibited | — | Insider trading policy prohibits pledging and hedging for directors |
| Stock Ownership Guideline | $300,000 required within 5 years | — | Half retainer in stock until guideline met; thereafter cash/stock election permitted |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance for directors | All timely in 2024; no issues noted for Gulis |
| Form 4 transactions disclosed (proxy) | Not disclosed in proxy materials |
Governance Assessment
- Positive signals:
- Non-executive Chair with independent status; CEO/Chair separation supports oversight and risk governance. Executive sessions occur regularly without management; Lead Independent Director identified for sessions without Chair/CEO.
- Active Compensation Committee member who signed the committee report; oversight includes use of Meridian Compensation Partners for peer benchmarking; say-on-pay support was strong at 96.1% in 2024.
- Ownership alignment via director stock ownership guideline ($300,000) and deferred stock plan; pledging/hedging prohibited for directors.
- Potential concerns/monitoring items:
- Role transition from Audit Chair to Board Chair in 2024 centralizes influence; continued focus on committee independence and board refreshment helps mitigate.
- Related-party banking transactions exist in ordinary course (aggregate loans to directors/executives $3.938 million, 0.9% of equity) but disclosed as market terms; no unfavorable features reported.
- Attendance disclosed at “≥75%” rather than precise rates; maintain monitoring of engagement levels; all directors attended 2024 annual meeting.
Shareholder feedback: Advisory say-on-pay approval was ~96.1% in 2024; board made no material changes to executive pay policies as a result, indicating investor support for compensation governance.