Barry Ray
About Barry Ray
Barry S. Ray, 53, is Senior Executive Vice President and Chief Financial Officer of MidWestOne Financial Group and MidWestOne Bank. He joined in June 2018 after senior finance roles at Columbia State Bank (Chief Accounting Officer & Controller), Russell Investment Group (Business Analyst, Investment Operations), and RSM US LLP (Consulting Services Manager). He is a U.S. Navy veteran, a Certified Public Accountant, and holds a Bachelor’s degree from the University of Washington . Company performance in 2024 featured core execution with a strategic repositioning and capital raise; reported net income was a loss of $60.3 million and diluted EPS was -$3.54, while 5-year TSR trailed the S&P U.S. BMI Banks - Midwest Region but compensation actually paid remained directionally aligned with TSR and EPS .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Columbia State Bank (subsidiary of Columbia Banking System, Inc.) | Chief Accounting Officer & Controller | 2006–2018 | Led accounting and control functions for publicly traded bank holding company . |
| Russell Investment Group | Business Analyst, Investment Operations | 2005–2006 | Supported investment operations and analytics at a global asset manager . |
| RSM US LLP | Consulting Services Manager | 2000–2005 | Delivered financial consulting and systems/process advisory services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in proxy for Mr. Ray . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|---|
| Base Salary ($) | $329,000 | $345,450 | $357,540 | $373,630 |
| YoY change | — | +5.0% | +3.5% | +4.5% |
Performance Compensation
| Incentive Component | Design | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) – Core EPS | Equally-weighted goal within five-goal plan | 20% | Not disclosed | 127% of target payout (company-level) | Applies to all NEOs . |
| Annual Cash Incentive (2024) – Core ROATCE | Equally-weighted goal | 20% | Not disclosed | 126% of target payout | — |
| Annual Cash Incentive (2024) – Efficiency Ratio | Equally-weighted goal | 20% | Not disclosed | 83% of target payout | — |
| Annual Cash Incentive (2024) – Individual Goal #1 (Ray) | CFO-specific goal | 20% | Not disclosed | 150% of target payout | Strategic plan execution . |
| Annual Cash Incentive (2024) – Individual Goal #2 (Ray) | CFO-specific goal | 20% | Not disclosed | 150% of target payout | Treasury/FP&A enhancements . |
| 2024 Annual Cash Incentive Outcome (Barry Ray) | Value |
|---|---|
| Target incentive ($) | $160,893 |
| Target % of salary | 45% |
| Financial metrics payout (% of target) | 112% |
| Individual Goal #1 payout (% of target) | 150% |
| Individual Goal #2 payout (% of target) | 150% |
| Total paid | $204,413 (127% of target) |
| Long-Term Incentive (Equity) | Grant date | Mix | Grant-date value | Share counts |
|---|---|---|---|---|
| 2024 LTI (Barry Ray) | Feb 15, 2024 | 60% PSUs / 40% RSUs | $225,020 | PSUs target 5,515; RSUs 3,677 |
| 2025 LTI (approved) (Barry Ray) | Feb 2025 | 60% PSUs / 40% RSUs | $284,500 total; PSUs $170,700; RSUs $113,800 | Vesting: RSUs ratable over 3 years; PSUs cliff at 3 years . |
| PSU Performance Framework | 3-year cumulative core diluted EPS & 3-year average ROATCE, equal weight | — | — | 2022–2024 PSU payout = 0% (below threshold on both metrics) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 18,207 shares; includes 1,810 ESOP shares . |
| Ownership as % of shares outstanding | <1% of 20,815,715 shares . |
| Unvested RSUs (12/31/2024) | 6,184 units; market value $180,078 (at $29.12) . |
| Unearned PSUs (12/31/2024) | 4,645 units; payout value $135,262 (at $29.12; assumes target) . |
| Options | None; company does not currently grant options . |
| Pledging of shares | No pledging disclosed for Mr. Ray in proxy . |
| Ownership guidelines | NEOs: 3x base salary (includes unvested shares); 50% retention until met; all NEOs compliant as of 12/31/2024 . |
| Anti-hedging | Hedging prohibited for directors, officers, employees . |
| Insider trading windows | Blackout from 2 weeks before quarter-end through 2 trading days after earnings release . |
| Clawback | Robust, compliant with Exchange Act Rule 10D-1 and Nasdaq; covers incentive comp tied to performance; applies to NEOs . |
Vesting Schedules (Barry Ray)
| Award | Vest Date(s) | Units |
|---|---|---|
| RSUs granted 2/15/2022 | 2/15/2025 | 745 |
| RSUs granted 2/15/2023 | 2/15/2025; 2/15/2026 | 775; 775 |
| PSUs granted 2/15/2023 | 2/15/2026 (subject to performance threshold) | 1,744 |
| RSUs granted 2/15/2024 | 2/15/2025; 2/15/2026; 2/15/2027 | 1,226; 1,225; 1,226 |
| PSUs granted 2/15/2024 | 2/15/2027 (subject to performance threshold) | 2,758 |
Employment Terms
| Provision | Barry Ray Terms |
|---|---|
| Employment agreement term | Extends through 12/31/2025; auto-renews annually unless nonrenewal notice; remains in effect for 2 years post-change-in-control . |
| Severance (no CIC) | 100% of then-current base salary; for Ray this modeled as $357,540 (as of 12/31/2024) . |
