Mark Ponder
Senior Executive Vice President and Chief Administrative Officer at ENTERPRISE FINANCIAL SERVICES
Executive
About Mark Ponder
Senior Executive Vice President and Chief Administrative Officer of EFSC and Enterprise Bank & Trust since May 2023; previously EVP & CAO at the bank from December 2018–April 2023, SVP & Controller at EFSC (March 2012–March 2019), and CFO of the bank (August 2016–February 2019) . He is 54 years old as of March 13, 2025 . EFSC’s recent performance underpinning incentive payouts: 2024 operating revenue $638M, net income $185M, diluted EPS $4.83, adjusted ROATCE 13.71%, loan growth 3%, deposits up 8%; STIP paid 137–139% of target and LTIP (2022–2024) paid 181% of target shares . LTIP metrics achieved: TSR at 72nd percentile and cumulative EPS $15.37, supporting above-target equity payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enterprise Financial Services Corp (EFSC) | Senior EVP & Chief Administrative Officer | May 2023–present | Executive leadership of enterprise administration during core system conversion period and efficiency program |
| Enterprise Bank & Trust | EVP & Chief Administrative Officer | Dec 2018–Apr 2023 | Oversaw administration at bank; received special bonuses for leading core system conversion |
| EFSC | Senior VP & Controller | Mar 2012–Mar 2019 | Controller responsibilities; signatory on multiple SEC filings |
| Enterprise Bank & Trust | CFO | Aug 2016–Feb 2019 | Financial leadership at bank subsidiary |
External Roles
No external directorships or roles disclosed .
Fixed Compensation
Multi-year summary (NEO disclosure begins in 2023):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,962 | $423,309 |
| Bonus ($) | $90,000 (includes $50,000 for core conversion) | $50,000 (core conversion) |
| Non-Equity Incentive (STIP) ($) | $201,143 | $266,162 |
| Stock Awards ($) | $306,694 | $277,419 |
| Option Awards ($) | $92,245 | $95,936 |
| All Other Compensation ($) | $28,386 | $30,108 |
| Total ($) | $1,119,430 | $1,142,934 |
| STIP Target (% of Salary) | 45% | 45% |
| 2024 Perquisites detail | — | 401(k) match $20,700; car $7,200; other $2,208; total $30,108 |
| 2024 Base salary increase | — | +4.0% vs prior year banding |
Performance Compensation
2024 Short-Term Incentive Plan (Company-wide metrics)
| Metric | Weight | Threshold | Target | Exceptional | Actual (Adj.) |
|---|---|---|---|---|---|
| EPS ($) | 40% | 3.20 | 4.18 | 4.78 | 4.94 (excl. $4.9M conversion; $0.6M FDIC) |
| ROATCE (%) | 20% | 10.20 | 12.20 | 13.60 | 13.89 (adjusted) |
| Loan Growth ($000s) | 10% | 327,000 | 544,000 | 762,000 | 336,237 |
| NPA/Assets (%) | 15% | 1.00 | 0.50 | 0.25 | 0.30 |
| Leadership Rating | 15% | 2 | 3 | 4 | 4 (Ponder) |
2024 STIP outcome (Ponder): Threshold $95,940; Target $191,880; Exceptional $287,820; Actual $266,162 . STIP payouts ranged 137–139% of target across NEOs .
LTIP Structure and Outcomes
| Item | Detail |
|---|---|
| LTIP Target (% of Salary) | 90% for Ponder |
| Award Mix | 60% performance RSUs; 25% stock options; 15% time-based RSUs |
| Performance metrics | 30% TSR; 30% cumulative EPS; 40% continued service (25% options, 15% time RSUs) |
| Payout curve | Threshold 25%; Exceptional 200%; straight-line between |
| 2022–2024 actuals | TSR 72nd percentile; EPS $15.37 (adjusted for core conversion $4.9M and FDIC $3.0M) |
| 2022–2024 payout | Performance awards at 181% of target aggregate; EPS at 200%; TSR at 162% of target |
| 2022–2024 shares (Ponder) | Performance RSUs: 6,241; Service RSUs: 862; Total shares: 7,103; Options: 4,878 |
2024 Grants of Plan-Based Awards (Ponder)
| Grant Date | Perf RSUs Threshold (#) | Target (#) | Max (#) | Time RSUs (#) | Options (#) | Exercise Price ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 2/28/2024 | 1,425 | 5,700 | 11,400 | 1,425 | 7,460 | 39.50 | 377,374 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (common shares) | 37,010; includes 1,275 Savings Plan shares, 9,399 options exercisable within 60 days, 200 shares in IRA, and 5,095 jointly held with spouse |
| % of shares outstanding | Less than 1% (36,955,945 shares outstanding as of 3/13/2025) |
| Stock ownership guidelines | NEOs: 2× base salary; valuation at greater of acquisition or current market |
| Hedging/pledging | Hedging prohibited; pledging subject to restrictions under Insider Trading Policy |
| Outstanding equity (12/31/2024) | Unexercisable options: 17,263; RSUs not vested: 9,083 ($512,281); Performance RSUs unearned: 8,216 ($463,382) |
Option Awards Detail (as of 12/31/2024)
| Exercisable (#) | Unexercisable (#) | Strike ($) | Grant | Expiration |
|---|---|---|---|---|
| 4,521 | — | 43.81 | 2/25/2021 | 2/25/2031 |
| — | 4,878 | 48.34 | 2/24/2022 | 2/24/2032 |
| — | 4,925 | 54.46 | 2/28/2023 | 2/28/2033 |
| — | 7,460 | 39.50 | 2/28/2024 | 2/28/2034 |
Note: Options cliff vest three years after grant .
