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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MidWestOne Financial Group | NASDAQ:MOFG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.42 | 2.00% | 21.45 | 19.70 | 24.24 | 21.60 | 21.21 | 21.22 | 23,199 | 22:30:00 |
Filed by the Registrant:
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Filed by a party other than the Registrant:
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¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Very truly yours,
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Kevin W. Monson
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Chairman of the Board
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1.
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to elect
four
Class III
members of the board of directors for terms expiring in
2022
;
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2.
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to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as described in the accompanying proxy statement, which is referred to as a “say-on-pay” proposal;
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3.
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to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2019
; and
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4.
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to transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting.
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By Order of the Board of Directors
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Kevin W. Monson
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Chairman of the Board
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Table Of Contents
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Page
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Q:
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What is a proxy statement?
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A:
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A proxy statement is a document, such as this one, required by the SEC that, among other things, explains the items on which you are asked to vote on at the annual meeting of shareholders.
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Q:
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Why did I receive access to the proxy materials?
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A:
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We have made the proxy materials available to you over the Internet because on
March 1, 2019
, the record date for the annual meeting, you owned shares of MidWest
One
Financial common stock. This proxy statement lists the matters that will be presented for consideration by our shareholders at the annual meeting to be held on
April 18, 2019
. It also gives you information concerning the matters to assist you in making an informed decision.
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Q:
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Why did I receive a notice regarding the Internet availability of proxy materials instead of paper copies of the proxy materials?
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Q:
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What matters will be voted on at the meeting?
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A:
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You are being asked to vote on: (i) the election of
four
Class III
members of our board of directors for terms expiring in
2022
;(ii) the approval, on a non-binding, advisory basis, of the compensation of our named executive officers (which is referred to as a "say-on-pay" proposal); and (iii) the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2019
. These matters are more fully described in this proxy statement.
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Q:
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How do I vote?
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A:
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After reviewing this document, submit your proxy using any of the proxy voting methods indicated on the notice. You may vote by telephone, by Internet, by mail by completing, signing, dating and mailing the proxy card you received in the mail if you received paper copies of the proxy materials, or in person at the meeting. By submitting your proxy, you authorize the individuals named in it to represent you and vote your shares at the annual meeting in accordance with your instructions. Your vote is important.
Whether or not you plan to attend the annual meeting, please vote by following the instructions on the notice.
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Q:
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If I hold shares in the name of a broker, who votes my shares?
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A:
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Under the rules of various national and regional securities exchanges, brokers and other fiduciaries that hold securities on behalf of beneficial owners generally may vote on routine matters even if they have not received voting instructions from the beneficial owners for whom they hold securities, but are not permitted to vote on non-routine matters unless they have received such voting instructions. The ratification of the appointment of the Company’s independent registered public accounting firm is considered to be a routine matter, and the election of directors and say-on-pay proposal are considered to be non-routine matters. Thus, if you do not provide instructions to your broker as to how it should vote the shares beneficially owned by you, your broker will be able to vote on the ratification of the appointment of RSM US LLP as our independent registered public accounting firm, but generally will not be permitted to vote on any of the other matters described in this proxy statement.
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Q:
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How will my shares of common stock held in the employee stock ownership plan be voted?
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A:
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We maintain an employee stock ownership plan ("ESOP") that owns
286,444
, or
2.4%
of the current outstanding shares of our common stock. Employees of the Company and the Bank participate in the ESOP. As of the record date,
286,444
shares have been allocated to ESOP participants. Each ESOP participant has the right to instruct the trustee of the plan how to vote the shares of our common stock allocated to his or her account under the ESOP. If an ESOP participant properly executes the voting instruction card, the ESOP trustee will vote the participant's shares in accordance with the participant's instructions. Shares of our common stock held in the ESOP, but not allocated to any participant's account,
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Q:
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What does it mean if I receive more than one notice card?
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A:
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It means that you have multiple holdings reflected in our stock transfer records and/or in accounts with stockbrokers. To vote all of your shares by proxy, please follow the separate voting instructions that you received for the shares of common stock held in each of your different accounts.
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Q:
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What if I change my mind after I vote?
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A:
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If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:
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•
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timely submitting another proxy via the telephone or Internet, if that is the method that you originally used to submit your proxy;
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signing another proxy card with a later date and returning that proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717, by mail;
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sending notice to us that you are revoking your proxy; or
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voting in person at the meeting.
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Q:
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How many votes do we need to hold the annual meeting?
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A:
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The holders of a majority of the votes entitled to be cast as of the record date must be present in person or by proxy at the meeting in order to hold the meeting and conduct business. Votes are counted as present at the meeting if the shareholder either:
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•
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is present and votes in person at the meeting; or
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•
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has properly submitted a signed proxy card or other form of proxy (through the telephone or Internet).
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Q:
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What happens if a nominee is unable to stand for re-election?
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A:
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The board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than four nominees. We have no reason to believe any nominee will be unable to stand for re-election.
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Q:
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What options do I have in voting on each of the proposals?
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A:
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Except with respect to the election of directors, you may vote “for,” “against” or “abstain” on each proposal properly brought before the meeting. In the election of directors, you may vote “for” or “withhold authority to vote for” each nominee.
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Q:
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How many votes may I cast?
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A:
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Generally, you are entitled to cast one vote for each share of stock you owned on the record date.
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Q:
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How many votes are needed for each proposal?
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A:
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Except with respect to the election of directors, a majority of the votes cast at the meeting will approve each matter that arises at the annual meeting (meaning the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Directors will be elected by a plurality of the votes cast, and the four individuals receiving the highest number of votes cast “for” their election will be elected as directors of MidWest
One
. Please note, however, that because the say-on-pay vote is advisory, the outcome of such vote will not be binding on the board of directors or the Compensation Committee.
