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.
Please note that due to the public health impact
Jeffrey C. Smith Chairman | ||
Effingham, Illinois
March 22, 2021
21, 2022
| ||||||||
| | | | | | |||
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | 12 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| ||||||||
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | 48 | | |
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 22, 2021, 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, 2021.2022. These matters are more fully described in this proxy statement.
2022.
On March 5, 2021,4, 2022, the record date, there were 22,527,36422,289,012 shares of common stock issued and outstanding and entitled to vote. Therefore, at least 11,263,683 shares need to be represented in order to constitute a quorum.
inspection by shareholders within 20 days after the record date at the Company'sCompany’s office located at 1201 Network Centre Drive, Effingham, Illinois 62401.
shareholders.
membership of each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee:
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 | |||
---|---|---|---|---|---|---|
Jeffrey C. Smith | | X | Chair | |||
Jeffrey G. Ludwig | ||||||
R. Dean Bingham | | | | |||
Jennifer L. DiMotta | X | |||||
Deborah A. Golden | | Chair | X | |||
Jerry L. McDaniel | X | X | ||||
Jeffrey M. McDonnell | X | | | |||
Dwight A. Miller | ||||||
Richard T. Ramos | Chair | X | | |||
Robert F. Schultz | ||||||
| | | | | | |
Meetings Held in 2020 | 8 | 4 | 4 |
Shareholder Communication with the Board, Nomination and Proposal Procedures
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 | | |||||||||
| | | | | | | | | | | | | |
| | | 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) ($) (c) | Total ($) (h) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
R. Dean Bingham(2) | | 21,900 | | 14,600 | | 36,500 | ||||
Jennifer L. DiMotta | 38,701 | 25,800 | 64,501 | |||||||
Deborah A. Golden | | 35,551 | | 23,700 | | 59,251 | ||||
Leon J. Holschbach(3) | 8,269 | — | 8,269 | |||||||
Jerry L. McDaniel | | 39,975 | | 26,650 | | 66,625 | ||||
Jeffrey M. McDonnell | 26,550 | 17,770 | 44,320 | |||||||
Dwight A. Miller | | 40,388 | | 26,925 | | 67,313 | ||||
Richard T. Ramos | 52,576 | 35,050 | 87,626 | |||||||
John M. Schultz(4) | | 47,504 | | 31,669 | | 79,173 | ||||
Robert F. Schultz | 54,638 | 36,425 | 91,063 | |||||||
Jeffrey C. Smith | | 63,896 | | 42,597 | | 106,493 |
our directors, aside from Mr. Holschbach,Ludwig, received a grant of restricted stock units on June 30, 20202021 which will vest on March 31, 2021 based on2022 subject to continued service on the board. The aggregate number of restricted stock awards outstandingunits held by each nonemployee director as of December 31, 2020 for each director2021 was as follows:
In addition to director fees, Mr. Holschbach who retired as an employee of the Company effective as of the close of business on December 31, 2018, receives distributions under a supplemental retirement benefit agreement entered into effective November 16, 2015. Pursuant to the agreement, he is entitled to an annual benefit of $238,400 and $178,800 in each of 2020, and 2021, respectively, to be paid in equal monthly installments.
OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE INFORMATION
PROGRAM (ESG)
organization.
On December 9, 2020, John M. Schultz, the Chairman of the Board, retired from the board of directors. The Company appreciates the service of Mr. Schultz to the Company.
| | | 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 | ||||||
---|---|---|---|---|---|---|---|---|---|
CLASS II (Term Expiring 2024) | | | |||||||
Jeffrey G. Ludwig | 49 | President, Chief Executive Officer and Director | 2019 | ||||||
Deborah A. Golden | | 66 | Director | | 2015 | ||||
Dwight A. Miller | 68 | Director | 2012 | ||||||
Robert F. Schultz | | 56 | Director, Chairman of the Bank | | 2002 |
Name | Age | Position with the Company | Director Since | ||||||
---|---|---|---|---|---|---|---|---|---|
CLASS I (Term Expires 2023) | | | |||||||
Jennifer L. DiMotta | 47 | Director | 2018 | ||||||
Richard T. Ramos | | 58 | Director | | 2012 | ||||
Jeffrey C. Smith | 59 | Chairman of the Board | 2005 | ||||||
CLASS III (Term Expires 2022) | |
| | ||||||
R. Dean Bingham | 56 | Director | 2020 | ||||||
Jerry L. McDaniel | | 56 | Director | | 2012 | ||||
Jeffrey M. McDonnell | 57 | 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.
