Jeffrey Barnes
About Jeffrey J. Barnes
Dr. Jeffrey J. Barnes (age 62) is an independent director at Isabella Bank Corporation (ISBA), serving on the Bank’s board since 2007 and the Corporation’s board since 2010; he is a retired physician from L.O. Eye Care and a former member of the Central Michigan Community Hospital Board of Directors . His biography emphasizes experience in business operations and management and strong community knowledge, cited as benefiting the Board . He currently chairs the Nominating and Corporate Governance Committee, and is affirmed independent under Nasdaq rules through committee independence determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L.O. Eye Care | Physician (later retired) | Not disclosed | Brings operational and management experience to Board deliberations |
| Central Michigan Community Hospital | Board Member (former) | Not disclosed | Community healthcare governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Michigan Community Hospital | Board Member (former) | Not disclosed | Healthcare board service; local community ties |
Board Governance
- Board structure: Separate Chair (Sarah R. Opperman) and CEO (Jerome E. Schwind), with governance policy requiring an independent chair and independent committee chairs; independent directors meet in executive session at least twice per year .
- Committees chaired/memberships (2025 proxy): Barnes chairs Nominating and Corporate Governance; not listed on Audit or Compensation & Human Resource .
- Attendance: Board met 14 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting except Ms. Coffin (Barnes attended) .
- Committee meeting cadence: Audit (6), Compensation & Human Resource (6), Nominating & Corporate Governance (3) meetings in 2024 .
| Committee | 2024 Meetings | Barnes Role | Independence/Notes |
|---|---|---|---|
| Nominating & Corporate Governance | 3 | Chair | Committee members affirmed independent under Nasdaq |
| Compensation & Human Resource | 6 | Not a member | Members affirmed independent; Chair Payton |
| Audit | 6 | Not a member | Members affirmed independent; Financial Experts designated |
Fixed Compensation
Policy-level director pay structure (2024):
- Non‑employee director annual retainer: $40,000; employee director retainer: $30,000 .
- Additional retainers: Board Chair $15,000; Audit Chair $8,000; Nominating & Corporate Governance Chair $1,000; Compensation & Human Resource Chair $4,000 .
Barnes’ 2024 non‑employee director compensation:
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees paid in cash | $0 | Barnes took no cash fees |
| Fees deferred under Directors Plan | $41,000 | Aligns with $40k retainer + $1k committee chair add-on |
| All other compensation (dividends on stock units) | $32,296 | Dividends on stock units credited |
| Total fees earned | $73,296 | Sum per Director Compensation table |
Director stock unit balances (as of Mar 14, 2025):
| Metric | Amount |
|---|---|
| Stock units credited to Barnes’ account | 31,392 |
Plan mechanics and funding:
- Directors Plan credits stock units, distributed in shares upon retirement or other specified events; no cash settlement allowed .
- Rabbi Trust funding: $1,113,229 transferred in 2024; trust held 142,535 shares for settlement as of Dec 31, 2024; total stock units credited across participants were 101,493; net cost of benefit $168,465 in 2024 .
Performance Compensation
- No director performance-based equity (PSUs/options) or performance metrics disclosed for directors; director compensation is retainer-based and may be deferred into stock units and receive dividends as “all other compensation” .
- No option awards, strike prices, or vesting schedules disclosed for directors .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Central Michigan Community Hospital | Non-profit/healthcare | Former Board Member | No related-party conflicts disclosed; no public company interlocks disclosed |
- Corporate disclosure notes no family relationships among directors/executives .
- “Indebtedness of and Transactions with Management” section describes certain directors/officers and families as loan customers on market terms; totals were ~$19.5m (2023) and ~$21.0m (2022) for those customers; no unfavorable features and ordinary course treatment; not individually attributed to Barnes .
Expertise & Qualifications
- Background in medical practice and small business operations; recognized for business operations and management experience and community knowledge benefiting Board decisions .
- Governance alignment: Independent director; chairs Nominating & Corporate Governance; committee independence affirmed under Nasdaq .
Equity Ownership
Beneficial ownership of ISBA common stock:
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned | 8,947 | 9,065 | 9,190 |
| Percent of class | 0.12% | 0.12% | 0.12% |
| Notes | Definition per SEC rules; includes shares with shared voting/investment power | Definition per SEC rules | Includes 9,190 shares with shared voting/investment powers with spouse |
Stock units credited (separate from beneficial share count):
- Barnes: 31,392 stock units as of March 14, 2025 .
Pledging/hedging and guidelines:
- No pledging or hedging disclosures for Barnes; director stock ownership guideline multiples not disclosed. Directors who elect to receive all fees in cash must invest at least 25% of board fees in common stock via the DRIP under the Directors Plan; Barnes deferred fees rather than electing cash in 2024 .
Governance Assessment
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Independence and leadership: Barnes’ role as Nominating & Corporate Governance Chair and affirmed committee independence support board effectiveness and robust director nomination oversight, a positive governance signal for investors .
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Attendance and engagement: Board held 14 meetings in 2024; all directors met the 75%+ attendance threshold, and Barnes attended the annual meeting—suggests consistent engagement .
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Pay alignment: Barnes deferred 100% of fees into stock units and accrues dividends, aligning with shareholder interests; the added $1,000 chair retainer is modest, and no options/performance equity reduces incentive for short-term risk-taking .
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Ownership: Stable beneficial ownership (~0.12% of class across 2023–2025) plus a sizable stock unit balance (31,392 units) supports long-term alignment, albeit with units settled in stock at retirement and not counted in beneficial ownership within SEC 60‑day rules .
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Conflicts/related parties: No family relationships disclosed; while certain directors/officers and families are loan customers, transactions are ordinary course and on market terms without unfavorable features—no specific related‑party exposures flagged for Barnes .
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RED FLAGS: None disclosed specific to Barnes. No evidence of option repricing, pledging, tax gross‑ups, or related‑party transactions tied to Barnes; committee independence and attendance thresholds satisfied .