UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
We are not aware of any other business to come before the annual meeting. 2022.
![]() Jeffrey C. Smith Chairman ![]() | ||
Effingham, Illinois
March 23, 2020
21, 2022
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | | | ||
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We are using the SEC notice and access rule that allows us to furnish our proxy materials over the Internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about March 23, 2020, we sent our shareholders by mail a notice containing instructions on how to access our proxy materials over the Internet and vote online. The notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.
appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2020.2022. These matters are more fully described in this proxy statement.
2022.
On March 9, 2020,4, 2022, the record date, there were 24,420,88922,289,012 shares of common stock issued and outstanding. Therefore, at least 12,210,445 shares needoutstanding and entitled to be represented in order to constitute a quorum. vote.
shareholders within 20 days after the record date at the Company'sCompany’s office located at 1201 Network Centre Drive, Effingham, Illinois 62401.
In order to
meeting of shareholders.
Directors | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
Jeffrey C. Smith | | | | | | X | | | X | |
Jeffrey G. Ludwig | | | | | | | | | | |
R. Dean Bingham | | | | | | | | | | |
Jennifer L. DiMotta | | | | | | | | | X | |
Deborah A. Golden | | | | | | Chair | | | X | |
Jerry L. McDaniel | | | X | | | | | | Chair | |
Jeffrey M. McDonnell | | | X | | | | | | | |
Dwight A. Miller | | | | | | | | | | |
Richard T. Ramos | | | Chair | | | X | | | | |
Robert F. Schultz | | | | | | | | |||
Meetings Held in 2021 | | | 8 | | | 4 | | | 4 | |
Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | |||
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John M. Schultz | | | X | |||
Jennifer L. DiMotta | X | |||||
Deborah A. Golden | | Chair | X | |||
Jerry L. McDaniel | X | |||||
Jeffrey M. McDonnell | X | | | |||
Dwight A. Miller | ||||||
Richard T. Ramos | Chair | X | | |||
Robert F. Schultz | ||||||
Jeffrey C. Smith | | X | Chair | |||
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Meetings Held in 2019 | 4 | 4 | 4 |
Audit Committee. Our Audit Committee currently consists of Richard T. Ramos (Chair), Jerry L. McDaniel, and Jeffrey M. McDonnell. Our board of directors has evaluated the independence of the members of our Audit Committee and has affirmatively determined that: (i) each of the members of our Audit Committee meets the definition of "independent director"“independent director” under Nasdaq Stock Market rules; (ii) each of the members satisfies the additional independence standards under Nasdaq Stock Market rules and applicable SEC rules for audit committee service; and (iii) each of the members has the ability to read and understand fundamental financial statements. In addition, our board of directors has determined that Mr. Ramos has the required financial sophistication due to his experience and background, which Nasdaq Stock Market rules require at least one such Audit Committee member have. Our board has determined that Mr. Ramos also qualifies as an "audit“audit committee financial expert,"” as that term is defined under applicable SEC rules.
appropriate incentives for our executive officers and other employees and meets our corporate objectives;
board nominees and shareholder nominees included in the proxy statement. These criteria include the following attributes:
We anticipate holding our 20212023 annual meeting of shareholders on May 3, 2021.1, 2023. As a result, notice of nominations for directors to be elected at the 20212023 annual meeting of shareholders must be delivered to our Secretary no earlier than January 3, 2021,1, 2023, and no later than February 2, 2021.January 31, 2023. The shareholder'sshareholder’s notice to the Secretary must include: (a) the name and address of record of the nominating shareholder; (b) a representation that the nominating shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the persons specified in the notice; (c) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (d) a description of all arrangements or understandings between the nominating shareholder and each nominee and any other person (naming such person) pursuant to which the nominations are to be made by the nominating shareholder; (e) such other information regarding each nominee proposed by such nominating shareholder as is required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, as in effect; and (f) the consent of each nominee to serve as a director of the Company if so elected. Persons nominated for election to the board pursuant to this paragraph will not be included in our proxy statement.
statement, unless they are also submitted in accordance with the requirements described under “Other Shareholder Proposals,” below.
Board Diversity Matrix (As of March 1, 2022) | | ||||||||||||
Total Number of Directors | | | 10 | | |||||||||
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| | | Female | | | Male | | ||||||
Part I: Gender Identity | | | | | | | | | | | | | |
Directors | | | | | 2 | | | | | | 8 | | |
Part II: Demographic Background | | | | | | | | | | | | | |
African American or Black | | | | | — | | | | | | 1 | | |
Hispanic or Latino | | | | | — | | | | | | 1 | | |
White | | | | | 2 | | | | | | 5 | | |
Did Not Disclose Demographic Background | | | 1 | |
Name (a) | | | Fees Earned or Paid in Cash ($) (b) | | | Stock Awards(1) ($) (c) | | | Total ($) (h) | | |||||||||
R. Dean Bingham | | | | | 43,950 | | | | | | 29,300 | | | | | | 73,250 | | |
Jennifer L. DiMotta | | | | | 38,701 | | | | | | 25,800 | | | | | | 64,501 | | |
Deborah A. Golden | | | | | 35,551 | | | | | | 23,700 | | | | | | 59,251 | | |
Jerry L. McDaniel | | | | | 41,888 | | | | | | 27,925 | | | | | | 69,813 | | |
Jeffrey M. McDonnell | | | | | 26,550 | | | | | | 17,700 | | | | | | 44,250 | | |
Dwight A. Miller | | | | | 40,388 | | | | | | 26,925 | | | | | | 67,313 | | |
Richard T. Ramos | | | | | 52,576 | | | | | | 35,050 | | | | | | 87,826 | | |
Robert F. Schultz | | | | | 65,958 | | | | | | 43,972 | | | | | | 109,930 | | |
Jeffrey C. Smith | | | | | 73,717 | | | | | | 49,144 | | | | | | 122,860 | | |
Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards(1) ($) (c) | All Other Compensation(2) ($) (g) | Total ($) (h) | |||||||||
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Jennifer L. DiMotta | | 40,932 | | 31,051 | | 2,625 | | 74,609 | |||||
R. Robert Funderburg, Jr.(3) | 7,000 | 7,003 | — | 14,003 | |||||||||
Deborah A. Golden | | 37,039 | | 23,701 | | 1,750 | | 62,489 | |||||
Leon J. Holschbach | 35,306 | 24,677 | — | 59,983 | |||||||||
Jerry L. McDaniel | | 48,856 | | 26,640 | | 4,687 | | 80,184 | |||||
Jeffrey M. McDonnell | 28,038 | 17,689 | 1,750 | 47,476 | |||||||||
Dwight A. Miller | | 42,619 | | 26,934 | | 2,625 | | 72,178 | |||||
Richard T. Ramos | 54,807 | 35,057 | 2,625 | 92,489 | |||||||||
John M. Schultz | | 50,519 | | 31,663 | | 3,547 | | 85,729 | |||||
Robert F. Schultz | 64,119 | 36,419 | 4,437 | 104,976 | |||||||||
Jeffrey C. Smith | | 74,141 | | 66,823 | | — | | 140,964 |
Under our director compensation policy, in effect from our 2018 annual shareholder meeting through our 2019 annual shareholder meeting, nonemployee directors were provided with an annual retainer fee of $28,000 for service on the Company board and $14,000 for service on the Bank board. The Chairman of the Company board was entitled to an annual fee of $56,750 and the Chairman of the Bank board was entitled to an annual fee of $28,375. The Chair of the Audit Committee was entitled to an additional annual fee of $14,250, and other members of the Audit Committee were entitled to an additional annual fee of $6,000. The Chair of the Compensation Committee was entitled to an additional annual fee of $14,250, and other members of the Compensation Committee were entitled to an additional annual fee of $5,750. The Chair of the Nominating and Corporate Governance Committee was entitled to an additional annual fee of $5,750, and other members of the Nominating and Corporate Governance Committee were entitled to an additional annual fee of $3,750. The Chair of the Risk Policy & Compliance Committee was entitled to an additional annual fee of $14,250, and other members of the Risk Policy & Compliance Committee were entitled to an additional annual fee of $6,000. Members of the Capital Management and Mergers and Acquisitions Committee were entitled to an additional annual fee of $5,750. Members of the Asset/Liability Committee were entitled to an additional annual fee of $3,750. Directors who were members of the loan or trust committees of the Bank board were entitled to an additional annual fee of $29,000 and $3,750, respectively. Non-employee directors who also served on the board of Love Funding Corporation were entitled to an additional annual fee of $4,000.
Under our director compensation policy in effect from our 2019 annual shareholder meeting through our 2020 annual shareholder meeting, nonemployee directors are provided with an annual retainer fee of $22,052$22,050 for service on the Company board and $11,024$11,025 for service on the Bank board. The Chairman of the Company board is entitled to an annual fee of $44,692$44,691 and the Chairman of the Bank board is entitled to an annual fee of $22,344.$22,345. The Chair of the Audit Committee is entitled to an additional annual fee of $10,688, and other members of the Audit Committee are entitled to an additional annual fee of $4,500. The Chair of the Compensation Committee is entitled to an additional annual fee of $10,688, and other members of the Compensation Committee are entitled to an additional annual fee of $4,313. The Chair of the Nominating and Corporate Governance Committee is entitled to an additional annual fee of $4,313, and other members of the Nominating and Corporate Governance Committee are entitled to an additional annual fee of $2,813. The Chair of the Risk Policy & Compliance Committee is entitled to an additional annual fee of $10,688, and other members of the Risk Policy & Compliance Committee are entitled to an additional annual fee of $4,500. Members of the DCRC Committee are entitled to an additional annual fee of $10,875. Directors who were members of the trust committee of the Bank board were entitled to an additional annual fee of $2,813. Non-employee directors who
each of our markets.
| | | Name | | | Age | | | Position with the Company | | | Director Since | |
Class III Term expires 2025 | | | R. Dean Bingham | | | 57 | | | Director | | | 2020 | |
| Jerry L. McDaniel | | | 57 | | | Director | | | 2012 | | ||
| Jeffrey M. McDonnell | | | 58 | | | Director | | | 2015 | |
| | | Name | | | Age | | | Position with the Company | | | Director Since | |
Class I Term expires 2023 | | | Jennifer L. DiMotta | | | 48 | | | Director | | | 2018 | |
| Richard T. Ramos | | | 59 | | | Director | | | 2012 | | ||
| Jeffrey C. Smith | | | 60 | | | Chairman of the Board | | | 2005 | | ||
| Jeffrey G. Ludwig | | | 50 | | | President, Chief Executive Officer and Director | | | 2019 | | ||
Class II Term expires 2024 | | | Deborah A. Golden | | | 67 | | | Director | | | 2015 | |
| Dwight A. Miller | | | 69 | | | Director | | | 2012 | | ||
| Robert F. Schultz | | | 57 | | | Director | | | 2002 | |
Name | Age | Position with the Company | Director Since | ||||||
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CLASS I (Term Expiring 2023) | | | |||||||
Jennifer L. DiMotta | 46 | Director | 2018 | ||||||
Richard T. Ramos | | 57 | Director | | 2012 | ||||
Jeffrey C. Smith | 58 | Director, Chairman of the Bank | 2005 |
Name | Age | Position with the Company | Director Since | ||||||
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CLASS II (Term Expires 2021) | | | |||||||
Jeffrey G. Ludwig | 48 | President, Chief Executive Officer and Director | 2019 | ||||||
Deborah A. Golden | | 65 | Director | | 2015 | ||||
Dwight A. Miller | 67 | Director | 2012 | ||||||
Robert F. Schultz | | 55 | Director | | 2002 | ||||
CLASS III (Term Expires 2022) |
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John M. Schultz | | 68 | Chairman of the Board | | 1990 | ||||
Jerry L. McDaniel | 55 | Director | 2012 | ||||||
Jeffrey M. McDonnell | | 56 | Director | | 2015 |
All of our directors will hold office until the annual meeting of shareholders in the year indicated and their respective successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. Except as described below, thereThere are no arrangements or understandings with any of the nominees pursuant to which they have been selected as nominees or directors.
