Jerome Schwind
About Jerome Schwind
Jerome E. Schwind (age 58) is President & CEO of Isabella Bank Corporation and CEO of Isabella Bank, appointed effective January 5, 2024 after serving in multiple leadership roles since joining the Bank in 1999; he has been a director since 2017 . His background includes a B.S. from Ferris State University, an MBA from Lake Superior State University, and executive programs at the Graduate School of Banking (UW–Madison) and Dale Carnegie; he chairs Middle Michigan Development Corporation and serves on advisory boards for Ferris State University and the Michigan Bankers Association Perry School of Banking . Pay-versus-performance disclosures show 2024 net income of $13.9 million (down from $18.2 million in 2023 and $22.2 million in 2022) and a $100 initial TSR value of $119 in 2024 (vs $127 in 2023 and $131 in 2022), indicating earnings pressure and softer shareholder returns through 2024, the first year of his CEO tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Isabella Bank Corporation / Isabella Bank | President & CEO (Corp.); CEO (Bank) | 2024–present | Executive leadership post succession; oversight of strategy, risk, and performance |
| Isabella Bank | President (Bank) and Vice President (Corp.) | n/a (prior to 2024) | P&L and operational leadership across markets |
| Isabella Bank | Executive Vice President; Chief Operations Officer | n/a (prior to 2024) | Led operations and efficiency initiatives |
| Isabella Bank | Various positions | 1999–present | Over 30 years of banking experience at Isabella Bank |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Middle Michigan Development Corporation | Chair | n/a | Regional economic development leadership |
| Ferris State University College of Business | Finance Advisory Board member | n/a | Academic-industry engagement |
| Michigan Bankers Association Perry School of Banking | Board member | n/a | Industry education and standards |
Fixed Compensation
| Year | Base salary ($) | Cash bonus ($) | Notes |
|---|---|---|---|
| 2024 | 443,571 | 20,100 | Bonus under Executive Cash Incentive Plan (ECIP) |
| 2023 | 382,066 | 68,093 | Bonus under ECIP as Bank President/Vice President |
- Plan design: ECIP maximum potential payout range is 22%–35% of salary for CEO/Bank President/CFO; goals include personal and corporate measures set by the Compensation & Human Resource Committee .
- Director fees (employee-director): $30,000 in 2024; $34,500 in 2023 (included with salary in SCT footnote) . The Board pays $40,000 annual retainer to non-employee directors and $30,000 to employee directors; committee chair retainers: Audit $8,000; Nominating $1,000; Compensation $4,000; Board chair $15,000 .
Performance Compensation
Executive Cash Incentive Plan (Cash)
| Metric framework | Weighting | Target | Actual (2024) | Payout mechanics | Clawback |
|---|---|---|---|---|---|
| Personal and corporate goals (financial measures include net income) | Not disclosed | Not disclosed | $20,100 | Max 22%–35% of salary, set/assessed by Comp Committee | Subject to recoupment on accounting restatement |
Restricted Stock Plan (Equity)
| Grant date | Award type | Shares granted | Vesting | Performance condition | Status/Notes |
|---|---|---|---|---|---|
| 3/26/2024 | Restricted stock | 2,053 | 3-year vesting from grant | Board-established targets | Unvested at 12/31/2024; FV $53,357 at $25.99 close |
| 3/28/2022 | Restricted stock | 1,922 | 3-year vesting from grant | Board-established targets | Unvested at 12/31/2024; FV $49,953 |
| 4/01/2021 | Restricted stock | 4,282 | 3-year vesting from grant | Board-established targets | Unvested at 12/31/2024; FV $111,289 |
| 2/16/2023 | Restricted stock | n/a | n/a | Financial performance goals | Not earned; 2023 goals not met |
- Plan design: Annual restricted stock up to 25%–40% of salary, contingent on performance target achievement; awards are non-transferable until conditions met; subject to clawback .
Equity Ownership & Alignment
Beneficial Ownership and Director Stock Units
| Item | Amount |
|---|---|
| Beneficially owned common shares | 8,063 (0.11% of shares outstanding); includes 3,888 shared with spouse |
| Director stock units (deferred) | 15,639 units credited under the Directors Plan as of 3/14/2025 |
Outstanding Unvested Equity (as of 12/31/2024)
| Component | Shares | Estimated value ($) |
|---|---|---|
| Unvested restricted stock (total) | 8,257 | 214,599 |
| Breakdown: 3/26/2024 | 2,053 | 53,357 |
| Breakdown: 3/28/2022 | 1,922 | 49,953 |
| Breakdown: 4/01/2021 | 4,282 | 111,289 |
Values and share counts per DEF 14A tables and change-in-control vesting illustration .
