Mary Westerhold
About Mary J. Westerhold
Mary J. Westerhold (age 59 as of March 15, 2025) is an independent director of First Mid Bancshares, Inc. (FMBH) serving since 2016 and currently standing in Class II with a term expiring in 2026. She is Vice President and Chief Financial Officer of Madison Communications, Inc. (CFO since 1997; Controller 1992–1997) and was previously a Commercial Loan Officer at Mark Twain Bancshares (1989–1991). The Board has designated her as an “audit committee financial expert”; she also chairs the Audit Committee. She holds a B.S. in Business Administration (minor in Finance) from Stephens College and an MBA from St. Louis University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madison Communications, Inc. (and affiliates) | CFO (since 1997); Controller (1992–1997) | 1992–Present | Senior financial leadership in telecom; accounting/finance expertise applicable to bank oversight |
| Mark Twain Bancshares | Commercial Loan Officer | 1989–1991 | Credit and lending experience relevant to asset quality oversight |
| First Clover Leaf Financial Corp. | Director | 2011–Sep 2016 | Board experience at institution acquired by First Mid in 2016; brings acquired-market knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madison Communications, Inc. | Vice President & CFO | 1997–Present | Private telecom company; no public company interlocks disclosed |
| Public company boards | — | — | None disclosed in FMBH proxy |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Westerhold is independent .
- Leadership: CEO and Chair roles are combined; Lead Independent Director (Holly Adams) coordinates independent sessions and governance processes .
- Attendance: 2024 Board held 14 meetings; all directors attended ≥75% of Board/committee meetings (exception: a new director joining late). 2023 Board held 16 meetings; all directors attended ≥75% (exception: a new director joining late). Westerhold met the ≥75% threshold both years .
Committee assignments and activity (2024):
| Committee | Role | Meetings Held 2024 | Notes |
|---|---|---|---|
| Audit | Chair; Financial Expert | 7 | Oversees financial reporting, ICFR, internal audit, and external auditor; Westerhold designated “audit committee financial expert” |
| Compensation | Member | 3 | Executive pay oversight; no interlocks/related-party issues reported |
| Nominating & Governance | Member | 1 | Board composition, evaluations, governance guidelines, sustainability oversight |
| Risk | Member | 4 | Enterprise risk oversight, risk appetite, profile monitoring |
Fixed Compensation
Director cash/equity pay summary:
| Year | Cash Fees ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2023 | 53,500 | 16,584 | 70,084 |
| 2024 | 55,500 | 23,450 | 78,950 |
2024 cash fee components (as disclosed in footnotes):
- Company board: $25,000; First Mid Bank: $10,000; Wealth Management: $2,000; Insurance Group: $2,000
- Committee retainers: Audit $2,500; Compensation $2,500; NGC $2,000; Risk $2,000
- Audit Committee Chair: +$5,000; Audit Financial Expert: +$2,500
Director stock ownership guideline: Non-employee directors are encouraged to hold ≥$100,000 of FMBH stock; all current directors meet this threshold .
Performance Compensation
Director equity structure:
| Year | Equity Instrument | Shares | Vesting | Grant Value ($) |
|---|---|---|---|---|
| 2023 | Fully-vested common shares | 600 | Fully vested at grant | 16,584 |
| 2024 | Fully-vested common shares | 700 | Fully vested at grant | 23,450 |
Notes:
- Non-employee director equity awards are fully vested at grant; no performance metrics apply to director equity compensation .
- Company maintains clawback policies for executive incentive compensation; these do not apply to fully vested director grants, but demonstrate governance posture on incentive recoupment .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| First Clover Leaf Financial Corp. (acquired) | Public (former) | Director (2011–2016) | Historical board role at acquired institution; no current public interlocks disclosed |
| Madison Communications, Inc. | Private | Executive (CFO) | No related-party transactions involving Westerhold disclosed by FMBH |
Expertise & Qualifications
- Audit committee financial expert; extensive accounting/finance experience as CFO; strategic and operational oversight skills reflected in Board’s skills matrix (Accounting/Finance/Tax; Financial Services/Banking; Risk Management; Corporate Governance) .
- Education: B.S., Stephens College (Business Administration, Finance minor); MBA, St. Louis University .
- Board tenure: 8 years as of 2025 (Board tenure matrix) .