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Q:
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Where do I find the voting results of the meeting?
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A:
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If available, we will announce voting results at the meeting. The voting results also will be disclosed in a Form 8-K that we expect to file within four business days after the meeting.
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Q:
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Who bears the cost of soliciting proxies?
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A:
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We will bear the cost of soliciting proxies. In addition to solicitations by mail, our officers, directors or employees may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders.
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Class III - Term Expiring 2022
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Director
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Name of Individual
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Since
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Position with MidWest
One
Financial
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Janet E. Godwin
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-
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None
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Matthew J. Hayek
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-
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None
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Tracy S. McCormick
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2011
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Director of MidWest
One
Financial and the Bank
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Kevin W. Monson
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2005
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Chairman of MidWest
One
Financial and the Bank
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Class I - Term Expiring 2020
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Director
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Name of Individual
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Since
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Position with MidWest
One
Financial
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Larry D. Albert
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2018
(1)
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Director of MidWest
One
Financial and the Bank
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Charles N. Funk
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2000
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Director, President and Chief Executive Officer of MidWest
One
Financial and the Bank
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Jennifer L. Hauschildt
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2019
(2)
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Director of MidWest
One
Financial and the Bank
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Douglas K. True
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2017
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Director of MidWest
One
Financial and the Bank
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(1)
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Mr. Albert became a director of the Company and the Bank upon the completion of the merger with Central on May 1, 2015, but ceased being a director of the Company upon the expiration of his term on April 21, 2016. He became a director of the Company again upon the retirement of Mr. John M. Morrison on October 1, 2018.
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(2)
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Ms. Hauschildt became a director of the Company and the Bank upon the resignation of Mr. Michael A. Hatch on January 1, 2019. She became a director of the Bank on January 15, 2019.
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•
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overseeing our accounting and financial reporting;
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•
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selecting, appointing and overseeing our independent registered public accounting firm;
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•
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reviewing actions by management on recommendations of the independent registered public accounting firm and internal auditors;
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•
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meeting with management, the internal auditors and the independent registered public accounting firm to review the effectiveness of our system of internal controls and internal audit procedures; and
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•
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reviewing reports of bank regulatory agencies and monitoring management’s compliance with recommendations contained in those reports.
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•
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Each nominee shall meet the minimum requirements for service on the board of directors contained in the Company's bylaws and articles of incorporation;
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•
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Each nominee shall possess the highest personal and professional ethics, integrity and values;
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•
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Each nominee shall have, in the Nominating and Corporate Governance Committee's opinion, a sufficient educational and professional background and have relevant past and current employment affiliations, board affiliations and experience for service on the board;
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•
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Each nominee shall have demonstrated effective leadership and sound judgment in his or her professional life;
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•
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Each nominee shall have a strong appreciation for the community-minded focus of the Company;
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•
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Each nominee shall have exemplary management and communications skills. Most importantly, each nominee must possess the requisite skills and desire to work well within the board structure;
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•
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Each nominee shall be free of conflicts of interest that would prevent him or her from serving on the board;
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•
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Each nominee shall be expected to ensure that other existing and future commitments do not materially interfere with his or her service as a director of the Company;
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•
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Each nominee shall review and agree to meet the standards and duties set forth in the Company's Code of Business Conduct and Ethics;
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•
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Each nominee shall be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the board for an extended period of time; and,
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•
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The "independence" of non-management nominees shall be taken into account so that at least a majority of the board of directors will be made up of directors who satisfy the independence standards set forth by Nasdaq.
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•
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Charles N. Funk, President and Chief Executive Officer;
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•
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Kevin E. Kramer, Chief Operating Officer;
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•
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Barry S. Ray, Senior Vice President and Chief Financial Officer;
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•
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James M. Cantrell, Senior Vice President, Chief Investment Officer and Interim Chief Financial Officer (from December 7, 2017 to June 4, 2018 when Mr. Ray was hired);
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•
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Mitchell W. Cook, Senior Regional President; and
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•
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David E. Lindstrom, Senior Vice President, Retail Banking.
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•
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deliver a consistent and competitive return to our shareholders;
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•
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maintain an environment which encourages and promotes stability and a long-term perspective for both the Company and our management team;
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•
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provide a competitive compensation program, which is motivating for officers and staff members, giving us the flexibility to:
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◦
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encourage the performance and success of each individual in support of our goals and strategic plan;
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◦
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allow the hiring and retention of key personnel who are critical to our long-term success;
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◦
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emphasize goal-based performance objectives, including incentive compensation programs aligned with management’s strategic plan and focused efforts; and
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◦
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mitigate undue risk to the Company with respect to all compensation practices and programs; and
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•
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sustain exemplary management practices which:
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◦
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fulfill appropriate and necessary oversight responsibility to the constituents of MidWest
One
Financial (shareholders, customers, employees, regulators, and communities);
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◦
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maintain the highest level of ethical standards and conduct according to our overall corporate policies; and
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◦
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avoid any implied or real conflict between management’s responsibilities to the Company and each person’s personal interests.
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Name
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Profitability
Net Operating Income/EPS |
|
Asset
Quality |
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Deposit/Loan
Growth Levels |
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Efficiency Ratio
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Individual Goals Specific to NEO Role
|
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Potential 2018 Total Bonus (as % of Base Salary)
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Charles N. Funk
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50%
|
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15%
|
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—
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15%
|
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20%
|
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50%
|
Kevin E. Kramer
|
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40%
|
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15%
|
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20%
|
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10%
|
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15%
|
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40%
|
Barry S. Ray
|
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50%
|
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—
|
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—
|
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—
|
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50%
|
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33.33%
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Mitchell W. Cook
|
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35%
|
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10%
|
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45%
|
|
—
|
|
10%
|
|
33.33%
|
James M. Cantrell
|
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40%
|
|
—
|
|
—
|
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—
|
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60%
|
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33.33%
|
David E. Lindstrom
|
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35%
|
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—
|
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25%
|
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—
|
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40%
|
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33.33%
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•
|
With respect to Mr. Funk, the Committee considered his leadership in the continued execution of the Company’s strategic plan, achievement of retail banking progress in the Minneapolis/St. Paul region, improvement in Company-wide employee engagement survey results, ongoing development and advancement of acquisition opportunities and senior management development. The Committee awarded Mr. Funk a payout of 150% of target for this component.
