Jae Evans
About Jae Evans
Jae A. Evans (age 68) has served as a director of Isabella Bank Corporation and Isabella Bank since 2014; he retired as President & CEO of Isabella Bank Corporation and CEO of Isabella Bank on January 4, 2024. He holds a degree from Central Michigan University and brings 47+ years of banking experience; he is currently Interim President & CEO of United Bankers’ Bank and serves as Board Chair there, and sits on the Central Michigan University Advancement Board. The Board has determined Evans is not independent under Nasdaq rules due to his recent executive role at ISBA.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Isabella Bank Corporation | President & CEO | 2014 – Jan 4, 2024 | Executive leadership; commercial banking expertise; strong community involvement |
| Isabella Bank | CEO | 2018 – Jan 4, 2024 | Executive leadership; operations oversight |
| Isabella Bank | Chief Operations Officer | 2011 – 2013 | Operational leadership |
| Isabella Bank | President, Greenville Division | 2008 – 2011 | Regional leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Bankers’ Bank | Interim President & CEO; Board Member and Chair | Current (as of proxy filing) | Strategic leadership; board chair responsibilities |
| Central Michigan University Advancement Board | Board Member | Current | University advancement engagement |
Board Governance
- Independence: Not independent (former executive through Jan 4, 2024)
- Committee memberships: None (not listed on Audit, Nominating & Corporate Governance, or Compensation & Human Resource)
- Board leadership: Separate Chair (Sarah R. Opperman) and CEO structure; independent chair required by Governance Policy
- Attendance: Board met 14 times in 2024; each director participated in at least 75%+ of aggregate Board and committee meetings. All directors attended the 2024 annual meeting except Ms. Coffin (Evans attended)
- Executive sessions: Independent directors meet without insiders at least twice per year
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Director Fees ($) | 34,500 | 40,000 |
| Stock Units Credited (Directors Plan) | — | 2,958 units |
Context: ISBA pays an annual retainer of $40,000 to non-employee directors and $30,000 to employee directors; additional retainers: Board Chair $15,000, Audit Chair $8,000, Nominating & Corporate Governance Chair $1,000, Compensation & Human Resource Chair $4,000 . Directors must invest at least 25% of board fees in ISBA stock via DRIP or deferred stock units under the Directors Plan .
Performance Compensation
| Metric/Plan | Structure | Target/Range | Applies To | Notes |
|---|---|---|---|---|
| Executive Cash Incentive Plan | Cash bonus based on personal and corporate goals | Max 22%–35% of annual salary | President & CEO, Bank President, CFO | Committee sets CEO goals; CEO recommends metrics/goals for Bank President and CFO |
| Restricted Stock Plan (RSP) | Equity-based bonus (restricted stock) | Max 25%–40% of annual salary; annual grants contingent on performance targets | Eligible executives | Vesting and transfer restrictions; full vesting upon change in control under plan conditions |
| Clawback Policy | Recoupment on accounting restatements tied to financial reporting measures | Applies where comp is based on financial metrics | SERP, Executive Cash Incentive Plan, RSP | Aligns with SEC clawback requirements |
| Performance Measure Used (Illustrative) | Net Income | Actuals shown for pay-versus-performance disclosure | Company-wide | Net Income: 2022 $22,238k; 2023 $18,167k; 2024 $13,889k |
Evans’ NEO compensation during/after his executive tenure (for context):
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | 504,500 | 67,115 |
| Bonus ($) | 134,400 | 16,450 |
| Stock Awards ($) | — | — |
| Change in Pension Value ($) | 36,863 | 39,089 |
| All Other Compensation ($) | 59,129 | 160,883 (includes short-term disability payout upon retirement of $108,462) |
| Total ($) | 734,892 | 283,537 |
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| United Bankers’ Bank | Not disclosed as public | Interim President & CEO; Board Chair | No related-party transactions disclosed; potential correspondent banking interactions would be red flag if present, but none disclosed |
| Central Michigan University Advancement Board | N/A | Board Member | No conflict disclosed |
Expertise & Qualifications
- 47+ years in banking; roles spanning operations, regional leadership, and CEO responsibilities
- Central Michigan University graduate; deep commercial banking and community involvement
- Provides executive leadership experience to the Board
Equity Ownership
| Ownership Attribute | Value |
|---|---|
| Beneficially Owned Shares | 29,396 |
| Percent of Class | 0.40% |
| Shared Voting/Investment Power | 9,333 shares with spouse |
| Stock Units (Directors Plan) | 2,958 units credited as of Mar 14, 2025 |
| Pledging/Hedging | Not disclosed |
| Director Ownership Policy | Must invest at least 25% of board fees in ISBA stock via DRIP or deferred stock units |
Governance Assessment
- Independence and committee posture: Evans is not independent due to his recent executive role, and he does not serve on standing Board committees—appropriate given non-independence, but independence gap persists at the full Board level. RED FLAG: non-independence may affect investor confidence if non-independent directors unduly influence oversight .
- Attendance and engagement: Board met 14 times in 2024; all directors achieved at least 75%+ attendance and attended the annual meeting (Evans attended), supporting engagement .
- Alignment: Evans owns ~0.40% of shares and participates in the Directors Plan with 2,958 stock units credited, indicating some alignment; no pledging disclosed .
- Compensation considerations: As an NEO in 2023–2024, Evans had cash bonus opportunities under the Executive Cash Incentive Plan and was covered by SERP and clawback policies, but he received no stock awards in 2023–2024; 2024 “All Other” compensation included a one-time short-term disability payout upon retirement .
- Board structure and risk oversight: Independent chair, independent committee chairs, and independent-only executive sessions are positives; Audit and Compensation Committees met six times each in 2024, indicating active oversight .
Overall signal: Governance structures appear robust (independent chair, active committees), but Evans’ non-independence and ongoing external executive role at United Bankers’ Bank warrant monitoring for potential conflicts or influence risks. No related-party transactions or family relationships disclosed; clawback policy and mandatory director stock investment support alignment.