| Severance (within 6 months before/24 months after CIC) | 200% of “Base Compensation” (greater of current base or base as of day before CIC + prior-year incentive) paid in lump sum; modeled cash $1,123,906 plus equity acceleration . |
| Equity acceleration on CIC (with termination) | RSUs vest 100%; PSUs vest at target (for 2023 plan PSUs at target; 2017 plan based on actual performance to CIC date) . |
| Equity acceleration on CIC (no termination) | PSUs continue to vest per plan; modeled PSU value $215,557 . |
| Death/Disability | RSUs vest 100%; PSUs vest at target; modeled RSU $180,092 and PSU $215,557 totals $395,649 . |
| Retirement | Continued vesting per original schedule for RSUs; PSUs vest pro-rata based on actual performance (subject to non-compete) . |
| COBRA continuation | Employee-rate cost; incremental monthly cost for Ray modeled at $332.02 (as of 12/31/2024) . |
| Restrictive covenants | Non-compete and non-solicit for 15 months post-termination; confidentiality obligations during and after employment . |
| 280G cutback | Benefits capped at $1 below excise tax trigger; actual CIC payments may be reduced accordingly . |
Multi-Year Compensation (Barry Ray)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $329,000 | $345,450 | $357,540 |
| Bonus ($) | $0 | $0 | $0 |
| Stock Awards ($, grant-date fair value) | $140,000 | $180,000 | $225,020 |
| Non-Equity Incentive ($) | $151,445 | $82,908 | $204,413 |
| Change in Pension/Deferred Comp ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $28,667 | $19,190 | $30,476 |
| Total Compensation ($) | $649,112 | $627,548 | $817,449 |
Compensation Structure Analysis
- Mix trends: 2024 total compensation rose to $817k, driven by higher equity awards ($225k) and a strong annual incentive ($204k), while no bonuses were paid; equity remains primarily RSUs/PSUs with no stock options granted by policy .
- Performance gating: The 2022–2024 PSU cycle paid 0% (below threshold on 3-year core EPS and ROATCE), reinforcing pay-for-performance alignment and reducing immediate selling pressure from performance equity .
- Incentive metrics: Annual plan weights five equal goals with heavy emphasis on core EPS, ROATCE, and efficiency ratio; Ray’s 2024 individual goals paid at 150% each, reflecting CFO-led treasury and planning enhancements .
- Governance: Robust clawback, anti-hedging, ownership guidelines (3x salary; compliant), and annual say‑on‑pay support (95.1% approval in 2024) indicate strong shareholder alignment and oversight .
Related-Party Transactions and Red Flags
- No pledging of Mr. Ray’s shares disclosed; hedging prohibited by policy .
- No tax gross-ups or option repricing disclosed; 280G cutback applies to limit CIC excise exposure .
- Section 16(a) compliance: Company noted no filing deficiencies for executive officers in 2024; one late Form 4 was disclosed for a director (not Ray) .
Compensation Peer Group and Benchmarking
- Peer group reviewed annually with F.W. Cook; 2024 peer additions included CrossFirst Bankshares; peers span Midwest regional/community banks with similar asset profiles .
- Committee targets competitive total compensation without strict percentile anchoring; considers performance, scope, experience, and internal equity .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 95.1% “for,” signaling investor support for program design and outcomes .
- Committee uses shareholder input and consultant guidance to calibrate metrics, risk controls, and equity mix annually .
Expertise & Qualifications
- CPA with multi-decade finance leadership across public banking, asset management operations, and professional services; U.S. Navy service; B.A. University of Washington .
- 2024 CFO goals centered on treasury and financial planning enhancements under the strategic plan .
Work History & Career Trajectory
- CFO, MidWestOne Financial Group/Bank (2018–present) with progression overseeing financial management, planning, and reporting .
- Prior roles at Columbia State Bank (2006–2018), Russell Investment Group (2005–2006), and RSM US LLP (2000–2005) .
Employment Terms
- Agreement through 12/31/2025 with auto-renewal; double-trigger CIC protections with 200% Base Compensation severance, equity acceleration, and COBRA continuation at employee rates; 15-month non-compete/non-solicit .
Investment Implications
- Alignment: Significant unvested RSUs and PSUs, strict anti-hedging, and ownership requirements reduce misalignment risk; PSU zero payout for 2022–2024 underscores rigorous performance hurdles .
- Retention: Competitive cash/equity mix, 2025 LTI uplift ($284.5k), and non-compete/severance terms suggest moderate retention risk; upcoming RSU/PSU vestings through 2027 provide ongoing retention hooks .
- Trading signals: Insider selling pressure appears limited near term given PSU outcomes and ownership guidelines; blackout windows and clawback reduce opportunistic trading risk .
- Performance levers: Annual incentive emphasizes core EPS/ROATCE/efficiency; execution on treasury/FP&A can directly influence payouts, while strategic repositioning (asset sales, capital raise) affected GAAP results in 2024; monitor how core metrics drive 2025 payouts and PSU cycles .