Leon J. Holschbach, Vice Chairman of the Company and the Bank and former President and Chief Executive Officer of the Company and the Bank, is retiring from the board of directors following expiration of his current term, which ends at the 2020 annual meeting of shareholders. Mr. Holschbach has been a valued presence within the Company's organization since he joined in 2007 as Chief Executive Officer. The Company appreciates the service of Mr. Holschbach to the Company.
than as described below, no nominee, continuing director or executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers.
Background. Mr. Schultz serves as the Chairman of the Company, a position he has held since 2006. Mr. Schultz previously served as the Chairman of the Bank from 2006 to 2017. Since 1986, Mr. Schultz has served as the Chief Executive Officer of Agracel, Inc., an industrial developer of facilities for manufacturing and high tech entities in small to midsized communities and is the author ofBoomtownUSA: The 71/2 Keys to Big Success in Small Towns. He also serves on the Board of Directors of Altorfer Inc., a privately held Caterpillar dealership headquartered in Cedar Rapids, Iowa, with several locations in Illinois, Iowa and Missouri, and is the past President of the Illinois State Universities Retirement System. Mr. Schultz received his B.S. in Entrepreneurism from Southern Methodist University and his M.B.A. from Harvard Business School. He is the brother of Robert F. Schultz, who is also a director of the Company and the Bank.
Skills and Qualifications. Our board considered Mr. Schultz's experience as the chief executive of a local business, his knowledge of and experience with real estate investment and development, his experience advising other companies in conducting business in small to midsized communities that are similar to those in our primary market areas, his experience as a trustee/director of other organizations and his knowledge of the business community in our central Illinois market area in determining that he should be a member of our board.
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Background. Mr. Ludwig serves as President and Chief Executive Officer of the Company, positions he has held since March 2018 and January 2019, respectively, and as Chief Executive Officer of the Bank since March 2018. Prior to those appointments, Mr. Ludwig served as Executive Vice President of the Company and the Bank since 2010, and also as Chief Financial Officer of the Company and the Bank from November 2006, when he joined the Company and the Bank, through November 2016 and from October 2017 until March 2018. Mr. Ludwig also previously served as President of the Bank from November 2016 until he was promoted to Chief Executive Officer of the Bank in March 2018. He serves on the Company's Executive Committee. Prior to joining the Company, Mr. Ludwig held the positions of Associate Director, Corporate Reporting, for Zimmer Holdings, Inc., an NYSE-listed company in Warsaw, Indiana, from 2005 to 2006; Director of Corporate Accounting for Novellus Systems, Inc., a Nasdaq-listed company in San Jose, California, from 2002 to 2005; and various positions, including Senior Manager—Audit & Advisory Services, for KPMG LLP in its banking practice in St. Louis, Missouri, from 1993 to 2000 and in its technology practice in Mountain View, California, from 2000 to 2002. Mr. Ludwig received his B.S. in Accounting from Eastern Illinois University.
Skills and Qualifications. Our board considered Mr. Ludwig's positions as President and Chief Executive Officer of the Company, his experience in executive officer roles within the Bank, and his long-standing relationships within the business community in determining that he should be a member of our board.
| Jeffrey C. Smith ![]() | | | Background. Mr. Smith serves as the Chairman of the Company, a position he has held since 2020, and as Chair of our Nominating and Corporate Governance Committee. He is a Principal and Managing Partner of Walters Golf Management, a golf club management company headquartered in St. Louis, Missouri, which manages a number of properties and offers turnkey management, construction management, acquisition, consulting, agronomics and remodeling/redecorating services. The company also has a revenue management business assisting facilities to improve annual green fee income through innovative software systems and methodologies. He has been with Walters Golf Management Group since 1996 and also serves on two not-for-profit philanthropic boards, The Greater St. Louis Golf Charities, and the Metropolitan Gold Foundation. Mr. Smith received his B.S. in Education from the University of Missouri. Skills and Qualifications. Our board considered Mr. Smith’s business experience, his management experience as the managing partner of a business and his knowledge of the business community in our St. Louis market area in determining that he should be a member of our board. | |
| Jeffrey G. Ludwig ![]() | | | Background. Mr. Ludwig serves as President and Chief Executive Officer of the Company, positions he has held since March 2018 and January 2019, respectively, and as Chief Executive Officer of the Bank since March 2018. Prior to those appointments, Mr. Ludwig served as Executive Vice President of the Company and the Bank since 2010, and also as Chief Financial Officer of the Company and the Bank from November 2006, when he joined the Company and the Bank, through November 2016 and from October 2017 until March 2018. Mr. Ludwig also previously served as President of the Bank from November 2016 until he was promoted to Chief Executive Officer of the Bank in March 2018. He serves on the Company’s Executive Committee. Prior to joining the Company, Mr. Ludwig held the positions of Associate Director, Corporate Reporting, for Zimmer Holdings, Inc., an NYSE-listed company in Warsaw, Indiana, from 2005 to 2006; Director of Corporate Accounting for Novellus Systems, Inc., a Nasdaq-listed company in San Jose, California, from 2002 to 2005; and various positions, including Senior Manager — Audit & Advisory Services, for KPMG LLP in its banking practice in St. Louis, Missouri, from 1993 to 2000 and in its technology practice in Mountain View, California, from 2000 to 2002. Mr. Ludwig received his B.S. in Accounting from Eastern Illinois University. Skills and Qualifications. Our board considered Mr. Ludwig’s positions as President and Chief Executive Officer of the Company, his experience in executive officer roles within the Bank, and his long-standing relationships within the business community in determining that he should be a member of our board. | |
Background. Mrs. DiMotta is Executive Vice President and Chief Marketing Digital Officer of MediaMarktSaturn, Europe's largest consumer electronics retailer. Prior to joining MediaMarkt in 2019, she was President of DiMotta Consulting LLC, a strategic eCommerce and digital marketing consulting firm, which she founded in 2017. Prior to launching her consulting business, Mrs. DiMotta served as Vice President Digital and Omnichannel of Bluemercury Inc., a cosmetics retailer, beginning in 2015, as Vice President eCommerce of Sports Authority, Inc., a sporting goods retailer, beginning in 2013, and as Senior Director of eCommerce of Office Depot, beginning in 2012, where she was responsible for developing those companies' eCommerce and digital marketing efforts. Mrs. DiMotta holds a B.A. in Criminal Justice from the University of Nebraska, and a Master's Degree in Leadership from Bellevue University.
Skills and Qualifications. Our board considered Mrs. DiMotta's more than 19 years' experience in leadership and management, business development, and information technology, including omnichannel strategies, in determining that she should be a member of our board.
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Background. Ms. Golden, who serves as Chair of our Compensation Committee, joined the Company's board in November 2015. Ms. Golden serves as Executive Vice President, General Counsel and Secretary of GATX Corporation, a NYSE-listed railcar leasing company, where she has been employed since 2006. She previously served as General Counsel of Midwest Generation, LLC, a power generation company, from 2004 to 2006; Assistant General Counsel, Office of the Governor, State of Illinois, from 2003 to 2004; in various executive legal positions at Ameritech Corporation from 1995 to 2001; and as a partner at Schiff, Hardin & Waite, where she began her legal career in 1984. Ms. Golden holds a B.A. from Boston College, a J.D. from Loyola University School of Law and an M.B.A. from Loyola University. She is a member of the Illinois Bar.
Skills and Qualifications. Our board considered Ms. Golden's experience as an executive of a publicly-traded company, her experience with commercial leasing, and her knowledge of corporate governance of publicly-traded companies in determining that she should be a member of our board.
Background. Mr. McDaniel is President of Superior Fuels, Inc., whose principal business was the wholesale supply of propane and petroleum products prior to the sale of these business lines and which now holds various real estate investments, a position he has held since 2007, and President of Dirtbuster Carwash LLC, which operates carwashes in Southern Illinois and Indiana. In addition to his ownership of these businesses, Mr. McDaniel is a principal in other businesses, including real estate development. Mr. McDaniel is a licensed pilot and serves on the board of the Southeastern Illinois Community Foundation. Prior to joining our board, Mr. McDaniel served as a director of another local community bank.
Skills and Qualifications. Our board considered Mr. McDaniel's experience in starting and running several local businesses, his broad investment experience and his prior service as a director of a community bank in determining that he should be a member of our board.
| R. Dean Bingham ![]() | | | Background. Mr. Bingham has served on the board of directors of the Bank since 2018 and joined the board of directors of the Company in 2020. Since 1994, Mr. Bingham has served as President of Agracel, Inc., an industrial developer of facilities for manufacturing and high-tech entities in small to midsized communities. Throughout his career, Mr. Bingham has been directly involved with the development of over 17 million square feet of industrial projects on long term leases, focused primarily in tertiary markets with an emphasis on manufacturing. Mr. Bingham also serves as a board member of Southeastern Illinois Community Foundation and Effingham Railroad. Mr. Bingham received his B.S. in Industrial Engineering from the University of Illinois. Skills and Qualifications. Our board considered Mr. Bingham’s business experience, his management experience as the President of a business and his knowledge of the business communities in determining that he should be a member of our board. | |
| Jennifer L. DiMotta ![]() | | | Background. Mrs. DiMotta is President of DiMotta International LLC (DI), an international consulting firm focusing on digital transformation, leadership training and building aggressive sales growth, a position she has held since 2020. Prior to DI, she served as Executive Vice President and Chief Marketing Digital Officer of MediaMarktSaturn, Europe’s largest consumer electronics retailer, from 2019 to 2020. Prior to joining MediaMarkt in 2019, she was President of DiMotta Consulting LLC, a strategic eCommerce and digital marketing consulting firm, which she founded in 2017. Prior to launching her consulting business, Mrs. DiMotta served as Vice President Digital and Omnichannel of Bluemercury Inc., a cosmetics retailer, beginning in 2015, as Vice President eCommerce of Sports Authority, Inc., a sporting goods retailer, beginning in 2013, and as Senior Director of eCommerce of Office Depot, beginning in 2012, where she was responsible for developing those companies’ eCommerce and digital marketing efforts. Mrs. DiMotta holds a B.A. in Criminal Justice from the University of Nebraska, and a Master’s Degree in Leadership from Bellevue University. Skills and Qualifications. Our board considered Mrs. DiMotta’s more than 20 years’ experience in leadership and management, business development, and information technology, including omnichannel strategies, in determining that she should be a member of our board. | |
| Deborah A. Golden ![]() | | | Background. Ms. Golden, who serves as Chair of our Compensation Committee, joined the Company’s board in November 2015. Ms. Golden serves as Executive Vice President, General Counsel and Secretary of GATX Corporation, a NYSE-listed railcar leasing company, where she has been employed since 2006. She previously served as General Counsel of Midwest Generation, LLC, a power generation company, from 2004 to 2006; Assistant General Counsel, Office of the Governor, State of Illinois, from 2003 to 2004; in various executive legal positions at Ameritech Corporation from 1995 to 2001; and as a partner at Schiff, Hardin & Waite, where she began her legal career in 1984. Ms. Golden holds a B.A. from Boston College, a J.D. from Loyola University School of Law and an M.B.A. from Loyola University. She is a member of the Illinois Bar. Skills and Qualifications. Our board considered Ms. Golden’s experience as an executive of a publicly-traded company, her experience with commercial leasing, and her knowledge of corporate governance of publicly-traded companies in determining that she should be a member of our board. | |
Background. Mr. McDonnell is Chief Executive Officer of J&J Management Services, Inc., a private management company, a position he has held since 2012, and prior to becoming Chief Executive Officer, he served as President and Chief Compliance Officer starting in 1997. He also serves on the board of The Center for Emerging Technologies, a non-profit technology incubator, and, prior to Midland's acquisition of Heartland Bank in December 2014, was a director of Heartland Bank and its parent company, Love Savings Holding Company. Mr. McDonnell also serves on the investment advisory committees for the venture capital firms Oakwood Medical and Rivervest and as a manager or member of various investment partnerships. Mr. McDonnell holds a B.A. in Economics from Princeton University, an M.B.A. from the University of Michigan and a certification as a Chartered Financial Analyst.
