Douglas Greeff
About Douglas H. Greeff
Douglas H. Greeff, 69, has served as an independent director of MidWestOne Financial Group (MOFG) since 2019 and is a member of the Human Capital and Compensation Committee. He is currently a director of TRX and was its CFO until February 2024; he is also President of Greeff Advisory LLC. His prior finance leadership roles include Executive Vice President and Director at Omnisure LLC, Interim CFO at Microfinancial Inc., and CFO roles at the Heyman Companies and Revlon, Inc. He holds a B.A. in Economics from Williams College and completed a master’s program in Accounting at NYU’s School of Business Administration .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Omnisure LLC | Director and EVP | Not disclosed | Specialty finance/operator experience cited as board qualification |
| Microfinancial Inc. | Interim CFO | Not disclosed | Corporate finance leadership |
| Heyman Companies | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Revlon, Inc. | Chief Financial Officer | Not disclosed | Public-company CFO experience |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| TRX | Director; CFO until Feb 2024 | Director: current; CFO: until Feb 2024 | Continues as director after serving as CFO |
| Greeff Advisory LLC | President | Current | Shareholder advising service based in New York |
Board Governance
- Independence and leadership: Greeff is an “independent” director under Nasdaq rules and a “non-employee” director under Section 16. He serves on the Human Capital and Compensation Committee (HCCC); the HCCC is composed solely of independent directors .
- Committee work: HCCC responsibilities include CEO performance/compensations decisions, NEO pay program design, director compensation recommendations, and oversight of human capital strategy; the HCCC met six times in 2024 .
- Attendance: The board held seven meetings in 2024, and all directors attended at least 75% of the aggregate board and applicable committee meetings. Independent directors held three executive sessions in 2024 .
- Compensation committee interlocks: The proxy states no compensation committee interlocks or insider participation; none of the HCCC members were officers/employees in 2024, and no MOFG executive officer served on the board/comp committee of another company where an HCCC member was an executive officer .
Fixed Compensation
| Year | Role | Cash Fees ($) | Other Cash ($) | Total Cash ($) | Notes |
|---|---|---|---|---|---|
| 2024 | Non-employee director | 38,000 | — | 38,000 | Includes board/committee retainers and meeting fees per program below |
Director compensation program details (structure):
- 2024: Annual cash retainer $37,500; equity RSU grant $28,750 (one-year vest), rounded to nearest whole share; Chair retainers: Board $30,000; Lead Independent Director $2,500; Committee Chairs: Audit $13,400, HCCC $8,000, Nominating & Corporate Governance $5,500; $600 per committee meeting attended; committee chairs do not receive meeting fees .
- 2025 changes: Equity RSU grant increased to $32,500; Chair retainers for HCCC and Nominating & Corporate Governance raised to $8,500 and $6,000, respectively; other elements unchanged (effective April 1, 2025) .
Performance Compensation
| Year | Stock Awards ($) | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | 28,764 | RSUs | One-year vest | None disclosed for directors; RSUs are time-based (no performance conditions) |
The “Stock Awards” values reflect grant-date fair value under ASC 718 for RSUs granted May 15, 2024 . The director equity program is time-based; no director-specific performance metrics are applied .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| TRX | Not disclosed | Director | Also served as CFO until Feb 2024 |
| — | — | — | No compensation committee interlocks disclosed for MOFG’s HCCC in 2024 |
Expertise & Qualifications
- The board cites Greeff’s extensive finance and corporate experience, including multiple CFO roles, as qualifications for service on the board and the HCCC .
- Education: B.A. in Economics (Williams College); master’s program in Accounting (NYU School of Business Administration) .
Equity Ownership
| As of Date | Total Beneficial Ownership (sh) | % of Class | Noted Details | Outstanding RSUs (sh) |
|---|---|---|---|---|
| March 3, 2025 | 12,600 | <1% (“*”) | Includes 3,500 shares held in a brokerage margin account | 1,328 as of Dec 31, 2024 |
- Director stock ownership guideline: Non-employee directors are expected to own shares equal to five times the current annual cash retainer .
- Section 16 compliance note: The company reports no Section 16 filing delinquencies for directors in 2024 other than one late Form 4 by director Charles N. Funk; no delinquency flagged for Greeff .
Governance Assessment
-
Strengths
- Independent director with deep finance background (former CFO at multiple firms), seated on HCCC overseeing CEO/NEO pay and human capital strategy; supports board effectiveness in compensation oversight .
- Active committee cadence: HCCC met six times in 2024; board held seven meetings; all directors met the 75%+ attendance threshold; independent sessions occurred three times, indicating ongoing independent oversight .
- No compensation committee interlocks or insider participation disclosed, reducing risk of conflicted pay-setting dynamics .
- Equity alignment via annual RSUs; outstanding 1,328 RSUs as of year-end 2024; ongoing ownership of 12,600 shares (<1%) .
-
Potential risk indicators / monitoring items
- 3,500 of his shares are held in a brokerage margin account; while not disclosed as “pledged,” margin-account holdings can introduce potential leverage/liquidity dynamics if used, warranting monitoring for pledging or hedging activity (no pledging disclosure noted) .
- Ownership guidelines require 5x cash retainer, but the proxy does not disclose director-by-director compliance status; inability to confirm guideline attainment merits monitoring alongside insider filings .
- No specific related-party transactions for Greeff are identified in the excerpts; the company outlines a strict pre-approval policy for any material non-lending transactions and states director/customer banking relationships were ordinary-course/market terms; continue to monitor for any director-specific transactions in future proxies/8-Ks .