Jill Bourland
About Jill Bourland
Independent director of Isabella Bank Corporation since 2017; age 54; CPA and Housing Credit Certified Professional with 25+ years in audit, tax, and accounting focused on small business and affordable housing; graduate of Central Michigan University; currently CEO and Partner of Blystone & Bailey, CPAs, P.C. . Determined independent under Nasdaq listing standards; designated Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blystone & Bailey, CPAs, P.C. | CEO & Partner | Not disclosed | Leader of accounting practice; expertise in audit, tax, accounting |
| Isabella Bank Corporation | Director | Since 2017 | Board service across governance and audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William and Janet Strickler Nonprofit Center Board | Member | Not disclosed | Community and nonprofit governance |
| Mid-Michigan Community College Foundation Board | Member | Not disclosed | Education-focused nonprofit governance |
| Gratiot-Isabella Technical Education Center | Accounting/Business Advisory Committee Member | Not disclosed | Technical education advisory |
| American Institute of CPAs | Member | Not disclosed | Professional standards engagement |
| Michigan Association of CPAs | Member | Not disclosed | Professional standards engagement |
| Home Builders Association | Member | Not disclosed | Industry association membership |
Board Governance
- Independence: Board determined Jill Bourland is independent per Nasdaq standards .
- Committee assignments and chair roles:
- Audit Committee: Chair; designated Audit Committee Financial Expert .
- Nominating & Corporate Governance: Member .
- Compensation & Human Resource: Not a member .
- Board and committee activity: Board met 14 times in 2024; each director participated in at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting except Ms. Coffin (implies Bourland attended) .
- Board structure and oversight: Separate Chair (independent) and CEO; only independent directors may serve as Board or committee chairs; independent directors meet in executive session at least twice per year; committees oversee governance and compensation; Bank board oversees credit, investment, IT, interest rate, and trust risks .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 6 |
| Nominating & Corporate Governance | Member | 3 |
| Compensation & Human Resource | — | 6 (committee meetings overall; Bourland not a member) |
Fixed Compensation (Director)
| Year | Base Cash Retainer | Audit Chair Retainer | Fees Paid in Cash | Fees Deferred (Directors Plan) | All Other Compensation (Dividends) | Total Fees Earned |
|---|---|---|---|---|---|---|
| 2024 | $40,000 | $8,000 | $48,000 | $0 | $1,403 | $49,403 |
- Structure: Non-employee directors receive an annual $40,000 retainer; Audit Chair adds $8,000; Board Chair adds $15,000; Nominating Chair adds $1,000; Compensation Chair adds $4,000; employee directors receive $30,000; no separate meeting fees disclosed .
- Investment requirement: Directors electing all fees in cash must invest at least 25% of board fees in common stock via DRIP under the Directors Plan .
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance-based elements for directors | Proxy discloses director compensation as retainers and dividends; no director bonuses, options, or performance-linked equity reported in the director compensation table |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | None disclosed in proxy |
| Blystone & Bailey, CPAs, P.C. | Private | CEO & Partner | No related-party transactions disclosed specific to Bourland; see related-persons policy below |
| Nonprofit/academic boards | Nonprofit | Member | Listed above; community and education focus |
Expertise & Qualifications
- CPA; Housing Credit Certified Professional; 25+ years in audit, tax, and accounting across small business and affordable housing sectors .
- Audit Committee Financial Expert designation; able to read and understand fundamental financial statements .
- Professional memberships: AICPA; Michigan Association of CPAs; Home Builders Association .
Equity Ownership
| As of | Beneficial Shares | % of Shares Outstanding | Shared Ownership Detail | Stock Units Credited (Directors Plan) |
|---|---|---|---|---|
| March 14, 2025 | 4,120 | 0.06% | Includes 215 shares with spouse | 1,291 stock units |
- Directors Plan distributions occur upon Board retirement or certain events; paid in shares (no cash settlement) .
- Rabbi Trust funded $1,113,229 in 2024, holding 142,535 shares for Directors Plan settlement; stock units across participants totaled 101,493 as of 12/31/2024 .
Governance Assessment
- Board effectiveness: Bourland’s audit chairmanship and “financial expert” status strengthen financial oversight, internal controls, and audit independence; Audit Committee directly oversees auditor appointment and independence, with clear pre-approval policies .
- Independence and alignment: Independent director under Nasdaq rules with required equity investment via Directors Plan/DRIP supporting alignment; beneficial ownership and stock units provide “skin in the game” .
- Attendance and engagement: Board met 14 times in 2024; all directors participated ≥75% of board/committee meetings; Bourland attended the annual meeting (all attended except one director) .
- Shareholder confidence signals: Strong shareholder support for directors and auditor ratification at 2025 meeting (Bourland not up for election in 2025; her term ends 2027) .
- Related-party and conflict controls: Formal policy for related-person transactions; oversight via Audit Committee; ordinary banking relationships with directors/officers occurred on market terms; no nonaccrual/past-due related-party loans as of proxy date .
- RED FLAGS:
- Section 16(a) compliance: One delinquent reportable transaction for Director Bourland in June 2024, indicating a minor filing timeliness lapse .
Notes:
- Committee charters and Code of Conduct/Business Ethics are available on the company website under Governance, reinforcing governance transparency **[842517_0000842517-25-000071_isba-20250320.htm:11]** **[842517_0000842517-25-000071_isba-20250320.htm:12]** **[842517_0000842517-25-000071_isba-20250320.htm:13]**.
- Board leadership separates Chair (independent) from CEO; independent-only committee chairs; independent executive sessions at least twice per year **[842517_0000842517-25-000071_isba-20250320.htm:10]**.