Equity Ownership
Beneficial ownership (as of Feb 18, 2025):
| Holder | Shares | % Outstanding |
|---|---|---|
| Mary J. Westerhold (aggregate beneficial) | 316,624 | 1.3% |
Breakdown (forms of ownership):
- Direct: 33,321 shares; IRA: 1,960; Deferred Compensation Plan: 13,089 .
- LLCs (shared voting/investment power): DMW Investments, LLC 50,236; Technology Group, LLC 56,224; an LLC 129,869 .
- Trusts (shared voting/investment power): Jeffrey A. Westerhold Revocable Trust 15,471; Andrew J. Westerhold Revocable Trust 16,454; Madeline C. Westerhold Trust 8,227 .
Alignment, pledging, hedging:
- Director ownership guideline: All directors meet ≥$100,000 threshold .
- Anti-hedging/margin policy: Hedging and use of margin accounts are prohibited for directors, officers, and employees .
- Pledging: No pledging of company stock by Westerhold is disclosed .
Insider Trades (recently reported)
| Trade Date | Type | Shares | Price ($) | Ownership Form | Source |
|---|---|---|---|---|---|
| 2025-10-02 | Acquisition (Non-Open Market via DCP planned purchase) | 360.9093 | 37.0769 | Indirect (Deferred Compensation Plan) | https://www.sec.gov/Archives/edgar/data/700565/000112760225002059/0001127602-25-002059-index.htm, https://www.streetinsider.com/SEC+Filings/Form+4+FIRST+MID+BANCSHARES%2C+For%3A+Oct+02+Filed+by%3A+Westerhold+Mary/25417272.html |
| 2025-01-03 | Acquisition (Non-Open Market) | 700 | 38.96 | Direct | https://www.nasdaq.com/market-activity/insiders/westerhold-mary-856659, https://www.nasdaq.com/market-activity/stocks/fmbh/insider-activity |
Note: A 2024-10-03 Form 4 reflects a planned quarterly purchase under the Deferred Compensation Plan (shares acquired via DCP); see filing PDF reference [PDF] with explanation of responses .
Director Compensation Structure Details (context)
- 2024 non-employee director program: quarterly cash retainer ($6,250), additional quarterly retainers for committee membership and chairs (e.g., Audit member $625; Audit Chair +$1,250; Compensation member $625; Compensation Chair +$1,000; NGC member $500; NGC Chair +$1,000); additional retainers for subsidiary boards (First Mid Bank $2,500; Wealth Management $500; Insurance Group $500; Wealth Management Committee $250). Equity: 700 fully-vested shares (prorated for late-year appointments) .
- 2023 program: structure similar; equity grant 600 fully-vested shares .
Say‑on‑Pay & Shareholder Feedback (governance context)
- Say-on-pay support at 2023 annual meeting: ~97% approval; Board maintained compensation programs based on strong support .
Related-Party Transactions and Interlocks
- Compensation Committee interlocks: None; no related-party transactions requiring disclosure for committee members (including Westerhold) in 2024 .
- Related-party transaction policy and 2023 disclosure: One transaction disclosed (compensation to spouse of an executive officer) with no indication involving Westerhold. Extensions of credit to insiders occur on market terms without unfavorable features .
Risk Indicators & Red Flags
- Section 16 compliance: Company reported timely filings for 2024 except two late reports unrelated to Westerhold in 2024 proxy and minor late reports for others in 2023; no late reports identified for Westerhold in these disclosures .
- Hedging/pledging: Hedging and margin use prohibited; no pledging disclosed for Westerhold—reduces alignment risk concerns .
- Committee workload: Westerhold serves on all major committees and chairs Audit—heightened workload but aligned with her financial expertise .
Governance Assessment
-
Strengths
- Audit Committee Chair and SEC-designated financial expert; clear alignment with oversight of financial reporting and external auditors .
- High ownership alignment: 1.3% beneficial ownership with diversified vehicles; directors meet ownership guidelines .
- Independence confirmed; strong attendance record; robust anti-hedging policy .
- Director compensation balanced between cash retainers and fully vested equity; transparent committee fee structure .
-
Watch items
- Complex beneficial ownership structure via LLCs and multiple family trusts—no issues disclosed, but investors should monitor for potential related-party exposures (none reported) .
- Combined CEO/Chair structure mitigated by Lead Independent Director; continue to monitor effectiveness of independent oversight .
Overall implication: Westerhold’s deep finance background, audit leadership, and meaningful ownership support investor confidence in board oversight of financial reporting, controls, and risk, with limited conflict signals disclosed to date .