Isabella Bank (ISBA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 5, 2026, to elect directors, approve executive compensation, adopt an employee stock purchase plan, and ratify the external auditor.

• Shareholders of record as of March 13, 2026, are entitled to vote on these matters, with voting available online, by phone, mail, or during the virtual meeting.

• The Board recommends voting in favor of all proposals, including director nominees, executive compensation, the ESPP, and auditor ratification.

Voting matters and shareholder proposals

• Five director nominees are up for election: four for terms ending in 2029, one for a term ending in 2027.

• Advisory, non-binding vote on executive compensation (say-on-pay) is included.

• Proposal to approve the 2025 Employee Stock Purchase Plan (ESPP) for up to 200,000 shares.

• Ratification of Plante & Moran, PLLC as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 23, 2026, for inclusion.

Board of directors and corporate governance

• The Board consists of 11 members, divided into three staggered classes.

• Majority of directors are independent under Nasdaq rules; separate Chairperson and CEO roles.

• Board committees include Audit, Nominating and Corporate Governance, and Compensation and Human Resource, all with independent chairs.

• Board met 15 times in 2025; all directors attended at least 75% of meetings.