Matthew Smith
About Matthew Smith
Matthew K. Smith is Executive Vice President and Chief Financial Officer of First Mid Bancshares, Inc. (FMBH), a role he has held since July 2017 after joining the Company in November 2016 as Director of Finance; he is 50 years old as of the FY2024 10-K executive roster . Prior to First Mid, Smith served as Treasurer and Vice President of Finance & Investor Relations at Consolidated Communications from 1997–2016 and worked at Marine Bank before that . Company performance metrics relevant to executive pay include total shareholder return (TSR) and net income: FMBH’s $100 TSR index moved from $98.21 (2020) to $119.19 (2024) while net income rose from $45.27 million (2020) to $78.90 million (2024), with asset quality ratio improving to 0.90% in 2023–2024; compensation design emphasizes Net Income, Asset Quality, Efficiency, and Lines of Business performance . Smith certifies FMBH’s financial reporting and internal controls in the 10-K, underscoring governance and execution discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Mid Bancshares, Inc. | Executive Vice President & Chief Financial Officer | Jul 2017–present | Principal financial officer; oversight of reporting and controls |
| First Mid Bancshares, Inc. | Director of Finance | Nov 2016–Jul 2017 | Transitioned into CFO; supported finance leadership |
| Consolidated Communications | Treasurer & VP Finance & Investor Relations | 1997–2016 | Led public-company finance and IR functions |
| Marine Bank (Springfield, IL) | Finance role (prior to Consolidated) | Pre‑1997 (not specified) | Banking experience prior to telecom finance |
External Roles
| Organization | Role | Years |
|---|---|---|
| Not disclosed | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $278,400 | $280,000 | $315,395 |
| Target Bonus % of Salary | 25% (per employment agreement) | 25% (term through 2023) | 40% (renewed 12/31/2024) |
| Actual Non-Equity Incentive ($) | $172,928 | $106,176 | $213,512 |
| Stock Awards ($ grant-date fair value) | $123,450 | $82,920 | $117,250 |
| All Other Compensation ($) | $31,045 | $31,651 | $34,334 (incl. 401k $20,274) |
Additional detail: 2024 base salary rate set to $320,012 effective Feb 5, 2024 (actual paid differs due to timing) .
Performance Compensation
| Component | Weighting | Target | Actual | Payout Outcome |
|---|---|---|---|---|
| Net Income | 70% of cash incentive | $79.0m | $82.0m (adjusted) | 44.8% of opportunity earned for Smith/Taylor |
| Asset Quality | 10% | 1.10% adversely classified assets / total loans | 0.90% (maximum) | 14.6% of opportunity earned |
| Efficiency Ratio | 10% | 60.6% | 60.3% | 4.3% of opportunity earned |
| Lines of Business Net Income | 10% | $12.0m | $11.4m | 3.0% of opportunity earned |
| Total Cash Incentive Payout | — | — | — | 66.7% of target opportunity (Smith/Taylor) |
Equity LTIP awards:
- 2024 grant: RSU eligible award 3,500 units (Jan 29, 2024); earned at 110% → 3,850 restricted shares granted Jan 2025; vests 1/3 on Dec 15, 2025, 2026, 2027 .
- 2023 grant: RSU eligible 3,000 (Mar 21, 2023); earned below target → 1,800 restricted shares; vests 1/3 on Dec 15, 2024, 2025, 2026 .
- 2022 grant: RSU eligible 3,000 (Jan 25, 2022); performance exceeded target → target shares converted to restricted stock; vests on Dec 15, 2023, 2024, 2025 .
2024 vesting realized: 2,600 shares vested, value $107,198 (price $41.23 on Dec 13, 2024) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Feb 18, 2025) | 19,751 shares; 0.1% of outstanding |
| Ownership breakdown | 17,746 direct; 2,005 in Deferred Compensation Plan |
| Unvested restricted shares/units (12/31/2024) | 6,050 shares; market value $222,761 (at $36.82) |
| Options outstanding | None (no stock options in 2024) |
| Stock ownership guideline (EVP) | 5,000 shares minimum; executives restricted from divesting until met |
| Compliance status | Exceeds guideline (19,751 > 5,000) |
| Hedging/pledging | Hedging and margin accounts prohibited by Insider Trading Policy |
Expected vesting cadence increases potential seasonal selling pressure near December each year (Dec 15 tranches for 2025–2027) .
Employment Terms
| Term | Detail |
|---|---|
| Role tenure | EVP since Nov 2016; CFO since Jul 2017 |
| Employment agreement | Renewed effective Dec 31, 2024; term through Dec 31, 2025 with auto‑renewal; base salary cannot be decreased; target bonus 40% of base; DCP participation; auto allowance; country club dues; other executive benefits |
| Severance (no change in control) | 12 months of base salary and 12 months health coverage at active rates if terminated without cause |
| Severance (post change in control) | 24 months of base salary; lump‑sum equal to prior year incentive; 24 months health coverage; double trigger for award vesting if awards assumed |
| Equity acceleration on change in control | If awards not assumed by a public company, full vesting immediately prior to change in control; if assumed, full vesting on termination without cause/for good reason within 2 years (double trigger) |
| Quantified CIC scenario (Smith) | Base salary $630,790; incentive $106,176; health coverage $49,928; equity vesting value $222,761 (as of 12/31/2024, stock $36.82) |
| Restrictive covenants | Confidentiality (indefinite), non‑competition and non‑solicitation for 1 year post‑termination within Company’s counties |
| Clawback/recoupment | 2015 Recoupment Policy (misconduct/restatement, 36‑month lookback/look‑forward); 2023 Dodd‑Frank recovery policy for financial restatements (3‑year lookback) |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 initial investment | $98.21 | $127.49 | $97.90 | $109.25 | $119.19 |
| Peer TSR – $100 | $85.98 | $113.59 | $98.03 | $100.08 | $122.10 |
| Net Income ($) | $45,270,000 | $51,490,000 | $72,952,000 | $68,935,000 | $78,898,000 |
| Asset Quality Ratio | 2.09% | 1.30% | 0.90% | 0.90% | 0.90% |
Say‑on‑pay support: ~97% approval at 2023 annual meeting; no material compensation changes made in response .
Investment Implications
- Pay‑for‑performance alignment: Smith’s annual cash incentive is heavily geared to Net Income (70%) with risk control via Asset Quality, Efficiency, and Lines of Business metrics; 2024 payout at 66.7% of opportunity reflects balanced achievement and discipline, aligning executive incentives with shareholder value drivers .
- Retention and selling pressure: Upcoming multi‑year December vesting tranches (2025–2027) and 6,050 unvested restricted shares could create periodic selling windows; however, ownership guidelines and anti‑hedging/margin policies mitigate misalignment risks .
- Change‑in‑control economics: Double‑trigger severance of 24 months’ salary plus prior‑year bonus and accelerated vesting if assumed and terminated post‑transaction provides retention through deals but introduces potential cost in M&A scenarios; quantified CIC package underscores board’s retention focus .
- Governance and execution: SOX certifications and effective ICFR assessments signed by Smith support reliability of reporting; strong say‑on‑pay support (~97%) signals shareholder endorsement of compensation structures .