Sarah Opperman

About Sarah R. Opperman

Sarah R. Opperman (age 65) has served as a director of Isabella Bank Corporation and Isabella Bank since 2012 and as independent Chair of both boards since May 2021. She spent 28 years at The Dow Chemical Company in executive leadership roles in public and government affairs, and served as interim President & CEO of the Midland Business Alliance in 2018. The company’s governance policy requires the chair to be an independent director; the board maintains a separate CEO/Chair structure with Opperman as Chair and Jerome E. Schwind as CEO . She sits on the Central Michigan University Advancement Board, the Herbert H. and Grace A. Dow Foundation Board, and the Michigan Baseball Foundation Board .

Past Roles

External Roles

Board Governance

• Leadership and independence
  • Independent Chair; CEO/Chair roles are separated by policy; only independent directors may serve as chair; independent directors meet in executive session at least twice per year .
  • Board is staggered (classified), with three-year terms; Opperman is nominated for a new term ending in 2028 .
• Committees and roles
  • Opperman serves ex-officio on all standing committees (Audit; Nominating & Corporate Governance; Compensation & Human Resource) while remaining Board Chair .
  • Committee chairs: Audit – Jill Bourland; Nominating & Corporate Governance – Dr. Jeffrey J. Barnes; Compensation & HR – Chad R. Payton .
• Attendance and engagement
  • The Board met 14 times in 2024; each director participated in at least 75% of board and committee meetings for which they served; all directors attended the 2024 annual meeting except Ms. Coffin .
• Committee activity (2024)
  • Audit Committee (6 meetings); all designated members independent; two members designated “Audit Committee Financial Expert” (Bourland and Payton) .
  • Nominating & Corporate Governance Committee (3 meetings); members independent .
  • Compensation & Human Resource Committee (6 meetings); members independent; also designated “non-employee directors” under Rule 16b-3 .

Fixed Compensation

Notes:

• Directors electing to receive all fees in cash must invest at least 25% of board fees in ISBA common stock under the DRIP Plan or defer into stock units under the Directors Plan .

Performance Compensation

• Equity vehicle and vesting/distribution
  • Directors may defer fees into stock units of ISBA common stock; stock units receive dividends and are distributed in ISBA shares after board service ends (no cash settlement) .
  • The company maintains a Rabbi Trust to fund the Directors Plan (held 142,535 ISBA shares as of 12/31/24; net 2024 cost $168,465) .

Other Directorships & Interlocks

• Related-party/ordinary-course transactions: The company reports ordinary-course banking relationships with directors/officers and their affiliates on market terms; total loans to these customers were ~$2.951M as of 12/31/24; none were nonaccrual/past due/restructured/potential problem loans as of the proxy date; no family relationships among directors/officers disclosed .

Expertise & Qualifications

• Leadership and stakeholder engagement: 28 years in public and government affairs at Dow; interim CEO of Midland Business Alliance (2018) .
• Board leadership: Independent Chair since May 2021; separate Chair/CEO structure emphasizes oversight .
• Audit expertise designation: Not designated as an Audit Committee Financial Expert (designation granted to Bourland and Payton) .

Equity Ownership

Notes:

• Form 4 reports show post-transaction direct ownership in 2024–2025 ranging ~22.5K–24.0K shares; methodology and timing differ from proxy beneficial ownership snapshot (e.g., distribution constraints for director stock units), so figures are not directly comparable .

Insider Trades (Form 4)

Director Compensation Structure Analysis

• Mix and trends: Opperman’s total director compensation increased modestly from $59,500 in 2023 to $61,647 in 2024, driven by dividend accruals on stock units; cash retainer reflects standard $40,000 director retainer plus $15,000 chair retainer in both years .
• Equity alignment: Mandatory equity exposure (minimum 25% of fees in stock under DRIP or full deferral into stock units) strengthens alignment; stock units distribute in shares only (no cash) upon separation from the board .
• External signals: Regular open-market purchases in 2024 and January 2025 augment alignment (see Insider Trades table above).

Potential Conflicts and Related-Party Exposure

• No family relationships among directors/officers disclosed .
• Ordinary-course loans with directors/officers and related entities are reported to be on market terms; as of 12/31/24, ~$2.951M outstanding to these customers; none categorized as nonaccrual/past due/restructured/potential problem loans as of the proxy date .
• Policies require Audit Committee/Board review of related-person transactions >$120,000, considering fairness, independence, and potential conflicts .

Other Governance Disclosures

• Board attendance: 14 meetings in 2024; each director met the 75% participation threshold; independent director executive sessions at least twice per year .
• Auditor oversight: Audit Committee recommended inclusion of audited financials in 2024 Form 10-K and appointed Plante & Moran, PLLC for the 2025 audit .

Governance Assessment

• Positives
  • Independent Chair, separate from CEO; formal executive sessions for independent directors enhance oversight .
  • Mandatory equity exposure (DRIP/Directors Plan) plus consistent open-market purchases indicate alignment with shareholders .
  • Robust committee structure with independent chairs and active meeting cadence (Audit 6; Comp 6; N&CG 3 in 2024) .
• Watch items
  • Staggered (classified) board may limit shareholder ability to effect near-term board changes—a potential governance concern for some investors .
  • Board Chair serving ex-officio on all committees concentrates influence in the Chair role; mitigated by independent committee chairs and membership .
• Red flags observed: None material disclosed—no related-party problem loans, no family relationships, and no indications of hedging/pledging or option repricing in the proxy .

Appendix: Roles and Committee Summary

Leadership Confirmation: Sarah R. Opperman signed April 2025 award agreements as “Chair, Isabella Bank Corporation Board of Directors,” confirming current role .