Michael Taylor
About Michael Taylor
Michael L. Taylor (age 55) is Senior Executive Vice President and Chief Operating Officer of First Mid Bancshares; he joined First Mid in 2000, served as CFO from 2000–2017, became SEVP in 2014, and COO since July 2017, indicating deep institutional knowledge across finance and operations . Company performance context for incentive alignment: 2024 adjusted net income was $82.0 million (above target), efficiency ratio was ~60.3% (better than target), and asset quality reached the maximum payout threshold at 0.90% adversely classified assets/total loans; 5‑year TSR index values (value of $100) were: 2020 $98.21, 2021 $127.49, 2022 $97.90, 2023 $109.25, 2024 $119.19 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Mid Bancshares | Senior Executive Vice President | 2014–present | Executive leadership during multiyear M&A and integration; operational oversight as COO . |
| First Mid Bancshares | Chief Operating Officer | 2017–present | Company-wide operations leadership; efficiency and asset quality KPIs in incentive plan tied to COO scope . |
| First Mid Bancshares | Chief Financial Officer | 2000–2017 | Led finance during growth and capital markets activity; transitioned to COO after long CFO tenure . |
| AMCORE Bank (Rockford, IL) | Prior role | 1996–2000 | Regional banking experience prior to joining First Mid . |
External Roles
- No public-company external directorships for Taylor are disclosed in the company’s proxy or 10-K executive officer section .
Fixed Compensation
| Item | 2024 Terms/Amounts |
|---|---|
| 2024 salary rate | $351,900 (effective Feb 5, 2024) . |
| 2024 salary paid | $350,527 . |
| Target annual cash bonus | 40% of salary (COO) . |
| Perquisites | Auto allowance and communication device allowance; no country club dues for Mr. Taylor (paid for other NEOs except Taylor) . |
| Retirement benefits | 401(k) plan with match and 2% discretionary contribution; eligibility for nonqualified Deferred Compensation Plan (DCP) . |
Performance Compensation
- Annual Cash Incentive Plan (2024) structure for COO (Taylor): 70% Net Income; 10% Asset Quality; 10% Efficiency; 10% Lines of Business (WM + Insurance) .
| Metric (weight) | Threshold | Target | Actual/Result | Payout as % of opportunity (Taylor) |
|---|---|---|---|---|
| Net Income (70%) | $71.1m | $79.0m | $82.0m (103.8% of target) | 44.8% . |
| Asset Quality (10%) | 1.40% | 1.10% | 0.90% (max) | 14.6% . |
| Efficiency (10%) | 67.3% | 60.6% | 60.3% (~101% of target) | 4.3% . |
| Lines of Business NI (10%) | $10.8m | $12.0m | $11.4m (~95% of target) | 3.0% . |
| Total payout earned | — | — | — | 66.7% of target opportunity; actual cash bonus $234,788 . |
Long-term Equity (LTIP)
- January 29, 2024 grant: performance RSUs with one-year performance period (2024 Net Income), then convert to restricted stock and vest 1/3 on Dec 15, 2025/2026/2027; target and actual shares below .
| Grant/Performance Year | Instrument | Target units | Actual earned | Vesting |
|---|---|---|---|---|
| 2024 performance (granted 1/29/24) | Performance RSUs → Restricted Stock | 1,560 | 1,800 (above target) | 1/3 on Dec 15, 2025, 2026, 2027 . |
| January 2025 issuance | Restricted Stock from 2024 RSU plan | — | 3,850 shares (reflects maximum/earned conversion for 2024) | Vests 1/3 on Dec 15, 2025/2026/2027 . |
Clawbacks
- Company has a 2015 Incentive Compensation Recoupment Policy (restatement or misconduct) and a 2023 Dodd‑Frank/Nasdaq‑compliant Recovery Policy (accounting restatement) covering cash and equity incentives for 3 years preceding the restatement .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 18, 2025)
| Holder | Total Shares | % of Outstanding | Detail |
|---|---|---|---|
| Michael L. Taylor | 46,053 | 0.2% | 31,046 direct; 9,680 in 401(k); 5,327 in Company Deferred Compensation Plan . |
| Shares outstanding | 23,982,333 | — | Shares outstanding on record date . |
Unvested/Outstanding Equity (as of Dec 31, 2024)
| Type | Unvested shares | Market value reference |
|---|---|---|
| Restricted stock (from 2022–2024 programs) | 6,050 | $222,761 at $36.82 close on 12/31/2024 . |
| Vesting cadence | — | Remaining tranches vest Dec 15, 2025; Dec 15, 2026; Dec 15, 2027 . |
Recent Vesting (liquidity runway / selling pressure indicators)
| Year | Shares vested | Value at vest |
|---|---|---|
| 2024 | 2,600 | $107,198 at $41.23 on 12/13/2024 . |
| 2023 | 2,667 | $92,412 at $34.65 on 12/15/2023 . |
Ownership Guidelines and Restrictions
- Executive ownership guideline: SEVP 7,500 shares (EVP 5,000; CEO 12,500); executives restricted from divesting until reaching guideline. Taylor’s beneficial ownership (46,053) exceeds SEVP guideline; hedging and margin transactions are prohibited under the Insider Trading Policy (anti‑hedging, no margin accounts) .
