Lyne Andrich
About Lyne B. Andrich
Independent director at Enterprise Financial Services Corp (EFSC) since 2022; age 58. Former EVP & CFO of CoBiz Financial Inc. (Nasdaq: COBZ) from May 2003–Jan 2019, Chief Operating Officer Dec 2017–Jan 2019, and Controller May 1997–May 2003, bringing extensive banking, finance, auditing, and public company experience. Current independence status confirmed by EFSC’s Board; audit committee financial expert designation. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoBiz Financial Inc. (Nasdaq: COBZ) | EVP & CFO | May 2003 – Jan 2019 | Executive leader overseeing finance and public company reporting |
| CoBiz Financial Inc. | Chief Operating Officer | Dec 2017 – Jan 2019 | Operational leadership |
| CoBiz Financial Inc. | Controller | May 1997 – May 2003 | Financial controls and reporting |
| Whiting Petroleum, Inc. (NYSE: WLL) | Director; Audit Committee member | Sep 2019 – Aug 2020 | Public company board and audit oversight |
| Federal Reserve Bank of Kansas City | Community Depository Institutions Advisory Council – Advisory Board member | 2016 – 2018 | Regulatory and industry advisory experience |
| Denver Zoological Foundation (non-profit) | Board of Governors; Chair of Audit & Finance Committee | Jun 2009 – Dec 2022 | Governance and financial oversight in non-profit context |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Fortis Bancorp (private; formerly Fortis Financial Inc.) | Director; Audit Committee member; Chairperson | Director since May 2019; Chair since May 2020 | Compensation Committee member since Jan 2023; Chair of Nominating & Governance since Jan 2023 |
Board Governance
- Board service: Director since 2022; independent under Nasdaq Rule 5605(a)(2). Mandatory retirement policy generally at age 72 or fourth anniversary of initial election (with limited waivers).
- Committee assignments (2024):
- Audit Committee: Member; committee met 5 times; Andrich designated an “audit committee financial expert.”
- Human Capital & Compensation Committee: Member; committee met 4 times (Andrich listed in report signatories).
- Nominating & Governance Committee: Andrich not listed as a member; committee met 6 times.
- Risk Committee: Andrich not listed as a member; committee met 4 times.
- Executive Committee: Andrich not listed; committee met once.
- Board-level practices:
- Independent Chairperson (Michael A. DeCola) enhances independent oversight; Board met 6 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; executive sessions held and presided by the Chair. Annual meeting attendance: 13 of 14 directors attended in 2024.
Fixed Compensation
| Year | Cash Fees | Stock Awards (grant-date fair value) | Total Annual Compensation |
|---|---|---|---|
| 2024 | $62,528 | $59,972 | $122,500 |
| 2023 | $67,056 | $64,444 | $131,500 |
- Non-employee director annual retainer: $110,000 (Chair of the Board: $180,000). Minimum ~ $60,000 of retainer paid in EFSC common stock; shares fully vested upon grant.
- Committee retainers (annual): Audit/Risk Chair $18,000; Non-Chair members $7,500; Human Capital & Compensation Chair $15,000; Non-Chair members $5,000.
- 2023 additional practice: For Jan–Jun 2023, directors received $1,250 per Board meeting and non-chair committee members $1,000 per committee meeting.
Performance Compensation
- Directors: No performance-based pay disclosed for directors; equity grants are fully vested upon grant.
- NEO pay-for-performance (context for governance oversight):
- 2024 STIP metrics and weights: EPS 40%; ROATCE 20%; Nonperforming assets/total assets 15%; Loan growth 10%; Leadership 15%.
- 2024 STIP outcome: 137%–139% of target paid. LTIP 2022–2024 performance cycle payout: 181% of target; performance award maxed at 200% on EPS goal and 162% on relative TSR portion.
| 2024 STIP Metric | Weight |
|---|---|
| Earnings per share (EPS) | 40% |
| Return on avg tangible common equity (ROATCE) | 20% |
| Ratio of nonperforming assets to total assets | 15% |
| Loan growth | 10% |
| Subjective leadership rating | 15% |
| Outcome | Result |
|---|---|
| 2024 STIP payout | 137%–139% of target |
| 2022–2024 LTIP payout | 181% of target |
| LTIP components | EPS performance 200% max; relative TSR 162% |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Interlock/Notes |
|---|---|---|---|
| Whiting Petroleum, Inc. (NYSE: WLL) | Prior | Director; Audit Committee member (Sep 2019–Aug 2020) | No current public boards beyond EFSC per proxy (except CEO Lally); Andrich independent nominee. |
| Fortis Bancorp (private) | Current | Director; Audit Committee Chair; Compensation member; N&G Chair | Private company; no EFSC interlocks disclosed. |
| Compensation Committee Interlocks | 2024 | None | No interlocks or insider participation; members were independent. |
Expertise & Qualifications
- Audit committee financial expert and “financially sophisticated” under Nasdaq Rule 5605(c).
- Deep banking, finance, auditing, and public company experience via CFO/COO/Controller roles at CoBiz and public board service at Whiting.
- Regulatory insight through Federal Reserve advisory role.
- Independent director status.
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Mar 21, 2025 | 5,352 | <1% | Sole voting/investment power unless indicated; group (21 directors & officers) holds 822,550 shares (2.2%) |
| Feb/March 2024 | 3,862 | <1% | Prior year disclosure |
- Non-employee director stock ownership guideline: 5x cash retainer ($50,000). Chairman: greater of 5x normal cash retainer or 3x Chair’s retainer. Compliance status for individual directors not disclosed.
- Insider Trading Policy: Hedging and pledging prohibited for directors and officers.
Governance Assessment
- Board effectiveness: Andrich strengthens financial oversight as an audit committee financial expert and serves on the Human Capital & Compensation Committee, aligning governance with pay-for-performance rigor. Attendance thresholds met across Board/committees, with independent Chair enhancing executive session effectiveness.
- Alignment: Director compensation includes a substantial equity component with minimum ~$60k in common stock, supporting shareholder alignment; stock ownership guidelines at 5x cash retainer further reinforce alignment.
- Investor confidence signals: 2024 say-on-pay approval at 96% indicates strong support for compensation practices; EFSC reported record operating revenue, strong asset quality, and dividend increases, underpinning pay outcomes.
- Conflicts/related-party exposure: EFSC discloses that directors, officers, and related persons may have banking transactions (including loans) on market terms without unusual risk; Audit Committee reviews related-party transactions per charter and policy—no specific adverse items involving Andrich disclosed.
- RED FLAGS: None apparent in proxy regarding Andrich—no pledging/hedging, no committee interlocks, independence affirmed, and attendance standards met. Monitor routine related-party lending environment and any future disclosed exceptions.