James Zimmer
About James E. Zimmer
James E. Zimmer, age 61, is a Class III independent director of First Mid Bancshares, Inc. (FMBH) serving since 2014; he is nominated for re‑election with a term expiring in 2028 and holds an MBA from Washington University in St. Louis . His background spans agribusiness leadership (various roles at Monsanto 1992–2010; CEO of Channel Bio 2008–2010), real estate (owner, J. Zimmer Properties since 2010), and agricultural investing (co‑founder/partner, Moraine Farmland Partners since 2010), providing sector expertise valuable to FMBH’s markets . He also serves as Executive Council Member at Granite Creek Capital (since 2021) and Director at Elemental Enzymes LLC (since 2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monsanto Corporation | Sales, marketing, executive positions | 1992–2010 | Agribusiness depth; commercial operations experience |
| Channel Bio Corporation | Chief Executive Officer | 2008–2010 | Led seed/ag inputs business; CEO leadership credentials |
| Moraine Farmland Partners | Co‑founder & Partner | Since 2010 | Farm investing/operations in IL and IN; local markets understanding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J. Zimmer Properties | Owner | Since 2010 | Student housing provider; real estate operator |
| Granite Creek Capital | Executive Council Member | Since 2021 | Private investment engagement; governance exposure |
| Elemental Enzymes LLC | Director | Since 2014 | Ag life sciences company board service |
| Bio‑Enzyme (agriculture) | Co‑founder | Since 2010 | Innovative solutions for farmers |
| Moraine Farmland Partners | Co‑founder & Partner | Since 2010 | Farmland fund investing/operating farms |
Board Governance
- Independence: Board determined all directors other than the CEO (Mr. Dively) are independent per NASDAQ; Zimmer is independent .
- Tenure: Director since 2014; Class III nominee for term to 2028 .
- Lead Independent Director: Holly B. Adams (appointed 2020) coordinates executive sessions; Zimmer is not LID .
- Attendance: Board held 14 meetings in 2024; all directors attended at least 75% of Board/committee meetings (Palmby joined late) .
- Committee assignments and 2024 meeting cadence:
- Compensation Committee: Member; Chair (James E. Zimmer); 3 meetings .
- Audit Committee: Member; 7 meetings (Chair: Mary J. Westerhold) .
- Nominating & Governance Committee (NGC): Member; 1 meeting (Chair: Robert S. Cook) .
- Risk Committee: Member; 4 meetings (Chair: J. Kyle McCurry) .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Cash retainer – Company Board | 25,000 | Quarterly retainer |
| Cash retainer – First Mid Bank Board | 10,000 | Subsidiary board service |
| Cash retainer – Wealth Management Board | 2,000 | Subsidiary board service |
| Cash retainer – Insurance Group Board | 2,000 | Subsidiary board service |
| Committee retainers – Audit | 2,500 | Member retainer |
| Committee retainers – Compensation | 2,500 | Member retainer |
| Committee retainers – NGC | 2,000 | Member retainer |
| Committee retainers – Risk | 2,000 | Member retainer |
| Wealth Management Committee | 1,000 | Committee retainer |
| Committee Chair – Compensation | 4,000 | Chair stipend |
| Total Cash Fees (2024) | 53,000 | Sum of above |
| Equity Grant – 700 fully vested shares | 23,450 | Grant date fair value; 700 shares |
| Total Director Compensation (2024) | 76,450 | Cash + equity |
Performance Compensation
- Directors receive fully vested stock grants (700 shares in 2024) and no performance‑conditioned director awards; however, as Compensation Committee Chair, Zimmer oversees executive incentive design and metrics .
