[Form 4] INDEPENDENT BANK CORP /MI/ Insider Trading Activity
Independent Bank Corporation (IBCP) Form 4 discloses that director Christina Keller was credited with phantom stock units under the company's Deferred Compensation and Stock Purchase Plan for Non-Employee Directors. On 08/15/2025, 180.28 phantom units were granted (credited as 180.28 underlying common shares at $31.11 per share), and on 10/01/2025 an additional 717.31 units were credited (credited as 717.31 underlying common shares at $27.88 per share). The reported post-transaction beneficial ownership totals 22,469.05 common shares. The phantom units are to be settled in common stock upon the reporting person's retirement as a director and were accrued under the deferred compensation plan; one accrual formula is based on dividing the accrual amount by 90% of fair market value on the deferral effective date.
- Director compensation aligned with shareholders via phantom stock units that settle in common stock upon retirement
- Clear disclosure of unit amounts, underlying share equivalents, and the plan formula (division by 90% of FMV) providing transparency
- Future dilution potential when phantom units are settled in common stock upon retirement
- No immediate cash or tax clarity in the filing about timing of settlement beyond 'upon retirement', leaving the timing of share issuance unspecified
Insights
TL;DR: Director received deferred-compensation phantom stock units that convert to common shares at retirement; impact is typically modest and non-cash today.
The Form 4 shows non-derivative economic compensation for a director recorded as phantom stock units rather than an immediate cash payout. These grants increase the director's future equity interest that will be settled in common stock upon retirement, adding alignment between management and shareholders without immediate dilution or cash expense. The disclosed share equivalents (totaling ~898 units across two grants) are precise and priced in the filing; the current beneficial ownership reported is 22,469.05 shares. For investors, this is a routine director compensation disclosure rather than a material corporate event.
TL;DR: Use of phantom stock in a director deferred-compensation plan is a standard governance mechanism to align interests and defer taxation.
The filing clarifies plan mechanics: units accrue under the Deferred Compensation and Stock Purchase Plan for Non-Employee Directors and settle in common stock at retirement. The formula note (division by 90% of fair market value) is an explicit plan detail affecting unit counts. This structure supports director retention and alignment but creates a future settlement obligation in shares. The disclosure is clear and complies with Section 16 reporting requirements; there is no indication of acceleration, cash payments, or changes to plan terms in this filing.