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•
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With respect to Mr. Kramer, the Committee considered his leadership in the achievement of retail banking progress in the Minneapolis/St. Paul region, improvement in Company-wide employee engagement survey results, and extensive work on merger and credit-related activities. The Committee awarded Mr. Kramer a payout of 150% of target for this component.
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•
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With respect to Mr. Ray, the Committee considered his leadership in the assessment and development of the Accounting Department structure in preparation for Company growth as well as his involvement with merger and acquisition strategy and execution. During his brief tenure with the Company, Mr. Ray has become an integral part of the senior management team. The Committee awarded him a discretionary bonus of $10,000 to reflect his significant contributions and performance.
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•
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With respect to Mr. Cook, the Committee considered his leadership in achieving improved employee engagement survey results in the Minneapolis/St. Paul region. The Committee awarded Mr. Cook a payout of 80% of target for this goal.
|
•
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With respect to Mr. Cantrell, the Committee considered his continued success in the management of the investment portfolio relative to peers, his superior asset liability and net interest margin management, and his leadership as our
|
•
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With respect to Mr. Lindstrom, the Committee considered his management of retail banking integration in Minneapolis/St. Paul and Iowa as well as his oversight in retail strategy, planning, and execution. The Committee awarded Mr. Lindstrom a payout of 150% of target for retail integration and 100% of target for retail strategy and leadership.
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Executive
Officers
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Other Officers /
Managers
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Full-Time
Employees
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Health Plans:
|
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Life & Disability Insurance
|
X
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X
|
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X
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Medical/Dental/Vision Plans
|
X
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X
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X
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Retirement Plans:
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401(k) Plan/Profit-Sharing
|
X
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X
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X
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Executive Deferred Compensation Plan
|
X
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X
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Not Offered
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ESOP
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X
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X
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X
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Perquisites:
|
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Automobile Allowance
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As Duties Require
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As Duties Require
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Not Offered
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Country Club Membership
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As Duties Require
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As Duties Require
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Not Offered
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Named Executive Officer
|
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2018
|
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2019
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Charles N. Funk
|
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$437,000
|
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$455,000**
|
Kevin E. Kramer
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$330,000
|
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$340,000
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Barry S. Ray
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$280,000*
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$285,000
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Mitchell W. Cook
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$214,500
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$219,820
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James M. Cantrell
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$222,200
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$228,950
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David E. Lindstrom
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$220,000*
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$226,600
|
•
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Mr. Funk was awarded 5,000 restricted stock units.
|
•
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Mr. Kramer was awarded 3,200 restricted stock units.
|
•
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Mr. Ray was awarded 2,000 restricted stock units.
|
•
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Mr. Cook was awarded 2,000 restricted stock units.
|
•
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Mr. Cantrell was awarded 2,000 restricted stock units.
|
•
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Mr. Lindstrom was awarded 2,000 restricted stock units.
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Non-Executive Directors
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5 times Annual Retainer
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3 Years to Meet
|
Chief Executive Officer
|
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5 times Annual Base Salary; includes unvested shares
|
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5 Years to Meet
