Keene Turner
Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer at ENTERPRISE FINANCIAL SERVICES
Executive
About Keene Turner
Keene S. Turner (age 45) is Senior Executive Vice President and Chief Financial Officer of Enterprise Financial Services Corp (EFSC) and Enterprise Bank & Trust; he has served as EFSC CFO since October 2013 and resumed bank CFO duties in February 2019 after an earlier 2013–2016 stint . Under EFSC’s 2024 performance, the company delivered record operating revenue of $638M, EPS of $4.83, adjusted ROATCE of 13.71%, and NPA/Assets of 0.30%; EFSC’s 2024 TSR outperformed its peer index (value of $100 investment: EFSC $130 vs peers $122) . Say‑on‑pay support improved to 96% in 2024 (from 80% in 2023), signaling strong shareholder alignment with compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enterprise Financial Services Corp | Executive Vice President & Chief Financial Officer | Oct 2013 – Apr 2023 | Led public company finance function through growth and rate-cycle volatility . |
| Enterprise Financial Services Corp | Senior EVP & Chief Financial Officer | Since May 2023 | Oversaw capital allocation and incentive metric calibration (EPS, ROATCE, credit) . |
| Enterprise Bank & Trust | Chief Financial Officer | 2013–2016; since Feb 2019 | Bank-level financial leadership during deposit growth (+8% in 2024) and credit normalization . |
| Enterprise Bank & Trust | Assistant Corporate Secretary / Corporate Secretary | Asst. CS since May 2022; Corporate Secretary 2013–May 2022 | Governance support and disclosure processes. |
| National Penn Bancshares, Inc. | EVP & Chief Accounting Officer | Feb 2010 – Oct 2013 | Public company reporting and controls. |
External Roles
No public company directorships or external board roles for Mr. Turner are disclosed in EFSC’s executive officer section .
Fixed Compensation
| Year | Base Salary ($) | STIP Target (% of Salary) | Actual STIP Earned ($) | Discretionary Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2022 | 500,271 | 55% | 420,750 | — | 25,500 |
| 2023 | 583,732 | 55% | 359,767 | 75,000 | 27,000 |
| 2024 | 619,477 | 55% | 476,062 | — | 28,710 |
- Base salary adjustments: +17.6% for 2023; +4.0% for 2024 .
- 2024 perquisites for Turner: 401(k) match $20,700; car allowance $7,200; other $810 (total $28,710) .
Performance Compensation
Short‑Term Incentive Plan (STIP) – Design and Outcomes
| Plan Year | Metric | Weight | Threshold | Target | Exceptional | Actual | Notes |
|---|---|---|---|---|---|---|---|
| 2024 | EPS | 40% | $3.20 | $4.18 | $4.78 | $4.94 | EPS and ROATCE adjusted to exclude core conversion ($4.9M) and FDIC special assessment impacts . |
| 2024 | ROATCE | 20% | 10.20% | 12.20% | 13.60% | 13.89% | |
| 2024 | NPA/Assets | 15% | 1.00% | 0.50% | 0.25% | 0.30% | Weight raised from 10% to 15% in 2024 . |
| 2024 | Loan Growth ($) | 10% | 327,000 | 544,000 | 762,000 | 336,237 | Below target; tempered overall payout . |
| 2024 | Leadership Rating | 15% | 2.0 | 3.0 | 4.0 | 4.0 (Turner) | Assigned a 4.0 to Turner . |
- 2024 STIP paid at 137–139% of target for NEOs; Turner earned $476,062 on a 55% target .
- 2023 STIP metrics unchanged from 2022; outcomes 105–109% of target plus a $75,000 discretionary bonus for Turner due to macro disruption and FDIC assessment adjustment .
Long‑Term Incentive Plan (LTIP) – Structure
- Mix for NEOs: 60% performance RSUs, 25% non‑qualified stock options, 15% time‑based RSUs (three‑year cycles; options and time‑based RSUs cliff vest at 3 years) .
LTIP Payouts and Grants
2022–2024 LTIP Cycle – Company Goal Outcomes and Turner’s Awards
| Goal | Weight | Threshold | Target | Exceptional | Actual Outcome |
|---|---|---|---|---|---|
| Relative TSR | 30% | 25th pct | 60th pct | 80th pct | 72nd pct (pays above target) |
| Cumulative EPS | 30% | $13.07 | $14.21 | $15.35 | $15.37 (max 200%); adjusted for core conversion and FDIC charges (+$0.16 effect) |
| Continued Service | 40% | N/A | N/A | N/A | Service-based (options + time-based RSUs) |
| Recipient | Performance RSUs (shares) | Service RSUs (shares) | Stock Options (awarded) |
|---|---|---|---|
| Keene S. Turner | 12,710 | 1,756 | 9,934 |
- Aggregate performance awards for the cycle paid at 181% of target (EPS 200%, TSR 162%) .
2021–2023 LTIP Cycle – Turner’s Awards
| Recipient | Performance RSUs (shares) | Service RSUs (shares) | Stock Options (awarded) |
|---|---|---|---|
| Keene S. Turner | 11,593 | 1,715 | 9,042 |
2024 Grants (cycle 2024–2026)
| Grant Date | Performance RSUs (Target) | Time‑Based RSUs | Stock Options | Strike Price |
|---|---|---|---|---|
| Feb 28, 2024 | 11,588 | 2,897 | 15,163 | $39.50 |
Realized and Upcoming Vesting
- 2024 vesting/realization: Turner had 19,455 shares vest (value $1,055,314) .
- Scheduled RSU vesting (as of 12/31/2024): 1,964 on Jan 31, 2026; 4,989 on Feb 24, 2026; 2,897 on Feb 28, 2027; 4,989 on Feb 24, 2028 .
