FIRST MID BANCSHARES, INC.
For the period ended Apr 30, 2025. Filed Mar 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2025 · Filed Mar 18, 2025
Contents
Key Elements of Compensation
Each year the compensation committee reviews compensation data of the most highly paid executives of other comparable banking institutions. In 2023, the compensation committee retained the services of Blanchard Consulting to conduct a compensation review for executive management relative to competitive compensation, cash and equity incentives, and executive benefits. In 2024, the previous year review was used with an assumed annual increase. The review compared compensation to a peer group of publicly traded bank holding companies in non-urban areas in the Midwest of similar size to the Company.
In addition to the third-party analysis, the compensation committee reviewed benchmarking of executive pay based on the Company’s established peer group. This peer group includes 26 publicly traded financial companies with similar asset sizes that provide banking related services in market areas comparable to the Company:
| Enterprise Financial Services Corporation (EFSC) | Pathward Financial, Inc. (CASH) |
|---|---|
| Equity Bancshares, Inc. (EQBK) | First Busey Corporation (BUSE) |
| 1st Source Corporation (SRCE) | Byline Bancorp, Inc. (BY) |
| Lakeland Financial Corporation (LKFN) | Park National Corporation (PRK) |
| Nicolet Bankshares, Inc. (NIC) | Stock Yards Bancorp, Inc. (SYBT) |
| Peoples Bancorp, Inc. (PEBO) | QCR Holdings, Inc. (QCRH) |
| Midland States Bancorp, Inc. (MSBI) | Old Second Bancorp, Inc. (OSBC) |
| CrossFirst Bankshares, Inc. (CFB) | Great Southern Bancorp, Inc. (GSBC) |
| Community Trust Bancorp, Inc. (CTBI) | Farmers National Banc Corp. (FMNB) |
| Mercantile Bank Corporation (MBWM) | German American Bancorp, Inc. (GABC) |
| Horizon Bancorp (HBNC) | Independent Bank Corporation (IBCP) |
| Northwest Bancshares, Inc. (NWBI) | Premier Financial Corp. (PFC) |
| Republic Bancorp, Inc. (RBCA.A) | Midwest One Financial Group, Inc. (MOFG) |
Because these institutions frequently recruit individuals for senior executive positions requiring similar skills and backgrounds to the individuals recruited by the Company, the compensation committee uses this information as a general guide in establishing the base salaries, cash incentives and equity compensation of the named executive officers.
The compensation committee generally aligns compensation components with those used by the peer institutions and attempts to maintain a comparable level of total compensation (i.e., salary, annual cash incentives and equity compensation). However, the compensation committee does not rely solely on this information. In addition, the compensation committee considers each executive’s current salary, his or her individual performance, the financial performance of the Company, the anticipated difficulty of replacing the executive with a person of comparable experience and skill and the recommendation of the CEO.
Total compensation for the named executive officers was initially targeted at the 25 th to 50 th percentile for similar executive positions. In addition to the factors noted above, the compensation committee considered the level of the executive's accomplishment of individual goals for the prior year, the number of individuals the executive supervises, the level of duties and responsibilities assumed by the executive and the strategic implications of the decisions the executive is required to make.
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