16
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 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.
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. 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 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.
17
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.
| 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. 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.
18
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.
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.
| 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. 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.
19
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.
Background. Mr. Schultz serves as the Chairman of the Bank, a position he has held since 2020. 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. 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.
| 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. | |
None of the executive officers were selected as an officer pursuant to any arrangement or understanding with any other person.
| ||||||
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 | |
|
McLagan's
For compensation decisions for 2020,2021, the following companies were included in our peer group:
| 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. | |
| Bryn Mawr Bank Corp. | | | 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. | |
As established by
| 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. | | | | | | | |
executive officers. We expect these fundamental elements of compensation to continue for 2021 compensation.
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, McLagan,Aon, 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.
The Compensation Committee may adjust performance goals mid-year, at its discretion, to account for extra-ordinary, one-time events deemed to be in the long-term interests of our shareholders, such as integration expenses incurred in connection with acquisitions. Such discretion was not exercised in 2021. In addition, annual bonuses are subject to partial reduction or forfeiture if certain risk-based capital and asset quality metrics are not maintained, including specified levels for the Bank'sBank’s Tier 1 leverage ratio and the Company'sCompany’s ratio of nonperforming assets to total assets. The named executive officers may later earn restoration bonuses following a reduction or forfeiture if the Committee determines that the deficiencies in the risk-based metrics have been timely cured.
COVID-19 also factored into the Compensation Committee'sCommittee’s executive compensation decisions for 2020,2021 principally in twothree ways. The first was based on assessingwith respect to executive base salaries, which as was the impactcase for 2020 were not increased for 2021 out of the pandemic on the Company's financial performance. In this regard, the Committee determined that the most significant impactcaution due in part to the Company's 2020 financial performance resulted from credit deteriorationuncertainty of economic recovery. The only executive officer that received a salary increase for 2021 was Eric Lemke, who received a salary increase in the Bank's commercial loan portfolio dueconnection with his prior promotion to the pandemic. This deterioration, while still within the overall asset quality requirement applicable to the Bonus Plan, resulted in the Bank increasing provision for credit losses to approximately $44.3 million in 2020, compared to approximately $16.9 million in 2019 and $9.4 million in 2018.
Based on the significance of the additional provision,Chief Financial Officer.
The second consideration for executive compensation arising from COVID-19 was the material decline in valuations of publicly tradedcase for many community banks, as reflected in share price. Based on this decline inthe Company’s share price anddecreased dramatically following the decrease in earnings due to elevated provision,beginning of the pandemic. In November 2020, at the time of the annual LTIP equity grants the Committee determined that it would not behave been appropriate to grant the named executive officers their ordinary target equity awards because the significantly lower share price would resulthave 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'sNEO’s restricted stock award by approximately 50%.
Because for the grants made in 2020. With the return to the more normal trading range of continuing uncertaintyour shares in mid-late 2021, the Committee granted long-term incentive awards in the banking industrysame general manner as it had done in general, and the Company in particular, with respectyears prior to the ongoing impacts of COVID-19, including on revenue and credit quality, the Committee intends to continue the adjusted structure of the Bonus Plan into 2021. In addition, the Committee decided to maintain base salaries for our NEOs at 2020 levels, other than for Mr. Lemke.
2020.
Name | | | 2020 Base Salary | | | 2021 Base Salary | | | 2022 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 | 2019 Base Salary | 2020 Base Salary | 2021 Base Salary | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | $ | 572,000 | $ | 572,000 | $ | 572,000 | ||||
Jeffrey S. Mefford | $ | 400,000 | $ | 400,000 | $ | 400,000 | ||||
Douglas J. Tucker | $ | 354,320 | $ | 354,320 | $ | 354,320 | ||||
Eric T. Lemke | $ | 305,000 | $ | 305,000 | $ | 350,000 | ||||
James R. Stewart | $ | 324,450 | $ | 324,450 | $ | 324,450 |
Annual Incentive Bonus.Bonus Consistent with. Annual incentive bonuses are based on the level of achievement of financial metrics selected by the Committee for the respective year.In the recent years the Committee has selected earnings per share and revenue as the two metrics, under the Bonus Plan in February 2020, and assignedassigning 70% and 30% weighting, respectively, to the two metrics. However, in Novembermetrics under the Bonus Plan.For 2020, and as discussed above,again for 2021, the Committee determined it was appropriate to adjustsplit the performanceearnings per share metric into two metrics, each having equal weight, to better measure the Company'sCompany’s core performance absent the volatility of provision for potential futures made in response to
COVID and the pandemic. Adjustment was also appropriate, in the Committee's view, because of the impact of the Company'sCompany’s transition to the Current Expected Credit Loss ("CECL"(“CECL”) model for determining loan loss provision. CECL uses an economic forecast that now includes the impact of the COVID-19 pandemic. With the adoption of CECL, beginning on January 1, 2020, provision expense may become more volatile due to changes in the CECL model assumptions or credit quality, macroeconomic factors, and conditions in loan composition, all of which drive the allowance for credit losses on loans. Although incurring these provision expenses was prudent and provides a solid foundation for future success, the Committee believes that the increased provision does not fully reflect the ongoing strength of the Company's business. Accordingly, the Committee determined adjustment of the Bonus Plan metrics was appropriate in light of the circumstances.
