CHFC 2017 Annual Report

Item 9B. Other Information. Item5.02Departure ofDirectors orCertainOfficers; ElectionofDirectors;Appointment ofCertainOfficers;Compensation Arrangements of Certain Officers. Given the timing of the following events, the following information is included in this Annual Report on Form 10-K pursuant to Item 5.02 of Form 8-K, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers" in lieu of filing a Form 8-K. Appointment of Principal Accounting Officer On February 27, 2018, our board of directors appointed Kathleen S. Wendt as Chief Accounting Officer of the Corporation. In this role, she will serve as our principal accounting officer, a role previously held by Dennis L. Klaeser, our ExecutiveVice President and Chief Financial Officer. Ms. Wendt will report to Mr. Klaeser. Ms. Wendt, age 44, has served as Executive Vice President and Chief Accounting Officer of the Corporation since October 2017. Ms. Wendt served as Chief Accounting Officer and an Executive Managing Director of Talmer Bancorp, Inc. from June 2011 until its merger with the Corporation on August 31, 2016. She served as First Senior Vice President and Chief Accounting Officer of Chemical Bank following the merger with Talmer Bancorp, Inc. until March 2017. Ms. Wendt is a certified public accountant with experience in financial reporting, accounting policy and the management of controls over financial reporting. Ms. Wendt served in a number of positions with Comerica Incorporated, a financial institution with more than $60 billion in total assets, from May 2003 until June 2011, including as Senior Vice President, Director of External Reporting and Senior Vice President, Director of Accounting Policy and Financial Procedures and Controls. Before that, Ms. Wendt served as an Assurance Manager at PricewaterhouseCoopers located in Chicago, Illinois and Zurich, Switzerland. Ms. Wendt is a member of the Executive Leadership Team and the Senior Leadership Team of Chemical Bank. Adoption of Annual Cash Incentive Plan On February 27, 2018, based on the recommendation of our Compensation and Pension Committee (the “Compensation Committee”), our board of directors approved the Chemical Financial Corporation Executive Annual Incentive Plan (the “annual Incentive Plan”). Under the Annual Incentive Plan, each year, the Committee will select key performance objectives from a set of key measurable performance goals which include, but are not limited to, the following items (each, a “Performance Measure” and collectively, the “Performance Measures”), which will be used to determine the actual cash incentive payment to be awarded to participants in the plan upon the achievement of the Performance Measures: • Cash earnings; • Cash earnings per share (reflecting dilution of the Company’s common stock as the Committee deems appropriate and, if the Committee so determines, net of or including dividends); • Cash earnings return on equity; • Cash flow; • Cash flow return on capital; • Customer satisfaction, satisfaction based on specified objective goals or a Company-sponsored customer survey; • Deposit growth; • Economic value added measurements; • Efficiency ratio; • Employee turnover; • Expense or cost levels; • Interest income; • Loan growth; • Margins; • Market share or market penetration with respect to specific designated products or services, product or service groups and/or specific geographic areas; • Net income (before or after taxes, interest, depreciation, and/or amortization); • Net income per share; • Net interest income; • Noninterest income; • Operating efficiency; • Operating income; 165