Skills and Qualifications. Our board considered Mr. McDonnell's service on the boards of Love Savings Holding Company and Heartland Bank and his other business experience in determining that he should be a member of our board.
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Background. Mr. Miller is the Chief Executive Officer and Owner of Dash Management, positions he has held since 2002. Until 2019, Dash Management owned a number of McDonald's franchises in Champaign and Decatur, Illinois. Mr. Miller has served in a number of management positions with McDonald's Corp., including NE Zone Franchising Manager responsible for recruiting and development of franchisees, McOpCo Operation Manager running company restaurants in Connecticut and Western Massachusetts, and Field Service Manager responsible for franchise operation and relationships in over 200 stores in upstate New York. Mr. Miller also served as President of the Greater Chicago Region-Regional Leadership Council, representing McDonald's franchisees, and on the National Leadership Committee. Mr. Miller is the past Chairman for the Champaign County Chamber of Commerce and is on the Board of Trustees for the University of Findlay. He holds a B.S. in Accounting from the University of Findlay.
Skills and Qualifications. Our board considered Mr. Miller's experience as a chief executive officer and his experience as an executive for a large company in determining that he should be a member of our board.
| Jerry L. McDaniel ![]() | | | Background. Mr. McDaniel is President of Superior Fuels, Inc., whose principal business was the wholesale supply of propane and petroleum products prior to the sale of these business lines and which now holds various real estate investments, a position he has held since 2007, and President of Dirtbuster Carwash LLC, which operates carwashes in Southern Illinois and Indiana. In addition to his ownership of these businesses, Mr. McDaniel is a principal in other businesses, including real estate development. Mr. McDaniel is a licensed pilot and previously served on the board of the Southeastern Illinois Community Foundation from 2013 to 2020. Prior to joining our board, Mr. McDaniel served as a director of another local community bank. Skills and Qualifications. Our board considered Mr. McDaniel’s experience in starting and running several local businesses, his broad investment experience and his prior service as a director of a community bank in determining that he should be a member of our board. | |
| Jeffrey M. McDonnell ![]() | | | Background. Mr. McDonnell is Chief Executive Officer of J&J Management Services, Inc., a private management company, a position he has held since 2012, and prior to that as President and Chief Compliance Officer since 1997. He also serves on the board of The Center for Emerging Technologies, a non-profit technology incubator. Prior to Midland’s acquisition of Heartland Bank in December 2014, Mr. McDonnell was a director of Heartland Bank and its parent company, Love Savings Holding Company. Mr. McDonnell also serves on the investment advisory committees for the venture capital firm RiverVest and as a manager or member of various investment partnerships. Mr. McDonnell holds a B.A. in Economics from Princeton University, an M.B.A. from the University of Michigan and a certification as a Chartered Financial Analyst. Skills and Qualifications. Our board considered Mr. McDonnell’s service on the boards of Love Savings Holding Company and Heartland Bank and his other business experience in determining that he should be a member of our board. | |
| Dwight A. Miller ![]() | | | Background. Mr. Miller is the Chief Executive Officer and Owner of Dash Management, positions he has held since 2002. Until 2019, Dash Management owned a number of McDonald’s franchises in Champaign and Decatur, Illinois. Mr. Miller has served in a number of management positions with McDonald’s Corp., including NE Zone Franchising Manager responsible for recruiting and development of franchisees, McOpCo Operation Manager running company restaurants in Connecticut and Western Massachusetts, and Field Service Manager responsible for franchise operation and relationships in over 200 stores in upstate New York. Mr. Miller also served as President of the Greater Chicago Region-Regional Leadership Council, representing McDonald’s franchisees, and on the National Leadership Committee. Mr. Miller is the past Chairman for the Champaign County Chamber of Commerce and is on the Board of Trustees for the University of Findlay. He holds a B.S. in Accounting from the University of Findlay. Skills and Qualifications. Our board considered Mr. Miller’s experience as a chief executive officer and his experience as an executive for a large company in determining that he should be a member of our board. | |
Background. Mr. Ramos, who serves as Chair of our Audit Committee, is Executive Vice President, Chief Financial Officer and board member for Maritz Holdings, Inc., headquartered in St. Louis, Missouri. Maritz specializes in the design and development of incentive, reward and loyalty programs focused on improving workforce quality and customer satisfaction. He has been with Maritz since 2000. Prior to joining Maritz, Mr. Ramos served as Chief Financial Officer for Purcell Tire and Rubber Company, practiced corporate law at the firm of Blumenfeld, Kaplan and Sandweiss in St. Louis, and was a senior manager at KPMG LLP. He received his B.S. in Business Administration from the University of Missouri in St. Louis and his J.D. from St. Louis University School of Law. Mr. Ramos is a Certified Public Accountant and a member of the Missouri Bar.
Skills and Qualifications. Our board considered Mr. Ramos's experience as a chief financial officer and board member and his accounting acumen in determining that he should be a member of our board.
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Background. Mr. Schultz serves as Managing Partner of the J.M. Schultz Investment, L.L.C., a family investment firm, and has been with this organization since 1989. Since 1996, he also has served as Chairman of the Board of Directors of AKRA Builders Inc., a national construction, design-build and project management firm headquartered in Teutopolis, Illinois. Prior to joining the Company's board of directors, he served on the board of directors of Prime Banc Corp. and First National Bank of Dieterich. Mr. Schultz received his B.S. in Finance from the University of Illinois and a J.D. from the University of Notre Dame Law School. He is the brother of John M. Schultz, who is the Chairman of the Company.
Skills and Qualifications. Our board considered Mr. Schultz's business and investment experience, his experience as a director of other community banks, and his knowledge of the business community in our central Illinois market area in determining that he should be a member of our board.
Background. Mr. Smith serves as the Chairman of the Bank and Chair of our Nominating and Corporate Governance Committee. He is a Principal and Managing Partner of Walters Golf Management, a golf club management company headquartered in St. Louis, Missouri, which manages a number of properties and offers turn key management, construction management, acquisition, consulting, agronomics and remodeling/redecorating services. He has been with Walters Golf Management Group since 1996. Mr. Smith received his B.S. in Education from the University of Missouri.
Skills and Qualifications. Our board considered Mr. Smith's business experience, his management experience as the managing partner of a business and his knowledge of the business community in our St. Louis market area in determining that he should be a member of our board.
| Richard T. Ramos ![]() | | | Background. Mr. Ramos, who serves as Chair of our Audit Committee, is Executive Vice President, Chief Financial Officer and board member for Maritz Holdings, Inc., headquartered in St. Louis, Missouri. Maritz specializes in the design and development of incentive, reward and loyalty programs focused on improving workforce quality and customer satisfaction. He has been with Maritz since 2000. Prior to joining Maritz, Mr. Ramos served as Chief Financial Officer for Purcell Tire and Rubber Company, practiced corporate law at the firm of Blumenfeld, Kaplan and Sandweiss in St. Louis, and was a senior manager at KPMG LLP. He received his B.S. in Business Administration from the University of Missouri in St. Louis and his J.D. from St. Louis University School of Law. Mr. Ramos is a Certified Public Accountant and a member of the Missouri Bar. Skills and Qualifications. Our board considered Mr. Ramos’s experience as a chief financial officer and board member and his accounting acumen in determining that he should be a member of our board. | |
| Robert F. Schultz ![]() | | | Background. Mr. Schultz serves as the Chairman of the Bank. He also serves as Managing Partner of the J.M. Schultz Investment, L.L.C., a family investment firm, and has been with this organization since 1989. Since 1996, he also has served as Chairman of the Board of Directors of AKRA Builders Inc., a national construction, design-build and project management firm headquartered in Teutopolis, Illinois. Prior to joining the Company’s board of directors, he served on the board of directors of Prime Banc Corp. and First National Bank of Dieterich. He also serves as a founding board member of national, state and regional non-profit organizations focused on social services and student education. Mr. Schultz received his B.S. in Finance from the University of Illinois and a J.D. from the University of Notre Dame Law School. Skills and Qualifications. Our board considered Mr. Schultz’s business and investment experience, his experience as a director of other community banks, and his knowledge of the business community in our central Illinois market area in determining that he should be a member of our board. | |
James R. Stewart. Mr. Stewart, age 64,66, serves as the Bank'sBank’s Chief Risk Officer. He joined as Director of Risk Management in 2012, was appointed Senior Director of Risk Management in 2013, and assumed his current role in June 2015. Prior to joining the Bank, Mr. Stewart was a principal with JHC Risk Strategies, a risk management consulting firm in Williston, Vermont, and from 2003 to 2010, served as Executive Vice President and Chief Risk Officer at Bank of N. T. Butterfield & Son Limited, Hamilton, Bermuda. Prior to that position, he was Senior Vice President and Head of Risk Management at Riyad Bank, Riyadh, Saudi Arabia, and for seventeen years prior consulted to Lloyd'sLloyd’s of London and other key insurers on financial services risks. Mr. Stewart holds a B.S. in Business Administration from the University of Alabama. He is a Certified Public AccountantCPA and a Chartered Global Management Accountant.
None of the executive officers were selected as an officer pursuant to any arrangement or understanding with any other person.
TABLE OF CONTENTSENVIRONMENTAL, SOCIAL AND GOVERNANCE INFORMATION
As a community banking organization, the Company has always believed that matters commonly referred to as Sustainability / Environmental, Social and Governance ("ESG") are important for driving shareholder value. As examples, our corporate governance and risk management programs are designed to help sustain our organization through times of economic downturns, especially in connection with credit quality and capital levels, and our community development efforts help drive the health and growth of the communities we serve, most especially the families and small-medium size businesses in our communities.
The Company believes the following ESG areas are of particular importance to our community-focused financial services business:
For additional information regarding our efforts in these and other important ESG areas, including corporate governance, diversity and inclusion, community development and protection of the environment, please go to "Who We Are—View our ESG Summary" on our website at www.midlandsb.com.
The contents of our website are not filed or furnished with this proxy statement nor are they incorporated by reference into this or any of our other filings with the SEC. The information contained in this section of this proxy statement shall not be considered "filed" with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this section of this proxy statement by reference in such filing.
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In 2019 the Company's proxy materials included a Say-on-Pay proposal for the Company's May 2019 Annual Meeting of Shareholders. Although the Say-on-Pay proposal for the Company's May 2019 Annual Meeting of Shareholders was approved by more than 81% of the shares represented at the meeting and entitled to vote, the Compensation Committee requested that management contact several of the Company's largest shareholders to hear comments and answer any questions they may have about the Company's executive compensation or governance programs. The Company's Corporate Counsel contacted each of the Company's top 25 institutional shareholders, representing 42% of the
shares entitled to vote on the proposal at our May 2019 Annual Meeting of Shareholders, and had conversations with those institutions requesting to do so.
As would be expected, each institution with whom we spoke expressed differing views on the importance of various components of our overall executive compensation. The topics discussed were wide-reaching, ranging from the advantages and disadvantages of appreciation vs. full-value equity awards (e.g., stock options vs. restricted stock awards), to proper risk assessment of executive compensation programs in banks and other financial institutions. However, the one consistent topic discussed was the Company's approach to its Long-Term Incentive Program ("LTIP"), and the fact that the Company currently uses four-year vesting for such awards but does not apply specific performance metrics to its LTIP awards. Also discussed was the relationship between the LTIP and the Company's Annual Incentive Bonus program, which is cash-based.