Accordingly, as adjusted by the Committee, annual incentive bonuses for our named executive officers in 20202021 were based upon for the following aspects of Company performance:
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% | | |
2020 Metric | Metric Weight | Threshold Goal | Target Goal | Maximum Goal | Actual Result | Percent Attained | Payout Percentage | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Earnings Per Share | | 35 | % | $ | 2.41 | $ | 2.67 | $ | 4.01 | $ | 0.95 | | 36 | % | | 0 | % | |||||
PTPP Income | 35 | % | $ | 91,827 | $ | 102,029 | $ | 102,029 | $ | 108,921 | 107 | % | 100 | % | ||||||||
Revenue | | 30 | % | $ | 243,163 | $ | 270,180 | $ | 270,180 | $ | 272,722 | | 101 | % | | 100 | % | |||||
Total Payout | — | — | — | — | — | — | 65 | % |
For 2020, the target annual incentive bonus opportunities remained unchanged from 2019, with the exception of Mr. Lemke, whose target bonus percentage increased to 40% as set forth in the employment agreement entered into with the Company in connection with his appointment as Chief
Financial Officer. The target percentages will remain unchanged in 2021. The table below summarizes the annual incentive bonus targets and actual payouts for each named executive officer in 2020.
Name | | | 2021 Target % of Salary | | | Actual Bonus (% of Salary) | | | Actual Bonus ($) | | |||||||||
Jeffrey G. Ludwig | | | | | 65% | | | | | | 108% | | | | | | 615,143 | | |
Jeffrey S. Mefford | | | | | 60% | | | | | | 99% | | | | | | 397,080 | | |
Douglas J. Tucker | | | | | 40% | | | | | | 66% | | | | | | 234,489 | | |
Eric T. Lemke | | | | | 40% | | | | | | 64% | | | | | | 223,613 | | |
James R. Stewart | | | | | 40% | | | | | | 66% | | | | | | 214,721 | | |
Name | 2020 Target % | Actual Bonus (% of Salary) | Actual Bonus ($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 65 | % | | 42.3 | % | $ | 241,670 | ||
Jeffrey S. Mefford | 60 | % | 38.6 | % | $ | 154,200 | ||||
Douglas J. Tucker | | 40 | % | | 26.0 | % | $ | 92,123 | ||
Eric T. Lemke | 40 | % | 26.0 | % | $ | 79,300 | ||||
James R. Stewart | | 40 | % | | 26.0 | % | $ | 84,357 |
Long-Term Equity Incentive Awards.Awards. Our employment agreements provide for each named executive officer'sofficer’s participation in the Company'sCompany’s compensation and benefits plans, including our 2019 LTIP, in the same manner as other senior executives of the Company. In its discretion,LTIP. For 2021 the Compensation Committee has determined our named executive officers are ordinarilywere eligible for target equity grants in amounts equal to the following percentages of their base salaries:equity awards:
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 | Target Award % | Target Grant Date Fair Value | |||||
---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 65 | % | $ | 371,800 | ||
Jeffrey S. Mefford | 55 | % | $ | 220,000 | |||
Douglas J. Tucker | | 45 | % | $ | 159,444 | ||
Eric T. Lemke | 40 | % | $ | 122,000 | |||
James R. Stewart | | 45 | % | $ | 146,003 |
As described above, for 2020, the Compensation Committee determined it was appropriate to reduce each named executive officer's target award by approximately 50% due to the impacts of the COVID-19 pandemic. Accordingly, equity awards made in 2020 were as follows:
Name | Number of Shares | Actual Grant Date Fair Value | | Target Award % of Salary | | Number of Shares | | Actual Grant Date Fair Value | | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 13,101 | $ | 194,419 | ||||||||||||||||||||||
Jeffrey S. Mefford | 7,752 | $ | 115,040 | |||||||||||||||||||||||