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Chief Financial Officer
|
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2 times Annual Base Salary; includes unvested shares
|
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5 Years to Meet
|
Next 3 Named Executive Officers
|
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3 times Annual Base Salary; includes unvested shares
|
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5 Years to Meet
|
Name and Principal Position
|
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Year
(1)
|
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Salary
|
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Bonus
(2)
|
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Stock
Awards
(3)
|
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Option
Awards
(3)
|
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Non-Equity Incentive Plan Compen-sation
|
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Change in Pension Value and Nonqual-ified Deferred Compen-sation Earnings
(4)
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All Other Compen-sation
(5)
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Total Compen-sation
|
||||||||||||||||
(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
|
||||||||||||||||
Charles N. Funk
|
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2018
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$
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437,000
|
|
|
$
|
—
|
|
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$
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154,350
|
|
|
$
|
—
|
|
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$
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147,488
|
|
|
$
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1,711
|
|
|
$
|
33,068
|
|
|
$
|
773,617
|
|
President and Chief
|
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2017
|
|
422,000
|
|
|
—
|
|
|
182,550
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|
32,381
|
|
|
638,474
|
|
||||||||
Executive Officer
|
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2016
|
|
422,000
|
|
|
—
|
|
|
132,250
|
|
|
—
|
|
|
—
|
|
|
1,386
|
|
|
28,144
|
|
|
583,780
|
|
||||||||
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|
||||||||||||||||
Kevin E. Kramer
|
|
2018
|
|
$
|
330,000
|
|
|
$
|
—
|
|
|
$
|
98,784
|
|
|
$
|
—
|
|
|
$
|
90,420
|
|
|
$
|
—
|
|
|
$
|
28,838
|
|
|
$
|
548,042
|
|
Chief Operating Officer
|
|
2017
|
|
320,000
|
|
|
114,000
|
|
|
109,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,963
|
|
|
617,493
|
|
||||||||
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||||||||||||||||
Barry S. Ray
(6)
|
|
2018
|
|
$
|
162,256
|
|
|
$
|
56,666
|
|
|
$
|
255,870
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,346
|
|
|
$
|
507,138
|
|
Senior Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mitchell W. Cook
|
|
2018
|
|
$
|
214,500
|
|
|
$
|
—
|
|
|
$
|
61,740
|
|
|
$
|
—
|
|
|
$
|
73,623
|
|
|
$
|
—
|
|
|
$
|
44,626
|
|
|
$
|
394,489
|
|
Senior Regional President
|
|
2017
|
|
210,000
|
|
|
—
|
|
|
14,604
|
|
|
—
|
|
|
158,348
|
|
|
—
|
|
|
21,234
|
|
|
404,186
|
|
||||||||
|
|
2016
|
|
204,400
|
|
|
25,000
|
|
|
13,225
|
|
|
—
|
|
|
84,163
|
|
|
—
|
|
|
21,465
|
|
|
348,253
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
James M. Cantrell
(6)
|
|
2018
|
|
$
|
222,200
|
|
|
$
|
—
|
|
|
$
|
61,740
|
|
|
$
|
—
|
|
|
$
|
78,993
|
|
|
$
|
—
|
|
|
$
|
17,991
|
|
|
$
|
380,924
|
|
Vice President, Chief Investment
|
|
2017
|
|
214,200
|
|
|
35,664
|
|
|
65,718
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,459
|
|
|
330,041
|
|
||||||||
Officer and Treasurer
|
|
2016
|
|
210,000
|
|
|
—
|
|
|
39,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,575
|
|
|
267,250
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
David E. Lindstrom
|
|
2018
|
|
$
|
215,769
|
|
|
$
|
—
|
|
|
$
|
61,740
|
|
|
$
|
—
|
|
|
$
|
62,510
|
|
|
$
|
—
|
|
|
$
|
8,751
|
|
|
$
|
348,770
|
|
Senior Vice President, Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Messrs. Ray and Lindstrom were not named executive officers prior to 2018. Mr. Kramer was not a named executive officer prior to 2017.
|
(2)
|
The amount set forth in the "Bonus" column attributable to the year ended
December 31, 2018
for Mr. Ray reflects a $46,666 minimum bonus pursuant to the terms of the offer letter provided him at the time of hire, and a $10,000 discretionary bonus paid for individual performance as discussed further in the Compensation Discussion and Analysis section beginning on page
14
.
|
(3)
|
The amounts set forth in the “Stock Awards” column and the “Option Awards” column reflect the grant date fair value of awards granted during the years ended
December 31, 2018
,
2017
and
2016
, in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in Note 15 to our consolidated financial statements for the year ended
December 31, 2018
, which is located on pages
102 through 103
of our Annual Report on Form 10-K for the year ended
December 31, 2018
.
|
(4)
|
The amounts set forth in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column are above-market interest, as determined for proxy disclosure purposes only, accrued under the SERP for Mr. Funk during the year.
|
(5)
|
All other compensation for the NEOs attributable to the fiscal year
2018
is summarized below.
|
|
Name
|
|
Perquisites
(i)
|
|
401(k)
Match
|
|
Supplemental Retirement Contribution
|
|
ESOP Contribution
|
|
Relocation Expenses
|
|
Total
“All Other
Compensation”
|
|
||||||||||||
|
Charles N. Funk
|
|
$
|
6,679
|
|
|
$
|
11,000
|
|
|
$
|
6,727
|
|
|
$
|
8,662
|
|
|
$
|
—
|
|
|
$
|
33,068
|
|
|
|
Kevin E. Kramer
|
|
9,176
|
|
|
11,000
|
|
|
—
|
|
|
8,662
|
|
|
—
|
|
|
28,838
|
|
|
||||||
|
Barry S. Ray
|
|
2,836
|
|
|
2,333
|
|
|
—
|
|
|
—
|
|
|
27,177
|
|
|
32,346
|
|
|
||||||
|
Mitchell W. Cook
|
|
4,964
|
|
|
11,000
|
|
|
20,000
|
|
|
8,662
|
|
|
—
|
|
|
44,626
|
|
|
||||||
|
James M. Cantrell
|
|
—
|
|
|
9,868
|
|
|
—
|
|
|
8,123
|
|
|
—
|
|
|
17,991
|
|
|
||||||
|
David E. Lindstrom
|
|
2,151
|
|
|
6,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,751
|
|
|
(i)
|
Includes the incremental cost related to the use of a Company-owned automobile for Messrs. Funk, Kramer, Ray, Cook, and Lindstrom, and the Company-paid dinner club membership dues for Messrs. Funk and Cook.
|
(6)
|
Mr. Cantrell served as Interim Chief Financial Officer from December 7, 2017 to June 4, 2018, when Mr. Ray was hired as Chief Financial Officer.