Equity Ownership & Alignment
| Measure (as of date noted) | Keene Turner |
|---|---|
| Total beneficial ownership (common shares) | 77,296 (includes plan shares and options exercisable/within 60 days) as of Mar 21, 2025 . |
| Ownership % of outstanding | Less than 1% . |
| Depositary shares (Series A preferred, 1/40th per share) | 2,000 depositary shares . |
| Options – exercisable | 9,042 (grants: 2/25/2021 at $43.81) . |
| Options – unexercisable | 34,707 (2022–2024 grants; see table below) . |
| Unvested RSUs (time-based) – count and value | 14,839 RSUs; $836,920 market value (12/31/2024) . |
| Unearned performance RSUs – count and value | 16,497 units; $930,431 market value (12/31/2024) . |
| 2023 beneficial ownership snapshot (for trend) | 49,700 common shares; 2,000 depositary shares (as of Mar 15, 2024) . |
| 2024 shares vested (realized) | 19,455 shares; $1,055,314 value . |
| Stock ownership guideline | 2x base salary for NEOs . |
| Hedging/pledging | Prohibited unless preapproved; insider trading policy in force . |
Detail: Outstanding Options (as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 2/25/2021 | 9,042 | — | $43.81 | 2/25/2031 |
| 2/24/2022 | — | 9,934 | $48.34 | 2/24/2032 |
| 2/28/2023 | — | 9,610 | $54.46 | 2/28/2033 |
| 2/28/2024 | — | 15,163 | $39.50 | 2/28/2034 |
Employment Terms
- Agreement and restrictive covenants: Continuous-term Executive Employment Agreement (amended Aug 4, 2023) with confidentiality, non‑compete and non‑solicit during employment and for 1 year after termination .
- Severance (non‑CIC): If terminated “Other Than for Cause” or constructive termination, severance equals one year of base salary plus target bonus paid over one year, plus one year of continued medical benefits .
- Change in control (double‑trigger): Lump sum equals two years of base salary plus two times the greater of (i) average STIP bonuses of prior two years or (ii) current year target bonus (payable within 10 days after release), plus two years of medical benefits; performance equity vests at greater of target or actual performance through termination date .
- 280G: No tax gross‑ups; “best‑net” cutback applies .
- Quantified potential payouts (12/31/2024 scenario):
- Termination other than for cause: $972,835 total .
- CIC termination: $2,513,300 severance plus $2,402,254 equity acceleration = $4,915,554 total .
- Disability/death equity acceleration: $2,402,254 .
Compensation Structure Analysis
- Mix and trends: For Turner, 2024 compensation mix was 33% base, 25% STIP, 40% LTIP, 2% other; in 2023 it was 32% base, 20% STIP, 43% LTIP, 4% bonus, 1% perquisites—showing sustained equity-heavy, at‑risk pay .
- Metric calibration shifts: 2024 STIP reduced loan growth weight (15%→10%) and increased NPA/Assets weight (10%→15%) reflecting credit normalization focus .
- Use of adjustments and discretion: EPS/ROATCE were adjusted for FDIC assessments and core conversion costs; 2023 also included discretionary cash bonuses amid sector stress—useful context for assessing pay‑for‑performance rigor .
- Plan safeguards: No single‑trigger equity vesting; no repricing/backdating; clawback policy tied to restatements; hedging/pledging restricted; no 280G gross‑ups .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2023 | 80% |
| 2024 | 96% |
Equity Vesting & Potential Selling Pressure
- RSU vesting events (Turner): 1/31/2026 (1,964 shares), 2/24/2026 (4,989), 2/28/2027 (2,897), 2/24/2028 (4,989), which may create episodic liquidity/selling windows; options cliff‑vest on three‑year anniversaries, with expirations 2031–2034 .
Performance & Track Record
- 2024 results: record operating revenue $638M; net income $185M; EPS $4.83; adjusted ROATCE 13.71%; loans +3%, deposits +8%; NPA/Assets 0.30%; dividend +6% (10th consecutive increase) .
- 2023 results: operating revenue $631M; EPS $5.07; ROATCE 16.4%; loans and deposits +12% each .
- TSR context: 2024 outperformed peer index; 2023 lagged due to sector dislocation .
Compensation Peer Group (context)
EFSC benchmarks NEO pay vs regional bank peers of similar size; peer sets disclosed and reviewed with independent consultant (WTW) .
Governance Controls
- Stock ownership guidelines: NEOs 2x base salary; progress expected within 5 years .
- Clawback policy: Restatement‑based recovery for covered executives .
- Insider trading policy: Prohibits hedging/pledging (unless preapproved) .
Investment Implications
- Alignment: Turner’s package is heavily at‑risk with multi‑year performance RSUs and options (60% perf RSUs; 25% options), with 2024 STIP tied to EPS, ROATCE, credit quality, and moderated loan growth—supporting capital/credit discipline .
- Retention/overhang: Significant unvested equity (Turner: 14,839 RSUs and 16,497 performance units plus 34,707 unexercisable options) and a robust CIC double‑trigger program suggest low near‑term retention risk; monitor scheduled vesting dates for potential selling pressure .
- Rigor watchpoints: Adjustments to EPS/ROATCE and 2023 discretionary bonuses introduce judgment in payouts; however, guardrails (no repricing, clawback, no single‑trigger vesting) and improved say‑on‑pay (96%) mitigate governance risk .
- Signal: 2024 LTIP cycle payout at 181% (EPS maxed; TSR above target) and stronger TSR vs peers in 2024 indicate incentive realization aligned with performance recovery; sustaining EPS and ROATCE targets amid rate resets remains the key lever .