Douglas J. Tucker | | 5,618 | $ | 83,371 | | | | 45% | | | | | 6,214 | | | | | 159,444 | | | ||||||
Eric T. Lemke | 4,299 | $ | 63,797 | | | | 40% | | | | | 5,456 | | | | | 140,000 | | | |||||||
James R. Stewart | | 5,145 | $ | 76,352 | | | | 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 ($) (j) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 2020 | | 572,000 | | — | | 194,419 | | 241,670 | | 19,239 | | 1,027,328 | ||||||||
President and Chief Executive | | 2019 | | 572,000 | | — | | 372,536 | | 392,621 | | 16,903 | | 1,354,060 | ||||||||
Officer | | 2018 | | 472,000 | | 50,000 | | 306,796 | | 181,248 | | 18,200 | | 1,028,244 | ||||||||
Jeffrey S. Mefford | 2020 | 400,000 | — | 115,040 | 154,200 | 19,843 | 689,083 | |||||||||||||||
Executive Vice President and | 2019 | 400,000 | — | 220,442 | 253,440 | 16,652 | 890,534 | |||||||||||||||
President of the Bank | 2018 | 344,000 | 25,000 | 189,203 | 110,080 | 18,088 | 686,371 | |||||||||||||||
Douglas J. Tucker | | 2020 | | 354,320 | | — | | 83,371 | | 92,123 | | 8,550 | | 538,364 | ||||||||
Senior Vice President and | | 2019 | | 351,542 | | — | | 159,766 | | 149,665 | | 8,400 | | 668,198 | ||||||||
Corporate Counsel | | 2018 | | 344,000 | | 25,000 | | 154,802 | | 88,064 | | 8,250 | | 620,116 | ||||||||
Eric T. Lemke(6) | 2020 | 305,000 | — | 63,797 | 79,300 | 19,050 | 467,147 | |||||||||||||||
Chief Financial Officer | 2019 | 179,684 | — | 122,242 | 37,949 | 6,741 | 346,616 | |||||||||||||||
James R. Stewart | | 2020 | | 324,450 | | — | | 76,352 | | 84,357 | | 8,550 | | 493,709 | ||||||||
Senior Vice President and Chief | | 2019 | | 321,905 | | — | | 146,285 | | 137,048 | | 8,400 | | 612,563 | ||||||||
Risk Officer of the Bank | | 2018 | | 315,000 | | 15,000 | | 141,748 | | 80,640 | | 8,250 | | 560,638 |
Name | Year | Perquisites(i) ($) | Company 401(k) Match(ii) ($) | Total "All Other Compensation" ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jeffrey G. Ludwig | | 2020 | | 10,689 | | 8,550 | | 19,239 | |||||
Jeffrey S. Mefford | 2020 | 11,293 | 8,550 | 19,843 | |||||||||
Douglas J. Tucker | | 2020 | | — | | 8,550 | | 8,550 | |||||
Eric T. Lemke | 2020 | 10,500 | 8,550 | 19,050 | |||||||||
James R. Stewart | | 2020 | | — | | 8,550 | | 8,550 |
Name | | | Year | | | Perquisites(i) ($) | | | Company 401(k) Match(ii) ($) | | | Total “All Other Compensation” ($) | | ||||||||||||
Jeffrey G. Ludwig | | | | | 2021 | | | | | | 12,819 | | | | | | 8,700 | | | | | | 21,519 | | |
Jeffrey S. Mefford | | | | | 2021 | | | | | | 10,730 | | | | | | 8,700 | | | | | | 19,430 | | |
Douglas J. Tucker | | | | | 2021 | | | | | | — | | | | | | 8,700 | | | | | | 8,700 | | |
Eric T. Lemke | | | | | 2021 | | | | | | 12,935 | | | | | | 8,700 | | | | | | 21,635 | | |
James R. Stewart | | | | | 2021 | | | | | | — | | | | | | 8,700 | | | | | | 8,700 | | |
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) (i) | | | Grant Date Fair Value of Stock and Option Awards(3) ($) (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 | | — | | — | |||||||
| 11/5/2020 | | — | | — | | — | | 13,101 | $ | 194,419 | |||||||
Jeffrey S. Mefford | — | $ | 120,000 | $ | 240,000 | $ | 300,000 | — | — | |||||||||
11/5/2020 | — | — | — | 7,752 | $ | 115,040 | ||||||||||||
Douglas J. Tucker | — | $ | 70,864 | $ | 141,728 | $ | 265,740 | | — | | — | |||||||
| 11/5/2020 | | — | | — | | — | | 5,618 | $ | 83,371 | |||||||
Eric T. Lemke | — | $ | 61,000 | $ | 122,000 | $ | 228,750 | — | — | |||||||||
11/5/2020 | — | — | — | 4,299 | $ | 63,797 | ||||||||||||
James R. Stewart | — | $ | 64,890 | $ | 129,780 | $ | 243,338 | | — | | — | |||||||
