Isabella Bank (ISBA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2025, to elect four directors and ratify the appointment of the independent auditor.

• Board recommends voting FOR all director nominees and auditor ratification.

• Shareholders of record as of March 14, 2025, are entitled to vote; one vote per share.

• Voting available by mail, phone, or online; quorum requires majority of shares represented.

Voting matters and shareholder proposals

• Four directors nominated for three-year terms: Neil M. McDonnell, Sarah R. Opperman, Chad R. Payton, and Brian R. Sackett.

• Ratification of Plante & Moran, PLLC as independent registered public accounting firm for 2025.

• Shareholder proposals for the 2026 meeting must be received by November 25, 2025, for inclusion.

Board of directors and corporate governance

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

• Recent changes: retirements and new appointments in 2024 and 2025.

• Majority of directors are independent per Nasdaq standards; separate Chairperson and CEO roles.

• Board committees: Audit, Nominating and Corporate Governance, Compensation and Human Resource.

• All committee chairs are independent; regular executive sessions held.

• Code of Conduct and Business Ethics adopted and available online.