Michael Holmes
About Michael R. Holmes
Independent director of Enterprise Financial Services Corp (EFSC); age 66; director since 2015. Prior roles include Executive Vice President at Express Scripts (2005–2010) and leadership at Rx Outreach, a non-profit pharmacy, where he served as President (2010–2016), Chairperson (2016–2020), and Chairperson Emeritus (since May 2020). He is described as bringing broad public company senior management experience, consumer, financial and investment expertise, and perspective on community engagement and underserved markets. Holmes is an independent director under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Express Scripts | Executive Vice President; responsibilities included Corporate Strategy, Research and Clinical Services, HR, Real Estate, Security, Procurement, and domestic subsidiaries | Dec 2005 – Oct 2010 | Senior public company operator; broad functional oversight |
| Rx Outreach | President | Oct 2010 – Jan 2016 | Led a non-profit pharmacy serving low-income patients; deep community engagement |
| Rx Outreach | Chairperson of the Board | Feb 2016 – May 2020 | Board leadership for mission-driven healthcare access |
| Rx Outreach | Chairperson Emeritus | Since May 2020 | Ongoing advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (other than EFSC) | None disclosed | — | Proxy states EFSC directors generally do not serve on other public company boards, absent specific biography exceptions (none indicated for Holmes) |
| Non-profit/Advisory | Rx Outreach, Inc. | Various roles above | Mission-focused healthcare; community perspective |
Board Governance
- Independence: Holmes is independent; only EFSC CEO (Lally) is non-independent among nominees.
- Board leadership: Independent Chairperson (Michael A. DeCola) since May 2023; executive sessions held and presided over by the Chairperson.
- Attendance: Board met 6 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served.
- Committee memberships and engagement:
- Human Capital and Compensation Committee: Chairperson (Holmes); met 4 times in 2024; all members independent.
- Nominating and Governance Committee: Member; met 6 times in 2024; all members independent.
- Executive Committee: Member; met 1 time in 2024; all members independent.
- Audit Committee: Not listed as member; committee met 5 times in 2024; members meet financial expertise standards.
- Risk Committee: Not listed as member; committee met 4 times in 2024.
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Human Capital & Compensation | Chair | 4 | All members independent |
| Nominating & Governance | Member | 6 | All members independent |
| Executive Committee | Member | 1 | All members independent |
| Audit | Not a member | 5 | Members independent; several are financial experts |
| Risk | Not a member | 4 | Members independent |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $74,052 | 33 (as shown) |
| Stock Awards ($) | $63,948 | $129,967 |
| Total Annual Compensation ($) | $138,000 | $130,000 |
- Program structure: Non-employee directors receive a $110,000 annual retainer (Chairperson $180,000); minimum of approximately $60,000 of retainer delivered in EFSC common stock unless the director elects 100% in shares; shares granted on payment dates and fully vested upon grant.
- Committee retainers: Audit/Risk Chair $18,000; Human Capital & Compensation/Nominating & Governance Chair $15,000; Audit/Risk member $7,500; Human Capital & Compensation/Nominating & Governance member $5,000.
Performance Compensation
The Human Capital & Compensation Committee chaired by Holmes sets and oversees executive incentive metrics and peer benchmarking, engaging Willis Towers Watson (WTW) as independent consultant with no identified conflicts.
| 2024 STIP Metrics (for NEOs) | Weight (%) |
|---|---|
| Earnings per share (EPS) | 40% |
| Return on average tangible common equity (ROATCE) | 20% |
| Ratio of nonperforming assets to total assets | 15% |
| Loan growth | 10% |
| Subjective leadership rating | 15% |
| 2024 LTIP Composition (for NEOs) | Mix |
|---|---|
| Performance-based RSUs | 60% |
| Non-qualified stock options | 25% |
| Time-based RSUs | 15% |
Additional governance signals under Holmes’s committee:
- Say-on-Pay approval: 96% in 2024; CEO pay “at risk” 74%; other NEOs 61%.
- Consultant independence: WTW assessed under Nasdaq Rule 5605(d)(3); no conflicts found.
- Peer group benchmarking used across base, short-term, equity compensation elements.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None during 2024; no EFSC executive served on another company’s comp committee where a reciprocal relationship existed. |
| Public Company Boards (current, other than EFSC) | None indicated for Holmes. |
Expertise & Qualifications
- Public company senior management experience (Express Scripts EVP) spanning strategy, clinical services, HR, real estate, security, procurement, and subsidiaries.
- Community engagement and underserved markets expertise through Rx Outreach leadership roles.
- Provides consumer, financial and investment perspective to the Board.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Date/Context |
|---|---|---|---|
| Michael R. Holmes | 20,223 | Less than 1% | As of March 21, 2025; 36,955,945 shares outstanding |
- Ownership guidelines: Non-employee directors are expected to own 5x cash retainer (noted as $50,000) within five years; subject to continuing progress requirements.
- Hedging/pledging: Directors/officers prohibited from pledging EFSC stock or engaging in hedging (e.g., derivatives, forward sales, swaps).
- Group ownership: All directors/executive officers as a group (21 total) owned 822,550 shares (2.2%).
Governance Assessment
- Strengths: Independent status; chairs Human Capital & Compensation Committee; active committee engagement across compensation, nominating/governance, and executive committees; strong shareholder support for pay program; independent consultant oversight; anti-hedging/pledging and ownership guidelines in place.
- Attendance: At least 75% attendance threshold met; Board met six times in 2024; executive sessions held under independent chair, supporting robust oversight.
- Conflicts/related-party: Related-person loans occur in ordinary course at market terms with Audit Committee oversight under policy; no Holmes-specific related-party transactions disclosed; no compensation committee interlocks.
- Compensation alignment: Director pay includes a significant equity component (minimum ~$60,000 in stock; option to elect 100% in shares), enhancing alignment with shareholders; committee retainers emphasize responsibility and workload.
- RED FLAGS: None disclosed—no hedging/pledging, no interlocks, and no adverse related-party findings; say-on-pay support high.