Brian Sackett
About Brian R. Sackett
Brian R. Sackett (age 54) was appointed as a director of Isabella Bank Corporation and Isabella Bank effective September 15, 2024. He is a partner at Sackett Potatoes and has worked there since 1987, bringing three decades of agricultural and business expertise. He serves on the Research Committee for the Michigan Potato Industry Commission and the Chip Committee for Potatoes USA, and previously served more than 12 years on ISBA’s West Region Advisory Board. The Board has determined Mr. Sackett is an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sackett Potatoes | Partner; employee since 1987 | 1987–present | Longstanding operational leadership in agriculture; industry research and variety development involvement |
| Isabella Bank – West Region Advisory Board | Advisory Board Member | >12 years | Contributed local market insight and community relations ahead of board appointment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michigan Potato Industry Commission | Research Committee Member | Not disclosed | Supports potato research initiatives |
| Potatoes USA | Chip Committee Member | Not disclosed | Contributes to national potato processing/variety development focus |
Board Governance
- Independence: ISBA determined Brian R. Sackett is independent under Nasdaq rules .
- Board tenure: Appointed September 15, 2024; nominated for a term through the 2028 annual meeting .
- Committee assignments: As of the 2025 proxy, Sackett is not listed on the Audit, Nominating & Corporate Governance, or Compensation & Human Resource committees (no “X” shown next to his name) .
- Attendance: The Board met 14 times in 2024; each director participated in at least 75% of Board and committee meetings during the period they served (applies to Sackett’s partial-year service in 2024) .
- Board leadership and executive sessions: Independent chair separate from CEO; independent directors meet without inside directors at least twice per year .
| Committee | Membership Status |
|---|---|
| Audit Committee | Not a member |
| Nominating & Corporate Governance Committee | Not a member |
| Compensation & Human Resource Committee | Not a member |
Fixed Compensation
- Structure: Annual retainer $40,000 for non‑employee directors; Chair retains an additional $15,000; Audit Chair +$8,000; Nominating Chair +$1,000; Compensation Chair +$4,000 .
- 2024 fees (partial-year due to September appointment): Sackett received $2,250 in cash fees, deferred $13,333 under the Directors Plan, and $1,196 in “all other compensation” (dividends on stock units), totaling $16,779 .
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees paid in cash | 2,250 | Partial year |
| Fees deferred under Directors Plan | 13,333 | Converted into stock units quarterly |
| All other compensation (dividends on stock units) | 1,196 | Dividends credited on stock units |
| Total fees earned | 16,779 | Partial-year total |
| Standard non-employee director annual retainer | 40,000 | Policy baseline |
Performance Compensation
- No director bonus/option awards disclosed; director equity alignment occurs via required fee investment and deferred stock units rather than performance-conditional awards. Directors must invest at least 25% of board fees in ISBA stock via DRIP or defer up to 100% into stock units under the Directors Plan; distributions occur in shares upon retirement or certain events; plan does not allow cash settlement .
| Performance Metric | Applies to Directors? | Evidence |
|---|---|---|
| Cash bonus tied to targets | No disclosure | Director section shows fees/stock units only |
| Equity awards with performance vesting (PSUs/TSR) | No disclosure | Director section references stock units via fee deferral; not PSUs/options |
| Ownership guideline (multiple of fees/salary) | At least 25% of fees in stock | Required investment under Directors Plan |
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Sackett |
Expertise & Qualifications
- Agricultural operations and business leadership; 30+ years in potato industry with state and national committee work .
- Deep community connectivity via West Region Advisory Board service (>12 years), aligning with ISBA’s regional banking focus .
Equity Ownership
- Shares outstanding: 7,414,569 as of March 14, 2025 .
- Beneficial ownership: 539 shares (0.01% of class); shares shared with spouse per footnote .
- Director stock units credited: 3,132 units as of March 14, 2025 .
- Pledging/hedging: No pledging disclosure identified; proxy emphasizes required director stock investment and deferred stock units but does not state explicit hedging/pledging prohibitions in the cited sections .
| Ownership Element | Amount | Percent of Class | Notes |
|---|---|---|---|
| Common shares beneficially owned | 539 | 0.01% | Shared voting/investment power with spouse |
| Director stock units credited | 3,132 | n/a | Deferred units under Directors Plan; distributed in shares at retirement/events |
| Shares outstanding (context) | 7,414,569 | — | Record date for proxy |
Governance Assessment
- Independence and attendance: Independent under Nasdaq rules and met ≥75% attendance threshold in 2024; supportive for investor confidence .
- Committee influence: Currently not seated on Audit, Nominating & Governance, or Compensation committees; limits near-term committee-driven impact on risk oversight, nominations, and pay practices .
- Alignment: Required stock investment and accumulation of 3,132 stock units improve alignment; direct share ownership is modest (539 shares, 0.01%)—expect units to build with service .
- Potential conflicts: ISBA discloses ordinary-course loans to directors/officers/families totaling ~$2.951M at 12/31/2024 (and ~$19.527M at 12/31/2023), on market terms with no problem-loan classifications; while no person-specific breakdown is provided, policies and Regulation O oversight mitigate related-party risk optics for director-bank customer relationships .
- Board processes: Independent chair, routine executive sessions, and committee independence (including Audit/Nominating) indicate baseline governance quality; Audit Committee financial expert designations bolster financial oversight .
RED FLAGS: None specific to Sackett disclosed in the proxy. Monitoring areas include any future related-party banking relationships beyond ordinary course (Item 404) and expansion of his committee responsibilities to ensure robust engagement without conflicts .