Lars Anderson
About Lars C. Anderson
Independent director of Enterprise Financial Services Corp (EFSC), appointed August 12, 2025, with initial service through the 2026 Annual Meeting. Brings 38 years of financial services experience across regional, commercial, and corporate banking; previously EVP & COO at Fifth Third Bancorp and Vice Chairman roles at Comerica and Fifth Third. Education: Suffolk University; advanced management program at UNC Kenan-Flagler; executive management program at University of Chicago Booth. Age not disclosed; independence evidenced by appointment to Audit and Human Capital & Compensation Committees, which require independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp (Nasdaq: FITB) | EVP & Vice Chairman, Commercial Banking | Feb 2020–May 2023 | Led commercial banking; risk and strategic execution |
| Fifth Third Bancorp | EVP & Chief Operating Officer | Aug 2015–Feb 2020 | Enterprise operations leadership |
| Comerica Bank (NYSE: CMA) | Vice Chairman & Head, Business Bank | Dec 2010–Jul 2015 | Business banking leadership |
| BB&T (now Truist, NYSE: TFC) | EVP & Group Banking Executive; various leadership roles | 1984–2010 (EVP 2009–2010) | Commercial banking group leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vantiv, Inc. (NYSE: VNTV) | Director | 2015–2017 | Public company board experience |
| Bellwether Enterprise Real Estate Capital, LLC | Director | 2020–2023 | Real estate capital board |
| SMU Cox School of Business | Director | 2013–2015 | Academic board role |
| Georgia Chamber of Commerce | Director | 2004–2010 | State chamber governance |
Board Governance
- Committee assignments: Audit Committee; Human Capital & Compensation Committee (HCCC) .
- Independence: Board-appointed to Audit and HCCC, which require independent directors under Nasdaq rules .
- Board leadership: Independent Chair (Michael A. DeCola) since May 2023; Board met six times in 2024; all incumbent directors attended ≥75% of Board/committee meetings; 13 of 14 attended the 2024 Annual Meeting .
- Stock ownership guidelines: Non-employee directors must own 5x cash retainer ($50,000 baseline) over time; hedging and pledging prohibited by Insider Trading Policy .
- Mandatory retirement policy: Generally next annual meeting after age 72 or fourth anniversary of initial election, with annual waivers possible until age 75 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $110,000 | Paid in July for 12-month period; Anderson to receive pro rata for 2025 |
| Equity portion of retainer (minimum) | ~$60,000 (grant-date FV) | Fully vested shares; directors may elect up to 100% in stock |
| Committee member fees – Audit | $7,500 | Non-chair member annual retainer |
| Committee member fees – HCCC | $5,000 | Non-chair member annual retainer |
| Committee chair premiums (reference) | $15,000–$18,000 | Audit/Risk $18k; HCCC/Nominating $15k; not applicable to Anderson unless designated |
| Chair of Board retainer (reference) | $180,000 | Applies to Board Chair; not applicable to Anderson |
EFSC pays a portion of director retainer in fully vested common shares (granted on payment dates), aligning director interests with shareholders; Anderson will receive the standard program on a pro rata basis from appointment .
Performance Compensation
Directors do not receive performance-based equity or cash tied to financial metrics; equity is fully vested on grant. EFSC’s performance metrics apply to executives, not directors:
| 2024 STIP Metrics (Executive Program) | Weight | Threshold | Target | Exceptional | Actual (adjusted) |
|---|---|---|---|---|---|
| EPS | 40% | $3.20 | $4.18 | $4.78 | $4.94 |
| ROATCE | 20% | 10.20% | 12.20% | 13.60% | 13.89% |
| Loan growth ($) | 10% | $327,000k | $544,000k | $762,000k | $336,237k |
| Nonperforming assets/total assets | 15% | 1.00% | 0.50% | 0.25% | 0.30% |
| Leadership rating (subjective) | 15% | 2 | 3 | 4 | CEO 3.75; others 4.0 |
Context: EFSC’s executive pay-for-performance framework informs HCCC oversight; directors’ compensation remains fixed/equity-based without performance conditions .
Other Directorships & Interlocks
- Current public company boards: None disclosed at appointment; prior public board at Vantiv (2015–2017) .
- Committee interlocks: 2024 HCCC disclosed no interlocks or insider participation; no EFSC executive served on compensation committees of other entities with reciprocal ties .
- Related party transactions: EFSC reported none under Item 404(a) for Anderson upon appointment .
Expertise & Qualifications
- Domain: Commercial and corporate banking operations, risk management, and strategic growth across multiple regional institutions .
- Board-relevant skills: Financial and risk oversight suited to Audit; human capital and pay governance suited to HCCC .
- Education: Suffolk University; executive programs at UNC Kenan-Flagler and UChicago Booth .
Equity Ownership
- Beneficial ownership: Not yet disclosed for Anderson (appointed post-2025 proxy). EFSC applies director ownership requirement of 5x cash retainer baseline and prohibits hedging/pledging; compliance tracked over a five-year window .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
- Strengths: Appointment to Audit and HCCC signals independence and strong fit for risk/pay oversight; no related-party transactions at appointment; EFSC’s director pay includes equity and stock ownership guidelines to align incentives .
- Attendance/engagement: EFSC board attendance in 2024 was strong; Anderson’s attendance will be assessed in the 2026 proxy cycle given his August 2025 start .
- Compensation governance: HCCC retains independent consultant (Willis Towers Watson) and uses peer benchmarking; say-on-pay support historically high (96% in 2024) and remained favorable in 2025 .
- RED FLAGS: None identified—no Item 404(a) related-party transactions; hedging/pledging prohibited; no evidence of director equity pledging or option repricing; board operates with independent chair and executive sessions .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Say-on-Pay | For: 22,219,005; Against: 5,979,163; Abstain: 80,379; Broker non-votes: 3,018,145 |
| 2024 Say-on-Pay (context) | 96% approval of compensation program |
Committee Structure Reference
| Committee | 2024 Chair | Meetings (2024) | Membership Notes |
|---|---|---|---|
| Audit | Nevada A. Kent IV | 5 | All members independent; multiple “financial experts” designated |
| HCCC | Michael R. Holmes | 4 | All independent; WTW as consultant |
| Nominating & Governance | Sandra A. Van Trease | 6 | All independent |
| Risk | Robert E. Guest Jr. | 4 | Oversight of enterprise risk & ESG/sustainability |
Related Party Transactions & Policies
- Item 404(a): No related person transactions for Anderson at appointment .
- Code of Ethics & Insider Trading Policy: Enforced across directors and executives; prohibits hedging and restricts pledging; robust governance framework disclosed .
Notes on Director Compensation Execution (2025)
- Anderson will receive EFSC’s standard non-employee director compensation pro rata from appointment (retainer and committee fees, with a minimum stock component) .
- EFSC’s director equity grants are fully vested upon grant; directors may elect higher equity mix to meet ownership guidelines .
Overall, Anderson’s appointment strengthens EFSC’s board depth in commercial banking operations and risk. The absence of related-party transactions, independence-compatible committee assignments, and equity-anchored director pay structure support investor confidence in governance quality .