Carl Chaney
About Carl J. Chaney
Carl J. Chaney, 63, is an independent Class II director of MidWestOne Financial Group (MOFG) serving since 2024, and currently chairs the Audit Committee; he is designated by the Board as an “audit committee financial expert.” He brings 35+ years of banking experience, is a former public‑company CEO, and holds a BBA in Banking & Finance and a JD from the University of Mississippi. His tenure on MOFG’s board runs through the 2027 annual meeting unless re‑elected.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hancock Whitney Corporation (public) | President & CEO (former) | — | Led large regional bank; experience cited as basis for MOFG audit “financial expert” designation |
| Beach Community Bank | Chairman of the Board (former) | Until Dec 2022 | Governance leadership at bank; stepping down date disclosed |
| Large SE regional law firm | Bank Regulatory/M&A Partner (early career) | — | Regulatory and M&A legal expertise |
| Federal Reserve Bank of Atlanta – New Orleans branch | Director (prior) | — | External regulatory perspective |
| Mississippi Power Company / Southern Company (public, affiliate) | Director (prior) | — | Public utility board experience |
| Allen & Company | Director (prior) | — | Prior directorship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industry Bancshares, Inc. (non‑public bank holding company) | Executive Chairman | Current | Ongoing banking leadership (potential industry overlap; see Governance Assessment) |
| Chaney Investments | Chairman | Current | Investment leadership |
| JTS Capital Group (Waco, TX) | Director | Current | External board role; investment/credit perspective |
| Graduate School of Banking at LSU; Alabama Banking School; Mississippi School of Banking | Instructor | Current | Ongoing banking education, risk/control expertise |
Board Governance
- Independence: Board determined Chaney is independent under Nasdaq rules; only the CEO (Reeves) and former CEO (Funk) are non‑independent. All standing committees (Audit; Human Capital & Compensation; Nominating & Corporate Governance) are composed solely of independent directors.
- Committee assignments: Audit Committee Chair effective April 2024; designated “audit committee financial expert.” Anticipated to continue in 2025.
- Board/committee activity: Board held 7 meetings in 2024; all directors attended at least 75% of combined board and committee meetings. Independent directors held 3 executive sessions in 2024. The Audit Committee met 14 times in 2024.
- Leadership structure: MOFG separates Chair and CEO roles; anticipated 2025 Chair transition to an independent director; lead independent director role to be eliminated with the independent Chair.
Fixed Compensation (Director)
| Item | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $37,500 | Program terms effective April 1, 2024 |
| Equity retainer (RSUs, 1‑yr vest) | $28,750 | Annual grant; value rounded to nearest whole share |
| Audit Committee Chair retainer | $13,400 | Annual committee chair fee |
| Committee meeting fees | $600 per meeting | Paid for committee meeting attendance; chairs do not receive meeting fees |
| Director – 2024 Actual Pay | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| Carl J. Chaney | 37,086 | 28,764 | 400 | 66,250 | Joined board Apr 25, 2024; RSUs granted May 15, 2024 |
- 2025 update: Equity retainer increased to $32,500; committee chair retainers for Human Capital & Compensation and Nominating & Corporate Governance increased to $8,500 and $6,000, respectively; other elements unchanged (effective Apr 1, 2025).
Performance Compensation (Director)
- Structure: MOFG does not use performance‑metric equity for directors; equity is time‑based RSUs that vest after one year; no options currently granted. Anti‑hedging policy prohibits hedging by directors.
| Equity Award Detail (Director) | Grant Date | Type | Shares/Units Outstanding (12/31/24) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director RSU (2024) | May 15, 2024 | RSU | 1,328 | 1‑year vest | Outstanding units per director table |
Other Directorships & Interlocks
- Current: Executive Chairman, Industry Bancshares (non‑public); Director, JTS Capital Group; Chairman, Chaney Investments.
- Prior: Chair, Beach Community Bank (through Dec 2022); Director roles at Federal Reserve Bank of Atlanta – New Orleans branch, Allen & Company, and Mississippi Power Company/Southern Company (public).
- Independence/Related‑party controls: Audit Committee evaluates and pre‑approves non‑lending material transactions with directors to protect independence; no Chaney‑specific related‑party transactions disclosed.
Expertise & Qualifications
- Designated Audit Committee Financial Expert (SEC regulations), based on service as Chairman, CEO, EVP, and CFO across multiple banking organizations and corporate board appointments.
- 35+ years of banking industry experience; regulatory and M&A legal background.
- Degrees: BBA (Banking & Finance) and JD, University of Mississippi.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Footnotes | Unvested Director RSUs (12/31/24) |
|---|---|---|---|---|
| Carl J. Chaney | 7,000 | <1% | Includes 1,000 shares in personal trust; no pledging disclosed for Chaney | 1,328 |
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x annual cash retainer; 75% of shares from company equity must be retained until compliant; as of Dec 31, 2024 all non‑employee directors were in compliance. Hedging is prohibited by policy.
- Section 16 compliance: No delinquent filings for directors/officers in 2024 other than one late Form 4 by a different director; none noted for Chaney.
Governance Assessment
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Strengths (investor‑confidence positives)
- Independent Audit Chair with SEC “financial expert” designation; Audit Committee met 14 times in 2024, indicating robust oversight.
- Clear director pay structure with modest cash retainer and time‑based RSUs; no options; anti‑hedging and clawback policies in place; strong ownership guidelines with full compliance.
- Board independence and separation of Chair/CEO roles; planned transition to independent Chair; regular executive sessions.
- Say‑on‑pay support of 95.1% in 2024 signals constructive shareholder sentiment toward compensation governance.
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Watch items / potential conflicts
- Concurrent leadership at Industry Bancshares (bank holding company) while serving as MOFG Audit Chair could present perceived competitive or conflict risk depending on geographic/market overlap; however, MOFG discloses related‑party oversight and independence determinations and reports no Chaney‑specific related‑party transactions.
- No pledging disclosed for Chaney; one director (not Chaney) holds shares in a margin account elsewhere, underscoring the need to monitor pledging across the board.
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Attendance and engagement
- Board reported all directors at or above 75% attendance for 2024; Audit Committee activity level is high; independent sessions held three times, supporting independent oversight.
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RED FLAGS
- None disclosed specific to Chaney (no low attendance, no related‑party transactions, no hedging/pledging disclosed, no option repricings). Continue monitoring for conflicts due to external bank leadership roles.