|
Name
|
|
Grant Date
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
All Other Stock Awards: # of Shares of Stock or Units
|
|
All Other Option Awards: # of Securities Underlying Options
|
|
Exercise or Base Price of Option Awards
($/sh)
|
|
Grant Date Fair Value of Stock Unit Awards
|
||||||||||||||||
Threshold
|
|
Target
|
|
Maximum
|
||||||||||||||||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
||||||||||||
Charles N. Funk
|
|
2/15/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
154,350
|
|
|||
|
|
|
|
$
|
109,250
|
|
|
$
|
218,500
|
|
|
$
|
327,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Kevin E. Kramer
|
|
2/15/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,200
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
98,784
|
|
|||
|
|
|
|
$
|
66,000
|
|
|
$
|
132,000
|
|
|
$
|
198,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Barry S. Ray
|
|
6/15/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
166,800
|
|
|||
|
|
11/15/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
89,070
|
|
|||||
|
|
|
|
$
|
46,666
|
|
|
$
|
93,324
|
|
|
$
|
139,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Mitchell W. Cook
|
|
2/15/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
61,740
|
|
|||
|
|
|
|
$
|
35,714
|
|
|
$
|
71,493
|
|
|
$
|
107,143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
James M. Cantrell
|
|
2/15/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
61,740
|
|
|||
|
|
|
|
$
|
36,963
|
|
|
$
|
73,993
|
|
|
$
|
110,889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
David E. Lindstrom
|
|
2/15/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
61,740
|
|
|||
|
|
|
|
$
|
36,630
|
|
|
$
|
73,326
|
|
|
$
|
109,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The amounts set forth in the "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" columns reflect the threshold and target payouts for performance under the bonus plan as described in the section titled “Cash Incentive Awards-Bonuses” in the CD&A above. The amount earned by each NEO for
2018
performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”
|
(2)
|
Mr. Ray’s fiscal year 2018 cash incentive includes a $46,666 minimum bonus pursuant to the terms of his offer letter at the time of hire.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||
|
|
Number of Securities
Underlying Unexercised Options
|
|
Option Exercise Price ($)
|
|
Option
Expiration
Date
|
|
# of Shares or Units of Stock that Have Not Vested
(1)
|
|
Market Value of Shares or Units of Stock that Have Not Vested ($)
(2)
|
||||||||||
Name
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
|
||||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
||||||||
Charles N. Funk
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
12,500
|
|
|
$
|
310,375
|
|
Kevin E. Kramer
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
6,450
|
|
|
$
|
160,154
|
|
Barry S. Ray
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
8,000
|
|
|
$
|
198,640
|
|
Mitchell W. Cook
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,550
|
|
|
$
|
63,317
|
|
James M. Cantrell
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,475
|
|
|
$
|
111,114
|
|
David E. Lindstrom
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,000
|
|
|
$
|
49,660
|
|
(1)
|
The table below shows the remaining vesting schedule for unvested restricted stock units granted on February 15, 2015.
|
|
Name
|
|
2/15/2019
|
|
|
|
|
|
Charles N. Funk
|
|
1,250
|
|
|
|
|
|
James M. Cantrell
|
|
375
|
|
|
|
|
|
Name
|
|
2/15/2019
|
|
2/15/2020
|
|
|
|
||
|
Charles N. Funk
|
|
1,250
|
|
|
1,250
|
|
|
|
|
|
Mitchell W. Cook
|
|
125
|
|
|
125
|
|
|
|
|
|
James M. Cantrell
|
|
375
|
|
|
375
|
|
|
|
|
|
Name
|
|
11/15/2019
|
|
11/15/2020
|
|
|
|
|
|
||
|
Kevin E. Kramer
|
|
500
|
|
|
500
|
|
|
|
|
|
|
|
Name
|
|
2/15/2019
|
|
2/15/2020
|
|
2/15/2021
|
|
|
|
|||
|
Charles N. Funk
|
|
1,250
|
|
|
1,250
|
|
|
1,250
|
|
|
|
|
|
Kevin E. Kramer
|
|
750
|
|
|
750
|
|
|
750
|
|
|
|
|
|
Mitchell W. Cook
|
|
100
|
|
|
100
|
|
|
100
|
|
|
|
|
|
James M. Cantrell
|
|
450
|
|
|
450
|
|
|
450
|
|
|
|
|
|
Name
|
|
2/15/2019
|
|
2/15/2020
|
|
2/15/2021
|
|
2/15/2022
|
|
||||
|
Charles N. Funk
|
|
1,250
|
|
|
1,250
|
|
|
1,250
|
|
|
1,250
|
|
|
|
Kevin E. Kramer
|
|
800
|
|
|
800
|
|
|
800
|
|
|
800
|
|
|
|
Mitchell W. Cook
|
|
500
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|
|
James M. Cantrell
|
|
500
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|
|
David E. Lindstrom
|
|
500
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|
|
Name
|
|
6/15/2019
|
|
6/15/2020
|
|
6/15/2021
|
|
6/15/2022
|
|
||||
|
Barry S. Ray
|
|
2,000
|
|
|
2,000
|
|
|
500
|
|
|
500
|
|
|
|
Name
|
|
11/15/2019
|
|
11/15/2020
|
|
|
|
|
|
||
|
Barry S. Ray
|
|
1,500
|
|
|
1,500
|
|
|
|
|
|
|
(2)
|
The market value of shares is based on a closing stock price of
$24.83
on
December 31, 2018
.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
# of Shares Acquired on Exercise
|
|
Value Realized Upon Exercise ($)
|
|
# of Shares Acquired on Vesting
|
|
Value Realized on Vesting ($)
|
||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||||
Charles N. Funk
|
|
3,500
|
|
|
$
|
50,645
|
|
|
5,000
|
|
|
$
|
154,350
|
|
Kevin E. Kramer
|
|
—
|
|
|
—
|
|
|
1,250
|
|
|
37,998
|
|
||
Barry S. Ray
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Mitchell W. Cook
|
|
—
|
|
|
—
|
|
|
475
|
|
|
14,368
|
|
||
James M. Cantrell
|
|
—
|
|
|
—
|
|
|
1,325
|
|
|
40,903
|
|
||
David E. Lindstrom
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Name
|
|
Executive Contributions in Last FY ($)
|
|
Registrant Contributions in Last FY
(1)
($)
|
|
Aggregate Earnings in Last FY
(2)
($)
|
|
Aggregate Withdrawals / Distributions ($)
|
|
Aggregate Balance at Last FYE
(3)
($)
|
||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
||||||||||
Charles N. Funk
|
|
$
|
60,000
|
|
|
$
|
6,727
|
|
|
$
|
23,550
|
|
|
$
|
—
|
|
|
$
|
422,572
|
|
Kevin E. Kramer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Barry S. Ray
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mitchell W. Cook
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
|||||
James M. Cantrell
|
|
22,220
|
|
|
—
|
|
|
2,439
|
|
|
—
|
|
|
58,366
|
|
|||||
David E. Lindstrom
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The "Registrant Contributions in Last FY" column is also reported in the "All Other Compensation" column of the Summary Compensation Table for the fiscal year
2018
.
