Joseph Dively
About Joseph Dively
Joseph R. Dively, age 65, is Chairman, President and CEO of First Mid Bancshares, Inc. (FMBH); he has served as CEO and Chairman since January 1, 2014 and as a director since 2004, following prior roles as Senior Executive Vice President and President of First Mid Bank starting in 2011 and earlier senior leadership at Consolidated Communications (2003–2011) . He holds a bachelor’s degree in Business from Eastern Illinois University and completed the “Finance for Executives” program at the University of Chicago . Performance under his tenure shows improved profitability and margin: 2024 net income was $78.9 million with ROA of 1.04% and net interest margin of 3.34% ; in Q2 2025, FMBH reported record quarterly net income of $23.4 million and tax-equivalent NIM of 3.72% . Pay-versus-performance disclosures show the CEO’s “compensation actually paid” tracking Total Shareholder Return (TSR), with a $100 initial investment valued at $119.19 for 2024 (peer TSR $122.10) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Mid Bancshares, Inc. | Senior Executive Vice President; President of First Mid Bank | 2011–2013 (SEVP); President since 2011 | Led bank operations prior to CEO role; provided institutional knowledge and continuity into CEO tenure . |
| Consolidated Communications Holdings, Inc. | Senior Vice President | 2003–2011 | Public-company operating experience and investor engagement; cross-industry perspective leveraged by FMBH’s board . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Several organizations (not named) | Director | Not disclosed | Governance experience and stakeholder engagement across organizations; complements FMBH board service . |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 493,220 | 517,164 | 520,000 | 540,700 |
| Salary rate decisions (year-over-year context) | — | — | No change vs 2022 | 2024 salary rate set at $543,400 (+$23,400 vs 2023 rate), effective Feb 5, 2024 |
Notes:
- 2024 base salary rate $543,400 drives incentives; actual salary paid was $540,700 (timing/proration) .
Performance Compensation
Annual Cash Incentive Plan design (2024):
- Target bonus as % of salary: CEO 75% .
- Weighting: Net Income 70%, Asset Quality 10%, Efficiency 10%, Lines of Business 10% .
- Targets: Net Income $79.0M; Asset Quality adverse-classified assets/total loans 1.10%; Efficiency 60.6%; Lines of Business NI $12.0M .
- Actual achievement: Adjusted Net Income $82.0M (103.8% of target), Asset Quality 0.90% (max), Efficiency 60.3% (~101% of target), Lines of Business $11.4M (~95% of target) .
| Metric | Weighting | Target | Actual/Attainment | Payout (% of opportunity) | Resulting bonus ($) |
|---|---|---|---|---|---|
| Net Income | 70% | $79.0M | 103.8% of target | 78.3% | Part of $628,659 total |
| Asset Quality | 10% | 1.10% | 0.90% (max) | 23.8% | Part of $628,659 total |
| Efficiency | 10% | 60.6% | 60.3% (~101%) | 8.0% | Part of $628,659 total |
| Lines of Business | 10% | $12.0M | 95% of target | 5.6% | Part of $628,659 total |
| Total | 100% | — | — | 115.7% (sum of weighted) | $628,659 cash incentive (paid Feb 2025) |
Long-Term Incentive (RSUs → Restricted Stock):
- January 2024 RSU eligible award: 12,000 units; performance goal on 2024 budgeted net income; maximum earned 110% due to $82.0M adjusted NI → actual stock granted 13,200; 1/3 time-vest on Dec 15, 2025/2026/2027 .
- 2023 RSUs awarded (eligible 10,400) were earned below target and converted to restricted stock vesting Dec 15, 2024/2025/2026 .
- 2022 RSUs (earned at target) vest Dec 15, 2025 .
| Award cohort | Unvested shares (as of 12/31/2024) | Vesting dates |
|---|---|---|
| Aggregate unvested restricted stock from 2022/2023/2024 cohorts | 20,710 | Dec 15, 2025; Dec 15, 2026; Dec 15, 2027 (per cohort footnotes) |
| Market value of unvested restricted stock (12/31/2024) | $762,542 (at $36.82/sh) | — |
Multi-Year Compensation Summary (Named Executive Officer: CEO)
| Component ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | 493,220 | 517,164 | 520,000 | 540,700 |
| Stock Awards | 357,136 | 427,960 | 287,456 | 402,000 |
| Non-Equity Incentive (cash bonus) | 802,222 | 562,588 | 346,112 | 628,659 |
| All Other Compensation | 36,799 | 44,525 | 30,538 | 32,649 |
| Total | 1,689,377 | 1,552,237 | 1,184,106 | 1,604,008 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 174,556 shares; 0.7% of outstanding (23,982,333 shares) |
| Ownership breakdown | 109,052 shares held directly; 65,503 shares in Deferred Compensation Plan |
| Unvested equity | 20,710 unvested restricted shares (market value $762,542 at $36.82) |
| Options outstanding | None; no stock options in 2024 |
| Ownership guidelines | CEO required to own 12,500 shares; executives restricted from divesting until guideline met |
| Guideline compliance | Beneficial ownership (174,556) exceeds CEO guideline |
| Hedging/pledging policy | Anti-hedging policy prohibits short sales, derivatives, and placing stock in margin accounts |
Employment Terms
| Provision | Without Cause Termination (no CIC) | Change-in-Control (CIC) + termination without cause or for good reason |
|---|---|---|
| Cash severance | 12 months base salary: $540,700 (as of 12/31/2024) | 24 months base salary: $1,081,400 |
| Prior year incentive | — | Lump sum equal to prior-year cash incentive: $346,112 |
| Health coverage | Company portion of COBRA for 12 months: $16,124 | Company portion of COBRA for 24 months: $32,248 |
| Equity acceleration | Retirement, death, disability: remaining unvested restricted stock vests; RSUs forfeited if termination during performance year | Awards fully vest if not assumed by a public company; if assumed, full vesting upon termination without cause/for good reason within 2 years post-CIC |
| Restrictive covenants | Non-compete and non-solicit for 1 year post-termination; confidentiality obligations indefinite |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($) | 51,490,000 | 72,952,000 | 68,935,000 | 78,898,000 |
| Asset Quality Ratio (%) | 1.30 | 0.90 | 0.90 | 0.90 |
| TSR – Value of $100 investment | 127.49 | 97.90 | 109.25 | 119.19 |
| Peer TSR – Value of $100 investment | 113.59 | 98.03 | 100.08 | 122.10 |
Additional operating highlights:
- 2024 net interest margin (tax-equivalent) rose to 3.34% from 3.05% in 2023, with net interest income up to $228.7M and deposits strategy reducing cost of funds .
