Paul Palmby
About Paul L. Palmby
Paul L. Palmby (age 62) joined First Mid Bancshares’ board in November 2024 and is classified as an independent director under NASDAQ standards . He is President, Chief Executive Officer, and Director of Seneca Foods Corporation (CEO since 2020; prior roles include EVP/COO 2006–2020, President of the Vegetable Division 2005–2006, and various roles since 1987) . His initial FMBH board term expires in 2026, and he also serves on boards of First Mid Bank, Wealth Management, and Insurance Group . Background highlights include board oversight, M&A, farming, manufacturing, and food processing experience, with public and government board service (DATCP board; prior USDA Fruit and Vegetable Advisory Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seneca Foods Corporation | President & CEO; Director | CEO since 2020; Director current | Executive leadership and operations in food processing |
| Seneca Foods Corporation | EVP & COO | 2006–2020 | Oversight of enterprise operations |
| Seneca Foods Corporation | President, Vegetable Division | 2005–2006 | Business unit leadership |
| Seneca Foods Corporation | Various roles | 1987–2004 | Progression across management roles |
| Blackhawk Bancorp, Inc. | Director | 2019–2023 | Served at time of First Mid’s acquisition (Aug 2023) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wisconsin Department of Agriculture, Trade, and Consumer Protection (DATCP) | Board Member | Not disclosed | State regulatory insight |
| USDA Fruit & Vegetable Advisory Committee | Appointee (prior) | Not disclosed | Federal agriculture policy perspective |
| Farming For The Future Foundation | Board Member | Current | Agriculture education and outreach |
| Midwest Food Processors Association; Northwest Food Processors Association; Wisconsin Manufacturers and Commerce; Wisconsin FFA Foundation; Produce for Better Health Foundation | Board roles (prior) | Not disclosed | Industry and community engagement |
Board Governance
- Independence: Board determined all directors except CEO/Chairman Joseph Dively are independent; Palmby is independent .
- Tenure/terms: First became director in 2024; term expires 2026; age 62 .
- Attendance: Board held 14 meetings in 2024; all directors attended ≥75% except Palmby who joined in November 2024 (partial-year) .
- Leadership structure: Combined CEO/Chairman; lead independent director (Holly Adams) appointed April 29, 2020 to moderate executive sessions and serve as governance liaison .
| Committee | Role | Chair | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit | Member | Chair: Mary J. Westerhold | 7 | All independent; oversees financial reporting, auditor independence, internal audit |
| Compensation | Member | Chair: James E. Zimmer | 3 | All independent; reviews executive pay, equity plans |
| Nominating & Governance (NGC) | Member | Chair: Robert S. Cook | 1 | Board composition, evaluations, governance policies, sustainability oversight |
| Risk | Member | Chair: J. Kyle McCurry | 4 | Enterprise risk oversight, risk appetite and tolerances |
Fixed Compensation
- Structure (non-employee directors, 2024): Quarterly retainer $6,250; lead independent add’l $2,500; Audit member $625/qtr and chair +$1,250/qtr and banking/financial expert +$625/qtr; Compensation member $625/qtr and chair +$1,000/qtr; NGC member $500/qtr and chair +$1,000/qtr; First Mid Bank board $2,500/qtr; Wealth Management and Insurance Group boards $500/qtr each; Wealth Management committee $250/qtr .
- 2024 actual (Palmby, prorated since joining Nov 2024): Fees earned or paid in cash $8,000; stock award $4,831; total $12,831 .
| Metric | 2024 (USD) |
|---|---|
| Fees Earned or Paid in Cash | $8,000 |
| Stock Award (Grant-date fair value) | $4,831 |
| Total Compensation | $12,831 |
Footnote clarifies Palmby’s cash fees reflect prorated service as director of the Company ($25,000 annual), First Mid Bank ($10,000), Wealth Management ($2,000), Insurance Group ($2,000), plus committee memberships: Audit $2,500, Compensation $2,500, NGC $2,000, Risk $2,000, Wealth Management Committee $1,000—amounts represent full-year equivalents, with Palmby’s pay prorated for his start date .
Performance Compensation
- Annual director equity grant: 700 fully vested shares for non-employee directors; prorated for Palmby to 117 shares (grant-date fair value reflected above). No performance metrics apply to director equity; awards are time/proration-based, fully vested upon grant .
| Equity Award Type | Shares | Vesting | Grant-date Fair Value |
|---|---|---|---|
| Fully vested common stock (prorated) | 117 | Fully vested at grant; prorated for partial-year service | $4,831 |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Exposure |
|---|---|---|
| Seneca Foods Corporation | CEO & Director | Large food processor; potential banking relationship exposure; no related-party transactions disclosed for 2024 |
| Blackhawk Bancorp, Inc. | Director (2019–2023) | Served at time of First Mid’s Aug 2023 acquisition; experience with bank governance and M&A |
| DATCP (WI) | Board Member | Public-sector regulatory perspective beneficial to risk oversight |
| USDA Fruit & Vegetable Advisory (prior) | Appointee | Policy insight; no current interlock noted |
Expertise & Qualifications
- Board skill matrix indicates Palmby contributes in Executive Leadership; Strategic Planning/Business Operations; Risk Management; Corporate Governance; Regulatory & Legal; Human Capital Management; Agriculture; Entrepreneurial experience .
- Board tenure matrix: Palmby tenure 1 year as of March 15, 2025 .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Paul L. Palmby | 4,810 | <1% | Shares held individually |
| Director Ownership Guideline | $100,000 value encouraged (not required) | — | Company states all nine directors meet this threshold (includes deferred comp holdings) |
- Section 16(a) compliance: Company reports timely filings for 2024 except one late Form 4 by Director Zimmer and a late Form 4 by a non-NEO executive officer; no issues noted for Palmby .
Governance Assessment
- Independence and committee breadth: Palmby is independent and serves on Audit, Compensation, NGC, and Risk—broad exposure to core governance domains. This supports board effectiveness and risk oversight .
- Attendance/engagement: Partial-year appointment explains exception to ≥75% attendance metric; not indicative of low engagement given timing .
- Pay structure and alignment: Modest cash retainer with annual stock grant; Palmby’s equity grant was prorated (117 shares), providing alignment. Company encourages substantial director ownership ($100,000), and all current directors reportedly meet the threshold, strengthening investor alignment .
- Conflicts/related-party exposure: Despite Palmby’s external CEO role at Seneca Foods, the audit committee’s Related Person Transactions Policy and 2024 disclosure indicate no related-party transactions requiring disclosure; director/officer credit extensions are permitted only on market terms with normal risk .
- Compensation committee interlocks: None—committee comprised of independent directors; no cross-company comp committee overlaps reported for 2023–2024 .
RED FLAGS / Watch items
- Time commitments: Dual role as public-company CEO (Seneca Foods) may constrain time; monitor attendance and committee participation post-2024 .
- NGC met only once in 2024; ensure robust cadence given evolving governance demands (board-wide observation) .
- Related-party vigilance: Maintain oversight of any banking services, loans, or fiduciary engagements involving entities where Palmby has interests; 2024 had no disclosable transactions .
Overall implications for investor confidence
- Independent status, broad committee involvement, and agriculture/regulatory expertise are positives for oversight quality. Equity grant and reported director ownership thresholds signal alignment. No disclosed conflicts or related-party transactions; continue monitoring for potential exposure given external CEO role and evolving responsibilities .