|
(2)
|
The "Aggregate Earnings in Last FY" column includes above-market interest also reported in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table for fiscal
2018
. The above-market interest amount for Mr. Funk is $1,711.
|
(3)
|
The "Aggregate Balance at Last FYE" column includes above-market interest also reported in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table for fiscal years 2017 and 2016. The above-market interest amounts for Mr. Funk for fiscal years 2017 and 2016 were $1,543 and $1,386, respectively.
|
|
|
Cash Severance Payments
|
|
Equity Incentive Plan
(1)
|
|
SERP
|
|
||||||
Charles N. Funk
|
|
|
|
|
|
|
|
||||||
Involuntary Termination
(2)
|
|
$
|
546,250
|
|
|
$
|
—
|
|
|
$
|
2,033
|
|
(3)
|
Involuntary Termination in Connection with Change in Control
(4)
|
|
1,461,220
|
|
|
310,375
|
|
|
2,033
|
|
(3)
|
|||
Disability, Retirement or Change in Control
(4)
|
|
—
|
|
|
310,375
|
|
|
2,033
|
|
(3)
|
|||
Death
|
|
—
|
|
|
310,375
|
|
|
2,083
|
|
(5)
|
|||
Kevin E. Kramer
|
|
|
|
|
|
|
|
||||||
Involuntary Termination
(2)
|
|
$
|
330,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Involuntary Termination in Connection with Change in Control
(4)
|
|
840,840
|
|
|
160,154
|
|
|
—
|
|
|
|||
Death, Disability, Retirement or Change in Control
(4)
|
|
—
|
|
|
160,154
|
|
|
—
|
|
|
|||
Barry S. Ray
|
|
|
|
|
|
|
|
||||||
Involuntary Termination
(2)
|
|
$
|
280,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Involuntary Termination in Connection with Change in Control
(4)
|
|
673,324
|
|
|
198,640
|
|
|
—
|
|
|
|||
Death, Disability, Retirement or Change in Control
(4)
|
|
—
|
|
|
198,640
|
|
|
—
|
|
|
|||
Mitchell W. Cook
|
|
|
|
|
|
|
|
||||||
Involuntary Termination
(2)
|
|
$
|
107,250
|
|
|
$
|
—
|
|
|
$
|
60,000
|
|
(6)
|
Involuntary Termination in Connection with Change in Control
(4)
|
|
144,069
|
|
|
63,317
|
|
|
60,000
|
|
(6)
|
|||
Retirement or Change in Control
(4)
|
|
—
|
|
|
63,317
|
|
|
60,000
|
|
(6)
|
|||
Death or Disability
|
|
—
|
|
|
63,317
|
|
|
60,000
|
|
(7)
|
|||
James M. Cantrell
|
|
|
|
|
|
|
|
||||||
Involuntary Termination
(2)
|
|
$
|
222,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Involuntary Termination in Connection with Change in Control
(4)
|
|
602,386
|
|
|
11,114
|
|
|
—
|
|
|
|||
Disability, Retirement or Change in Control
(4)
|
|
—
|
|
|
11,114
|
|
|
—
|
|
|
|||
David E. Lindstrom
|
|
|
|
|
|
|
|
||||||
Involuntary Termination
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Involuntary Termination in Connection with Change in Control
(4)
|
|
353,138
|
|
|
49,660
|
|
|
—
|
|
|
|||
Disability, Retirement or Change in Control
(4)
|
|
—
|
|
|
49,660
|
|
|
—
|
|
|
(1)
|
This column reflects the value of unvested restricted stock unit awards that would vest (a) upon the executive’s death or disability, (b) in connection with the executive’s normal retirement (where approved by the Compensation Committee), or (c) in connection with a change in control if either the awards were not assumed and continued by the surviving organization or the executive had an Involuntary Termination.
|
(2)
|
“Involuntary Termination” refers to a voluntary resignation by the executive for “good reason” or an involuntary termination by MidWest
One
Financial other than for “cause” either of which occurs other than in connection with a change in control.
|
(3)
|
The amount reflected here is the reduced “early retirement” monthly benefit that would be paid to Mr. Funk in a series of 180 installments if his employment with the Company terminated other than for “cause” as of
December 31, 2018
.
|
(4)
|
The employment agreements with our named executive officers include a provision that will limit the amount of payments or benefits received by an NEO in connection with a change in control to $1.00 less than the amount that would result in the application of an excise tax under applicable provisions of sections 280G and 4999 of the Internal Revenue Code.
|
(5)
|
The amount reflected here is the “normal retirement” monthly benefit that would be paid to Mr. Funk’s estate in a series of 180 installments if his employment with the Company terminated due to his death as of
December 31, 2018
.
|
(6)
|
The amount reflected here would be paid to Mr. Cook upon a termination of employment during 2018 other than a termination by the Company for “cause” or Mr. Cook’s death or disability. The amount would be paid in quarterly installments commencing the calendar quarter following termination and continuing for five years.
|
(7)
|
The amount reflected here would be paid to Mr. Cook upon a termination of employment during 2018 as a result of his death or disability. The amount would be paid in quarterly installments commencing the calendar quarter following termination and continuing for five years.
|
•
|
Accrued salary and PTO pay.
|
•
|
Distributions of plan balances under our 401(k) plan and the executive deferred compensation plan. See “Nonqualified Deferred Compensation Table” on page
26
for information on current account balances and an overview of the deferred compensation plan.
|
•
|
All unvested stock options shall become immediately 100% vested and an employee shall have a period of one (1) year following such termination during which to exercise his or her vested stock options.