The principal issues discussed around performance metrics for our LTIP included:
Although each institution encouraged the Company to continue considering the adoption of performance metrics with respect to the LTIP, each appeared to appreciate the challenges specific to our Company. Based on the 2019 Say on Pay vote and the results of these conversations, the Compensation Committee has not made any changes to the overall design of our executive compensation for 2020. The Compensation Committee found the feedback helpful and will continue to take into account these perspectives, as well as market data, when evaluating NEO pay as part of its annual compensation setting process.
In addition to compensation matters, some of the institutions with whom we spoke inquired as to the Company's approach to ESG matters and offered suggestions as to how a community banking organization of our size and scope might approach ESG. As a result of these discussions and work already underway at the Company to provide more information to our shareholders and other constituents, we have added information regarding our ESG efforts under "Who We Are—View our ESG Summary" on our website at www.midlandsb.com and in the "Environmental, Social and Governance" section of this proxy statement.
The contents of our website are not filed or furnished with this proxy statement nor are they incorporated by reference into this or any of our other filings with the SEC. The information contained in the"Environmental, Social and Governance" section of this proxy statement shall not be considered "filed" with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates this section of this proxy statement by reference in such filing.
As part of a previously announced succession plan, Jeff Ludwig took over as CEO of our holding company on January 1, 2019. Eric T. Lemke was appointed Chief Financial Officer in November 2019. Prior to Mr. Lemke's appointment, Stephen A. Erickson served as Chief Financial Officer through his resignation in August 2019, at which point our Principal Accounting Officer, Donald J. Spring, was appointed as Interim Chief Financial Officer (See "2019 and 2020 Compensation Decisions").
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What We Do | | | What We Do Not Do | | ||
---|---|---|---|---|---|---|
| • Use performance-based incentives as a significant portion of our | | | • Provide tax gross-ups | | |
| • Use peer group benchmarking to inform compensation decisions | | | • Include walk-away severance payments or single-trigger cash payments upon a change in control | | |
| • Condition short-term incentive-based compensation on key performance objectives (revenue, income and earnings per share) | | | • Provide single-trigger vesting of equity awards in change of control transactions for awards granted during 2020 and thereafter under our 2019 Long-Term Incentive Plan | | |
| • Condition annual long-term incentives on four-year equal tranche vesting | | | • Reprice equity awards without prior shareholder approval | | |
| • Provide for severance payments only upon an involuntary termination of employment where the termination was without cause (whether or not such termination is in connection with a | | |
| What We Do | | | What We Do Not Do | |
| change in control) | | | ||
| •
Conduct an annual risk-based assessment of our compensation program | |
|
brokerage services. The Company paid McLaganAon’s Human Capital Solutions practice an additional $7,975$59,841 for survey data regarding non-executive compensation.compensation consulting services in 2021. The insurance brokerage services provided to the Company by Aon Risk Services were approved by Company management in the ordinary course of business. McLagan and its affiliates haveAon has established and followed various policy and practice safeguards between the compensation consultants engaged by the Compensation Committee and the other Aon service providers to the Company, which are designed to help ensure that the Compensation Committee'sCommittee’s compensation consultants continue to fulfill their role in providing objective, unbiased advice.
McLagan's
| Enterprise Financial Services | | ||||||
| First Financial Bankshares | | | Park National Corp. | | |||
First Busey Corp. | | First Commonwealth Financial | | |||||
Tompkins Financial Corp. | | |||||||
| | | First | | | Univest Financial Corp. | | |
| Bryn Mawr Bank Corp. | | | City Holding Co. | | | QCR Holdings Inc. | |
| Westamerica Bancorp. | | | Washington Trust Bancorp Inc. | | Lakeland Financial Corp. | | |
| Peoples Bancorp Inc. | |||||||
| | Sandy Spring Bancorp | ||||||
|
In the determinationdetermining of our peer group for 2020,2022, we determined alongselected with McLagan, to utilizeAon’s assistance a peer group of US-based community banks that met the following criteria as of June 30, 2019:
As established by
$444 million. Our Compensation Committee then selected the following bank holding companies as our peer group:
| Origin Bancorp | | ||||||
| NBT Bancorp, Inc. | | | Independent Bank Corp. | | |||
Enterprise Financial Services | | | First Financial Bankshares | | | Park National Corp. | | |
| First Busey Corp. | | | First Commonwealth Financial | | | Tompkins Financial Corp. | |
| National Bank Holdings Corp. | | | First Bancorp | | | Univest Financial Corp. | |
Community Trust Bancorp Inc. | | | City Holding Co. | | | QCR Holdings Inc. | | |
| Westamerica Bancorp. | | | Washington Trust Bancorp Inc. | | | Lakeland Financial Corp. | |
| Peoples Bancorp Inc. | | | Horizon Bancorp Inc. | | Sandy Spring Bancorp Inc. | | |
| German American Bancorp Inc. | | | | | | | |
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Base Salary.Salary. Each of our executives receives an annual base salary. The Compensation Committee reviews and approves base salaries of our named executive officers and sets the compensation of our Chief Executive Officer. In setting the base salary of each named executive officer, the Compensation Committee relies on market data provided annually by our independent compensation consultant, McLaganAon, and survey data from industry resources. Salary levels are typically considered annually as part of our executive compensation review process or upon a promotion or other change in job responsibility.
Annual Incentive Bonus—Bonus — Corporate Bonus Plan.Plan. The Compensation Committee believes that performance-based compensation can and should incentivize our named executive officers to drive the Company'sCompany’s growth, balanced with the assumption of reasonable risk. Accordingly, we account for several performance and risk-based metrics in their annual incentive bonuses.
requirements of the Bonus Plan.
For 2019, our Compensation Committee based our NEOs' annual incentive bonus on our attainment of annual financial goals for earnings per share and revenue, with no bonus being payable with respect to each such metric ifa particular metric. If we fail to attain more than 90% of the goal for that metric. If we achieve between 90% and 100% of eachtarget performance goal, our named executive officers earn 50% to 100%no amount of their target incentive with respectbonuses subject to each metric, with attainment of their target incentive determined on a sliding scale for intermediate performance.the metric. If we achieve moregreater than 90% but less than 100% of the earnings per sharetarget performance goal, our named executive officers earn between 50% and 100% of the amount of their target bonuses subject to the metric, with actual payouts determined based on a sliding scale. If we achieve above 100% of a performance goal, the named executive officers canwill earn more than 100%an increased percentage of the amount of their target incentive with respect to that metric; however, with respect to the revenue metric, each named executive officer may only earn up to 100% of their target incentive with respect to that metric, even if we achieve more than 100% of the revenue goal. bonuses.
The Such discretion was not exercised in 2021. In addition, annual cash incentivesbonuses are also constrained by the parameters of our Management Incentive Plan (the "MIP"). The MIP further conditions each named executive officer's annual bonus onsubject to partial reduction or forfeiture if certain risk-based metrics. In view of the 2008-2009 global financial crisis, the Compensation Committee determined that maintaining specified capital and asset quality levels is critical to protecting shareholders and the Company's long-term performance. Therefore, each annual bonus is subject to partial or complete forfeiture if the following risk-based metrics are not satisfied, as provided inmaintained, including specified levels for the terms of the MIP.
With respect to capital levels, bonuses will be reduced if the Bank'sBank’s Tier 1 leverage ratio is below 7.25% and will be eliminated if the Tier 1 leverage ratio falls below 6.75%; provided, however, that the Compensation Committee is permitted to take into consideration short-term variations that result from specific strategic events believed to be in the long-term interests of the Company that may have had a short term negative impact on the Tier 1 leverage ratio. An example is an acquisition for which regulatory approval is obtained, notwithstanding that the Tier 1 ratio might temporarily dip below the MIP target.
With respect to asset quality, the Company must achieve aCompany’s ratio of nonperforming assets to total assets that is not greater than 120% of that of our peers, as determined by the Compensation Committee; but, regardless of the average level of the applicable peer group, the metric will be deemed to be satisfied if the Company's ratio of nonperforming assets to total assets is equal to or less than
2.0%. If the Company does not satisfy the asset quality threshold, bonuses will be proportionately reduced.
Upon partial or complete forfeiture, the MIP intends to incentivize ourassets. The named executive officers to timely cure anymay later earn restoration bonuses following a reduction or forfeiture if the Committee determines that the deficiencies by providing a restoration bonus in the following year if capital and asset quality levels return to specified levels. The Compensation Committee verifies each level hasrisk-based metrics have been satisfied before awarding the bonuses, which are subject to its final approval.
timely cured.
Under the 2019 LTIP,which we may issue a wide variety of forms of equity incentives, as deemed appropriate by the Compensation Committee. The Compensation Committee typically grants equity awards to each named executive officer at the time the individual is hired and, thereafter, on an annual basis as part of our overall executive compensation program. The Compensation Committee has found equity awards to be an effective means to attract, retain and reward individuals who contribute to the long-term financial success of the Company and to further align their interests with those of the Company'sCompany’s shareholders. The Compensation Committee grants equity awards to encourage our named executive officers to stay with, and maximize the performance of, the Company over the long term and to discourage excessive focus on short term metrics at the expense of the long-term health of the organization. As noted above, equity awards are generally tied to a four-year vesting schedule.
Successionwere not increased for 2021 out of our Principal Executive Officercaution due in part to the uncertainty of economic recovery. The only executive officer that received a salary increase for 2021 was Eric Lemke, who received a salary increase in connection with his prior promotion to Chief Financial Officer.
appointment as Principal Financial Officer and Chief Financial Officer of the Company effective November 12, 2019.
Base Salary. For 2019, our Compensation Committee approved a 3% cost of living adjustment to the base salaries of our named executive officers effectivetheir ordinary target equity awards because the significantly lower share price would have resulted in a substantial increase in the number shares that each executive would receive, as compared to the prior year. Accordingly, the Committee reduced the grant date fair value of each NEO’s restricted stock award by approximately 50% for the 2019 fiscal yeargrants made in 2020. With the return to the more normal trading range of our shares in mid-late 2021, the Committee granted long-term incentive awards in the same general manner as it had done in years prior to 2020.
Name | 2018 Base Salary | 2019 Base Salary | 2020 Base Salary | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | $ | 472,000 | $ | 572,000 | $ | 572,000 | ||||
Jeffrey S. Mefford | $ | 344,000 | $ | 400,000 | $ | 400,000 | ||||
Douglas J. Tucker | $ | 344,000 | $ | 354,320 | $ | 354,320 | ||||
Eric T. Lemke(1) | n/a | $ | 305,000 | $ | 305,000 | |||||
James R. Stewart | $ | 315,000 | $ | 324,450 | $ | 324,450 | ||||
Donald J. Spring(1) | n/a | $ | 240,000 | $ | 243,600 | |||||
Stephen A. Erickson | $ | 325,000 | $ | 334,750 | | — |
Name
Base
Salary
Base
Salary
Base
Salary Jeffrey G. Ludwig $ 572,000 $ 572,000 $ 700,000 Jeffrey S. Mefford 400,000 400,000 450,000 Douglas J. Tucker 354,320 354,320 380,000 Eric T. Lemke 305,000 350,000 385,000 James R. Stewart 324,450 324,450 346,000
Name | 2018 Target % | 2019 Target % | Actual 2019 Bonus %* | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 60 | % | | 65 | % | | 68.6 | % | |
Jeffrey S. Mefford | 50 | % | 60 | % | 63.4 | % | ||||
Douglas J. Tucker | | 40 | % | | 40 | % | | 42.2 | % | |
Eric T. Lemke(1) | n/a | 20 | % | 21.1 | % | |||||
James R. Stewart | | 40 | % | | 40 | % | | 42.2 | % | |
Donald J. Spring(1) | n/a | 30 | % | 31.7 | % | |||||
Stephen A. Erickson | | 40 | % | | 40 | % | | — |
For 2019, the annual incentive bonus for each of our named executive officers was based upon the Company performance against annual financial targets and satisfaction of risk-based metrics. The bonuses are further subject to the risk-based metrics imposed by the MIP.
