David Behen
About David Behen
David B. Behen (age 55) was appointed as an independent director of Isabella Bank Corporation and Isabella Bank on March 3, 2025. He is co‑founder and Chief Strategy Officer of SensCy, a cybersecurity company focused on small and medium-sized organizations, and serves on the Eastern Michigan University College of Engineering and Technology Advisory Board. His background spans 20+ years in public and private sector leadership with recognized contributions in information technology and cybersecurity, which the Board cites as adding meaningful expertise in cyber risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SensCy | Co‑founder & Chief Strategy Officer | Not disclosed | Cybersecurity leadership; builds organizational capabilities relevant to bank IT/operational risk |
| Various private/public sector leadership roles | Senior leadership in IT/cyber | Not disclosed | Recognized for contributions in IT/cybersecurity; enhances Board risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastern Michigan University College of Engineering and Technology Advisory Board | Member | Not disclosed | Advises on engineering/technology curricula; signals technical network and expertise |
Board Governance
- Board structure: 11 members in three staggered classes; Behen’s appointment increased the Board to 11 on March 3, 2025 .
- Leadership: Independent Chair (Sarah R. Opperman) separate from CEO (Jerome E. Schwind); only independent directors may serve as chair or committee chairs; independent directors meet in executive session at least twice per year .
- Independence: The Board determined David B. Behen is independent under Nasdaq standards .
- Attendance: In 2024, the Board met 14 times; each director met at least the 75% participation threshold across Board and committees. Behen joined in 2025, so 2024 attendance disclosures do not apply to him .
| Committee | Behen Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | No | Jill Bourland | 6 |
| Nominating & Corporate Governance | No | Dr. Jeffrey J. Barnes | 3 |
| Compensation & Human Resource | Yes (member) | Chad R. Payton | 6 |
Fixed Compensation
ISBA’s director pay framework (applied during 2024 and continues into 2025 for new appointees):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer – non‑employee director | $40,000 | Standard cash/deferral choice under Directors Plan |
| Annual retainer – employee director | $30,000 | For inside directors |
| Board Chair additional retainer | $15,000 | Paid to independent Chair |
| Audit Committee Chair retainer | $8,000 | Additional for committee chair |
| Nominating & Corporate Governance Chair retainer | $1,000 | Additional for committee chair |
| Compensation & HR Chair retainer | $4,000 | Additional for committee chair |
- Directors electing all fees in cash must invest at least 25% of their board fees in ISBA common stock via the DRIP under the Directors Plan .
- “All other compensation” for directors reflects dividends on stock units credited under the Directors Plan .
Performance Compensation
- Equity/deferral mechanics: Directors may defer fees into stock units under the nonqualified Directors Plan; distributions occur in shares only (no cash settlement) at retirement or other qualifying events; stock issued is restricted stock under the Securities Act .
- Rabbi Trust: ISBA contributed $1,113,229 in 2024; the trust held 142,535 ISBA shares for settlement at year‑end; stock units credited to participants totaled 101,493; net cost of the benefit was $168,465 in 2024 .
- Performance metrics: No director‑specific performance metrics (e.g., revenue/TSR/ESG) are disclosed for director compensation; director equity is retainer/deferral‑based rather than performance‑conditioned .
| Director Equity Alignment (as of Mar 14, 2025) | Value |
|---|---|
| David B. Behen – stock units credited (#) | — (none credited yet as of appointment) |
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| SensCy | No (private) | Co‑founder & CSO | None disclosed with ISBA (no related‑party transactions stated) |
| Other public company boards | Not disclosed | — | None disclosed |
Expertise & Qualifications
- Cybersecurity/information technology leadership with 20+ years’ experience; valuable for oversight of information technology risk, operational resilience, and compliance in a regulated banking environment .
- Advisory role at EMU’s College of Engineering & Technology; expands technical network and contemporary insight into engineering/technology domains .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| David B. Behen | 0 | 0.00% |
Notes:
- Beneficial ownership includes shares with voting/investment power and shares acquirable within 60 days; Directors Plan stock units generally are not convertible within 60 days and thus not included in beneficial ownership counts .
- No pledging/hedging policy disclosures were identified in the proxy excerpts; no shares pledged by Behen are disclosed .
Governance Assessment
- Positive signals: Independent status; appointment to Compensation & Human Resource Committee with fully independent composition; separation of Chair and CEO; independent executive sessions at least twice per year; formal committee charters available; strong audit oversight and designation of audit committee financial experts .
- Ownership alignment: As of March 14, 2025, Behen reported zero beneficially owned shares and no credited stock units yet; the Directors Plan and DRIP requirement (≥25% of cash fees into stock) should increase alignment over time. Monitor near‑term accumulation to gauge commitment to equity exposure .
- Compensation risk controls: Executive clawback policy applies to cash/equity tied to financial reporting measures (SERP, Executive Cash Incentive Plan, RSP). While director compensation is retainer‑based, the presence of a robust clawback framework supports overall governance quality .
- Related‑party exposure: ISBA discloses ordinary‑course lending relationships with directors/officers and affiliates, with totals of approximately $2.951 million (2024) and $19.527 million (2023), and none categorized as nonaccrual/past due/restructured/potential problem loans; no Behen‑specific related‑party transactions disclosed .
- Structural consideration: Staggered board structure may reduce immediate accountability to shareholders compared to annual elections; investors often scrutinize classified boards for entrenchment risk .
RED FLAGS
- None disclosed for Behen: no family relationships, no related‑party transactions, no attendance concerns (newly appointed), no pledging of stock .
Potential Watch Items
- Equity accumulation cadence post‑appointment to assess ownership alignment via Directors Plan/DRIP .
- Compensation & HR Committee decisions where Behen participates (e.g., executive pay structures, succession planning) for evidence of rigorous, independent oversight .