Nicole Iannacone
Senior Executive Vice President, Chief Legal Officer and Corporate Secretary at ENTERPRISE FINANCIAL SERVICES
Executive
About Nicole Iannacone
Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of Enterprise Financial Services Corp (EFSC) and Enterprise Bank & Trust since May 2023; previously Corporate Secretary of EFSC since January 2018; General Counsel (2014–2022) and Chief Risk Officer (2018–2022) at Enterprise Bank & Trust; attorney at Jenkins & Kling, P.C. (2005–2014). Age 45 as of March 13, 2025; over 11 years with EFSC/EB&T in legal and risk leadership roles . EFSC performance indicators during her executive tenure include record 2024 operating revenue of $638M, EPS $4.83, adjusted ROATCE 13.71%, PPNR ROAA 1.7%, loan growth +3%, deposits +8%, NPA/Assets 0.30% and TSR outperformance vs peers in 2024; 2023 also saw record operating revenue $631M and ROATCE 16.4% amid industry stress . EFSC’s Pay vs Performance shows cumulative TSR value of $130 (vs peer $122) for a $100 initial investment in 2024, reflecting relative shareholder outperformance in the latest year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Enterprise Bank & Trust | Chief Legal Officer | 2022–present | Leads legal function through changing regulatory and operating environment . |
| Enterprise Bank & Trust | Chief Risk Officer | 2018–2022 | CRO during period of very strong asset quality (NPA/Assets 0.08% in 2022) . |
| Enterprise Bank & Trust | General Counsel; Assistant/Corporate Secretary | 2014–2022 (GC); 2014–May 2022 (Asst Secy); since May 2022 (Corporate Secretary of EB&T) | Built in‑house legal capability and governance processes through acquisitions and core systems initiatives . |
| Enterprise Financial Services Corp | Corporate Secretary | Jan 2018–present | Oversees corporate governance disclosures and board process . |
| Enterprise Bank & Trust | Executive Vice President | Dec 2018–Apr 2023 | Senior operating leadership across legal/risk transition period . |
| Enterprise Financial Services Corp & Enterprise Bank & Trust | Senior EVP, Chief Legal Officer & Corporate Secretary | May 2023–present | Executive team member; expanded remit across holding company and bank . |
| Jenkins & Kling, P.C. | Attorney | 2005–2014 | Commercial legal practice before joining EB&T . |
External Roles
- No external public company board roles or outside directorships disclosed for Ms. Iannacone .
Fixed Compensation
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 357,925 | 706,902 | 73,003 | 246,375 | 25,500 | 1,409,705 |
Notes:
- 2023 and 2024 Named Executive Officer (NEO) disclosures do not include Ms. Iannacone; most recent itemized compensation for her is 2022 .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 corporate scorecard (applies to NEOs/executives)
| Metric | Weight at Target | Threshold | Target | Exceptional | Actual (adj.) |
|---|---|---|---|---|---|
| EPS ($/share) | 40% | 3.20 | 4.18 | 4.78 | 4.94 |
| ROATCE (%) | 20% | 10.20 | 12.20 | 13.60 | 13.89 |
| NPA / Total Assets (%) | 15% | 1.00 | 0.50 | 0.25 | 0.30 |
| Loan Growth ($000) | 10% | 327,000 | 544,000 | 762,000 | 336,237 |
| Leadership Rating | 15% | 2 | 3 | 4 | 3.75–4.00 (NEOs) |
- 2024 STIP payouts for NEOs were 137%–139% of target; loan growth underperformed but earnings/returns and asset quality exceeded targets .
Long-Term Incentive Plan (LTIP) – 2022–2024 performance cycle (NEOs)
| Goal | Weight | Threshold | Target | Exceptional | Actual | Payout factor |
|---|---|---|---|---|---|---|
| Relative TSR (percentile) | 30% | 25th | 60th | 80th | 72nd | 162% |
| Cumulative EPS ($) | 30% | 13.07 | 14.21 | 15.35 | 15.37 (adj.) | 200% |
| Continued Service | 40% | N/A | N/A | N/A | N/A | N/A |
| Aggregate performance shares | — | — | — | — | — | 181% of target |
- Adjustments excluded core system conversion and FDIC special assessment impacts; TSR outperformance drove above-target payout .
Special retention equity (one-time, 2022)
- In 2022, the Human Capital and Compensation Committee granted time-based RSU “Special Awards” vesting 33.33% on the 2nd/4th/6th anniversaries to enhance retention; Ms. Iannacone received 9,978 RSUs ($500,000 grant-date value) .
