Doug Bauche
About Doug Bauche
Doug Bauche, 55, is Senior Executive Vice President and, effective October 1, 2025, Chief Banking Officer of Enterprise Financial Services Corp (EFSC). He previously served as Chief Credit Officer since May 2023 and has been with EFSC for more than 25 years . As CBO, he leads the company’s commercial revenue-producing businesses; his October 2025 contract amendment set base salary at $500,000 with a 50% target annual bonus and continued participation in EFSC’s LTIP and STIP . Company performance context for incentive alignment: in 2024 EFSC delivered $638M record operating revenue, $185M net income, EPS $4.83, TBV/share +10% to $37.27, adjusted ROATCE 13.71%, loan growth 3%, deposits +8%, and TSR that outperformed the peer index (value of $100 investment rose to $130 vs peer $122) .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Enterprise Financial Services Corp / Enterprise Bank & Trust | SEVP, Chief Credit Officer (EFSC and EB&T) | May 2023–Sep 2025 | Executive officer role prior to CBO promotion |
| Enterprise Bank & Trust | President, St. Louis Region | Mar 2014–Apr 2016 and Dec 2018–Jan 2020 | Regional leadership roles |
| Enterprise Bank & Trust | President, St. Charles Region | Mar 2000–Mar 2014 | Regional leadership role |
Fixed Compensation
| Item | Detail |
|---|---|
| Base salary (effective Oct 1, 2025) | $500,000; may be increased (not decreased without consent) |
| Target annual cash bonus (STIP) | 50% of then-current base salary (from Oct 1, 2025 amendment) |
| 2024 base salary | $441,232 |
| 2024 STIP target (as % of salary) | 45% |
| 2024 perquisites (401k match, car allowance, club dues, other) | $44,868 total ($20,700 401k match; $7,200 car; $12,840 club; $4,128 other) |
| 2024 base salary increase vs 2023 | 4.7% (committee action for 2024) |
Multi-year compensation (NEO disclosure):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 441,232 | 289,567 | 100,128 | 277,773 | 44,868 | 1,153,568 |
| 2023 | 415,962 | 317,844 | 95,617 | 201,329 | 41,226 | 1,121,978 |
| 2022 | 368,808 | 713,069 | 74,996 | 253,125 | 35,496 | 1,445,494 |
Performance Compensation
STIP design and 2024 results:
- 2024 STIP metrics/weights (applied across NEOs): EPS 40%; ROATCE 20%; Nonperforming assets/total assets 15%; Loan growth 10%; Leadership rating 15% .
- 2024 Company outcomes used for STIP: EPS $4.94 (adjusted), ROATCE 13.89%, NPA/Assets 0.30%, Loan growth $336.237M; leadership rating for Mr. Bauche assigned 4 (exceptional) .
- 2024 STIP payout for Mr. Bauche: Threshold $100,125; Target $200,250; Exceptional $300,375; Actual $277,773 .
| Metric | Weight | Threshold | Target | Exceptional | Actual/2024 |
|---|---|---|---|---|---|
| EPS ($) | 40% | 3.20 | 4.18 | 4.78 | 4.94 (adjusted) |
| ROATCE (%) | 20% | 10.20 | 12.20 | 13.60 | 13.89 |
| NPA / Total Assets (%) | 15% | 1.00 | 0.50 | 0.25 | 0.30 |
| Loan Growth ($000s) | 10% | 327,000 | 544,000 | 762,000 | 336,237 |
| Leadership Rating (1–4) | 15% | 2 | 3 | 4 | 4 (Bauche) |
| 2024 STIP Award (Bauche) | Threshold | Target | Exceptional | Actual |
|---|---|---|---|---|
| Award Value ($) | 100,125 | 200,250 | 300,375 | 277,773 |
LTIP structure and outcomes:
- LTIP mix for NEOs: 60% performance-based RSUs; 25% non-qualified stock options; 15% time-based RSUs .
- Open LTIP cycles (2023–2025; 2024–2026): 30% TSR, 30% EPS, 40% service (25% options, 15% time-based RSUs), payout curve 25%–200% of target .
- 2022–2024 LTIP results: TSR 72nd percentile; cumulative EPS $15.37 (adjusted +$0.16 for specified items); performance awards paid at 181% of target (EPS 200%, TSR 162%) .
- 2022–2024 LTIP share outcomes for Bauche: 6,502 performance shares; 898 service RSUs; 5,081 service stock options .
| 2022–2024 LTIP Goal | Weight | Threshold | Target | Exceptional | Actual |
|---|---|---|---|---|---|
| TSR (percentile) | 30% | 25th | 60th | 80th | 72nd |
| Cumulative EPS ($) | 30% | 13.07 | 14.21 | 15.35 | 15.37 (adj) |
| Continued Service | 40% | N/A | N/A | N/A | Service-based vesting |
| 2022–2024 LTIP Awards (Bauche) | Performance Shares | Service RSUs | Total Shares | Service Stock Options |
|---|---|---|---|---|
| Shares/Options | 6,502 | 898 | 7,400 | 5,081 |
Equity Ownership & Alignment
- Beneficial ownership: 36,728 common shares (<1%), including 3,023 shares in the EFSC Incentive Savings Plan and 9,811 options exercisable within 60 days as of March 21, 2025 .