The annual incentive bonuses for 20192021 were based upon for the following aspects of Company performance:
Based upon the fiscal year 2019 performance of the Company, the actual 2019 incentive bonuses paid were as follows:
Name | 2019 Annual Bonus | |||
---|---|---|---|---|
Jeffrey G. Ludwig | $ | 392,621 | ||
Jeffrey S. Mefford | $ | 253,440 | ||
Douglas J. Tucker | $ | 148,491 | ||
Eric T. Lemke | $ | 37,949 | ||
James R. Stewart | $ | 135,973 | ||
Donald J. Spring | $ | 69,181 | ||
Stephen A. Erickson | | — |
While not a part of the annual incentive bonus calculations, the Compensation Committee may, in their discretion, award additional bonuses with respect to specific achievements under the Company's StrategicBonus Plan during the year. These bonuses may, for example, be awarded in connection with the closing and successful integration of acquisitions. In 2019, the Compensation Committee did not award our named executive officers discretionary cash bonuses.
Long-Term Incentive Equity Awards. The employment agreement for each of our NEOs, as amended (with the exception of Mr. Spring) specifies the annual long-term incentive percentage of base salary to be granted as equity under our 2019 LTIP as follows:
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In November 2019, the Compensation Committee approved equity grants for our named executive officers comprised solely of restricted stock awards. Mr. Spring also received a retention award in May 2019. 2021.
2021 Metric | | | Metric Weight | | | Threshold Goal | | | Target Goal | | | Actual Result | | | Percent Attained | | | Payout Percentage | | ||||||||||||||||||
Earnings Per Share | | | | | 35% | | | | | $ | 2.42 | | | | | $ | 2.68 | | | | | $ | 3.77 | | | | | | 141% | | | | | | 275% | | |
PTPP Income | | | | | 35% | | | | | $ | 101,478 | | | | | $ | 112,752 | | | | | $ | 116,272 | | | | | | 103% | | | | | | 112% | | |
Revenue | | | | | 30% | | | | | $ | 243,507 | | | | | $ | 270,562 | | | | | $ | 278,226 | | | | | | 103% | | | | | | 100% | | |
Total Payout | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 166% | | |
Name | | | 2021 Target % of Salary | | | Actual Bonus (% of Salary) | | | Actual Bonus ($) | | |||||||||
Jeffrey G. Ludwig | | | | | 65% | | | | | | 108% | | | | | | 615,143 | | |
Jeffrey S. Mefford | | | | | 60% | | | | | | 99% | | | | | | 397,080 | | |
Douglas J. Tucker | | | | | 40% | | | | | | 66% | | | | | | 234,489 | | |
Eric T. Lemke | | | | | 40% | | | | | | 64% | | | | | | 223,613 | | |
James R. Stewart | | | | | 40% | | | | | | 66% | | | | | | 214,721 | | |
Name | | | Target Award % of Salary | | | Number of Shares | | | Actual Grant Date Fair Value | | |||||||||
Jeffrey G. Ludwig | | | | | 65% | | | | | | 14,489 | | | | | $ | 371,800 | | |
Jeffrey S. Mefford | | | | | 55% | | | | | | 8,574 | | | | | | 220,000 | | |
Name | Number of Shares | Grant Date Fair Value | |||||
---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 13,403 | $ | 372,536 | |||
Jeffrey S. Mefford | 7,931 | $ | 220,442 | ||||
Douglas J. Tucker | | 5,748 | $ | 159,766 | |||
Eric T. Lemke | 4,398 | $ | 122,242 | ||||
James R. Stewart | | 5,263 | $ | 146,285 | |||
Donald J. Spring | 5,496 | $ | 150,068 | ||||
Stephen A. Erickson | | — | | — |
Name | | | Target Award % of Salary | | | Number of Shares | | | Actual Grant Date Fair Value | | |||||||||
Douglas J. Tucker | | | | | 45% | | | | | | 6,214 | | | | | | 159,444 | | |
Eric T. Lemke | | | | | 40% | | | | | | 5,456 | | | | | | 140,000 | | |
James R. Stewart | | | | | 45% | | | | | | 5,690 | | | | | | 146,003 | | |
2021.
Name and principal position (a) | | | Year (b) | | | Salary(1) ($) (c) | | | Stock Awards(2) ($) (e) | | | Non-equity Incentive Plan Compensation(3) ($) (g) | | | All Other Compensation(4) ($) (i) | | | Total ($) (j) | | ||||||||||||||||||
Jeffrey G. Ludwig President and Chief Executive Officer | | | | | 2021 | | | | | | 572,000 | | | | | | 372,512 | | | | | | 615,143 | | | | | | 21,519 | | | | | | 1,581,174 | | |
| | | 2020 | | | | | | 572,000 | | | | | | 194,419 | | | | | | 241,670 | | | | | | 19,239 | | | | | | 1,027,328 | | | ||
| | | 2019 | | | | | | 572,000 | | | | | | 372,536 | | | | | | 392,621 | | | | | | 16,903 | | | | | | 1,354,060 | | | ||
Jeffrey S. Mefford President of the Bank | | | | | 2021 | | | | | | 400,000 | | | | | | 220,438 | | | | | | 397,080 | | | | | | 19,430 | | | | | | 1,036,948 | | |
| | | 2020 | | | | | | 400,000 | | | | | | 115,040 | | | | | | 154,200 | | | | | | 19,843 | | | | | | 689,083 | | | ||
| | | 2019 | | | | | | 400,000 | | | | | | 220,442 | | | | | | 253,440 | | | | | | 16,652 | | | | | | 890,534 | | | ||
Douglas J. Tucker Senior Vice President and Corporate Counsel | | | | | 2021 | | | | | | 354,320 | | | | | | 159,762 | | | | | | 234,489 | | | | | | 8,700 | | | | | | 757,271 | | |
| | | 2020 | | | | | | 354,320 | | | | | | 83,371 | | | | | | 92,123 | | | | | | 8,550 | | | | | | 538,634 | | | ||
| | | 2019 | | | | | | 351,542 | | | | | | 159,766 | | | | | | 149,665 | | | | | | 8,400 | | | | | | 668,198 | | | ||
Eric T. Lemke Chief Financial Officer | | | | | 2021 | | | | | | 350,000 | | | | | | 140,274 | | | | | | 223,613 | | | | | | 21,635 | | | | | | 735,522 | | |
| | | 2020 | | | | | | 305,000 | | | | | | 63,797 | | | | | | 79,300 | | | | | | 19,050 | | | | | | 467,147 | | | ||
| | | 2019 | | | | | | 179,684 | | | | | | 122,242 | | | | | | 37,949 | | | | | | 6,741 | | | | | | 346,616 | | | ||
James R. Stewart Senior Vice President and Chief Risk Officer | | | | | 2021 | | | | | | 324,450 | | | | | | 146,290 | | | | | | 214,721 | | | | | | 8,700 | | | | | | 694,161 | | |
| | | 2020 | | | | | | 324,450 | | | | | | 76,352 | | | | | | 84,357 | | | | | | 8,550 | | | | | | 493,709 | | | ||
| | | 2019 | | | | | | 321,905 | | | | | | 146,285 | | | | | | 137,048 | | | | | | 8,400 | | | | | | 612,563 | | |
Name and principal position(1) (a) | Year (b) | Salary(2) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Non-equity Incentive Plan Compensation(4) ($) (g) | All Other Compensation(5) ($) (i) | Total ($) (j) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 2019 | | 572,000 | | — | | 372,536 | | 392,621 | | 16,903 | | 1,354,060 | ||||||||
President and Chief Executive | | 2018 | | 472,000 | | 50,000 | | 306,796 | | 181,248 | | 18,200 | | 1,028,244 | ||||||||
Officer | | 2017 | | 405,288 | | — | | 216,092 | | 182,380 | | 17,982 | | 821,742 | ||||||||
Jeffrey S. Mefford | 2019 | 400,000 | — | 220,442 | 253,440 | 16,652 | 890,534 | |||||||||||||||
Executive Vice President and | 2018 | 344,000 | 25,000 | 189,203 | 110,080 | 18,088 | 686,371 | |||||||||||||||
President of the Bank | 2017 | 314,343 | 25,000 | 152,350 | 125,738 | 15,486 | 632,917 | |||||||||||||||
Douglas J. Tucker | | 2019 | | 351,542 | | — | | 159,766 | | 149,665 | | 8,400 | | 668,198 | ||||||||
Senior Vice President and | | 2018 | | 344,000 | | 25,000 | | 154,802 | | 88,064 | | 8,250 | | 620,116 | ||||||||
Corporate Counsel | | 2017 | | 318,094 | | 25,000 | | 138,767 | | 111,333 | | 8,100 | | 601,294 | ||||||||
Eric T. Lemke(6) | 2019 | 179,684 | — | 122,242 | 37,949 | 6,741 | 346,616 | |||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||
James R. Stewart | | 2019 | | 321,905 | | — | | 146,285 | | 137,048 | | 8,400 | | 612,563 | ||||||||
Senior Vice President and Chief | | 2018 | | 315,000 | | 15,000 | | 141,748 | | 80,640 | | 8,250 | | 560,638 | ||||||||
Risk Officer of the Bank | | 2017 | | 266,716 | | 15,000 | | 116,355 | | 93,350 | | 8,100 | | 499,521 | ||||||||
Donald J. Spring(6) | 2019 | 218,373 | — | 150,069 | 69,181 | 8,400 | 446,023 | |||||||||||||||
Principal Accounting Officer and Former Interim Chief Financial Officer | ||||||||||||||||||||||
Stephen A. Erickson(7) | | 2019 | | 222,688 | | — | | — | | — | | 8,400 | | 231,088 | ||||||||
Former Chief Financial Officer | | 2018 | | 302,115 | | 25,000 | | 130,005 | | 77,342 | | 11,245 | | 545,707 |
Compensation Plan. Bonus amounts for 2018 and 2017 reflect discretionary cash bonuses awarded in connection with the closing and successful integration of the Alpine and Centrue acquisitions, respectively.
