Vicki Rupp
About Vicki L. Rupp
Independent director of Isabella Bank Corporation since 2019; age 65 as of the 2025 proxy. Retired from The Dow Chemical Company after a 35-year career, culminating as Corporate Director of Business Services; currently owner of Vicki Rupp Consulting focused on operational improvements. External engagement includes service on the Saginaw Valley State University Foundation Executive Committee and prior service on the SVSU Board of Control (2014–2023), including Board Chair and Presidential Search Team Chair in her final two years. Core credentials emphasize operations, strategic development, and community service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Corporate Director of Business Services; 35-year career across specialty R&D, EHS, global corporate services, M&A implementation, organizational management | c. 35 years | Senior corporate operations leadership; strategic development emphasis |
| Vicki Rupp Consulting | Owner | Not disclosed | Advisory for operational improvements |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saginaw Valley State University Foundation | Executive Committee member | Current | University foundation governance |
| Saginaw Valley State University Board of Control | Trustee; Board Chair; Presidential Search Team Chair | 2014–2023 (Chair roles in last 2 years) | Board leadership; executive search leadership |
Board Governance
- Committee assignments: Member, Compensation and Human Resource Committee (not chair). 2025 committee roster lists Rupp on Comp & HR alongside Behen, Coffin, Opperman (ex-officio) and chair Payton .
- Independence: Determined independent under Nasdaq standards (along with most non-management directors) .
- Attendance and engagement: Board met 14 times in 2024; each director participated in ≥75% of aggregate board/committee meetings. Directors are encouraged to attend annual meetings; all directors attended the 2024 annual meeting except Ms. Coffin (implying Rupp attended). In 2023, no director attended less than 75%, and all directors attended the annual meeting .
- Board structure and executive sessions: Independent Chair separate from CEO; independent directors meet without insiders at least twice per year .
Fixed Compensation
| Year | Fees paid in cash ($) | Fees deferred under Directors Plan ($) | All other compensation ($) | Total fees ($) |
|---|---|---|---|---|
| 2023 | 6,550 | 44,800 | — | 51,350 |
| 2024 | 22,000 | 22,000 | 3,504 | 47,504 |
- Policy context: Annual retainer $40,000 for non-employee directors; Chair +$15,000; Audit Chair +$8,000; Nominating Chair +$1,000; Compensation & HR Chair +$4,000 (Rupp is not chair) .
- Directors Plan: Directors must invest at least 25% of board fees into ISBA common stock via deferred stock units or DRIP; distributions occur in shares at or after Board retirement; dividends accrue on stock units .
Performance Compensation
Directors do not receive performance-linked PSUs/options; equity exposure arises from fee deferrals into stock units under the Directors Plan (no separate performance metrics for director equity). Distribution is in stock only; no cash settlement .
| Metric | 2023 | 2024 |
|---|---|---|
| Stock units credited to Rupp’s Directors Plan account (#) | 3,064 | 4,119 (as of 3/14/2025) |
| Directors Plan investment requirement | ≥25% of fees invested in ISBA stock | ≥25% of fees invested in ISBA stock |
| Distribution form | Shares of ISBA common stock (restricted) | Shares of ISBA common stock (restricted) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Saginaw Valley State University Foundation | Non-profit/academic | Executive Committee | Current role |
| SVSU Board of Control | Non-profit/academic | Board Chair; Presidential Search Team Chair | Leadership roles in final two years of 2014–2023 tenure |
| Other public company boards | Public | — | No public-company directorships disclosed in biographical summary |
Expertise & Qualifications
- Operations and strategic development expertise from 35-year Dow career and consulting practice .
- Community and academic governance experience (SVSU Foundation, Board of Control) .
- Independent director under Nasdaq standards; positioned on compensation oversight (Comp & HR Committee) .
Equity Ownership
| As-of Date | Beneficially Owned Shares (#) | Percent of Class | Notes |
|---|---|---|---|
| 3/15/2024 | 5,224 | 0.07% | SEC definition of beneficial ownership applies |
| 3/14/2025 | 5,296 | 0.07% | SEC definition of beneficial ownership applies |
| Stock units credited (#) | 3,064 (as of 3/15/2024) | — | Deferred units accrue dividends; settled in stock at distribution |
| Stock units credited (#) | 4,119 (as of 3/14/2025) | — | Units outstanding under Directors Plan |
- Pledging/hedging: No pledging disclosures specific to Rupp; Directors Plan distributions are in stock and held via a Rabbi Trust funded to settle plan obligations (trust assets remain subject to creditors) .
Governance Assessment
- Independence and committee role: Independent director with seat on Compensation & HR Committee—positive for compensation governance oversight and independent challenge .
- Attendance and engagement: Met attendance standards in 2023 and 2024; attended annual shareholder meetings (2023 all directors; 2024 all except Coffin), supporting investor-facing engagement .
- Ownership alignment: Maintains beneficial ownership (~0.07%) and continues to build equity exposure via required stock unit deferrals—alignment with shareholder outcomes .
- Related-party and conflicts: Company policies and Audit Committee oversight for related-person transactions; ordinary-course director/officer banking relationships on market terms with no nonaccrual/past-due/problem loans as of proxy date—no specific conflicts flagged for Rupp .
- Red flags: One late Section 16(a) filing reported for multiple directors in 2023, including Rupp—administrative compliance lapse but not indicative of trading impropriety by itself; no similar lapse noted in 2024/2025 .
Insider Trades
| Item | Date/Period | Detail |
|---|---|---|
| Section 16(a) late filing | 2023 | One late report filed for Rupp related to a director fee purchase under the Directors Plan (January 2023; part of broader late filings across several directors) |
Notes: No individual Form 4 transaction details disclosed in the proxy; Directors Plan transactions are periodic conversions of fees into stock units .