Deferred Compensation (DCP) – Mr. Taylor
| 2024 Exec contributions | 2024 earnings | Aggregate balance (12/31/2024) |
|---|---|---|
| $17,435 | $16,956 | $209,908 . |
Pledging/Hedging
- No pledging disclosed; policy prohibits hedging and depositing Company stock in margin accounts (reduces alignment risk) .
Employment Terms
Employment Agreement
- Term: Renewed effective December 31, 2024 for a one‑year term with auto‑renewal; base salary cannot be reduced; target bonus 40% of salary; DCP participation; standard executive benefits (no country club dues for Taylor per perquisite disclosure) .
- Severance (no change in control): 12 months base salary + continued health coverage at active employee rates during severance period .
- Change in Control (double‑trigger): If terminated without cause or resigns for good reason within 2 years post‑CIC: 24 months base salary + lump‑sum equal to prior year cash incentive + continued health coverage during severance period; equity treatment per plan/award agreements .
Quantified 2024 Potential Payments (assuming event on 12/31/2024)
| Scenario | Base salary | Prior-year incentive | Health benefits | Value of accelerated equity |
|---|---|---|---|---|
| Change in Control (double‑trigger) | $701,054 | $128,928 | $32,248 | $222,761 . |
| Termination w/o Cause (no CIC) | $350,527 | — | $16,124 | — . |
| Retirement/Death/Disability (equity) | — | — | — | $222,761 . |
Restrictive Covenants and Vesting Mechanics
- Non-compete and non-solicit: 1 year post-termination; confidentiality is indefinite .
- Equity vesting: If employment terminates during RSU performance period, RSUs are forfeited. After conversion to restricted stock, accelerated vesting applies on specified retirement/death/disability conditions; upon CIC, full vesting immediately prior unless awards are assumed by a public company (then double‑trigger acceleration) .
Performance & Track Record
- Demonstrated role in strategic M&A. SEC transaction documents note Taylor’s participation in deal discussions and execution (e.g., First Bank transaction process in 2017–2018; signed as officer of merger sub) .
- Company pay-versus-performance table shows CAP and TSR trends; internal metrics (Net Income, Asset Quality, Efficiency) used to drive incentives, aligning with operational execution under COO remit .
Compensation Committee, Peer Benchmarking, and Say‑on‑Pay
- Peer group: 26 Midwest regional banks and financials of similar size used for benchmarking; total compensation targeted at the 25th–50th percentile with judgment based on role, performance, and market conditions .
- Say‑on‑pay: 97% approval at 2023 Annual Meeting, indicating strong shareholder support for the compensation program .
Related Policies and Governance Safeguards
- Clawbacks: 2015 Recoupment Policy (misconduct/restatements) and 2023 Dodd‑Frank policy (accounting restatements) .
- Anti-hedging/margin: Prohibits short sales, options/derivatives, and depositing Company stock in margin accounts .
- Section 16(a): 2024 review cited late filings by one director and one unnamed non‑NEO executive; no late filings identified for Taylor .
Insider Transaction Indicators
- Recent equity vests occur annually in mid‑December, creating periodic potential selling pressure around those dates (2,600 shares in 2024; 2,667 shares in 2023) .
- Example Form 4 activity: 12/15/2023 shows 1,800-share non‑open‑market acquisition for Michael L. Taylor (consistent with equity grant conversions) .
Investment Implications
- Pay-for-performance alignment is solid: bonus tied 70% to Net Income with secondary weights on Asset Quality and Efficiency; 2024 results exceeded target on Net Income and hit maximum on Asset Quality, yielding a 66.7% of target payout for Taylor—neither overly generous nor overly punitive—signaling discipline and linkage to operating outcomes .
- Retention risk appears moderate: 24 months salary plus prior-year bonus on double‑trigger CIC and ~6,050 unvested shares with multi-year vesting create strong retention incentives; non-compete/non-solicit and clawbacks further deter abrupt departures or misconduct .
- Alignment and trading signals: Taylor substantially exceeds ownership guidelines and is constrained by anti-hedging/margin policy; predictable year-end vesting cycles may create small, periodic liquidity flows but no evidence of pledging or aggressive selling pressure is disclosed .
- Governance quality: Strong say‑on‑pay support (97%), clear CIC double‑trigger structure (no single-trigger cash), and explicit clawbacks reduce shareholder risk of misaligned pay; perquisites are modest with no club dues for the COO .