Michael Finn
About Michael E. Finn
Independent Director at Enterprise Financial Services Corp (EFSC) since 2024; age 60. Senior Advisor at Treliant, LLC (since March 2023), with over 35 years of risk management and regulatory leadership, including Chief Risk Officer roles at Sterling Bancorp (NYSE: STL) and Hudson Valley Holding Corp (NYSE: HVB), and senior regulatory posts at the OCC and OTS. Determined independent under Nasdaq Rule 5605(a)(2); EFSC Board met six times in 2024 and all incumbent directors attended at least 75% of Board and committee meetings on which they served. Mandatory retirement policy generally at the later of age 72 or the fourth anniversary of initial election (waivers possible to age 75).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling Bancorp (NYSE: STL) | Chief Risk Officer | Jun 2015 – Jan 2022 | Led enterprise risk; bank CRO experience to Board |
| Hudson Valley Holding Corp (NYSE: HVB) | Chief Risk Officer | Jan 2014 – Jun 2015 | Public company CRO experience |
| OCC Northeastern District | Senior Advisor to Deputy Comptroller | Aug 2011 – Nov 2013 | Regulatory advisory; supervisory leadership |
| OTS Northeast Region | Regional Director | Sep 2007 – Aug 2011 | Regional prudential oversight |
| OTS West Region | Regional Director | Sep 2004 – Sep 2007 | Regional prudential oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Treliant, LLC | Senior Advisor | Since Mar 2023 | Consulting/advisory role |
| Career Resources Inc. (privately held nonprofit) | Director | Since Sep 2022 | Nonprofit governance role |
| Other public company boards | None disclosed | — | EFSC states (except as noted in biographies) directors do not serve on other public company boards |
Board Governance
| Body | Role | Appointment Date | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|---|
| Human Capital & Compensation Committee | Member | Dec 2024 | 4 | Committee comprised solely of independent directors | Co-signed HCCC Report (demonstrates engagement) |
| Risk Committee | Member | Dec 2024 | 4 | Committee members independent; risk oversight remit | Focus on enterprise risk, risk appetite, ESG/public policy |
| Audit Committee | Not a member | — | 5 (committee) | Committee fully independent; membership excludes Finn | Oversight of financial reporting, compliance, whistleblower system |
| Executive Committee | Not a member | — | 1 (committee) | Committee independent; membership excludes Finn | Acts on behalf of Board when not in session |
| EFSC Board of Directors | Director | Oct 30, 2024 | 6 (Board) | Independent director; all incumbents ≥75% attendance | Chairperson is an independent director (DeCola) |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total Annual Compensation ($) |
|---|---|---|---|
| 2024 | $50 | $79,533 | $79,583 |
- Joined EFSC Board on October 30, 2024; paid pro rata for 2024.
- Non-employee directors receive a minimum of approximately $60,000 of their retainer in EFSC common stock unless they elect 100% in shares; shares fully vested upon grant.
- Standard annual director cash retainer in 2024 was $110,000 (Chair $180,000); committee retainers: Audit/Risk chair $18,000, non-chair $7,500; HCCC/Nominating chair $15,000, non-chair $5,000.
Performance Compensation
| Director Performance-Linked Pay Components | FY 2024 Details |
|---|---|
| None disclosed; equity grants are retainer shares, fully vested upon grant | No performance conditions described for director equity grants |
HCCC oversight metrics for executive compensation (relevant to Finn’s committee role):
| Metric | FY 2024 Outcome |
|---|---|
| STIP payout (NEOs) | 137–139% of target |
| LTIP for 2022–2024 | 181% of target |
| Performance measures used | EPS, Loan growth, ROATCE, Nonperforming assets/Total assets |
- EFSC states “What we don’t do” includes permitting hedging or pledging (unless preapproved), repricing/backdating, single-trigger vesting; maintains independent consultant, shareholder outreach, clawback, stock ownership policy.
- Clawback policy applies to incentive compensation paid to covered employees upon restatement of materially inaccurate financials.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Finn |
| HCCC interlocks | None in 2024 (no cross-compensation committee/director interlocks) |
Expertise & Qualifications
- Extensive bank CRO experience at public companies and senior regulatory leadership at OCC/OTS; brings deep enterprise risk and prudential supervision expertise.
- Independent director under Nasdaq rules; contributes to HCCC and Risk Committee oversight.
- Co-signer of HCCC Report, indicating active participation in compensation governance.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 1,361 |
| Ownership as % of outstanding | Less than 1% |
| Approx. value of holdings (Mar 13, 2025 close $54.61) | ~$74,361 (1,361 × $54.61) |
| Vested vs. unvested | Not disclosed for Finn; director stock grants are fully vested upon grant |
| Options (exercisable/unexercisable) | None disclosed for Finn |
| Shares pledged as collateral | Not disclosed; Insider Trading Policy restricts pledging and prohibits hedging |
| Stock ownership guideline (Directors) | 5× cash retainer ($50,000) |
| Compliance timetable | Expected to reach guideline within 5 years; progress evaluated using greater of acquisition or current value |
Governance Assessment
- Positive signals: Independent status; assignment to HCCC and Risk Committees enhances Board oversight of pay and enterprise risk; signed HCCC Report; Board chaired by an independent director; executive sessions held; clawback policy and prohibition on hedging with pledging restrictions.
- Ownership alignment: Beneficial ownership of 1,361 shares (~$74k at $54.61) appears below Director guideline (5× cash retainer noted as $50,000); however, Finn is within the 5-year compliance window since his October 2024 appointment, and EFSC evaluates progress over time.
- Conflicts/related-party exposure: EFSC discloses that some directors and related persons have ordinary-course loans/investments with the Bank on market terms; Audit Committee reviews related-party transactions per policy—no Finn-specific exceptions disclosed.
- Attendance/engagement: Board met six times in 2024; all incumbents attended at least 75% of Board/committee meetings—supports engagement; Finn appointed to committees in December 2024.
- Risk/RED FLAGS: No pledging/hedging by policy; no HCCC interlocks; no director meeting shortfall disclosed. Potential watch item: current ownership below guideline pending 5-year compliance.