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
Pay Versus Performance
The following table shows the total compensation from the Summary Compensation Table to compensation actually paid ("CAP") for the CEO and the average CAP paid to the other non-CEO named executive officers ("NEOs") during 2024. This table also includes, for comparative purposes, the Company's total shareholder return ("TSR"), peer group TSR, and the Company's net income and asset quality ratio.
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table Total For Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs (2) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Asset Quality Ratio |
| 2024 | $1,604,008 | $1,788,476 | $705,801 | $751,171 | $119.19 | $122.10 | $78,898,000 | 0.90% |
| 2023 | $1,184,106 | $1,177,603 | $554,241 | $554,737 | $109.25 | $100.08 | $68,935,000 | 0.90% |
| 2022 | $1,552,237 | $1,304,801 | $671,237 | $611,320 | $97.90 | $98.03 | $72,952,000 | 0.90% |
| 2021 | $1,689,377 | $1,975,540 | $778,455 | $859,394 | $127.49 | $113.59 | $51,490,000 | 1.30% |
| 2020 | $1,011,661 | $1,002,217 | $489,992 | $488,144 | $98.21 | $85.98 | $45,270,000 | 2.09% |
(1) The CEO, included in all years above, is Mr. Dively. To calculate the CEO CAP, the table below reflects the amounts deducted from and added to Summary Compensation Table total compensation. Since the Company did not report a change in pension value for the CEO for any years reflected in the Summary Compensation Table, a deduction for pension value is not needed. There were no awards that failed to meet the applicable vesting conditions or that were forfeited during 2024.
| Summary Compensation Table · Current Year Stock Awards · Prior Stock Awards | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Total Compensation | Stock Awards | Year End Fair Value of Awards Outstanding & Unvested | Vest Date Fair Value of Awards Granted & Vested in Current Year | Change in Fair Value of Awards Outstanding & Unvested | Change in Fair Value of Awards Vested in Current Year | Total Dividends Paid on Vested Awards | Compensation Actually Paid (CAP) |
| 2024 | $1,604,008 | ($402,000) | $486,024 | $0 | $16,222 | $58,841 | $25,381 | $1,788,476 |
| 2023 | $1,184,106 | ($287,456) | $210,248 | $0 | $26,832 | $22,274 | $21,599 | $1,177,603 |
| 2022 | $1,552,237 | ($427,960) | $333,632 | $0 | ($92,834) | ($76,529) | $16,256 | $1,304,801 |
| 2021 | $1,689,377 | ($357,136) | $445,016 | $0 | $142,437 | $43,368 | $12,478 | $1,975,540 |
| 2020 | $1,011,661 | ($179,192) | $175,032 | $0 | ($8,270) | ($5,940) | $8,926 | $1,002,217 |
(2)The Non-CEO NEOs, included for each of the years above, are: Mr. Smith, Mr. Taylor, Mr. McRae and Mr. Beesley. To calculate the Non-CEO NEOs average CAP, the table below reflects amounts deducted from and added to Summary Compensation Table total summary compensation. Since the Company did not report a change in pension value for any of the non-CEO NEOs for any years reflected in the Summary Compensation Table, a deduction for pension value is not needed. There were no awards that failed to meet the applicable vesting conditions or that were forfeited during 2024.
| Summary Compensation Table · Current Year Stock Awards · Prior Stock Awards | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Total Compensation | Stock Awards | Year End Fair Value of Awards Outstanding & Unvested | Vest Date Fair Value of Awards Granted & Vested in Current Year | Change in Fair Value of Awards Outstanding & Unvested | Change in Fair Value of Awards Vested in Current Year | Total Dividends Paid on Vested Awards | Compensation Actually Paid (CAP) |
| 2024 | $705,801 | ($106,363) | $128,594 | $0 | $4,356 | $12,046 | $6,736 | $751,171 |
| 2023 | $554,241 | ($76,010) | $57,189 | $0 | $7,311 | $6,105 | $5,901 | $554,737 |
| 2022 | $671,237 | ($113,163) | $88,220 | $0 | ($20,089) | ($19,317) | $4,432 | $611,320 |
| 2021 | $778,455 | ($107,313) | $128,391 | $5,229 | $39,382 | $11,638 | $3,612 | $859,394 |
| 2020 | $489,992 | ($49,536) | $46,283 | $2,120 | ($1,988) | ($1,329) | $2,603 | $488,144 |
The following charts illustrate the relationship between CEO and non-CEO NEO CAP and the Company's Total Shareholder Return ("TSR"), peer group TSR, the Company's net income and asset quality.
The CAP for the CEO and non-CEO NEOs is aligned with the Company's TSR. Annual objectives are set for the CEO and non-CEO NEOs with consideration given to general market and shareholder expectations for the Company's performance. Utilizing these objectives is intended to align with TSR. The CEO and non-CEO NEO CAP comparability to TSR is also impacted by the use of equity incentives which are awarded based on earnings performance compared to plan each year and the value will be more or less depending on the value of the Company's stock price. See Equity Compensation above, for additional description of these incentives.
The CAP varies from the Company's net income primarily due to the multiple components of CAP such as equity incentives, the value of which is tied to the stock price which does not always correlate to the Company's profitability. The annual cash incentive is determined by multiple components which have some correlation to net income but the correlation varies by component. The annual objectives are set for the CEO and non-CEO NEOs with consideration given to general market and shareholder expectations for the Company's performance. See Annual Cash Incentives above for a full description of these components.
The asset quality measure is a ratio of adversely classified assets divided by total loans. A lower ratio is positive and a higher ratio is negative. The utilization and monitoring of this ratio is important to understand the credit risk in the Company's loan portfolio. An increased migration of loans to adversely classified is an early sign of potential problem in the loans that could lead to elevated losses and vice versa. There are multiple components of CAP that can, in the aggregate, have a greater influence on the result than any one metric. However, maintaining a strong asset quality culture is an important strategic objective that is consistently discussed with shareholders of the Company. Beginning in 2022, a maximum level was added for asset quality achievement in the Company's incentive compensation plan. This CAP causes some variation in the relationship of CAP to asset quality because the actual level of asset quality illustrated above is lower than the maximum used in the incentive payment. Also, as stated above, due to multiple components of CAP, there is not a direct correlation to one metric.
The Peer TSR is based on the S&P U.S. BMI Banks-Midwest Region Index. The Company monitors its TSR against the Peer TSR on an ongoing basis to identify if its TSR performance is generally aligned or an outlier.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.