Gisele Marcus
About Gisele Marcus
Independent director at First Mid Bancshares, Inc. (FMBH); age 57 as of March 15, 2025; director since February 2022; currently nominated for re‑election as a Class III director for a term expiring in 2028 . Education: B.S. in MIS & Transportation Distribution Management (Syracuse University) and MBA (Harvard Business School) . Current roles include Vice President, Operations & Client Engagement at One Stone Development Company, LLC and Professor of Practice—DEI at Washington University in St. Louis . The Board classifies Marcus as independent per NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific | General Manager, Asset Management Services | 2019–2020 | Operational leadership experience relevant to efficiency and human capital |
| St. Louis Regional Chamber | CFO & EVP, Strategic Initiatives & Operations | 2017–2019 | Advocacy in key growth market; insight into talent and culture initiatives |
| First Mid Subsidiaries (Bank, Insurance, Wealth Mgmt) | Director | Since Feb 2022 | Subsidiary board service aligns oversight across operating entities |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| One Stone Development Company, LLC | VP, Operations & Client Engagement | Since 2020 | Supports clients at intersection of people and strategy; change leadership and coaching |
| Washington University in St. Louis | Professor of Practice—DEI | Since 2021 | Integrates academic scholarship in DEI; partner to faculty and students |
Board Governance
- Committee assignments (2024–2025): Audit; Compensation; Nominating & Governance (NGC); Risk. Marcus is a member (not disclosed as chair) on these committees .
- Meeting cadence (2024): Audit 7; Compensation 3; NGC 1; Risk 4; Board held 14 meetings .
- Independence: All directors except CEO/Chairman Dively are independent; committee memberships satisfied NASDAQ requirements .
- Attendance: All directors attended at least 75% of board/committee meetings in 2024 during their service period .
| Committee | Member? | Chair? | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit | Yes | No (Chair is Westerhold; financial expert) | 7 | Oversees auditor selection, internal audit, SEC reporting |
| Compensation | Yes | No (Chair is Zimmer) | 3 | Oversees executive comp, incentives, stock plans |
| Nominating & Governance | Yes | No (Chair not Marcus) | 1 | Board composition, evaluations, governance policies |
| Risk | Yes | No (Chair is McCurry) | 4 | Oversight of risk appetite and profile |
Fixed Compensation
- Structure (2024): Quarterly board retainer $6,250; additional retainers for committee membership and chairs; service on subsidiary boards adds quarterly fees; annual equity grant of 700 fully vested shares (up 100 vs 2023) .
- Marcus 2024 compensation: Cash $49,000; Stock award fair value $23,450; Total $72,450 .
- Structure (2023): Quarterly board retainer $6,250; annual equity grant 600 fully vested shares; committee and subsidiary board retainers similar; Marcus received Cash $47,000; Stock $16,584; Total $63,584 .
| Year | Cash Fees ($) | Equity Grant (Shares) | Equity Fair Value ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 47,000 | 600 | 16,584 | 63,584 |
| 2024 | 49,000 | 700 | 23,450 | 72,450 |
Key fee components (per quarter, 2024):
- Board retainer: $6,250
- Audit/Compensation membership: $625 each
- Audit chair add’l: $1,250; financial expert add’l: $625 (not applicable to Marcus)
- Compensation chair add’l: $1,000 (not Marcus)
- NGC membership: $500; NGC chair add’l: $1,000 (not Marcus)
- Risk committee membership: quarterly retainer included; risk chair add’l $4,000 (not Marcus)
- Subsidiary boards: First Mid Bank $2,500; Wealth Mgmt $500; Insurance Group $500; Wealth Mgmt committee $250
Performance Compensation
- Non‑employee director equity is fully vested at grant; no performance‑based metrics, options, or vesting schedules are disclosed for directors (700 shares in 2024; 600 in 2023) .
- No options, PSUs, or performance metrics tied to director compensation are disclosed; no tax gross‑ups, severance, or change‑of‑control provisions for directors are disclosed in the proxy’s director compensation section .
| Item | 2023 | 2024 |
|---|---|---|
| Performance metrics tied to director pay | None disclosed | None disclosed |
| Options/PSUs for directors | None disclosed | None disclosed |
| Vesting schedule | Fully vested shares at grant | Fully vested shares at grant |
Other Directorships & Interlocks
| Organization | Type | Role | Notes |
|---|---|---|---|
| First Mid Bank | Subsidiary | Director | Additional retainer applies |
| Insurance Group | Subsidiary | Director | Additional retainer applies |
| Wealth Management | Subsidiary | Director | Additional retainer applies |
- Compensation Committee Interlocks: None—no member (including Marcus) was an officer/former officer or had related‑party transactions requiring Item 404 disclosure in 2024; similarly noted for 2023 .
- No other public company directorships for Marcus are disclosed in the proxy biographies .
Expertise & Qualifications
- Board biography highlights experience in operations, strategic initiatives, human capital, and DEI; prior financial leadership (CFO), and general management roles .
- The Board’s skills matrix describes collective expertise across strategic planning, governance, risk, regulatory/legal, and human capital; Marcus is positioned for human capital and culture oversight per biography .
Equity Ownership
- Beneficial ownership (Common): 3,664 shares as of Feb 1, 2024; less than 1% of shares outstanding . Increased to 5,877 shares as of Feb 18, 2025; less than 1% .
- Stock ownership guideline: Non‑employee directors are encouraged to own at least $100,000 in FMBH stock; all nine directors meet this threshold (includes deferred compensation plan shares) .
- Section 16(a) compliance: Late Form 4 filing by Marcus in 2023 for shares acquired in the Deferred Compensation Plan; all filings timely for 2024 except others noted (Zimmer; one executive) .
| Date (As of) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Feb 1, 2024 | 3,664 | <1% | Includes DCP holdings per company methodology |
| Feb 18, 2025 | 5,877 | <1% | — |
Insider reporting
| Year | Event | Detail |
|---|---|---|
| 2023 | Late Form 4 | Deferred Compensation Plan share acquisition reported late for Marcus |
| 2024 | Late Form 4 (others) | Zimmer late Form 4 (IRA); one executive (non‑NEO) late Form 4 (donation) |
Governance Assessment
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Strengths
- Independence: Marcus meets NASDAQ independence; serves across Audit, Compensation, NGC, and Risk—broad exposure to controls, pay, governance, and enterprise risk .
- Attendance and engagement: Board met 14 times; all directors met at least 75% attendance; committee work reflects active oversight cadence (Audit 7; Compensation 3; NGC 1; Risk 4) .
- No interlocks or related‑party ties: Compensation committee interlocks section clean for 2024 and 2023—reduces conflict risk .
- Ownership alignment: Company reports all nine directors meet the $100,000 stock ownership guideline; Marcus increased holdings from 3,664 to 5,877 shares YoY .
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Watch items / RED FLAGS
- Late Section 16 filing in 2023 related to Deferred Compensation Plan—a minor process lapse; monitor for recurrence .
- Equity grants to directors are fully vested and not performance‑conditioned—limits direct pay‑for‑performance linkage in board compensation structure .
- Influence: No disclosed chair roles—committee leadership influence appears limited relative to chairs (Audit/Westerhold; Compensation/Zimmer; Risk/McCurry; NGC/Cook) .
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Overall: Marcus’ independent status, multi‑committee participation, and increasing share ownership support investor confidence. The 2023 late filing is a minor governance blemish; absence of performance‑based director equity is typical among banks but reduces formal incentive alignment. Continued monitoring of attendance and committee contributions is warranted .