| 11/5/2020 | | — | | — | | — | | 5,145 | $ | 76,352 |
| | | 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 | | 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 | | — | | — | |||||||
| | 8,383 | | — | | 28.59 | 11/16/26 | | — | | — | |||||||
| | — | | — | | — | — | | 30,649 | | 547,698 | |||||||
Jeffrey S. Mefford | 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 | — | — | |||||||||||||
5,341 | — | 28.59 | 11/16/26 | — | — | |||||||||||||
— | — | — | — | 18,478 | 330,202 | |||||||||||||
Douglas J. Tucker | | 7,153 | | — | | 21.00 | 12/02/24 | | — | | — | |||||||
| | 11,566 | | — | | 23.00 | 11/03/25 | | — | | — | |||||||
| | 5,405 | | — | | 28.59 | 11/16/26 | | — | | — | |||||||
| | — | | — | | — | — | | 13,953 | | 249,340 | |||||||
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 | — | — | |||||||||||||
— | — | — | — | 12,690 | 226,770 | |||||||||||||
Eric T. Lemke | | — | | — | | — | — | | 8,128 | | 145,247 |
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 | | 5,000 | $ | 4,150 | | 8,867 | $ | 136,964 | |||||
Jeffrey S. Mefford | — | — | 5,559 | $ | 86,244 | ||||||||
Douglas J. Tucker | | — | | — | | 4,587 | $ | 71,787 | |||||
Eric T. Lemke | — | — | 1,365 | $ | 19,924 | ||||||||
James R. Stewart | | — | | — | | 4,068 | $ | 63,432 |
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 | $ | 125,000 | | — | $ | 21,422 | | — | $ | 433,302 | ||||||
Eric T. Lemke | — | — | — | — | — | |||||||||||
James R. Stewart | | — | | — | | — | | — | | — |
2021.
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) | $ | 843,846 | $ | 24,891 | | — | $ | 868,737 | |||||
Involuntary Termination (in connection with a change in control)(5) | $ | 2,531,538 | $ | 74,673 | $ | 547,698 | $ | 3,153,909 | |||||
Change in Control | | — | | — | $ | 133,954 | $ | 133,954 | |||||
Death or Disability | | — | | — | $ | 547,698 | $ | 547,698 | |||||
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) | $ | 1,149,790 | — | $ | 330,202 | $ | 1,479,992 | ||||||
Change in Control | — | — | $ | 85,383 | $ | 85,383 | |||||||
Death or Disability | — | — | $ | 330,202 | $ | 330,202 | |||||||
Douglas J. Tucker | | | | | |||||||||
Involuntary Termination (not in connection with a change in control)(4) | $ | 243,483 | $ | 15,157 | | — | $ | 258,640 | |||||
Involuntary Termination (in connection with a change in control)(5) | $ | 973,933 | $ | 30,314 | $ | 249,340 | $ | 1,253,587 | |||||
Change in Control | | — | | — | $ | 71,909 | $ | 71,909 | |||||
Death or Disability | | — | | — | $ | 249,340 | $ | 249,340 | |||||
Eric T. Lemke | |||||||||||||
Involuntary Termination (not in connection with a change in control)(4) | $ | 63,346 | $ | 14,084 | — | $ | 63,346 | ||||||
Involuntary Termination (in connection with a change in control)(5) | $ | 727,249 | $ | 28,168 | $ | 145,247 | $ | 900,664 | |||||
Change in Control | — | — | $ | 9,489 | $ | 9,489 | |||||||
Death or Disability | — | — | $ | 145,247 | $ | 145,247 | |||||||
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) | $ | 850,263 | $ | 35,006 | $ | 226,770 | $ | 1,112,039 | |||||
Change in Control | | — | | — | $ | 64,296 | $ | 64,296 | |||||
Death or Disability | | — | | — | $ | 226,770 | $ | 226,770 |
annual incentive bonuses are earned as of December 31 and no additional amount would be payable to a named executive officer for a termination occurring on the last day of the year. Please see the "Non-equity“Non-equity Incentive Plan Compensation"Compensation” column of the Summary Compensation Table for 20202021 annual incentive compensation amounts.