Name | Year | Perquisites(i) ($) | Company 401(k) Match(ii) ($) | Total "All Other Compensation" ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 2019 | | 8,503 | | 8,400 | | 16,903 | |||||
Jeffrey S. Mefford | 2019 | 8,252 | 8,400 | 16,652 | |||||||||
Douglas J. Tucker | | 2019 | | — | | 8,400 | | 8,400 | |||||
Eric T. Lemke | 2019 | 875 | 5,866 | 6,741 | |||||||||
James R. Stewart | | 2019 | | — | | 8,400 | | 8,400 | |||||
Donald J. Spring | 2019 | — | 8,400 | 8,400 | |||||||||
Stephen A. Erickson | | 2019 | | — | | 8,400 | | 8,400 |
Name | | | Year | | | Perquisites(i) ($) | | | Company 401(k) Match(ii) ($) | | | Total “All Other Compensation” ($) | | ||||||||||||
Jeffrey G. Ludwig | | | | | 2021 | | | | | | 12,819 | | | | | | 8,700 | | | | | | 21,519 | | |
Jeffrey S. Mefford | | | | | 2021 | | | | | | 10,730 | | | | | | 8,700 | | | | | | 19,430 | | |
Douglas J. Tucker | | | | | 2021 | | | | | | — | | | | | | 8,700 | | | | | | 8,700 | | |
Eric T. Lemke | | | | | 2021 | | | | | | 12,935 | | | | | | 8,700 | | | | | | 21,635 | | |
James R. Stewart | | | | | 2021 | | | | | | — | | | | | | 8,700 | | | | | | 8,700 | | |
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) (i) | | | Grant Date Fair Value of Stock and Option Awards(3) ($) (l) | | |||||||||||||||||||||
Name (a) | | | Grant Date (b) | | | Threshold ($) (c) | | | Target ($) (d) | | | Maximum ($) (e) | | ||||||||||||||||||||||||
Jeffrey G. Ludwig | | | | | — | | | | | | 185,900 | | | | | | 371,800 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 11/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,489 | | | | | | 372,512 | | |
Jeffrey S. Mefford | | | | | — | | | | | | 106,296 | | | | | | 212,592 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 11/1/2021 | | | | | | — | | | | | | — | | | | �� | | — | | | | | | 8,574 | | | | | | 220,438 | | |
Douglas J. Tucker | | | | | — | | | | | | 79,077 | | | | | | 158,154 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 11/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,214 | | | | | | 159,762 | | |
Eric T. Lemke | | | | | — | | | | | | 49,610 | | | | | | 99,220 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 11/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,456 | | | | | | 140,274 | | |
James R. Stewart | | | | | — | | | | | | 67,578 | | | | | | 135,155 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 11/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,690 | | | | | | 146,290 | | |
| | | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) (i) | | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Grant Date Fair Value of Stock and Option Awards(3) ($) (l) | |||||||||||||||
Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | ||||||||||||||
Jeffrey G. Ludwig | — | $ | 185,900 | $ | 371,800 | $ | 429,000 | | — | | — | |||||||
| 11/7/2019 | | — | | — | | — | | 13,403 | $ | 372,536 | |||||||
Jeffrey S. Mefford | — | $ | 120,000 | $ | 240,000 | $ | 300,000 | — | — | |||||||||
11/7/2019 | — | — | — | 7,931 | $ | 220,442 | ||||||||||||
Douglas J. Tucker | — | $ | 70,308 | $ | 140,617 | $ | 210,925 | | — | | — | |||||||
| 11/7/2019 | | — | | — | | — | | 5,748 | $ | 159,766 | |||||||
Eric T. Lemke | — | $ | 17,968 | $ | 35,937 | $ | 53,905 | — | — | |||||||||
11/7/2019 | — | — | — | 4,398 | $ | 122,242 | ||||||||||||
James R. Stewart | — | $ | 64,381 | $ | 128,762 | $ | 193,143 | | — | | — | |||||||
| 11/7/2019 | | — | | — | | — | | 5,263 | $ | 146,285 | |||||||
Donald J. Spring | — | $ | 32,756 | $ | 65,512 | $ | 98,268 | — | — | |||||||||
5/3/2019 | — | — | — | 3,766 | (4) | $ | 101,983 | |||||||||||
11/7/2019 | — | — | — | 1,730 | $ | 48,085 | ||||||||||||
Stephen A. Erickson | — | $ | 66,950 | $ | 133,900 | $ | 200,850 | | — | | — |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||
| | | Number of Securities Underlying Unexercised Options | | | | | | | | | | | | | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | |||||||||||||||
Name | | | Exercisable (#) | | | Unexercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | ||||||||||||||||||||||||
Jeffrey G. Ludwig | | | | | 8,075 | | | | | | — | | | | | | 16.00 | | | | | | 12/13/22 | | | | | | — | | | | | | — | | |
| | | | | 9,482 | | | | | | — | | | | | | 16.59 | | | | | | 12/10/23 | | | | | | — | | | | | | — | | |
| | | | | 60,000 | | | | | | — | | | | | | 18.00 | | | | | | 08/05/24 | | | | | | — | | | | | | — | | |
| | | | | 12,753 | | | | | | — | | | | | | 21.00 | | | | | | 12/02/24 | | | | | | — | | | | | | — | | |
| | | | | 16,800 | | | | | | — | | | | | | 23.00 | | | | | | 11/03/25 | | | | | | — | | | | | | — | | |
| | | | | 8,383 | | | | | | — | | | | | | 28.59 | | | | | | 11/16/26 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,883 | | | | | | 839,960 | | |
Jeffrey S. Mefford | | | | | 5,500 | | | | | | — | | | | | | 16.00 | | | | | | 12/13/22 | | | | | | — | | | | | | — | | |
| | | | | 6,661 | | | | | | — | | | | | | 16.59 | | | | | | 12/10/23 | | | | | | — | | | | | | — | | |
| | | | | 10,000 | | | | | | — | | | | | | 18.00 | | | | | | 08/05/24 | | | | | | — | | | | | | — | | |
| | | | | 7,885 | | | | | | — | | | | | | 21.00 | | | | | | 12/02/24 | | | | | | — | | | | | | — | | |
| | | | | 10,702 | | | | | | — | | | | | | 23.00 | | | | | | 11/03/25 | | | | | | — | | | | | | — | | |
| | | | | 5,341 | | | | | | — | | | | | | 28.59 | | | | | | 11/16/26 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,121 | | | | | | 498,800 | | |
Douglas J. Tucker | | | | | 3,577 | | | | | | — | | | | | | 21.00 | | | | | | 12/02/24 | | | | | | — | | | | | | — | | |
| | | | | 11,566 | | | | | | — | | | | | | 23.00 | | | | | | 11/03/25 | | | | | | — | | | | | | — | | |
| | | | | 5,405 | | | | | | — | | | | | | 28.59 | | | | | | 11/16/26 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,748 | | | | | | 365,603 | | |
James R. Stewart | | | | | 1,031 | | | | | | — | | | | | | 16.59 | | | | | | 12/10/23 | | | | | | — | | | | | | — | | |
| | | | | 2,697 | | | | | | — | | | | | | 21.00 | | | | | | 12/02/24 | | | | | | — | | | | | | — | | |
| | | | | 6,759 | | | | | | — | | | | | | 23.00 | | | | | | 11/03/25 | | | | | | — | | | | | | — | | |
| | | | | 4,532 | | | | | | — | | | | | | 28.59 | | | | | | 11/16/26 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,505 | | | | | | 334,789 | | |
Eric T. Lemke | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,144 | | | | | | 276,260 | | |
| Option Awards | Stock Awards | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Securities Underlying Unexercised Options | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | |||||||||||||
| Option Exercise Price ($) | | ||||||||||||||||
Name | Exercisable (#) | Unexercisable(1) (#) | Option Expiration Date | |||||||||||||||
Jeffrey G. Ludwig | | 16,790 | | — | | 18.16 | 12/06/20 | | — | | — | |||||||
| | 8,356 | | — | | 14.75 | 12/16/21 | | — | | — | |||||||
| | 8,075 | | — | | 16.00 | 12/13/22 | | — | | — | |||||||
| | 9,482 | | — | | 16.59 | 12/10/23 | | — | | — | |||||||
| | 60,000 | | — | | 18.00 | 08/05/24 | | — | | — | |||||||
| | 12,753 | | — | | 21.00 | 12/02/24 | | — | | — | |||||||
| | 16,800 | | — | | 23.00 | 11/03/25 | | — | | — | |||||||
| | 6,287 | | 2,096 | | 28.59 | 11/16/26 | | — | | — | |||||||
| | — | | — | | — | — | | 26,415 | | 764,978 | |||||||
Jeffrey S. Mefford | 9,520 | — | 18.16 | 12/06/20 | — | — | ||||||||||||
5,559 | — | 14.75 | 12/16/21 | — | — | |||||||||||||
5,500 | — | 16.00 | 12/13/22 | — | — | |||||||||||||
6,661 | — | 16.59 | 12/10/23 | — | — | |||||||||||||
10,000 | — | 18.00 | 08/05/24 | — | — | |||||||||||||
7,885 | — | 21.00 | 12/02/24 | — | — | |||||||||||||
10,702 | — | 23.00 | 11/03/25 | — | — | |||||||||||||
4,006 | 1,335 | 28.59 | 11/16/26 | — | — | |||||||||||||
— | — | — | — | 16,285 | 471,614 | |||||||||||||
Douglas J. Tucker | | 7,153 | | — | | 21.00 | 12/02/24 | | — | | — | |||||||
| | 11,566 | | — | | 23.00 | 11/03/25 | | — | | — | |||||||
| | 4,054 | | 1,351 | | 28.59 | 11/16/26 | | — | | — | |||||||
| | — | | — | | — | — | | 12,922 | | 374,221 | |||||||
James R. Stewart | 1,031 | — | 16.59 | 12/10/23 | — | — | ||||||||||||
2,697 | — | 21.00 | 12/02/24 | — | — | |||||||||||||
6,759 | — | 23.00 | 11/03/25 | — | — | |||||||||||||
3,399 | 1,133 | 28.59 | 11/16/26 | — | — | |||||||||||||
— | — | — | — | 11,613 | 336,312 | |||||||||||||
Eric T. Lemke | | — | | — | | — | — | | 5,194 | | 150,418 | |||||||
Donald J. Spring | 2,349 | — | 21.00 | 12/02/24 | — | — | ||||||||||||
3,031 | — | 23.00 | 11/03/25 | — | — | |||||||||||||
1,052 | 351 | 28.59 | 11/16/26 | — | — | |||||||||||||
— | — | — | — | 6,758 | 195,712 | |||||||||||||
Stephen A. Erickson | | 1,145 | | — | | 28.59 | 02/23/20(2) | | — | | — |
2021.
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name (a) | | | Number of Shares Acquired on Exercise (#) (b) | | | Value Realized on Exercise(1) ($) (c) | | | Number of Shares Acquired on Vesting (#) (d) | | | Value Realized on Vesting ($) (e) | | ||||||||||||
Jeffrey G. Ludwig | | | | | 8,356 | | | | | | 85,816 | | | | | | 11,255 | | | | | | 291,370 | | |
Jeffrey S. Mefford | | | | | 5,559 | | | | | | 62,817 | | | | | | 6,931 | | | | | | 179,326 | | |
Douglas J. Tucker | | | | | 3,576 | | | | | | 32,184 | | | | | | 5,419 | | | | | | 140,086 | | |
Eric T. Lemke | | | | | — | | | | | | — | | | | | | 2,440 | | | | | | 63,456 | | |
James R. Stewart | | | | | — | | | | | | — | | | | | | 4,875 | | | | | | 126,063 | | |
| Option Awards | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise(1) ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | |||||||||
Jeffrey G. Ludwig | | 33,190 | $ | 433,685 | | 6,187 | $ | 172,873 | |||||
Jeffrey S. Mefford | 20,256 | $ | 262,158 | 4,002 | $ | 111,825 | |||||||
Douglas J. Tucker | | 71,823 | $ | 707,934 | | 3,612 | $ | 100,862 | |||||
Eric T. Lemke | — | — | 266 | $ | 7,153 | ||||||||
James R. Stewart | | — | | — | | 3,113 | $ | 86,961 | |||||
Donald J. Spring | — | — | 858 | $ | 23,952 | ||||||||
Stephen A. Erickson | | 36,371 | $ | 349,782 | | — | | — |
2021.
Name (a) | | | Executive Contributions in Last FY(1) ($) (b) | | | Registrant Contributions in Last FY ($) (c) | | | Aggregate Earnings in Last FY(2) ($) (d) | | | Aggregate Withdrawals/ Distributions ($) (e) | | | Aggregate Balance at Last FYE(3) ($) (f) | | |||||||||||||||
Jeffrey G. Ludwig | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeffrey S. Mefford | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Douglas J. Tucker | | | | | 138,224 | | | | | | — | | | | | | 45,435 | | | | | | — | | | | | | 616,961 | | |
Eric T. Lemke | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James R. Stewart | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name (a) | Executive Contributions in Last FY(1) ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings In Last FY(2) ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE(3) ($) (f) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | — | | — | | — | | — | | — | ||||||
Jeffrey S. Mefford | — | — | — | — | — | |||||||||||
Douglas J. Tucker | $ | 81,327 | | — | $ | 35,805 | | — | $ | 286,880 | ||||||
Eric T. Lemke | — | — | — | — | — | |||||||||||
James R. Stewart | | — | | — | | — | | — | | — | ||||||
Donald J. Spring | — | — | — | — | — | |||||||||||
Stephen A. Erickson | | — | | — | | — | | — | | — |
Mr. Erickson, who resigned as an employee of the Company effective August 23, 2019 forfeited all unvested stock option and restricted stock awards. Mr. Erickson's vested stock options generally remained exercisable for a period of six months following his resignation, or until the expiration of the award, if earlier. Mr. Erickson did not receive any severance upon his resignation and was not entitled to any other payments or benefits upon his resignation pursuant to his employment agreement.
