Holly Adams
About Holly Adams
Holly B. Adams (age 54) is an independent director of First Mid Bancshares, Inc. since 2012, currently serving as Lead Independent Director (appointed April 29, 2020). She holds a BA in Economics from DePauw University and an MBA from Texas Christian University and is President of Howell Paving, Inc. and several affiliated asphalt and contracting businesses, bringing operating and community-market expertise to the Board . Adams beneficially owns 428,221 FMBH shares (1.8% of outstanding), comprised of direct holdings, trust-controlled shares, and deferred compensation units—indicating strong ownership alignment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howell Paving, Inc. | President | Since 2013 | Leads operating company; provides business leadership and market knowledge relevant to community banking |
| Howell Paving, Inc. | Executive Vice President | 2008–2013 | Senior operating leadership experience |
| Howell Asphalt Company | President | Since 2008 | Operational expertise in regional infrastructure markets |
| Howell Asphalt Company & Howell Paving | Vice President | 1997–2008 | Long-tenured operating leadership |
| Wabash Asphalt Company, Inc.; General Contractors; Prosser Company (subsidiaries of Howell Paving) | President | Current | Broader operating oversight across affiliated businesses |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Private asphalt/contracting subsidiaries (Wabash Asphalt Company, Inc.; General Contractors; Prosser Company) | President | Current |
| Higher education | Alumna (DePauw University; Texas Christian University) | Degrees earned |
Board Governance
- Lead Independent Director with defined responsibilities (information flow, governance resource, executive session coordination) since April 29, 2020 .
- Independence: Board determined all directors other than the CEO are independent (Adams is independent) .
- Attendance: Board held 14 meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service .
- Committee memberships: Audit, Compensation, Nominating & Governance (NGC), and Risk; all independent directors serve on Audit, Compensation, and NGC; all directors serve on Risk .
- Committee meeting cadence (2024): Audit (7), Compensation (3), NGC (1), Risk (4) .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director per NASDAQ standards |
| Lead Independent Director | Appointed April 29, 2020; responsibilities include liaison, governance practices, executive sessions |
| Board Meetings (2024) | 14; ≥75% attendance for all directors |
| Committees | Audit; Compensation; NGC; Risk |
| Committee Meeting Frequency (2024) | Audit: 7; Compensation: 3; NGC: 1; Risk: 4 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Company Board retainer (quarterly $6,250) | 25,000 | Annual cash retainer |
| First Mid Bank Board retainer | 10,000 | Subsidiary board service |
| Wealth Management Board retainer | 2,000 | Subsidiary board service |
| Insurance Group Board retainer | 2,000 | Subsidiary board service |
| Audit Committee member | 2,500 | Quarterly retainers totaled annually |
| Compensation Committee member | 2,500 | Quarterly retainers totaled annually |
| Nominating & Governance Committee member | 2,000 | Quarterly retainers totaled annually |
| Risk Committee member | 2,000 | Quarterly retainers totaled annually |
| Lead Independent Director retainer | 10,000 | Additional quarterly retainers totaled annually |
| Total Cash Fees (2024) | 58,000 | Sum of above |
| Equity Grant (fully vested shares) | 23,450 | 700 shares grant-date fair value |
| Total Director Compensation (2024) | 81,450 | Cash + equity |
Standard director compensation program elements: non-employee directors received $6,250 quarterly cash retainer; Audit/Comp/NGC/Risk quarterly retainers; subsidiary board retainers; and 700 fully vested shares; Lead Independent Director received an additional $2,500 quarterly retainer .
Performance Compensation
| Item | Structure | Metrics | 2024 Detail |
|---|---|---|---|
| Director equity grant | Fully vested common shares | None (not performance-conditioned) | 700 shares; $23,450 grant-date fair value |
No director performance-based cash bonus or PSU/option awards disclosed for non-employee directors in 2024; director equity grants are time-vested (fully vested upon grant) and not tied to performance metrics .
Other Directorships & Interlocks
| Company | Role | Committee/Chair | Interlock/Conflict Note |
|---|---|---|---|
| First Mid Bank (subsidiary) | Director | — | Subsidiary service; standard quarterly retainers |
| First Mid Wealth Management (subsidiary) | Director | — | Subsidiary service; standard quarterly retainers |
| First Mid Insurance Group (subsidiary) | Director | — | Subsidiary service; standard quarterly retainers |
| Public company boards | None disclosed | — | No public company directorships disclosed for Adams |
| Compensation Committee interlocks | N/A | — | Company disclosed no related-party transactions for compensation committee members in 2024 (Adams was a member) |
Expertise & Qualifications
- Education: BA Economics (DePauw University); MBA (Texas Christian University) .
- Operating leadership: President/EVP/VP roles across Howell Paving and affiliated asphalt/contracting businesses .
- Board skills matrix tags for Adams include Financial Services/Banking, Accounting/Finance/Tax, Executive Leadership, Strategic Planning/Operations, Risk Management, Corporate Governance, Regulatory & Legal, Human Capital, Community Relations, Entrepreneur, Real Estate .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 428,221 |
| Ownership (% of shares outstanding) | 1.8% (of 23,982,333 shares outstanding) |
| Directly held | 152,225 |
| Trust-held (voting and investment power) | 271,146 |
| Deferred Compensation Plan units | 4,851 |
| Director stock ownership guideline | Non-employee directors encouraged to hold ≥$100,000; all nine currently meet |
Anti-hedging/pledging controls: Insider Trading Policy prohibits short sales, options/derivatives, and depositing Company stock in margin accounts for directors/officers/employees .
Governance Assessment
- Board effectiveness: Adams is Lead Independent Director, sits on all key committees, and the Board/committees met regularly (Audit 7; Compensation 3; NGC 1; Risk 4), with ≥75% attendance—supporting active oversight and engagement .
- Independence and alignment: Independent under NASDAQ standards; strong ownership (1.8% of outstanding) and compliance with director ownership guidelines demonstrates “skin-in-the-game” .
- Compensation structure: Balanced cash retainers with fully vested equity; Lead Independent Director premium; no performance-linked director pay—minimizes pay complexity but reduces direct pay-for-performance linkage at director level .
- Conflicts and related-party exposure: Company disclosed no related-party transactions requiring Item 404 disclosure for Compensation Committee members (includes Adams). No late Section 16 filings reported for Adams in 2024 (late filings noted only for another director and one executive) .
- Shareholder sentiment: Prior say-on-pay support was ~97% in 2023, indicating broad investor approval of compensation governance practices (contextual confidence indicator) .
RED FLAGS
- None disclosed specific to Adams: no related-party transactions requiring Item 404 disclosure for compensation committee members; no Section 16 filing issues noted for Adams; anti-hedging policy in place .
Signals to monitor
- Continued large personal/trust holdings support alignment; maintain watch for any future pledging disclosures (none disclosed) and any related-party transactions given private operating company roles (none disclosed) .
Insider filings status (2024)
| Item | Status |
|---|---|
| Section 16(a) compliance | All officers and directors timely filed Forms 3, 4, 5 except a late Form 4 by Director Zimmer and one by a non-NEO executive; no late filing noted for Adams |
Compensation peer group governance (context for Board oversight)
- The Company employs a defined banking peers set and maintains equity-based LTIP/RSUs for executives with clawback policies; directors oversee these practices via Compensation Committee (Adams is a member) .
Additional Board governance practices
- Stock ownership guidelines for executives and encouragement for directors; code of conduct and communication channels; risk oversight integrated via Risk Committee and Audit Committee; executive sessions coordinated by Lead Independent Director .