| 2024 Executive Incentive Metrics | Threshold | Target | Maximum | Actual 2024 |
|---|---|---|---|---|
| Net Income ($) | 71.1M | 79.0M | — | 82.0M (adjusted) |
| Asset Quality (Adversely Classified/Total Loans) | 1.40% | 1.10% | 0.90% | 0.90% |
| Efficiency Ratio (%) | 67.3% | 60.6% | — | 60.3% |
| Combined LOB Net Income ($) (FMIG+WM) | 10.8M | 12.0M | — | 11.4M |
| Wealth Management Net Income ($) | 5.4M | 6.0M | — | 6.1M (as adjusted) |
- Clawbacks: Board‑adopted Incentive Compensation Recoupment Policy (2015) and Dodd‑Frank/Nasdaq‑compliant Recovery Policy (2023) enabling recoupment for restatements/misconduct over 3 prior fiscal years .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Elemental Enzymes LLC | Private | Director | Ag technology; not listed as public company |
| Granite Creek Capital | Private | Executive Council Member | Investment firm council role |
| Public company boards | — | — | No other public company directorships disclosed in proxy biography |
- Compensation Committee Interlocks: None requiring Item 404 related‑party disclosure in 2024; no officer/employee members; no cross‑board compensation interlocks by FMBH executives .
Expertise & Qualifications
- Agribusiness leadership and operations (Monsanto; Channel Bio CEO) .
- Entrepreneurship and real estate operations (owner, J. Zimmer Properties) .
- Farmland investing and local market knowledge (Moraine Farmland Partners) .
- MBA, Washington University in St. Louis .
- Board service across FMBH subsidiaries (First Mid Bank; Insurance Group; Wealth Management) enhances governance continuity .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 25,176 | 0.1% of shares outstanding |
| Held Individually | 5,091 | Direct ownership |
| IRA | 4,050 | Personal IRA |
| Deferred Compensation Plan | 16,036 | Rabbi trust deferrals in FMBH stock |
| Ownership Guidelines | Meets guideline | All nine directors meet $100,000 value guideline; DCP shares counted |
- Anti‑hedging/pledging: Insider Trading Policy prohibits short sales, derivatives, and depositing stock in margin accounts .
Insider Trades
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| 2024 (reported) | Form 4 | IRA share acquisition | Filed late; company disclosed director Zimmer’s late Form 4 regarding shares acquired in an IRA |
Governance Assessment
- Strengths:
- Independent director; long tenure since 2014; broad sector expertise aligned to FMBH’s markets .
- Compensation Committee Chair with documented use of peer benchmarking (Blanchard Consulting, Midwest bank peer group) and multi‑metric design; strong say‑on‑pay support (97% in 2023) .
- Robust clawback policies (recoupment and recovery) and anti‑hedging/margin policies; enhances pay‑for‑performance and alignment .
- Active committee participation (Audit/Comp/NGC/Risk); Board held 14 meetings in 2024 with ≥75% attendance across directors .
- Ownership alignment: 25,176 shares beneficially owned; meets director stock ownership guideline .
- Watch items / Red flags:
- Late Form 4 filing for IRA share acquisition (procedural compliance lapse; minor but notable for monitoring) .
- Multiple private business interests (real estate, ag investing) could create potential related‑party exposure if counterparties interact with FMBH; company discloses no Item 404 related‑party transactions for 2024 (mitigates current conflict concern) .
- Combined CEO/Chair structure at FMBH; mitigated by Lead Independent Director and independent committees; continue monitoring board independence dynamics .
Compensation Committee Analysis (Context for Zimmer’s Chair Role)
- Peer methodology: 26 publicly traded Midwest banks used for benchmarking; prior year independent review by Blanchard Consulting with assumed annual increase applied in 2024 .
- Target pay positioning: Initially 25th–50th percentile; mix of base salary, annual cash incentives, and equity (RSUs converting to restricted stock with 1‑year performance and 3‑year vesting) .
- 2024 outcomes: Above‑target net income ($82.0M), maximum asset quality payout (0.90%), near‑target efficiency (60.3%), slightly below combined LOB net income ($11.4M), and above WM profitability ($6.1M as adjusted) .
- Governance features: Annual charter review for all committees; documented meeting cadence; independent membership across committees .