Potential Payments Upon Termination or Change in Control Table
Name | | | Cash Severance Payments(1) ($) | | | COBRA Continuation(2) ($) | | | Accelerated Vesting of Equity Awards(3) ($) | | | Total Payments ($) | | ||||||||||||
Jeffrey G. Ludwig | | | | | | | | | | | | | | | | | | | | | | | | | |
Involuntary Termination (not in connection with a change in control)(4) | | | | | 988,478 | | | | | | 24,891 | | | | | | — | | | | | | 1,013,369 | | |
Involuntary Termination (in connection with a change in control)(5) | | | | | 2,965,434 | | | | | | 74,673 | | | | | | 839,960 | | | | | | 3,880,067 | | |
Change in Control | | | | | — | | | | | | — | | | | | | 71,073 | | | | | | 71,073 | | |
Death or Disability | | | | | — | | | | | | — | | | | | | 839,960 | | | | | | 839,960 | | |
Jeffrey S. Mefford | | | | | | | | | | | | | | | | | | | | | | | | | |
Involuntary Termination (not in connection with a change in control)(4) | | | | | 200,000 | | | | | | — | | | | | | — | | | | | | 200,000 | | |
Involuntary Termination (in connection with a change in control)(5) | | | | | 1,336,480 | | | | | | — | | | | | | 498,780 | | | | | | 1,835,260 | | |
Change in Control | | | | | — | | | | | | — | | | | | | 43,829 | | | | | | 43,829 | | |
Death or Disability | | | | | — | | | | | | — | | | | | | 498,780 | | | | | | 498,780 | | |
Douglas J. Tucker | | | | | | | | | | | | | | | | | | | | | | | | | |
Involuntary Termination (not in connection with a change in control)(4) | | | | | 256,540 | | | | | | 15,157 | | | | | | — | | | | | | 271,697 | | |
Involuntary Termination (in connection with a change in control)(5) | | | | | 1,026,158 | | | | | | 30,314 | | | | | | 365,603 | | | | | | 1,422,075 | | |
Change in Control | | | | | — | | | | | | — | | | | | | 35,871 | | | | | | 35,871 | | |
Death or Disability | | | | | — | | | | | | — | | | | | | 365,603 | | | | | | 365,603 | | |
Eric T. Lemke | | | | | | | | | | | | | | | | | | | | | | | | | |
Involuntary Termination (not in connection with a change in control)(4) | | | | | 107,692 | | | | | | 14,084 | | | | | | — | | | | | | 121,776 | | |
Involuntary Termination (in connection with a change in control)(5) | | | | | 927,242 | | | | | | 28,168 | | | | | | 276,260 | | | | | | 1,231,670 | | |
Change in Control | | | | | — | | | | | | — | | | | | | 6,569 | | | | | | 6,569 | | |
Death or Disability | | | | | — | | | | | | — | | | | | | 276,260 | | | | | | 276,260 | | |
James R. Stewart | | | | | | | | | | | | | | | | | | | | | | | | | |
Involuntary Termination (not in connection with a change in control)(4) | | | | | 162,225 | | | | | | 17,503 | | | | | | — | | | | | | 179,728 | | |
Involuntary Termination (in connection with a change in control)(5) | | | | | 939,650 | | | | | | 35,006 | | | | | | 334,789 | | | | | | 1,309,445 | | |
Change in Control | | | | | — | | | | | | — | | | | | | 32,847 | | | | | | 32,847 | | |
Death or Disability | | | | | — | | | | | | — | | | | | | 334,789 | | | | | | 334,789 | | |
Name | Cash Severance Payments(1) ($) | COBRA Continuation(2) ($) | Accelerated Vesting of Equity Awards(3) ($) | Total Payments ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | | | | |||||||||
Involuntary Termination (not in connection with a change in control)(4) | $ | 824,083 | $ | 16,695 | | — | $ | 840,778 | |||||
Involuntary Termination (in connection with a change in control)(5) | $ | 1,236,124 | $ | 25,043 | $ | 765,754 | $ | 2,026,921 | |||||
Change in Control | | — | | — | $ | 377,603 | $ | 377,603 | |||||
Death or Disability | | — | | — | $ | 765,754 | $ | 765,754 | |||||
Jeffrey S. Mefford | |||||||||||||
Involuntary Termination (not in connection with a change in control)(4) | $ | 200,000 | — | — | $ | 200,000 | |||||||
Involuntary Termination (in connection with a change in control)(5) | $ | 563,086 | — | $ | 472,108 | $ | 1,035,194 | ||||||
Change in Control | — | — | $ | 241,932 | $ | 241,932 | |||||||
Death or Disability | — | — | $ | 472,108 | $ | 472,108 | |||||||
Douglas J. Tucker | | | | | |||||||||
Involuntary Termination (not in connection with a change in control)(4) | $ | 235,141 | $ | 9,952 | | — | $ | 245,093 | |||||
Involuntary Termination (in connection with a change in control)(5) | $ | 470,283 | $ | 9,952 | $ | 374,721 | $ | 854,956 | |||||
Change in Control | | — | | — | $ | 207,759 | $ | 207,759 | |||||
Death or Disability | | — | | — | $ | 374,721 | $ | 374,721 | |||||
Eric T. Lemke | |||||||||||||
Involuntary Termination (not in connection with a change in control)(4) | $ | 39,885 | $ | 20,543 | — | $ | 60,428 | ||||||
Involuntary Termination (in connection with a change in control)(5) | $ | 660,946 | $ | 20,543 | $ | 150,418 | $ | 831,907 | |||||
Change in Control | — | — | $ | 23,052 | $ | 23,052 | |||||||
Death or Disability | — | — | $ | 150,418 | $ | 150,418 | |||||||
James R. Stewart | | | | | |||||||||
Involuntary Termination (not in connection with a change in control)(4) | $ | 162,225 | $ | 10,039 | | — | $ | 172,264 | |||||
Involuntary Termination (in connection with a change in control)(5) | $ | 427,771 | $ | 10,039 | $ | 336,732 | $ | 774,542 | |||||
Change in Control | | — | | — | $ | 183,896 | $ | 183,896 | |||||
Death or Disability | | — | | — | $ | 336,732 | $ | 336,732 | |||||
Donald J. Spring | |||||||||||||
Termination (not in connection with a change in control)(4) | $ | 120,000 | — | — | $ | 120,000 | |||||||
Termination (in connection with a change in control)(5) | $ | 286,328 | $ | 33,390 | $ | 195,842 | $ | 515,560 | |||||
Change in Control | — | — | $ | 36,548 | $ | 36,548 | |||||||
Death or Disability | — | — | $ | 195,842 | $ | 195,842 |
year. Please see the "Non-equity“Non-equity Incentive Plan Compensation"Compensation” column of the Summary Compensation Table for 20192021 annual incentive compensation amounts.
We entered into amended and restated agreements with each of the NEOs in November 2020.
payments for the prior three years and 36 months of COBRA coverage at employee rates for an involuntary termination in connection with a change in control.
Mr. Mefford.Mefford. Our employment agreement with Mr. Mefford, effective December 20, 2012,November 5, 2020, provides for an initial term of two years, with an automatic extension for an additional one-year period commencing on the first anniversary of the effective date and each anniversary thereafter, unless either party provides written notice of non-extension ninety days prior to the extension date. Mr. Mefford's base salary is subject to annual review and increase at the discretion of our Chief Executive Officer. Under the agreement as amended and in effect during 2019, Mr. Mefford's target bonus is required to be at least 60% of his base salary and his long-term incentive bonus percentage is 55% of his base salary. If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for the two-year period following the change in control. Mr. Mefford’s base salary is subject to annual review and increase at the discretion of our Chief Executive Officer, and his target bonus is required to be at least 60% of his base salary. The agreement also provides for Mr. Mefford’s participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as other senior executives of the Company. Following Mr. Mefford'sMefford’s termination of employment, he will be subject to non-competition and non-solicitation restrictions for a period of 12 months. In the event Mr. Mefford'sMefford’s employment is terminated by the Company
Mr. Tucker.Tucker. Our employment agreement with Mr. Tucker, effective December 1, 2010,November 5, 2020, provides for an initial term of two years, with an automatic extension for an additional one-year period commencing on the first anniversary of the effective date and each anniversary thereafter, unless either party provides written notice of non-extension ninety days prior to the extension date. Mr. Tucker's base salary is subject to annual review and increase at the discretion of our Chief Executive Officer. Under the agreement as amended and in effect during 2019, Mr. Tucker's target bonus is required to be at least 40% of his base salary and his long-term incentive bonus percentage is 45% of his base salary. If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for the two-year period following the change in control. Mr. Tucker’s base salary is subject to annual review and increase at the discretion of our Chief Executive Officer and his target bonus is required to be at least 40% of his base salary. The agreement also provides for Mr. Tucker’s participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as other senior executives of the Company. Following Mr. Tucker'sTucker’s termination of employment, he will be subject to non-competition and non-solicitation restrictions for a period of 12 months. In the event Mr. Tucker'sTucker’s employment is terminated by the Company other than for cause, death, or disability, or he resigns for good reason, he will be entitled to a payment equal to 50% (100%(200% if in connection with a change in control) of the sum of his salary plus the average of his bonus payments for the prior three years. He will also be entitled to COBRA coverage at employee rates for up to 12 months (24 months if in connection with a change in control) and, if such termination is in connection with a change in control, a pro rata bonus for the year of termination. Effective January 13, 2020,
Mr. Lemke.Lemke. Our employment agreement with Mr. Lemke, effective November 11, 2019,5, 2020, provides for an annual salary of $305,000 and an initial term of one year,two years, with an automatic renewal for additional one-year periods commencing on each anniversary thereafter, unless either party provides written notice of nonrenewal ninety days prior to the extension date. Under the agreement, Mr. Lemke's target bonus is 40% of his base salary and his target for annual equity awards under the Company's Long-Term Incentive Plan is also 40% of base salary. If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for the two-year period following the change in control. Mr. Lemke’s base salary is subject to annual review and increase at the discretion of our Chief Executive Officer and his target bonus is required to be at least 40% of his base salary. The agreement also provides for Mr. Lemke’s participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as other senior executives of the Company. Following Mr. Lemke'sLemke’s termination of employment, he will generally
be subject to non-solicitation (and non-competition unless such termination is due to good reason) restrictions for a period of 12 months. In the event Mr. Lemke'sLemke’s employment is terminated by the Company other than for cause, death, or disability, or he resigns for good reason, he will be entitled to receive severance pursuant to the Company'sCompany’s general severance plan, or if such termination is in connection with a change in control, (other than for cause), he will be entitled to receive an amounta payment equal to twice200% of the sum of his annual salary and the average of his bonus payments for the prior three years. He will also be entitled to COBRA coverage at employee rates for up to 24 months for an involuntary termination and a pro rata bonus for the year of termination for an involuntary termination in connection with a change in control.