- Q2 2025 delivered record quarterly net income ($23.4M), NIM 3.72%, loan and deposit growth, and an efficiency ratio of ~58% .
Board Governance
- Dual role: CEO and Chairman (combined since Jan 1, 2014); Board appointed a Lead Independent Director (Holly Adams) in April 2020 to enhance oversight, information flow, and executive sessions .
- Independence: All directors other than Mr. Dively are independent under Nasdaq rules; all members of Audit, Compensation, and Nominating & Governance committees are independent .
- Committees: All directors serve on the Board Risk Committee (including Mr. Dively); Audit Committee has an SEC-designated financial expert (Mary Westerhold) .
- Attendance: In 2024, all directors attended at least 75% of board and committee meetings (Palmby joined late in 2024) .
- Board tenure and experience matrix (skills across finance, risk, governance, M&A, etc.) disclosed; Dively’s board service continues with current term expiring in 2027 .
Compensation Governance & Peer Benchmarking
- Compensation peer group: 26 Midwest community bank peers used for benchmarking; total compensation targeted initially at 25th–50th percentile .
- Say-on-Pay: 2023 advisory vote received ~97% support; no material changes made to program following shareholder feedback .
- Recoupment (clawback) policies: Board-adopted policies allow recovery of incentive compensation for restatements and misconduct (2015 policy); Dodd-Frank/Nasdaq-compliant recovery policy adopted in 2023 .
- Equity plan: 2025 proxy proposes increasing stock plan shares by 450,000 and extending the plan to 2035 (renaming to “2025 Stock Incentive Plan”); repricing of options/SARs without shareholder approval prohibited .
Compensation Structure Analysis
- Shift toward performance pay in 2024: Non-equity bonus rose to $628,659 (vs. $346,112 in 2023) on above-target net income and max asset quality achievement; stock awards increased to $402,000, reflecting outsized RSU attainment on 2024 NI .
- Long-term equity uses RSUs converted to restricted stock with multi-year vesting (no options outstanding), lowering risk of option misalignment and increasing retention via service vesting .
- Program targets emphasize earnings sustainability and credit discipline (Net Income, Asset Quality, Efficiency, Lines of Business), aligning incentives with long-term value creation and risk management .
Risk Indicators & Red Flags
- Governance of dual role mitigated via Lead Independent Director; all key committees are fully independent (CEO not on Audit/Comp/NGC) .
- Related-party transactions policy robust; one related-person employment compensation disclosed for 2023 (not involving Dively) .
- Anti-hedging and anti-margin policies in place; no disclosure of pledging by Dively .
- Clawback policies (2015 and 2023) reduce misconduct/restatement risk .
Equity Ownership & Vesting Detail (CEO)
| Shares | Status | Notes |
|---|---|---|
| 109,052 | Direct beneficial | Individually held |
| 65,503 | Deferred Compensation Plan | Shares credited under DCP |
| 20,710 | Unvested restricted stock | Aggregate unvested; vesting 12/15/2025–2027 |
| Options | None | No options outstanding in 2024 |
Investment Implications
- Strong alignment: Material at-risk cash incentives tied to net income, asset quality, and efficiency, plus multi-year equity vesting, support disciplined growth and retention (unvested restricted stock $762k at YE 2024) .
- Retention economics: Double-trigger CIC with 24 months salary plus prior-year bonus and equity acceleration (if not assumed) provide stability through strategic transactions but modestly raise payout obligations; non-compete/non-solicit for 1 year supports franchise protection .
- Governance balance: Combined CEO/Chair role is counterbalanced by Lead Independent Director and fully independent committees; board risk oversight includes CEO participation, consistent with bank governance norms .
- Dilution considerations: Proposed 450,000 share increase and extended equity plan term to 2035 facilitate continued equity-based pay; investors should monitor share usage rates and grant discipline vs. performance outcomes .
- Execution track record: 2024 profitability and margin expansion, plus Q2 2025 record earnings and rising NIM, signal effective strategic and balance sheet management under Dively’s leadership .