Michael DeCola

About Michael A. DeCola

Independent Chair of the Board at EFSC since May 2023; director since 2007 (age 71). Former Vice Chairman (2019) and CEO/President (2014–2019) of HBM Holdings Company; previously Chair of the Board of Mississippi Lime Company, an HBM portfolio company (2014–2019). Active in regional civic leadership as a board and Executive Committee member of United Way of Greater St. Louis; serves on advisory boards of several private, family-owned businesses .

Past Roles

External Roles

Board Governance

• Independence and structure: Other than the CEO (Lally), all 2025 nominees were determined independent under Nasdaq rules; DeCola serves as independent Chair, presiding over executive sessions of independent directors .
• Attendance: All incumbent directors attended at least 75% of Board and committee meetings during 2024; 13 of 14 directors attended the 2024 annual meeting .
• Board composition update: Board size reduced from 15 to 11 effective at the 2025 annual meeting .
• Shareholder support (2025): DeCola received 26,545,838 votes “For” and 1,732,709 “Withheld” in director elections; say-on-pay was approved (22,219,005 For; 5,979,163 Against; 80,379 Abstain) .

Fixed Compensation

Compensation structure and retainers:

• Annual retainers (2024): Non-employee directors $110,000; DeCola $180,000 for service as Chairperson of the Board and Executive Committee; retainers are paid in July for the 12-month service period .
• Committee retainers (2024): Chair: Audit $18,000; Risk $18,000; Human Capital & Compensation $15,000; Nominating & Governance $15,000. Members: Audit $7,500; Risk $7,500; Human Capital & Compensation $5,000; Nominating & Governance $5,000 .
• Equity form: Non-employee directors receive a minimum of approximately $60,000 of their retainer in EFSC shares unless electing 100% in shares; grants are fully vested upon grant .
• 2023 structure note: From January–June 2023, directors received per-meeting fees ($1,250 per board meeting; $1,000 per committee meeting for non-chair members); the annual retainer levels and committee retainers matched 2024 .

Performance Compensation

• No performance-based cash bonus or PSU/option programs are disclosed for non-employee directors. Director equity grants are fully vested upon grant; awards reflect grant-date fair value under ASC 718, not performance vesting .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership of diversified industrial holding company (HBM) and portfolio board leadership (Mississippi Lime), bringing operating experience and strategic oversight .
• Deep ties to St. Louis business community and civic organizations, enhancing stakeholder engagement and regional network access .

Equity Ownership

Ownership alignment policies:

• Stock ownership guidelines: Non-employee directors must hold 5x cash retainer ($50,000); the Chair must hold the greater of 5x normal cash retainer or 3x the Chair’s cash retainer. With a $180,000 Chair retainer, the Chair guideline implies $540,000 in required ownership value (3 × $180,000) .
• Hedging/pledging: Directors and officers are prohibited from hedging Company stock and are subject to pledging restrictions under the Insider Trading Policy .
• Compliance period: Five-year period from program adoption or becoming a director/NEO, with expectation of continuous progress toward compliance; valued at greater of acquisition cost or current market value for compliance tests .

Governance Assessment

• Strengths and positive signals

  • Independent Board Chair since May 2023; structure increases independent oversight and agenda-setting by independent directors .
  • High alignment via equity: director compensation requires a minimum stock component; DeCola’s 2024 compensation was almost entirely in stock by reported grant-date value; grants fully vested upon issuance, aligning interests though without performance conditions .
  • Active governance roles: Chairs the Executive Committee and serves on Nominating & Governance and Human Capital & Compensation committees, indicating broad engagement in board processes .
  • Ownership expectations and trading restrictions: Robust stock ownership guidelines (with elevated standard for Chair) and prohibitions on hedging; pledging restricted .
  • Shareholder support: Re-elected at 2025 annual meeting with 26,545,838 votes “For” vs. 1,732,709 “Withheld”; say-on-pay approved, indicating an overall supportive investor environment .

• Watch items and potential risks

  • Tenure: Director since 2007; while the Board affirms independence, long tenure can attract external scrutiny regarding independence and refreshment practices .
  • Related-person banking relationships: The Company discloses that some directors and related persons have loans with the Bank, made on market terms and overseen under the Related Party Transactions Policy by the Audit Committee; no specific related-party transaction is identified for DeCola in the proxy .
  • Executive Committee activity: The Executive Committee met once in 2024; while typical for a standby committee, limited meetings reduce direct visibility into this body’s oversight cadence .

• Board attendance and engagement baseline

  • All incumbent directors met the ≥75% attendance threshold for Board and committee meetings in 2024; executive sessions of independent directors were held and presided over by the Chair .