|
•
|
Any unvested restricted stock units outstanding at the time of an employee’s termination due to death or disability shall become immediately 100% vested upon such termination.
|
Name
(1)
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)
(2)
|
|
Option Awards ($)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
(3)
|
|
All Other Compensation ($)
(4)
|
|
Total ($)
|
||||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
||||||||||||
Larry D. Albert
(5)
|
|
$
|
6,250
|
|
|
$
|
14,564
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,450
|
|
|
$
|
45,264
|
|
Richard R. Donohue
|
|
41,000
|
|
|
14,564
|
|
|
—
|
|
|
8,249
|
|
|
10,600
|
|
|
74,413
|
|
||||||
Michael A. Hatch
(6)
|
|
26,950
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,514
|
|
||||||
Nathaniel J. Kaeding
(7)
|
|
23,433
|
|
|
14,564
|
|
|
—
|
|
|
|
|
|
6,600
|
|
|
44,597
|
|
||||||
Tracy S. McCormick
|
|
40,400
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
9,250
|
|
|
64,214
|
|
||||||
Kevin W. Monson
|
|
31,250
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
10,750
|
|
|
56,564
|
|
||||||
John M. Morrison
(8)
|
|
17,500
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,064
|
|
||||||
Richard J. Schwab
|
|
38,450
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
11,400
|
|
|
64,414
|
|
||||||
Ruth E. Stanoch
|
|
30,000
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
9,150
|
|
|
53,714
|
|
||||||
Douglas K. True
|
|
37,200
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
9,600
|
|
|
61,364
|
|
||||||
Kurt R. Weise
|
|
27,000
|
|
|
14,564
|
|
|
—
|
|
|
—
|
|
|
9,050
|
|
|
50,614
|
|
||||||
Stephen L. West
(9)
|
|
9,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,400
|
|
|
11,567
|
|
||||||
R. Scott Zaiser
|
|
27,600
|
|
|
14,564
|
|
|
—
|
|
|
2,298
|
|
|
9,600
|
|
|
54,062
|
|
(1)
|
As our President and Chief Executive Officer, Mr. Funk receives no additional compensation for service on our board of directors. His compensation is included in the Executive Compensation section of this proxy statement found on pages
23 to 29
.
|
(2)
|
The amounts set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded on May 15, 2018 valued in accordance with FASB ASC Topic 718. For Mr. Morrison, the Compensation Committee approved accelerating the vesting of restricted stock units for his retirement subject to the provisions of the award agreement.
|
(3)
|
Amounts reported include above-market interest, as determined for purposes of proxy disclosure rules only, accrued under the Director Deferred Fee Plan during the year.
|
(4)
|
These amounts include fees, if any, for service on the board of directors of MidWest
One
Bank.
|
(5)
|
Mr. Albert joined the board in October 2018.
|
(6)
|
Mr. Hatch retired from the board in December 2018.
|
(7)
|
Mr. Kaeding joined the board in April 2018.
|
(8)
|
Mr. Morrison retired from the board in October 2018
|
(9)
|
Mr. West retired from the board in April 2018.
|
|
|
|
|
Option Awards
|
|||||
Name
|
|
Stock Awards
|
|
Exercisable
|
|
Unexercisable
|
|||
Larry D. Albert
|
|
440
|
|
|
—
|
|
|
—
|
|
Richard R. Donohue
|
|
440
|
|
|
—
|
|
|
—
|
|
Michael A. Hatch
|
|
440
|
|
|
—
|
|
|
—
|
|
Nathaniel J. Kaeding
|
|
440
|
|
|
—
|
|
|
—
|
|
Tracy S. McCormick
|
|
440
|
|
|
—
|
|
|
—
|
|
Kevin W. Monson
|
|
440
|
|
|
—
|
|
|
—
|
|
John M. Morrison
|
|
—
|
|
|
—
|
|
|
—
|
|
Richard J. Schwab
|
|
440
|
|
|
—
|
|
|
—
|
|
Ruth E. Stanoch
|
|
440
|
|
|
—
|
|
|
—
|
|
Douglas K. True
|
|
440
|
|
|
—
|
|
|
—
|
|
Kurt R. Weise
(1)
|
|
1,565
|
|
|
—
|
|
|
—
|
|
Stephen L. West
|
|
—
|
|
|
—
|
|
|
—
|
|
R. Scott Zaiser
|
|
440
|
|
|
—
|
|
|
—
|
|
(1)
|
Amount for Mr. Weise includes outstanding employee equity awards.
|
|
|
|
2018
|
|
2017
|
||||
Audit Fees
(1)
|
|
$
|
461,646
|
|
|
$
|
439,342
|
|
|
Audit-Related Fees
(2)
|
|
38,912
|
|
|
119,251
|
|
|||
Tax Fees
(3)
|
|
72,404
|
|
|
116,099
|
|
|||
All Other Fees
(4)
|
|
—
|
|
|
1,500
|
|
|||
Total Fees
|
|
$
|
572,962
|
|
|
$
|
676,192
|
|
|
|
|
||||||||
(1)
|
Audit fees consist of fees for professional services provided for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, Annual Report on Form 10-K and related proxy statement and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.
|
||||||||
(2)
|
Audit-related fees represent assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements.
|
||||||||
(3)
|
Tax fees represent fees for professional services related to tax compliance, preparation of original federal and state tax returns, claims for refunds, tax advice, and tax planning services.
|
||||||||
(4)
|
The aggregate other fees billed to the Company by RSM US LLP for the fiscal year ended December 31, 2017 related to preparation of the Company’s 2016 Form 5500.
