| | | | | 2 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 16 | | | |
| | | | | 22 | | | |
| | | | | 22 | | | |
| | | | | 22 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 31 | | | |
| | | | | 32 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 34 | | | |
| | | | | 35 | | | |
| | | | | 35 | | | |
| | | | | 37 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 42 | | | |
| | | | | 45 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 48 | | |
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
|
|
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
|
| |
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
|
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
|
What We Do
|
| |
What We Do Not Do
|
|
|
•
Use performance-based incentives as a significant portion of our NEOs’ total compensation
|
| |
•
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
|
| |
| 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. | |
| 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. | | | | | | | |
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 | | |
2021 Metric
|
| |
Metric
Weight |
| |
Threshold
Goal |
| |
Target
Goal |
| |
Actual
Result |
| |
Percent
Attained |
| |
Payout
Percentage |
| ||||||||||||||||||
Earnings Per Share
|
| | | | 35% | | | | | $ | 2.42 | | | | | $ | 2.68 | | | | | $ | 3.77 | | | | | | 141% | | | | | | 275% | | |
PTPP Income
|
| | | | 35% | | | | | $ | 101,478 | | | | | $ | 112,752 | | | | | $ | 116,272 | | | | | | 103% | | | | | | 112% | | |
Revenue
|
| | | | 30% | | | | | $ | 243,507 | | | | | $ | 270,562 | | | | | $ | 278,226 | | | | | | 103% | | | | | | 100% | | |
Total Payout
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 166% | | |
Name
|
| |
2021
Target % of Salary |
| |
Actual Bonus
(% of Salary) |
| |
Actual Bonus
($) |
| |||||||||
Jeffrey G. Ludwig
|
| | | | 65% | | | | | | 108% | | | | | | 615,143 | | |
Jeffrey S. Mefford
|
| | | | 60% | | | | | | 99% | | | | | | 397,080 | | |
Douglas J. Tucker
|
| | | | 40% | | | | | | 66% | | | | | | 234,489 | | |
Eric T. Lemke
|
| | | | 40% | | | | | | 64% | | | | | | 223,613 | | |
James R. Stewart
|
| | | | 40% | | | | | | 66% | | | | | | 214,721 | | |
Name
|
| |
Target
Award % of Salary |
| |
Number of Shares
|
| |
Actual
Grant Date Fair Value |
| |||||||||
Jeffrey G. Ludwig
|
| | | | 65% | | | | | | 14,489 | | | | | $ | 371,800 | | |
Jeffrey S. Mefford
|
| | | | 55% | | | | | | 8,574 | | | | | | 220,000 | | |
Name
|
| |
Target
Award % of Salary |
| |
Number of Shares
|
| |
Actual
Grant Date Fair Value |
| |||||||||
Douglas J. Tucker
|
| | | | 45% | | | | | | 6,214 | | | | | | 159,444 | | |
Eric T. Lemke
|
| | | | 40% | | | | | | 5,456 | | | | | | 140,000 | | |
James R. Stewart
|
| | | | 45% | | | | | | 5,690 | | | | | | 146,003 | | |
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
|
| |
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 | | |
| | |
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
|
| ||||||||||||||||||
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 | | |
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) ($) (f) |
| |||||||||||||||
Jeffrey G. Ludwig
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeffrey S. Mefford
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Douglas J. Tucker
|
| | | | 138,224 | | | | | | — | | | | | | 45,435 | | | | | | — | | | | | | 616,961 | | |
Eric T. Lemke
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James R. Stewart
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Cash
Severance Payments(1) ($) |
| |
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
|
| |
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 | | |
| | | |
Richard T. Ramos (Chair)
Jerry L. McDaniel |
| | Jeffrey M. McDonnell | |
| | |
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
|
| | | | — | | | | | | — | | |