Melinda Coffin
About Melinda M. Coffin
Melinda M. Coffin (age 50) is an independent director of Isabella Bank Corporation and Isabella Bank, serving since 2022; she is the former CEO of Soaring Eagle Gaming Enterprises and holds an undergraduate degree and MBA from Central Michigan University . Her biography emphasizes expertise in compliance and regulatory matters, business operations, and community involvement, which the Board cites as additive to governance discussions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soaring Eagle Gaming Enterprises | CEO | “since October 2021” (as disclosed in 2024 proxy); noted as “former CEO” in 2025 proxy | Compliance and regulatory expertise benefiting board deliberations |
External Roles
- No other public company directorships are disclosed in Coffin’s biography beyond Soaring Eagle Gaming Enterprises .
Board Governance
- Independence: Coffin is determined to be independent under Nasdaq standards .
- Committee memberships (2024): Audit Committee (members: Bourland—Chair, Coffin, Opperman—Ex-officio, Payton) and Compensation & Human Resource Committee (members: Behen, Coffin, Opperman—Ex-officio, Payton—Chair, Rupp) .
- Board leadership: Chairperson of the Board must be independent; Sarah R. Opperman serves as independent Board Chair. Independent directors meet without inside directors at least twice per year .
- Attendance: Board met 14 times in 2024; each director participated in at least 75% of applicable Board and committee meetings. Coffin did not attend the 2024 annual meeting of shareholders; all directors attended the 2023 annual meeting .
- Committee meeting frequency (2024): Audit Committee—6 meetings; Compensation & Human Resource Committee—6 meetings; Nominating & Corporate Governance Committee—3 meetings .
Fixed Compensation
Director compensation and fee elections indicate Coffin’s strong equity alignment via full deferral of fees into stock units.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees paid in cash ($) | $0 | $0 |
| Fees deferred under Directors Plan ($) | $43,350 | $40,000 |
| Dividends on stock units ($) | Not separately disclosed | $4,555 |
| Total fees earned ($) | $43,350 | $44,555 |
| Standard annual retainer for non‑employee directors ($) | $40,000 | $40,000 |
| Committee chair retainers (Board/Audit/Nominating/Comp) ($) | $15,000 / $8,000 / $1,000 / $4,000 | $15,000 / $8,000 / $1,000 / $4,000 |
Notes:
- Directors must invest at least 25% of board fees in common stock via the Directors Plan or DRIP; Coffin elected 100% deferral in 2023 and 2024 .
Performance Compensation
Directors at ISBA do not have performance-based incentive compensation; director pay is retainers and equity via the Directors Plan . For context, company executive incentive programs and metrics governed by the Compensation & Human Resource Committee are summarized below.
| Executive Incentive Metric (Company Context) | FY 2023 | FY 2024 |
|---|---|---|
| Executive Cash Incentive Plan – max payout (% of salary) | 22%–35% | 22%–35% |
| Restricted Stock Plan – max award (% of salary) | 25%–40% | 25%–40% |
| Financial performance measures used | Net income, plus other committee‑set metrics | Net income, plus other committee‑set metrics |
| Clawback policy applicability | Applies to cash/equity linked to financial reporting measures (SERP, Executive Cash Incentive, RSP) | Applies to cash/equity linked to financial reporting measures (SERP, Executive Cash Incentive, RSP) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Coffin .
- Potential interlocks/conflicts: No specific interlocks or external roles disclosed that intersect with ISBA competitors, suppliers, or customers .
Expertise & Qualifications
- Education: Undergraduate and MBA, Central Michigan University .
- Technical/functional expertise: Compliance and regulatory matters; business leadership and community involvement .
Equity Ownership
Ownership reflects both directly held shares and nonqualified deferred stock units credited under the Directors Plan.
| Metric | As of Mar 15, 2024 | As of Mar 14, 2025 |
|---|---|---|
| Beneficially owned shares (#) | 0 | 775 |
| Beneficial ownership (% of class) | —% | 0.01% |
| Stock units credited (Directors Plan) (#) | 3,983 | 4,192 |
| Shares outstanding (reference) (#) | 7,498,626 | 7,414,569 |
Notes:
- Directors are required to invest at least 25% of board fees in ISBA common stock; deferred fees convert into stock units quarterly and accrue dividends until distribution upon retirement or other events .
- The Rabbi Trust held 142,535 shares to fund the Directors Plan as of 12/31/2024; stock units credited totaled 101,493, with all amounts as unsecured claims against general assets .
Governance Assessment
- Positive signals:
- Independence and committee service: Coffin is an independent director serving on both Audit and Compensation Committees, participating in financial reporting oversight and executive pay governance, with Audit designated financial experts on the committee (Bourland, Payton) and robust charter frameworks .
- Equity alignment: Coffin elected to defer 100% of director fees into stock units in 2023 and 2024, exceeding the minimum ownership investment requirement, supporting skin‑in‑the‑game alignment .
- Attendance: Board/committee attendance met the ≥75% threshold in 2024; strong meeting cadence and independent chair structure with regular executive sessions .
- Related‑party oversight: Policies for related‑person transactions and regulatory compliance are explicit, with ordinary banking relationships disclosed as arm’s‑length; no Coffin‑specific related transactions identified .
- Watch items / red flags:
- Annual meeting absence: Coffin did not attend the 2024 annual meeting of shareholders, while all directors attended in 2023; persistent absence could raise engagement concerns if it recurs .
- Ownership is modest: Direct beneficial ownership is 775 shares (0.01% of class), though additional stock unit balances exist under the Directors Plan .
Overall, Coffin’s independence, dual committee roles, and full equity deferral support alignment and board effectiveness; the missed 2024 annual meeting is a minor engagement blemish to monitor, and low direct ownership is partially offset by Directors Plan stock units .
Appendices
Committee Roster and Meeting Cadence (2024)
| Committee | Chair | Members | Meetings (2024) |
|---|---|---|---|
| Audit | Jill Bourland | Melinda M. Coffin; Sarah R. Opperman (Ex-officio); Chad R. Payton | 6 |
| Compensation & Human Resource | Chad R. Payton | David B. Behen; Melinda M. Coffin; Sarah R. Opperman (Ex-officio); Vicki L. Rupp | 6 |
| Nominating & Corporate Governance | Dr. Jeffrey J. Barnes | Jill Bourland; Sarah R. Opperman (Ex-officio) | 3 |
Shareholder Vote Outcomes (2025 Annual Meeting)
- Election of directors (all nominees elected to terms ending 2028): McDonnell, Opperman, Payton, Sackett; with broker non‑votes noted per standard practice .
- Auditor ratification: Plante & Moran, PLLC ratified for 2025 .
Director Compensation Plan Mechanics
- Directors Plan requires at least 25% of fees invested in stock; deferrals convert to stock units quarterly and distribute in shares at retirement; dividends accrue on stock units; funded in part via a Rabbi Trust subject to general creditor claims .