Peggy Wheeler
About Peggy Wheeler
Peggy L. Wheeler (age 65) is Chief Operations Officer (COO) of Isabella Bank and has been employed by the Bank since 1977, with 47+ years of banking experience spanning customer service, accounting, Controller, and Senior Vice President of Operations . She holds a bachelor’s degree from Central Michigan University and graduated from the Graduate School of Banking at the University of Wisconsin; she also completed Dale Carnegie leadership programs and the Rollie Denison Leadership Program . Corporate performance indicators used in executive incentive programs include net income (2022–2024) and total shareholder return (TSR) in earlier years, with ISBA’s compensation “actually paid” disclosures tying outcomes to net income and TSR trends .
Corporate performance context (FY 2022–FY 2024)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $13.666* | $13.827* | $14.576 |
| Net Income ($USD Millions) | $22.238 | $18.167 | $13.889 |
- Values retrieved from S&P Global (asterisk denotes no embedded citation).
| Pay-versus-performance TSR index (value of initial fixed $100 investment) | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR ($) | 131 | 127 | 119 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Isabella Bank | Chief Operations Officer | 2018–present | Leads operations across banking functions; continuity and operational resilience |
| Isabella Bank | Senior Vice President of Operations | Not disclosed | Oversight of bank operations; process improvement |
| Isabella Bank | Controller | Not disclosed | Financial controls and accounting leadership |
| Isabella Bank | Accounting and Customer Service positions | Not disclosed | Ground-up operational experience across front/back office |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mt. Pleasant Area Community Foundation | Board member; Chair of grant review committee | Not disclosed | Community capital allocation; regional engagement |
| Michigan Bankers Association Service Corporation | Board member | Not disclosed | Industry network; vendor oversight |
| RISE Advocacy | Board member | Not disclosed | Community advocacy; reputational capital |
Fixed Compensation
- Recent proxy Summary Compensation Tables list CEO, CFO, and Bank President as NEOs; Wheeler (COO) is not a named executive officer in 2023–2025, and her current cash compensation is not disclosed .
- Historical disclosure (2015–2017) shows her as Senior Vice President & COO with the following compensation:
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Change in Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2017 | 142,160 | 11,223 | — | 24,000 | 14,172 | 191,555 |
| 2016 | 138,020 | 9,481 | — | 29,518 | 14,635 | 191,654 |
| 2015 | 126,395 | 8,119 | — | (8,000) | 14,762 | 141,276 |
Performance Compensation
Plan architecture applicable to executive officers and key employees (company-wide; individual COO-specific metrics/awards not disclosed):
| Plan | Eligibility | Max Award | Metrics | Vesting / Payout Terms |
|---|---|---|---|---|
| Executive Cash Incentive Plan | President & CEO, Bank President, CFO (exec plan) | 22–35% of salary (2024–2025); 20–30% (2022–2023) | Personal and corporate goals; net income among measures | Annual cash payouts; subject to clawback |
| Restricted Stock Plan (RSP) | Executive officers and key employees | Up to 25–40% of salary | Performance targets set by Board; 2023 performance goals not met (no grants for NEOs) | Restricted stock; typically 3-year vesting; full vesting upon change in control under conditions |
| SERP (Supplemental Executive Retirement Plan) | Select group of management/highly compensated employees | Participant-specific credits via agreements | Not performance “metrics” per se; vesting subject to retirement/termination conditions | 100% vesting at retirement, involuntary termination without cause, death, disability, or change in control; clawback applies to credits granted on/after policy effective date [content.edgar-online 8‑K 04/01/2024] |
Clawback policy was adopted March 26, 2024, and incorporated into SERP, Executive Cash Incentive Plan, and RSP for performance-based compensation granted/paid on or after January 1, 2024 [content.edgar-online 8‑K 04/01/2024].
Equity Ownership & Alignment
- Individual beneficial ownership (shares, vested/unvested) for Wheeler is not disclosed in 2023–2025 proxy ownership tables, which list directors/NEOs only .