RSU Vesting Schedule (time-based)
| 1/31/2026 | 2/24/2026 | 2/28/2027 | 2/24/2028 |
|---|---|---|---|
| 1,006 shares | 3,326 shares | 1,425 shares | 3,326 shares |
Insider selling pressure watch: RSU vestings on 1/31/2026 and 2/24/2026, and option grants from 2022–2024 becoming exercisable at the 3-year cliffs (2025–2027), may create episodic liquidity windows .
Employment Terms
| Term | Summary |
|---|---|
| Agreement date | Executive Employment Agreement effective March 1, 2019; amended August 4, 2023 |
| Term & role | Continuous employment; CAO responsibilities; confidentiality, non-compete, and non-solicit covenants |
| Non-compete duration | 1 year post-termination generally; 18 months if termination without Cause/Good Reason within 3 months prior or 12 months post Change in Control |
| Severance (no CIC) | 1× base salary + 1× target bonus, paid over 1 year; 12 months medical benefits |
| Severance (CIC, double trigger) | 24 months base salary; 2× greater of average last two cash bonuses or current-year target cash incentive; pro-rated STIP; 2 years medical benefits; performance-based equity vests at greater of target or actual-to-date |
| 280G | No tax gross-ups; payments subject to best-net-cutback |
| Clawback | Board may recover incentive compensation in restatement scenarios; policy published on company website |
Potential payments as of 12/31/2024 (illustrative valuations at $56.40/share): Termination other than for cause total $618,280; change-in-control severance $1,551,985; CIC equity acceleration $1,292,692; total CIC $2,844,677 .
Performance & Track Record
- Core system conversion leadership: Ponder received $50,000 bonuses in both 2023 and 2024 for leading conversion efforts, signaling project execution impact .
- Company-level performance during 2024 supported above-target STIP and strong LTIP payouts: revenue $638M; EPS $4.83; adjusted ROATCE 13.71%; TSR exceeded peer index (value of $100 investment: EFSC $130 vs peer $122) .
- No controversies or legal proceedings disclosed related to Ponder .
Compensation Committee Analysis
- Committee composition: independent directors; Human Capital & Compensation Committee met four times in 2024 .
- Consultant: Willis Towers Watson engaged; peer group for benchmarking includes regional banks (e.g., Atlantic Union, First Merchants, Trustmark) .
- 2024 STIP metric calibration adjusted (loan growth weight down, NPA/Assets up) reflecting credit normalization; Say-on-Pay approval 96% .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC; no 280G gross-ups; clawback policy; prohibition on hedging and restricted pledging; no option repricing/backdating .
- Watch items: Use of adjusted EPS in performance assessment and discretionary bonuses in 2023 despite below-target EPS/ROATCE introduce committee discretion risk, though rationale tied to exogenous FDIC and conversion costs .
Investment Implications
- Alignment: Material at-risk pay via STIP/LTIP (STIP target 45% of salary; LTIP target 90%) and sizable unvested RSUs/options align Ponder with TSR/EPS outcomes and retention through 2026–2028 vesting ladders .
- Event risk: In a change-in-control, accelerated vesting (at least target) plus 2× bonus and 24 months salary can create substantial insider liquidity; monitor deal rumors for potential insider selling pressure around CIC payouts .
- Near-term cadence: RSU vestings in early 2026 and option cliffs (2022–2024 grants vesting in 2025–2027) may correspond to scheduled selling windows; watch Form 4s for execution timing and tax-withholding sales .
- Governance signal: High Say-on-Pay support (96%) and strong pay-for-performance construct reduce misalignment risk, though committee discretion remains a factor to track in future cycles .