Mr. Mefford.Mefford. Our amended and restated employment agreement with Mr. Mefford, effective 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. 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'sMefford’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'sMefford’s participation in the Company'sCompany’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
will be entitled to a payment equal to 200% 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.
Mr. Stewart. Our amended and restated employment agreement with Mr. Stewart, effective November 5, 2020, provides for an initial term of 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. 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. Stewart'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. Stewart'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. 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 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, he will be entitled to a payment equal to 200% 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.
be met before an award vests under the plan. The 2019 LTIP allows for acceleration of vesting and exercise privileges of grants if a participant'sparticipant’s termination of employment is due to a change in control, death or total disability. If a participant'sparticipant’s job is terminated for cause, then all unvested awards expire at the date of termination.
Amended and Restated Midland States Bancorp, Inc. Employee Stock Purchase Plan.Plan. We maintain the Amended and Restated Midland States Bancorp, Inc. Employee Stock Purchase Plan (Amended and Restated May 3, 2019) (the "ESPP"“ESPP”) for the benefit of our eligible employees. The plan is not intended to constitute an "employee“employee stock purchase plan"plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"“Code”). Any employee who has been employed by us or any subsidiary is eligible to participate in the plan upon completion of the service requirements determined by the Compensation Committee. Pursuant to the plan, participating employees are permitted to use after-tax dollars, up to a maximum of $25,000 per calendar year of their compensation, to purchase shares of our common stock at the end of each calendar quarter. The 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.
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) | 1,971,071 | 8.8 | % | ||||
FJ Capital Management LLC(3) | | 1,259,284 | | 5.6 | % | ||
Directors and Named Executive Officers | |||||||
Jeffrey G. Ludwig(4) | | 346,326 | | 1.5 | % | ||
Eric T. Lemke(5) | 9,600 | * | |||||
Douglas J. Tucker(6) | | 46,318 | | * | |||
Jeffrey S. Mefford(7) | 102,871 | * | |||||
James R. Stewart(8) | | 35,783 | | * | |||
R. Dean Bingham(9) | 18,500 | * | |||||
Jennifer L. DiMotta(10) | | 2,897 | | * | |||
Deborah A. Golden(11) | 2,572 | * | |||||
Jerry L. McDaniel(12) | | 138,509 | | * | |||
Jeffrey M. McDonnell(13) | 23,801 | * | |||||
Dwight A. Miller(14) | | 73,904 | | * | |||
Richard T. Ramos(15) | 16,501 | * | |||||
Robert F. Schultz(16) | | 357,012 | | 1.6 | % | ||
Jeffrey C. Smith(17) | 35,972 | * | |||||
All directors and executive officers as a group (15 persons)(18) | | 1,298,864 | | 5.8 | % |
(ii) (b) the managing member of Red Bird Investors LLC; and (iii)(c) the managing member of Summit Investors, LLP. He has voting and investment power over the shares held by J.M. Schultz Investment, L.L.C., Red Bird Investors LLC, and Summit Investors, LLP but disclaims beneficial ownership of these shares except
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, 2020, except that upon Mr. R. Dean Bingham joining the Company board, the Company inadvertently did not file a Form 3 for him within the prescribed timeframe.2021.
govern certain transactions by the Bank with its affiliates) and the Federal Reserve'sReserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders).
| | | |||
| Richard T. Ramos (Chair) Jerry L. McDaniel | | | Jeffrey M. McDonnell | |
PROPOSAL 2—2 — ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 3—3 — RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders are being asked to ratify the appointment of Crowe LLP as our independent registered public accounting firm for 2021.2022. 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, 2021.2022.
| | | 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 | | | | | — | | | | | | — | | |
| 2020 | 2019 | |||||
---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 690,000 | $ | 953,394 | |||
Audit-Related Fees(2) | 15,000 | 15,000 | |||||
Tax Fees(3) | | 7,500 | | 7,500 | |||
All Other Fees | — | — |