- Insider trading policy exists and applies to directors, executive officers, and designated individuals; filed as Exhibit 19 to the 2024 10‑K (incorporating March 25, 2025 proxy by reference). Policy text and specific anti‑hedging/anti‑pledging provisions are not detailed in the proxy; pledge/hedge restrictions are not disclosed .
- Director ownership requirements via the Directors Plan require investing at least 25% of board fees in ISBA stock; this applies to directors, not officers who are not directors .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Change-in-control agreements | None in place for executive officers | Company explicitly states no CIC agreements |
| SERP vesting & payments | 100% vested upon normal retirement, retirement, involuntary separation without cause, death, disability, or change in control; lump-sum payment within ~90 days of trigger (subject to specified employee six-month delay) | Participant agreements define credits and terms; restrictive covenants (non‑compete/other) included |
| RSP treatment on CIC | Participants become 100% vested; nonvested shares fully vest if terminated without cause or resign for good reason after CIC | Illustrative vesting quantified for NEOs (Schwind, Schaefer, McDonnell) |
| Clawback | Applies to incentive-based compensation tied to financial reporting measures; integrated into SERP, Cash Plan, and RSP as of 2024 [content.edgar-online 8‑K 04/01/2024] | Aligns with Nasdaq clawback listing standards [content.edgar-online 8‑K 04/01/2024] |
| Ownership guidelines | Not disclosed for officers in proxy; directors have stock fee investment requirement | Pledging/hedging rules not disclosed in proxy |
Governance & Shareholder Feedback
- Compensation & Human Resource Committee: Independent directors Behen, Coffin, Opperman (ex‑officio), Payton (chair), and Rupp; met six times in 2024; oversees exec pay programs, risk management, CEO succession .
- Say-on-pay (2023): Approved, with votes For 3,325,197; Against 312,211; Abstain 143,256; Broker non‑votes 689,987. Say-on-frequency: “Every three years” received 2,824,750 votes .
Performance & Track Record (Company context during Wheeler’s tenure)
- Net income declined over 2022–2024 ($22.238M → $18.167M → $13.889M), a trend explicitly used in pay-versus-performance disclosure .
- TSR index also decreased during 2022–2024 (131 → 127 → 119), reinforcing a modestly negative shareholder return trend in the period used to evaluate incentive alignment .
Risk Indicators & Red Flags
- No litigation, investigations, or related-party controversies disclosed regarding Wheeler personally in the reviewed filings; company notes routine director/officer loans at ordinary-course terms .
- No executive CIC agreements; CIC accelerations are governed by SERP/RSP terms (double-trigger applicable for full vesting of nonvested equity) .
- Insider trading policy exists, but explicit anti‑pledging/hedging disclosure is not provided in proxy/10‑K text reviewed .
Investment Implications
- Transparency gap: Wheeler’s current pay mix and actual incentive payouts are not disclosed (non‑NEO), limiting granular pay-for-performance assessment at the individual level . Company-level incentives hinge on net income and, historically, TSR; 2023 equity awards for NEOs did not vest due to unmet goals, signaling tighter performance screens that likely extend to broader executive grants under RSP .
- Alignment controls: Adoption of a clawback policy across SERP, cash incentives, and RSP enhances compensation risk mitigation; absence of CIC agreements curbs automatic severance multipliers, while SERP/RSP double-trigger vesting could still elevate exit costs during M&A [content.edgar-online 8‑K 04/01/2024] .
- Retention/continuity: Wheeler’s 47+ year tenure and operational depth underpin institutional knowledge; however, lack of disclosed officer ownership guidelines and pledging prohibitions reduces visibility into “skin-in-the-game” alignment and potential selling pressure indicators .
- Trading signals: Form 4 data for Wheeler could not be retrieved via the insider-trades tool during this review; without insider transaction detail or pledged-share disclosure, no near-term selling pressure signal can be inferred from filings [Read attempt noted; no accessible Form 4 data].