- Vesting schedule: Restricted stock vests over three years from grant date .
- Pledging/Hedging: No specific pledging/hedging policy disclosure identified in the reviewed proxy sections; Directors must invest at least 25% of Board fees in common stock via the DRIP or deferred units .
- Options: No option awards disclosed for Schwind in the Summary Compensation Table (stock awards only) .
Employment Terms
| Term | Details |
|---|---|
| CEO appointment | Effective January 5, 2024 |
| Employment history | Employed by the Bank since 1999; various senior roles prior to CEO |
| Change-in-control agreements | None with executive officers; no separate CIC agreements |
| SERP treatment on CIC | 100% vesting upon change in control; if involuntary termination without cause or good-reason resignation post-CIC, uncredited annual credits are added; illustrative additional credit for Schwind $543,500; total credit $827,520 at 12/31/2024 assumption |
| RSP treatment on CIC | 100% vesting upon change in control; if involuntary termination without cause or good-reason resignation post-CIC, all nonvested shares fully vest; illustrative vested shares 8,257 ($214,599) at 12/31/2024 assumption |
| Clawback | Applies to compensation tied to financial reporting measures (SERP, ECIP, RSP) in the event of an accounting restatement |
| Restrictive covenants | SERP includes non-compete and other restrictive covenants |
Board Governance
- Board service: Director since 2017; currently serves as a management (non-independent) director per Nasdaq standards .
- Roles/committees: No standing committee memberships listed for Schwind; committees (Audit, Nominating & Governance, Compensation & HR) are chaired by independent directors .
- Leadership structure: Separate Chair (independent) and CEO; independent directors meet without insiders at least twice per year .
- Attendance: The Board met 14 times in 2024; each director attended at least 75% of Board and committee meetings .
- Director compensation: Employee-director retainer $30,000; Schwind had 15,639 stock units credited as of 3/14/2025 under the Directors Plan .
- Independence/dual-role implications: As CEO and director, Schwind is not independent; separation of Chair and CEO mitigates concentration of power and supports governance independence .
Performance Context (Pay vs Performance References)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ thousands) | 22,238 | 18,167 | 13,889 |
| TSR – $100 initial value ($) | 131 | 127 | 119 |
- Under incentive plans, financial goals included net income for 2022–2024; 2023 stock award goals were not achieved, resulting in no 2023 RSP grant for Schwind, indicating performance gating rigor .
Related Party, Controls, and Other Governance Signals
- Related person transactions: Ordinary-course loans to related parties totaled ~$2.951 million at 12/31/2024; no nonaccrual/past due/restructured/PP loans among related party loans at the proxy date; policies align with Federal Reserve Regulations O and W .
- Family relationships: None among directors or executive officers .
- Listing/liquidity note: The company has applied to list on Nasdaq under “ISBA” (currently quoted on OTCQX), which could affect liquidity and executive equity realizability if approved .
Investment Implications
- Pay-for-performance alignment: ECIP and RSP are performance-based with clear gating; failure to meet 2023 stock performance goals eliminated that year’s equity award, and 2024 cash incentive was modest ($20,100), consistent with lower net income/TSR trends through 2024 .
- Retention and selling pressure: Unvested restricted stock of 8,257 shares vests over three years from respective grant dates; vesting cadence can create periodic supply and potential Form 4 activity around anniversaries; lack of options reduces leverage and related “exercise-and-sell” pressure .
- Alignment and ownership: Direct ownership is small at 0.11% (8,063 shares), but director stock units (15,639) and required equity election for Board fees support ongoing alignment; no explicit executive ownership multiple disclosed .
- Change-in-control economics: No CIC agreements reduce “golden parachute” optics, but SERP credits and full RSP vesting on CIC (with termination conditions for certain elements) still create meaningful value ($827,520 SERP credit and $214,599 RSP value in the illustrative scenario) .
- Governance quality: Separation of Chair/CEO, independent committee leadership, and regular executive sessions bolster oversight despite Schwind’s dual role as CEO and director; attendance and independence disclosures are solid .
- Watch items: Earnings pressure (net income trend), TSR softness through 2024, and the company’s uplisting effort; monitor ECIP goal-setting stringency and any changes to performance metrics, plus SERP/RSP policy shifts that could alter risk-taking incentives .
Quotes and data sources: Isabella Bank Corporation DEF 14A (2025) ; DEF 14A (2024) ; Form 8-K items (leadership succession and board updates) .