|
Name of Individual or
Number of Individuals in Group
|
|
Amount and Nature of
Beneficial Ownership
(1)
|
|
Percent
of Class
(2)
|
||
Directors and Nominees:
|
|
|
|
|
||
Charles N. Funk
|
|
103,110
|
|
(3)
|
*
|
|
Larry D. Albert
|
|
9,189
|
|
(4)
|
*
|
|
Richard R. Donohue
|
|
34,974
|
|
(5)
|
*
|
|
Janet E. Godwin
|
|
—
|
|
|
—
|
|
Jennifer L. Hauschildt
|
|
—
|
|
|
—
|
|
Matthew J. Hayek
|
|
1,260
|
|
|
*
|
|
Nathaniel J. Kaeding
|
|
150
|
|
|
*
|
|
Tracy S. McCormick
|
|
83,904
|
|
|
*
|
|
Kevin W. Monson
|
|
82,512
|
|
|
*
|
|
Richard J. Schwab
|
|
2,400
|
|
(6)
|
*
|
|
Ruth E. Stanoch
|
|
2,600
|
|
|
*
|
|
Douglas K. True
|
|
2,000
|
|
(7)
|
*
|
|
Kurt R. Weise
|
|
30,300
|
|
(8)
|
*
|
|
R. Scott Zaiser
|
|
11,949
|
|
(9)
|
*
|
|
Other Named Executive Officers
|
|
|
|
|
||
Kevin E. Kramer
|
|
3,713
|
|
(10)
|
*
|
|
Barry S. Ray
|
|
—
|
|
|
—
|
|
James M. Cantrell
|
|
11,375
|
|
(11)
|
*
|
|
Mitchell W. Cook
|
|
21,711
|
|
(12)
|
*
|
|
David E. Lindstrom
|
|
—
|
|
|
—
|
|
All directors, nominees and executive officers as a group (18 persons)
|
|
401,147
|
|
|
3.3
|
%
|
(1)
|
The information contained in this column is based upon information furnished to us by the persons named above and as shown on our transfer records. The nature of beneficial ownership for shares shown in this column, unless otherwise noted, represents sole voting and investment power.
|
(2)
|
The total number of shares of common stock issued and outstanding on
February 14, 2019
, was
12,149,226
.
|
(3)
|
Includes 4,331 shares allocated to his ESOP account, 93,779 shares for which Mr. Funk shares voting and investment power with his spouse, and 5,000 restricted stock unit awards that are unvested but will settle within 60 days of
February 14, 2019
.
|
(4)
|
Includes 9,189 shares for which Mr. Albert shares voting and investment power with his spouse.
|
(5)
|
Includes 20,469 shares owned by Mr. Donohue’s spouse.
|
(6)
|
Includes 2,400 shares held in an IRA for Mr. Schwab.
|
(7)
|
Includes 1,600 shares for which Mr. True shares voting and investment power with his spouse.
|
(8)
|
Includes 14,500 shares owned by Mr. Weise’s spouse, 14,000 shares held in his revocable trust, 487 shares allocated to his ESOP account, and 375 restricted stock unit awards that are unvested but will settle within 60 days of
February 14, 2019
.
|
(9)
|
Includes 121 shares owned by a corporation over which Mr. Zaiser has control. Also includes 9,000 shares pledged for collateral on a loan from MidWest
One
Bank.
|
(10)
|
Includes 1,000 shares held in his IRA, 815 shares for which Mr. Kramer shares voting and investment power with his spouse, and 1,550 restricted stock unit awards that are unvested but will settle within 60 days of
February 14, 2019
.
|
(11)
|
Includes 500 shares held in his IRA and 2,187 shares allocated to his ESOP account. Also includes 6,988 shares for which Mr. Cantrell shares voting and investment power with his spouse and 1,700 restricted stock unit awards that are unvested but will settle within 60 days of
February 14, 2019
.
|
(12)
|
Includes 636 shares allocated to his ESOP account. Also includes 20,350 shares for which Mr. Cook shares voting and investment power with his spouse and 725 restricted stock unit awards that are unvested but will settle within 60 days of
February 14, 2019
.
|
Name and Address
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percent
of Class
(1)
|
||
John S. Koza
209 Lexington Avenue
Iowa City, Iowa 52246
|
|
822,400
|
|
(2)
|
6.8
|
%
|
Royce & Associates, LP
745 Fifth Avenue
New York, New York 10151
|
|
616,372
|
|
(3)
|
5.1
|
%
|
(1)
|
Based on the total number of shares of common stock issued and outstanding on
February 14, 2019
, of
12,149,226
.
|
(2)
|
Based on a Schedule 13G filed with the SEC on February 2, 2018. Excludes 60,325 shares owned by Mr. Koza’s spouse, over which Mr. Koza disclaims beneficial ownership. Includes 202,840 shares owned by Mr. Koza individually, and 619,560 shares held in trusts over which Mr. Koza holds sole investment and voting power. Mr. Koza retired from the Board in April 2014 and now serves as Director Emeritus.
|
(3)
|
Based on a Schedule 13G filed with the SEC on January 15, 2019.
|
(a)
|
the number of securities to be issued upon the exercise of outstanding options, warrants and rights;
|
(b)
|
the weighted-average exercise price of such outstanding options, warrants and rights; and
|
(c)
|
other than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plans.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(1)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by securityholders
|
|
83,750
|
|
|
$
|
—
|
|
|
445,660
|
|
Equity compensation plans not approved by securityholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
83,750
|
|
|
$
|
—
|
|
|
445,660
|
|
(1)
|
The number of securities to be issued as shown in column (a) represents
no
outstanding options and
83,750
nonvested restricted stock units. The weighted-average exercise price shown in column (b) reflects only the weighted-average exercise price of the outstanding options and does not take into account the grant date fair value of the outstanding nonvested restricted stock units.
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1 Year MidWestOne Financial Chart |
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