David Ramaker
About David B. Ramaker
Independent director since August 2020 (age 69). Former Chairman, President and CEO of Chemical Financial Corporation and Chemical Bank with nearly four decades in commercial banking; holds a bachelor’s degree in finance with a minor in accounting from Southern Methodist University. Serves as Audit Committee financial expert; currently chairs the Governance & Nominating Committee and is a member of the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chemical Financial Corporation & Chemical Bank | Chairman, President & CEO | 2006–2016 (Chairman); President & CEO 2001–Jun 2017 | Led a publicly traded financial company through growth and merger; extensive governance and banking leadership |
| Chemical Bank | Vice President, Commercial Lending | Joined 1989 | Built commercial lending expertise; platform for subsequent executive leadership |
| Various Texas financial institutions | Banking roles | 1977–1989 | Diverse banking experience across functions and institutions |
External Roles
- No current public company directorships disclosed in the proxy; biography lists prior leadership at Chemical Financial/Bank but no external board seats at present .
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Governance & Nominating | Chair | 4 | Oversees director selection, committee composition, board evaluations, and ESG oversight |
| Audit | Member | 4 | Designated Audit Committee financial expert by the Board |
| Compensation | Member | 7 | Reviews and recommends executive and director pay policies; engages independent consultants as needed |
- Independence: Board determined all directors other than the CEO are independent under NASDAQ/SEC rules (includes Ramaker) .
- Attendance: All directors attended at least 78% of Board and committee meetings in 2024; Board held 8 meetings .
- Executive sessions: Independent directors hold at least two per year; facilitated by Michael S. Davenport (Executive Session Facilitator) .
- Leadership structure: Separate independent Chairman and CEO; active independent committee chairs .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $37,550 |
| Stock Awards | $41,021 |
| Total | $78,571 |
- Director compensation structure: Single annual retainer; 50% paid in shares at the annual meeting date; 50% cash in quarterly installments; no meeting fees; fourth-quarter cash withheld if attendance <85% .
- Role-based annual retainer values:
- Governance & Nominating Chair retainer: $65,300 (Jan 1, 2024); $82,100 (Jun 1, 2024); $82,100 (Jan 1, 2025) .
- Directors may defer up to 100% of cash retainer under the Bank’s Deferred Compensation Plan; interest credited monthly at the Wall Street Journal prime rate; directors became eligible for Deferred Compensation Plan #2 effective Jan 1, 2025 .
Performance Compensation
| Instrument | 2024 Availability | Notes |
|---|---|---|
| Cash bonus | None | Directors compensated via retainer; no bonus plan disclosed |
| Stock options | None | No option awards granted; none outstanding for directors as of Dec 31, 2024 |
| Performance share units | None | Director equity consists of retainer-paid stock awards; performance metrics apply to executive officers, not directors |
Other Directorships & Interlocks
- No compensation committee interlocks; no member (including Ramaker) had relationships requiring Item 404 disclosure in 2024 .
- Related-party policy: Audit Committee reviews/approves Item 404 transactions; ordinary-course loans to insiders conducted on market terms and normal risk standards .
Expertise & Qualifications
- Audit Committee financial expert designation (SEC definition) .
- Deep banking governance, risk oversight, and executive leadership experience from leading a publicly traded bank .
- Skills matrix alignment: Board reports strong coverage in accounting/finance, risk management, regulatory/governance—areas aligned with Ramaker’s background .
Equity Ownership
| Metric | Value | As Of |
|---|---|---|
| Beneficial ownership (shares) | 12,568 | Mar 17, 2025 |
| Percent of class | <1% | Mar 17, 2025 |
- Anti-hedging/short-sale ban; pledging requires prior Governance & Nominating Committee approval under Insider Trading Policy; no pledging disclosed for Ramaker .
Governance Assessment
- Board effectiveness: Governance & Nominating Chair role positions Ramaker at the center of board composition, evaluations, and ESG oversight—positive signal for process rigor and oversight breadth .
- Financial oversight: Audit membership with “financial expert” status supports strong financial reporting and audit oversight credibility .
- Independence and engagement: Independent status, multi-committee service, and minimum 78% attendance threshold met at the board level; independent-led executive sessions reinforce checks-and-balances .
- Alignment: Partial retainer paid in stock, ownership of 12,568 shares, and anti-hedging/pledging policy indicate baseline alignment; directors can further align via deferrals under the plan .
- Potential conflicts: Ordinary-course insider lending at market terms; no Item 404 related-party issues flagged for compensation committee; Section 16 filings timely—no compliance red flags noted .
- Shareholder sentiment: Strong say‑on‑pay support (96.1% approval in 2024) indicates investor confidence in compensation oversight frameworks that Ramaker helps steward via committee roles .
RED FLAGS: None disclosed specific to Ramaker. No related‑party transactions requiring Item 404 disclosure; no director options or repricings; hedging prohibited and pledging restricted .