Robert Cook
About Robert S. Cook
Robert S. Cook (age 42 as of March 15, 2025) is an independent director of First Mid Bancshares, Inc. (FMBH) since 2014, with board roles across the Company, First Mid Bank, Insurance Group, and Wealth Management. He holds a B.S. in Finance from the University of Missouri, is Managing Partner of TAR CO Investments LLC (community bank–focused investment firm) and previously served as Vice President at FIG Partners LLC (2009–2014), leading corporate development for Midwest community banks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FIG Partners LLC (investment banking) | Vice President | 2009–2014 | Led corporate development with community banks/thrifts in the Midwest |
| Channel Bio Corp / Monsanto roles (for context from board bios) | — | — | Not applicable to Cook; listed for other directors in proxy; omitted for Cook |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TAR CO Investments LLC | Managing Partner | 2014–present | Firm primarily invests in community banks |
Board Governance
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 16 | 14 |
| Attendance threshold met (≥75%) | Yes (all directors; Mr. James excepted as new join) | Yes (all directors; Mr. Palmby excepted as new join) |
| Independence status (NASDAQ) | Independent (except CEO and Mr. James) | Independent (all except CEO) |
| Audit Committee membership | Member; designated SEC “financial expert” | Member; SEC “financial expert” designation held by Ms. Westerhold; Cook designated “banking & financial management expert” with fee |
| Compensation Committee membership | Member | Member |
| Nominating & Governance Committee (NGC) | Member; NGC met 3x | Chair; NGC met 1x |
| Risk Committee | Member (all directors) | Member (all directors) |
Lead Independent Director: Holly B. Adams (appointed April 29, 2020) coordinates executive sessions and governance oversight .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees (Company + subsidiaries + committees) | $48,667 | $55,500 |
| Stock award (fully vested shares) | $16,584 (600 shares) | $23,450 (700 shares) |
| Total | $65,251 | $78,950 |
Detailed FY 2024 fee composition for Robert S. Cook:
- Company director $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; Wealth Management Committee $1,000; NGC Chair $4,000; Audit “banking & financial management expert” $2,500
Performance Compensation
| Equity Grant Type | FY 2023 | FY 2024 | Vesting |
|---|---|---|---|
| Director stock grant (time-based) | 600 fully vested shares; grant-date fair value $16,584 | 700 fully vested shares; grant-date fair value $23,450 | Fully vested at grant (director program) |
No performance metrics apply to non-employee director equity grants; they are time-based shares granted annually (fully vested) .
Other Directorships & Interlocks
| Entity | Role | Notes |
|---|---|---|
| First Mid Bank | Director | Subsidiary board service |
| First Mid Insurance Group | Director | Subsidiary board service |
| First Mid Wealth Management | Director | Subsidiary board service since July 2018 |
| Public company boards (current) | None disclosed | No other public company directorships noted in proxy |
Expertise & Qualifications
- Finance and banking specialist; experience assessing community banks; strong financial statement proficiency .
- Designated “audit committee financial expert” in 2023; in 2024 proxy only Ms. Westerhold is designated SEC “financial expert,” while Cook holds internal “banking & financial management expert” designation on Audit Committee with retainer .
- NGC chair (2024), reinforcing governance process oversight (board composition, evaluation, guidelines, sustainability/ESG oversight per charter) .
Equity Ownership
| Metric | As of Feb 1, 2024 | As of Feb 18, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 51,655 | 54,052 |
| % of shares outstanding | 0.2% | 0.2% |
| Directors’ ownership guideline ($100,000 minimum) | Company states all directors meet threshold | Company states all directors meet threshold |
Beneficial ownership detail (2025):
- Joint with spouse: 17,022 shares
- Mr. Cook IRA: 6,106 shares
- Deferred Compensation Plan: 4,886 shares
- Custodian for children: 11,980 shares
- Spouse IRA: 244 shares
- TAR CO Investment LLC (shared voting/investment power): 13,814 shares
Anti-hedging/margin policy prohibits short sales, derivatives on Company stock, and depositing Company shares in margin accounts; no pledging disclosed in proxy .
Insider Trades and Section 16 Compliance
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Company-reported late Section 16 filings involving Cook | None noted; late filings were by Marcus and McCurry | None noted; late filings were by Zimmer and one non-NEO executive |
Directors can defer fees into the Deferred Compensation Plan (DCP); Cook’s beneficial holdings include DCP shares (see ownership detail) .
Governance Assessment
- Independence and breadth of committee service: Cook is independent and serves on Audit, Compensation, NGC (Chair in 2024), and Risk committees, indicating strong engagement in core oversight areas .
- Attendance and engagement: Board met 14 times in 2024 and 16 in 2023; all directors met at least 75% attendance thresholds aside from new joiners; no attendance concerns noted for Cook .
- Ownership alignment: Meets director ownership guideline; maintains diversified holdings including DCP, IRA, and joint accounts; use of DCP strengthens alignment and long-term focus .
- Compensation structure: Balanced cash retainer plus equity grants (700 fully vested shares in 2024 vs 600 in 2023) suggests increasing equity alignment without performance-risk dilution typical of RSUs; chair/expert fees reflect added responsibilities .
- Committee interlocks/related-party transactions: No compensation committee interlocks or related-party transactions requiring disclosure; standard banking services/credit to insiders on market terms only .
- Risk oversight: Membership on Risk Committee and Audit Committee supports comprehensive risk governance; company maintains clawback and Dodd-Frank recovery policies enhancing accountability .
RED FLAGS
- Change in formal SEC “audit committee financial expert” designation: Cook was designated in 2023; in 2024 proxy only Ms. Westerhold holds the SEC designation while Cook receives the internal “banking & financial management expert” retainer. This is not inherently negative, but investors should monitor rationale and audit committee skill coverage .
- TAR CO Investments LLC exposure: As Managing Partner of a firm investing in community banks, monitor for potential interlocks or transactions with counterparties; no related-party exposures disclosed in proxy, but ongoing review is prudent .
Committee Meeting Activity (Context)
| Committee | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|
| Audit | 8 | 7 |
| Compensation | 3 | 3 |
| Nominating & Governance | 3 | 1 |
| Risk | 2 | 4 |
Say-on-pay support (company-wide): 97% approval at 2023 annual meeting (context for governance sentiment) .