Mr. Stewart. Our employment agreement with Mr. Stewart, effective February 20, 2017, provides for an initial term through December 31, 2017, with an automatic renewal for an additional one-year period commencing on January 1, 2018 and each January 1 thereafter, unless either party provides written notice of nonrenewal ninety days prior to December 31 of each year. Mr. Stewart is entitled to an annual base salary equal to $266,000 which may be adjusted in accordance with our normal payroll practices as may be in effect from time to time. Under the agreement as amended and in effect during 2019, Mr. Stewart's target bonus is required to be at least 40% of his base salary and his long-term incentive bonus percentage is 45% of his base salary. If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for the one-year period following the change in control. Following Mr. Stewart's termination of employment, he will be subject to non-competition and non-solicitation restrictions for a period of 12 months. In the event Mr. Stewart's employment is terminated other than for cause, death, or disability, or he resigns for good reason, he will be entitled to receive severance pursuant to the Company's general severance plan, or if such termination is in connection with a change in control, the sum of 100% of his salary plus the average of his bonus payments for the prior three years. He will also be entitled to COBRA coverage at employee rates for up to 12 months (24 months if in connection with a change in control) and, if such termination is in connection with a change in control, a pro rata bonus for the year of termination. Effective January 13, 2020,
Mr. Spring.Stewart Mr. Spring is a party to an employment agreement dated September 8, 2009, and a change in control agreement dated February 1, 2020.. Our employment agreement with Mr. SpringStewart, effective November 5, 2020, provides for an initial term through December 31, 2009,of two years, with an automatic renewal for an additional one-year periodperiods commencing on January 1, 2010 and each January 1anniversary thereafter, unless either party provides written notice of nonrenewal ninety days prior to December 31the extension date. If a change in control of each year.the Company occurs during the term of the agreement, the agreement will remain in effect for the two-year period following the change in control. Mr. Spring is entitled to an annualStewart’s base salary equal to $130,000 which may be adjusted in accordance with our normal payroll practices as may be in effect from time to time. Under the agreement, Mr. Spring is also entitledsubject to annual cashreview and equity incentives,increase at the discretion of our Chief Executive Officer and his target bonus is required to be at least 40% of his base salary. The agreement also provides for Mr. Stewart’s participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as may be awarded by the board of directorsother senior executives of the Bank from time to time.Company. Following Mr. Spring'sStewart’s termination of employment, (other than a termination by the Company without cause), he will be subject to non-competition and non-solicitation restrictions for a period of 12 months. In the event Mr. Spring'sStewart’s employment is terminated by the Company other than for cause, death, or disability, or he resigns for good reason, he will be entitled to receive severance pursuant to the Company's general severance plan. Upon a termination by the Company or the Bank (other than for cause or due to death or disability) or Mr. Spring's resignation for good reason, in either case occurring within the six months prior to, or the 12 months following, a change in control of the Company, Mr. Spring would be entitled to a lump sum payment equal to 150% of his salary plus the average of his bonus payments for the prior three years, 12 months of COBRA coverage at employee rates, and a pro-rata bonus for the year in which the termination occurred. Mr. Spring's change in control agreement further provides that following Mr. Spring's termination of employment for any reason, he will be subject to non-solicitation restrictions (and to non-competition restrictions to the extent he eligible for and receives the change in control severance benefits) for a period of 12 months.
Mr. Erickson. Our employment agreement with Mr. Erickson, effective March 7, 2018, provided for an initial term through December 31, 2018, with an automatic renewal for an additional one-year period commencing on January 1, 2019 and each January 1 thereafter, unless either party provided written notice of nonrenewal ninety days prior to December 31 of each year. Mr. Erickson was entitled to an annual base salary equal to $325,000 which was subject to adjustment in accordance with our normal payroll practices as in effect from time to time. Under the agreement, Mr. Erickson's target bonus was 40% of his base salary and his long-term incentive bonus percentage was also 40% of his base salary. If a change in control of the Company had occurred during the term of the agreement, the agreement would have remained in effect for the one-year period following the change in control. Following Mr. Erickson's termination of employment, he is generally be subject to non-solicitation restrictions for a period of 12 months. In the event Mr. Erickson's employment was terminated other than for cause, death, or disability, or he resigned for good reason, he would have been entitled to receive severance pursuant to the Company'sCompany’s general severance plan, or if such termination wasis in connection with a change in control, he will be entitled to a payment equal to 200% of the sum of 100% of his salary plus the average of his bonus payments for the prior three years. He wouldwill also have been be
shareholders for approval, increased the number of shares available for issuance under the plan by 1,000,000. The 2010 LTIP was designed to ensure continued availability of equity awards to assist the Company in attracting, retaining and rewarding key employees, directors and other service providers. Pursuant to the 2010 LTIP, the Compensation Committee was allowed to grant awards to eligible persons in the form of qualified and non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights and other incentive awards. Up to 2,000,000 shares of common stock were available for issuance under the plan (the initial 1,000,000 of which were eligible to be granted as qualified stock options). After approval of our 2019 LTIP, no additional grants were to be made under the 2010 LTIP. Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the employees receiving the awards. The plan enabled the Compensation Committee to set specific performance criteria that must be met before an award vests under the plan. The 2010 LTIP allowed for acceleration of vesting and exercise privileges of grants upon a change in control or if a participant'sparticipant’s termination of employment is due to death or total disability. If a participant'sparticipant’s job is terminated for cause, then all unvested awards expire at the date of termination.
purchase price for the stock is currently 90% of the stock'sstock’s fair market value as of the first day of each quarterly offering period. While the Compensation Committee could elect a different discount percentage, it does not expect to do so in the foreseeable future. At any time our common stock is listed for trading on a principal national securities exchange, including the Nasdaq Global Select Market, the fair market value under this plan is deemed to be the officially quoted closing selling price of the shares on the applicable day. The maximum number of shares that may be issued under the ESPP is 500,000, which includes the 300,000 previously subject to the ESPP and an additional 200,000 shares approved by shareholders as of May 3, 2019.
Health and Welfare Benefits.Benefits. Our named executive officers are eligible to participate in our standard health and welfare benefits program, which offers medical, dental, vision, life, accident, and disability coverage to all of our eligible employees. We do not provide the named executive officers with any health and welfare benefits that are not generally available to our other employees.
Perquisites.Perquisites. We provide our named executive officers with certain perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain
Unless otherwise provided, the address for each shareholder listed in the table below is: c/o Midland States Bancorp, Inc., 1201 Network Centre Drive, Effingham, Illinois 62401.
Name | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class | | ||||||
5% Shareholders | | | | | | | | | | | | | |
BlackRock, Inc.(2) | | | | | 2,287,016 | | | | | | 10.4% | | |
FJ Capital Management LLC(3) | | | | | 1,394,013 | | | | | | 6.3 | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Jeffrey G. Ludwig(4) | | | | | 360,234 | | | | | | 1.6 | | |
Eric T. Lemke | | | | | 13,902 | | | | | | * | | |
Douglas J. Tucker(5) | | | | | 42,366 | | | | | | * | | |
Jeffrey S. Mefford(6) | | | | | 93,378 | | | | | | * | | |
James R. Stewart(7) | | | | | 40,043 | | | | | | * | | |
R. Dean Bingham(8) | | | | | 21,199 | | | | | | * | | |
Jennifer L. DiMotta(9) | | | | | 3,879 | | | | | | * | | |
Deborah A. Golden(10) | | | | | 3,474 | | | | | | * | | |
Jerry L. McDaniel(11) | | | | | 140,569 | | | | | | * | | |
Jeffrey M. McDonnell(12) | | | | | 24,475 | | | | | | * | | |
Dwight A. Miller(13) | | | | | 74,929 | | | | | | * | | |
Richard T. Ramos(14) | | | | | 17,835 | | | | | | * | | |
Robert F. Schultz(15) | | | | | 358,686 | | | | | | 1.6 | | |
Jeffrey C. Smith(16) | | | | | 38,220 | | | | | | * | | |
All directors and executive officers as a group (15 persons)(17) | | | | | 1,307,476 | | | | | | 5.8 | | |
Name | Amount and Nature of Beneficial Ownership(1) | Percent of Class | |||||
---|---|---|---|---|---|---|---|
5% Shareholders | | | |||||
BlackRock, Inc.(2) | 1,582,522 | 6.5 | % | ||||
FJ Capital Management LLC(3) | | 1,435,497 | | 5.9 | % | ||
Directors and Named Executive Officers | |||||||
Jeffrey G. Ludwig(4) | | 342,515 | | 1.4 | % | ||
Eric T. Lemke | 5,301 | * | |||||
Stephen A. Erickson(5) | | 11,128 | | * | |||
Donald J. Spring(6) | 17,888 | * | |||||
Douglas J. Tucker(7) | | 35,694 | | * | |||
Jeffrey S. Mefford(8) | 108,818 | * | |||||
James R. Stewart(9) | | 30,699 | | * | |||
Jennifer L. DiMotta(10) | 1,171 | * | |||||
Deborah A. Golden(11) | | 987 | | * | |||
Leon J. Holschbach(12) | 247,768 | 1.0 | % | ||||
Jerry L. McDaniel(13) | | 137,723 | | * | |||
Jeffrey M. McDonnell(14) | 8,407 | * | |||||
Dwight A. Miller(15) | | 72,103 | | * | |||
Richard T. Ramos(16) | 14,157 | * | |||||
John M. Schultz(17) | | 399,818 | | 1.7 | % | ||
Robert F. Schultz(18) | 354,576 | 1.5 | % | ||||
Jeffrey C. Smith(19) | | 33,068 | | * | |||
All directors and executive officers as a group (19 persons)(20) | 1,951,316 | 7.9 | % |
We are not aware of any failure to comply with the filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), requires our executive officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC and with the exchange on which our shares of common stock are traded. We are not aware thatby any of our directors, executive officers or 10% shareholders failed to comply with the filing requirements of Section 16(a) during the fiscal year ended December 31, 2019, except for Mr. Jeffrey C. Smith, Mr. R. Robert Funderburg, Jr., Mrs. Jennifer L. DiMotta and Mr. Leon J. Holschbach, each of whom filed one late Form 4 with respect to one transaction as a result of the difference of timing between when shares were granted by the board of directors as part of director compensation and when the shares were actually issued.2021.
to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial holders of more than five percent of our capital stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.
Robert F. Schultz, a member of our board of directors, is the chairman and a shareholder of the board of directors of AKRA Builders Inc., a national construction, design-build and project management firm headquartered in Teutopolis, Illinois. During 2019, the Company paid AKRA Builders Inc. approximately $633,000 in connection with contracting and construction services provided to the Company. John M. Schultz, also a member of our board of directors, is the brother of Robert F. Schultz.
| | | |||
| Richard T. Ramos (Chair) Jerry L. McDaniel | | | Jeffrey M. McDonnell | |
As discussed in more detail in the "2019 Shareholder Outreach" section of the Compensation Discussion and Analysis section of this proxy statement, in 2019 the Company's management reached out to all of its 25 largest institutional shareholders to hear comments and answer any questions that such shareholders may have had regarding the Company's executive compensation and governance programs.
Shareholders are being asked to ratify the appointment of Crowe LLP as our independent registered public accounting firm for 2020.2022. If the appointment of Crowe LLP is not ratified, the matter of the appointment of our independent registered public accounting firm will be considered by the Audit Committee. Representatives of Crowe LLP are not expected to be present at the meeting to make a statement or to respond to appropriate questions.The board of directors unanimously recommends that you vote "FOR"“FOR” the ratification of the appointment of Crowe LLP to serve as our independent registered public accounting firm for the year ending December 31, 2020.2022.
| | | 2021 | | | 2020 | | ||||||
Audit Fees(1) | | | | $ | 835,500 | | | | | $ | 690,000 | | |
Audit-Related Fees(2) | | | | | 15,700 | | | | | | 15,000 | | |
Tax Fees(3) | | | | | 7,500 | | | | | | 7,500 | | |
All Other Fees | | | | | — | | | | | | — | | |
| 2019 | 2018 | |||||
---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 953,394 | $ | 817,128 | |||
Audit-Related Fees(2) | 15,000 | 15,000 | |||||
Tax Fees(3) | | 7,500 | | 7,500 | |||
All Other Fees | — | — |