Equity Ownership & Alignment
Beneficial ownership (most recent individual disclosure)
| Holder | Common Shares Beneficially Owned | Note |
|---|---|---|
| Nicole M. Iannacone | 5,429 | As of March 9, 2022 (latest individual disclosure year) . |
Outstanding equity and vesting (as of 12/31/2022)
| Instrument | Quantity | Key terms |
|---|---|---|
| Stock options | 4,521 unexercisable; strike $43.81; expire 2/25/2031 | 2021 grant; options cliff vest after 3 years . |
| Stock options | 4,946 unexercisable; strike $48.34; expire 2/24/2032 | 2022 grant; options cliff vest after 3 years . |
| Unvested RSUs | 1,788 vesting schedule: 391 on 1/31/2022; 540 on 1/31/2023; 857 on 1/31/2024 | Time-based RSUs outstanding at 12/31/2021 with scheduled vesting . |
| Unearned performance RSUs | 12,294 at target (2019–2021/2020–2022/2021–2023 cycles) | Settlements contingent on 3‑year results; amounts reflect target at 12/31/2022 . |
Vesting schedule detail (time-based RSUs outstanding at 12/31/2022):
- 391 on 1/31/2022; 540 on 1/31/2023; 857 on 1/31/2024 .
In-the-money context:
- EFSC closing price at 12/31/2024 was $56.40; both 2021 and 2022 option strike prices ($43.81; $48.34) were in the money at year-end 2024 .
Ownership policies and pledging/hedging:
- Stock ownership guidelines: CEO 5x base salary; all other NEOs 2x base salary; non-employee directors 5x cash retainer; Chairman specific multiple. Directors and officers are subject to pledging restrictions and are prohibited from hedging company stock .
Clawback policy:
- EFSC has a clawback policy to recover incentive compensation upon a restatement; applies at least to executive officers designated under Item 401(b) .
Employment Terms
| Provision | Terms |
|---|---|
| Role and tenure | Executive Employment Agreement effective March 1, 2019; continuous employment until terminated per agreement . |
| Severance (without Cause / Good Reason) | Cash severance equal to one year of base salary plus target bonus, paid over one year; 12 months medical benefits continuation . |
| Change-in-Control (double trigger; termination without Cause or for Good Reason 3 months prior to or 12 months following CIC) | Cash severance equal to 18 months of base salary plus target bonus paid in a lump sum; all unvested equity awards vest for the year of termination; 18 months medical benefits continuation . |
| Restrictive covenants | Non-compete and non-solicit for one year post-termination; extended to 18 months in the CIC window termination scenario; confidentiality obligations apply . |
Compensation Structure Analysis
- Pay-for-performance alignment is robust: corporate STIP emphasizes EPS (40%), ROATCE (20%), asset quality (NPA/Assets), balanced with growth and leadership; 2024 payouts at 137–139% reflected strong earnings/returns with mixed loan growth; LTIP (2022–2024) paid 181% on above-target EPS and strong relative TSR .
- Retention mechanisms increased in 2022 via one-time Special RSUs with back-end vesting (2/4/6-year tranches), lowering near-term flight risk; Ms. Iannacone’s Special Award was 9,978 RSUs ($500,000) .
- Governance controls are shareholder-friendly: clawback policy, hedging prohibitions, pledging restrictions, and no 280G/4999 gross-ups; CEO stock ownership multiple increased to 5x base salary in 2025, tightening alignment standards .
- Peer benchmarking and independent consultant oversight (WTW) are used to calibrate competitiveness and design across STIP/LTIP; EFSC updates peer set periodically to reflect growth .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay approval |
|---|---|
| 2025 meeting (for 2024 compensation) | 96% approval . |
| 2024 meeting (for 2023 compensation) | 80% approval . |
| 2023 meeting (for 2022 compensation) | 98% approval . |
Expertise & Qualifications
- Legal and governance expertise (Chief Legal Officer; Corporate Secretary) with prior decade of commercial legal practice .
- Enterprise risk management leadership (CRO 2018–2022) during a period of strong asset quality (NPA/Assets 0.08% in 2022) .
- Executive committee/governance process experience supporting board and disclosure controls (EFSC Corporate Secretary since 2018) .
Investment Implications
- Alignment: Strong linkage of pay to EPS, relative TSR, ROATCE, and asset quality suggests incentives support sustainable profitability and credit discipline; clawback and hedging/pledging limits further align management with shareholders .
- Retention and potential supply: 2022 Special RSUs (2/4/6-year vesting) build retentive value; regular RSU and option vesting schedules create episodic share delivery; options struck at $43.81/$48.34 remain in the money at 12/31/2024 ($56.40), implying potential exercise-related selling windows as vesting milestones approach (monitor form 4s) .
- Governance risk low: Double-trigger CIC, absence of tax gross-ups, and explicit ownership guidelines mitigate change-in-control windfalls and entrenchment concerns; say-on-pay support rebounded to 96% in 2025 after 80% in 2024, indicating constructive investor feedback loop .
- Execution track record context: As CRO/GC, Iannacone served through periods of strong credit and record revenue, which underpin above-target incentive outcomes; while causality is not implied, the corporate performance backdrop reduces execution-risk perceptions tied to legal/risk oversight .