Brad Beesley
About Brad Beesley
Bradley L. “Brad” Beesley is Executive Vice President and Chief Wealth Management Officer of First Mid Bancshares (FMBH) and leads First Mid Wealth Management Company; he has been with First Mid since 2007 . His 2024 incentive design tied 70% of his annual cash bonus to Company net income and 30% to Wealth Management profitability; 2024 results exceeded targets on adjusted net income ($82.0m vs $79.0m target), achieved maximum asset quality (0.90% adverse classification ratio), and slightly beat the efficiency target (60.3%), while Wealth Management profitability was above target at ~$6.1m (as adjusted) . Company TSR (Pay vs Performance framework) improved from a $100 base to $119.19 in 2024, with net income rising from $45.3m (2020) to $78.9m (2024) as shown in the proxy’s PVP table; these are company-level outcomes, not Beesley-specific .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Mid Bancshares, Inc. / First Mid Wealth Management Company | EVP & Chief Wealth Management Officer; leads First Mid Wealth Management Company | 2019–present | Leadership of Wealth Management; role documented by executive agreement and proxy NEO listing |
| First Mid Bancshares, Inc. | Joined the Company | 2007–present | Company tenure since 2007 |
Fixed Compensation
Multi-year pay summary (from Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 197,309 | 205,006 | 213,207 |
| Stock Awards (grant-date fair value, SCT) | 82,300 | 55,280 | 73,700 |
| Non-Equity Incentive Plan Compensation | 372,520 | 339,275 | 463,936 |
| All Other Compensation | 31,804 | 30,346 | 30,020 |
| Total | 683,933 | 629,907 | 780,863 |
2024 compensation detail:
| Item | Value |
|---|---|
| 2024 base salary rate | $214,157 (effective Feb 5, 2024) |
| Target annual cash incentive | 30% of salary |
| Cash incentive paid (plan) | $94,315 |
| Additional cash tied to personal brokerage book | $369,621 (30% of net revenues on individual book) |
| 2024 RSU grant (Grant Table, 1/29/2024) – grant-date fair value | $40,200 |
| Employer 401(k) contribution (included in “All Other Compensation”) | $16,740 |
Notes:
- Beesley’s plan-based cash incentive is weighted 70% to Company net income and 30% to Wealth Management profitability; his total plan payout reflected 44% of opportunity; the $463,936 non‑equity incentive in SCT includes the $94,315 plan payout plus $369,621 from his personal brokerage book arrangement per his employment agreement .
Performance Compensation
2024 annual bonus scorecard (plan metrics, weightings, targets, outcomes, payout):
| Metric | Weight | Target | Actual/Attainment | Payout vs Opportunity | Notes |
|---|---|---|---|---|---|
| Company Net Income | 70% | $79.0m | 103.8% of target (adjusted NI $82.0m) | 33.6% | Company adjusted NI exceeded target |
| Wealth Management Profitability | 30% | $6.0m | 101% (as adjusted ~$6.1m) | 10.4% | WM profitability above target |
Equity (LTIP) structure and 2024 awards:
| Grant | Target Units | Earned/Granted | Vesting | Grant-date FV (Grant Table) |
|---|---|---|---|---|
| RSU awarded Jan 29, 2024 (performance: 2024 NI vs budget) | 2,200 units (eligible) | 2,420 shares (110% for max earnout) | 1/3 on 12/15/2025, 12/15/2026, 12/15/2027 | $40,200 (Grant Table entry showing actual 1,200 and $40,200 FV; SEC table presentation) |
Notes:
- The narrative CD&A shows a 2,200-unit target that earned 110% (2,420 shares), vesting ratably over three years; the Grants of Plan-Based Awards table separately reports an “Actual (#) 1,200” and $40,200 grant-date fair value for 1/29/2024, reflecting SEC tabular conventions; both are disclosed in the same proxy .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 18, 2025; shares outstanding 23,982,333):
| Item | Shares | % Outstanding |
|---|---|---|
| Total beneficial ownership (Beesley) | 25,473 | 0.1% |
| Direct (individual) | 15,832 | — |
| 401(k) Plan | 3,384 | — |
| Deferred Compensation Plan (Company’s DCP) | 6,257 | — |
Unvested equity outstanding at 12/31/2024:
| Item | Amount | Notes |
|---|---|---|
| Unvested restricted stock (shares) | 3,886 | Vests 12/15/2025, 12/15/2026, 12/15/2027 (from 2022–2024 cycles) |
| Market value at 12/31/2024 | $143,083 (at $36.82/share) |
Ownership policies and alignment:
- Executive stock ownership guideline for EVP: 5,000 shares; Beesley’s beneficial ownership (25,473) exceeds guideline .
- Anti-hedging policy prohibits short sales, derivatives on Company stock, and depositing Company stock in a margin account .
- No pledging disclosed for Beesley in beneficial ownership footnotes; options outstanding: none (Company had no stock options outstanding in 2024) .
2024 Nonqualified Deferred Compensation (DCP):
| Item | Beesley |
|---|---|
| Executive contributions in 2024 | $29,783 |
| Aggregate earnings in 2024 | $31,966 |
| Aggregate balance at 12/31/2024 | $315,273 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Renewed effective Dec 31, 2024 for a term through Dec 31, 2025; auto-renewal unless terminated during the year . (Earlier agreements in 2019 and 2022 disclosed) |
| Target cash incentive | 30% of base salary under Incentive Compensation Plan |
| Additional brokerage revenue share | 30% of net revenues on his individual brokerage book (approved annually) |
| Severance (without cause, no CIC) | 12 months base salary; continued health coverage at active rates for 12 months if COBRA is elected |
| Change-in-control (double-trigger) | 12 months base salary; lump-sum equal to prior year’s incentive; continued health coverage at active rates for 12 months; equity may accelerate (see plan terms) |
| Equity acceleration on CIC | If awards are not assumed by a public company, they fully vest immediately prior to CIC; if assumed and terminated without cause/for good reason within 2 years post‑CIC, full vesting |
| Restrictive covenants | Noncompete and nonsolicit for 1 year following termination; confidentiality is indefinite |
| Clawback policies | Company recoupment policy (2015) for restatements and misconduct; Dodd-Frank/Nasdaq-aligned recovery policy (2023) for accounting restatements |
| 280G gross-up | None; deal documentation provides for cutback to avoid excise tax (Section 280G/4999) in transaction context |
| Say-on-Pay support | ~97% approval at 2023 annual meeting |
Investment Implications
- Pay-for-performance alignment: Beesley’s cash incentive is primarily tied to Company profitability (70% net income) with line-of-business accountability (30% Wealth Management profitability); 2024 plan paid above target on NI and WM metrics, consistent with disclosed financial outcomes .
- Retention and supply dynamics: Three-year vesting on earned RSU awards creates recurring vest events on Dec 15 each year through 2027 (3,886 unvested shares at 12/31/24), potential windows for insider selling pressure depending on personal liquidity needs and trading windows .
- Alignment and risk controls: Beesley exceeds the EVP share ownership guideline; Company prohibits hedging and margin, has clawback policies, and does not provide 280G gross-ups, mitigating governance risk and misalignment concerns .
- CIC/Severance economics: Beesley’s CIC protection is 12 months’ salary plus prior-year bonus (lower than 24 months for certain peers at FMBH), with health benefits continuation and standard double-trigger vesting—balanced retention without excessive parachute risk .
References: Proxy Statement (DEF 14A, 3/18/2025) ; Investor materials referencing team tenure (included with 8-K/425 filings) ; 8-K Employment Agreements (2019, 2022) ; 425/8-K transaction documents (Section 280G cutback) .