Charles Funk
About Charles N. Funk
Charles N. “Charlie” Funk, 70, is a Class I director of MidWestOne Financial Group, Inc. (MOFG) and MidWestOne Bank; he served as CEO of the Company (2008–Oct 2022) and the Bank (2000–Oct 2022), and was President of both from 2000–2020. He holds a Bachelor’s degree from William Jewell College and has taught at the Colorado Graduate School of Banking, the Iowa School of Banking, and the Stonier Graduate School of Banking at Georgetown University, underscoring deep banking expertise. He previously served on the boards of Folience and the American Bankers Association and was Chair of the Iowa Bankers Association in 2010–2011. He has been a MOFG director since 2000, bringing 25 years of board tenure as of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MidWestOne Financial Group, Inc. | Chief Executive Officer | Mar 2008 – Oct 2022 | Led strategic repositioning and growth; long-standing leadership continuity |
| MidWestOne Financial Group, Inc. | President | Nov 2000 – Jul 2020 | Oversaw company operations and integration efforts |
| MidWestOne Bank | Chief Executive Officer | Nov 2000 – Oct 2022 | Guided bank operations through multiple cycles |
| Brenton Bank – Des Moines | President & Central Region Manager; Chief Investment Officer | Prior to 2000 | Senior operating and investment roles in regional banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Bankers Association | Director (prior) | Not disclosed | National industry leadership; also Chair of Iowa Bankers Association (2010–2011) |
| Iowa Bankers Association | Chair | 2010–2011 | Statewide industry leadership |
| Folience (private) | Director (prior) | Not disclosed | Private company board experience |
| Academic Programs (Colorado, Iowa, Stonier at Georgetown) | Instructor | Not disclosed | Banking education and talent development |
Board Governance
- Independence status: Not independent; board determined all directors and nominees are independent except the CEO (Reeves) and Mr. Funk. RED FLAG: long-serving former CEO currently classified as non-independent.
- Committee assignments: Not disclosed as a member of Audit, Human Capital & Compensation, or Nominating & Corporate Governance committees for 2024–2025; membership lists do not include Mr. Funk.
- Attendance and engagement: Board held seven meetings in 2024; all directors attended at least 75% of board and applicable committee meetings.
- Years on board: Director since 2000 (Class I; term expiring 2026).
- Independent sessions and structure: Chair and CEO roles separated; independent directors meet without non-independent directors; three such sessions in 2024.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $35,000 | Director cash compensation received by Mr. Funk in 2024 |
| All other compensation | $6,900 | Includes fees, if any, for service on the MidWestOne Bank board |
| Change in pension/def. comp. earnings | $1,801 | Above-market earnings under a legacy plan |
| Total cash-related | $43,701 | Sum of cash fee, other comp, and above-market earnings |
Program reference for non-employee directors (for context):
- Standard annual cash retainer: $37,500; Chair retainer $30,000; Lead independent director $2,500; Committee chair retainers: Audit $13,400; Human Capital & Compensation $8,000; Nominating & Corporate Governance $5,500; $600 per committee meeting for members (Chairs do not receive meeting fees). Effective April 1, 2024.
Performance Compensation
| Equity Element | Value | Instrument | Vesting | Notes |
|---|---|---|---|---|
| 2024 stock award (Mr. Funk) | $28,764 | RSUs | One-year vest | Annual director equity grant; time-based RSUs (not performance-based) |
- Director equity awards are time-based RSUs with a one-year vest; no performance metrics apply to director equity.
- For 2025, annual director RSU grant value increased to $32,500 (rounded to nearest whole share).
- Stock ownership guidelines: Non-employee directors must hold 5x the annual cash retainer; as of Dec 31, 2024, all non-employee directors were in compliance.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed; “No nominee or director has been a director of another ‘public corporation’ within the past five years.” |
| Prior public/private boards | Folience (private), American Bankers Association (trade association) |
| Interlocks | None disclosed; Compensation Committee interlocks/insider participation: none. |
Expertise & Qualifications
- Extensive financial services expertise in Iowa and regionally; former CEO/President of MOFG and MidWestOne Bank, plus senior roles at Brenton Bank.
- Industry leadership and governance experience via ABA board and Iowa Bankers Association chairmanship.
- Banking education contributor (Colorado Graduate School of Banking; Iowa School of Banking; Stonier at Georgetown).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Charles N. Funk | 133,928 | <1% | Includes 7,472 ESOP shares; 124,216 shares held jointly with spouse |
| Outstanding director equity awards (Funk) | 1,328 | — | Unvested RSUs outstanding as of Dec 31, 2024 |
- Pledging/hedging: No pledging disclosed for Mr. Funk; company prohibits hedging by directors.
- Ownership guideline compliance: All non-employee directors were in compliance as of Dec 31, 2024.
Governance Assessment
Key findings relevant to investor confidence:
- Independence and potential conflicts
- Not independent due to former CEO status. This is a governance sensitivity given oversight requirements, though mitigated by lack of committee roles (he does not sit on Audit, HCCC, or N&CG). RED FLAG.
- Related-party transactions: The company reports ordinary-course banking relationships with directors at market terms, subject to board and Audit Committee oversight; no specific related-party transaction involving Mr. Funk is flagged.
- Engagement and effectiveness
- Board and committees were active in 2024 (Board: 7 meetings; Audit: 14; HCCC: 6; N&CG: 1). All directors met at least 75% attendance—no attendance red flags for Mr. Funk.
- Alignment and incentives
- Director pay structure mixes cash and time-based RSUs with one-year vesting; Mr. Funk received $35,000 cash fees and $28,764 in RSUs in 2024; he is compliant with stock ownership guidelines (5x cash retainer).
- Risk indicators
- Late Section 16(a) filing: Mr. Funk filed one late Form 4 for a transaction in 2024. RED FLAG (administrative).
- Anti-hedging and clawback policies in place at the company level; these reduce alignment risks (though clawback focuses on incentive compensation for executives).
- Shareholder sentiment
- Say-on-pay support was 95.1% in 2024, indicating generally favorable investor sentiment toward compensation governance.
Overall implication: Mr. Funk brings deep institutional and industry knowledge and long tenure, but his non-independent status is a salient governance consideration. The absence of committee assignments, adherence to ownership guidelines, and lack of disclosed related-party issues (beyond ordinary-course banking) mitigate conflict concerns. Minor administrative red flag from a late Form 4 filing should be monitored but is not, by itself, a thesis-changing issue.