- Stock ownership guidelines: NEOs must own stock equal to 2x base salary within five years; evaluated at greater of acquisition value or current market value .
- Hedging/pledging: Hedging is prohibited; pledging restricted (requires pre-approval); insider trading policy in place .
- Clawback: Company maintains an incentive compensation clawback policy aligned with SEC rules .
Outstanding equity and vesting (12/31/2024):
| Category | Detail |
|---|---|
| RSUs not vested | 9,182 units; market value $517,865 at $56.40/share |
| Performance-based (unearned) | 8,558 units; market value $482,671 at $56.40/share |
| Options – exercisable | 4,730 @ $43.81; grant 2/25/2021; exp 2/25/2031 |
| Options – unexercisable | 5,081 @ $48.34 (2/24/2022 → 2/24/2032); 5,105 @ $54.46 (2/28/2023 → 2/28/2033); 7,786 @ $39.50 (2/28/2024 → 2/28/2034) |
RSU vesting schedule (as disclosed):
| Vest Date | Units |
|---|---|
| Jan 31, 2026 | 1,043 |
| Feb 24, 2026 | 3,326 |
| Feb 28, 2027 | 1,487 |
| Feb 24, 2028 | 3,326 |
Employment Terms
| Term | Provision |
|---|---|
| Current role and compensation | Promoted to Chief Banking Officer effective Oct 1, 2025; base salary $500,000; eligible annually for STIP and LTIP; target bonus 50% of base |
| Employment agreement dates | Amended & Restated Executive Employment Agreement dated Mar 1, 2019; amended Aug 4, 2023; second amendment effective Oct 1, 2025 |
| Severance (no CIC) | If terminated without Cause or for Good Reason: 1x base salary + target bonus, paid over 1 year; 12 months medical |
| Change-in-control (double trigger) | If terminated without Cause or for Good Reason within 3 months before or 12 months after a CIC: 24 months base salary; 2x greater of (avg past two STIP cash bonuses) or (target STIP for year of termination); prorated current-year STIP; 24 months medical; performance equity vests at greater of target or performance-to-date; expanded non-compete geography |
| Restrictive covenants | Non-compete/non-solicit for 1 year post-employment; extended to 18 months for qualifying CIC-related terminations |
| Clawback | Incentive comp subject to clawback policy |
| Death benefit | $350,000 paid to beneficiaries via bank-owned life insurance, subject to company receipt of death benefit |
| Related-party transactions | None required to be reported for Mr. Bauche; no arrangements or family relationships linked to his appointment |
Quantified severance/change-in-control economics (as of 12/31/2024):
| Scenario | Severance | Equity Acceleration | Total |
|---|---|---|---|
| Termination other than for cause | $664,563 | — | $664,563 |
| CIC termination (double trigger) | $1,657,979 | $1,330,737 | $2,988,716 |
Compensation Structure Analysis
- Cash vs equity mix (2024): For Bauche, base 38%, STIP 24%, LTI 34%, other 4%—indicative of a majority at-risk structure below CEO levels .
- STIP calibration shifts: 2024 STIP reduced loan growth weight (15%→10%) and increased asset quality weight (NPA/Assets 10%→15%) to reflect credit normalization—tilting incentives toward prudent risk/credit outcomes .
- LTIP performance rigor: Three-year EPS and relative TSR with 25%–200% payout curve; 2022–2024 paid at 181% (EPS maxed at 200%); adjustments disclosed and limited (core conversion, FDIC special assessment) .
- Governance safeguards: No repricing/backdating; prohibited hedging; limited pledging; no 280G gross-ups (cutback used); stock ownership guidelines (2x salary for NEOs); robust clawback policy .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96% of votes cast supported the program, reinforcing shareholder alignment of incentive design .
Investment Implications
- Pay-for-performance alignment looks solid: 2024 STIP paid above target on EPS/ROATCE and leadership with tighter credit metrics; LTIP paid at 181% on 3-year goals, tied to EPS outperformance and above-median TSR—supportive of incentive efficacy .
- Retention/watch items: Significant unvested RSUs (9,182) and unearned performance units (8,558) with known vesting dates could create episodic selling pressure around 2026–2028 vesting events; multiple option grants expiring 2031–2034 maintain long-dated alignment but also add optionality value .
- Alignment/skin-in-the-game: Beneficial ownership (36,728 shares; <1%) plus options suggests meaningful exposure, with policy-driven ownership guideline of 2x salary (will scale with new $500k base) and prohibitions on hedging/pledging reducing misalignment risk .
- Change-in-control economics: Double-trigger structure with 2x cash multiple plus equity acceleration at target or actual is moderate for regional banks and should not unduly incentivize deal-making; no 280G gross-up is shareholder-friendly .
- Role elevation to Chief Banking Officer: Expanded remit over commercial revenue businesses increases his direct line-of-sight to growth metrics embedded in STIP/LTIP; investors should monitor credit-quality trends and revenue productivity under his leadership for forward compensation realizations .