Jennifer Hauschildt
About Jennifer L. Hauschildt
Independent director since 2019 (Class I; term expiring 2026), age 55. Global Chief Human Resources Officer for Georg Fischer, Uponor division; Bachelor’s degree from Gustavus Adolphus College and MBA from the University of Minnesota. The board cites her HR and IT expertise as core credentials for service on the board and the Human Capital & Compensation Committee, and she is designated to become Committee Chair following the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georg Fischer (Uponor division) | Global Chief Human Resources Officer | Current (as disclosed) | HR and IT expertise relevant to Human Capital & Compensation oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in MOFG proxy biographies |
Board Governance
- Independence: Independent director under Nasdaq rules; board and all committees (Audit, Nominating & Corporate Governance, Human Capital & Compensation) comprise independent directors (except CEO and former CEO) .
- Committee assignments: Human Capital & Compensation Committee member; designated Chair post-2025 Annual Meeting (replacing Ms. McCormick upon her election as Board Chair) .
- Committee activity: Human Capital & Compensation Committee met six times in 2024 .
- Board attendance: Board held seven meetings in 2024; all directors attended at least 75% of board and committee meetings .
- Tenure: Director since 2019; Class I (term expiring 2026) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $30,500 | $38,600 |
| Stock Awards ($) (grant-date fair value) | $28,750 | $28,764 |
| All Other Compensation ($) | $11,400 | $2,900 (includes Bank board fees if applicable) |
| Total ($) | $70,650 | $70,264 |
Notes:
- RSUs for directors were granted May 15, 2023 and May 15, 2024 (fair value per FASB ASC 718) .
- “All Other Compensation” may include fees for service on MidWestOne Bank’s board .
Performance Compensation
Directors receive time-based RSUs; no director performance-vested awards disclosed. However, as an HCCC member (and incoming Chair), Hauschildt oversees executive PSUs with the following performance framework:
| Performance Metric | Threshold | Actual (2022–2024) | Weighted Payout % |
|---|---|---|---|
| 3-Year Cumulative Core Diluted EPS | $10.90 | $8.28 | —% |
| 3-Year Average ROATCE | 11.50% | 9.77% | —% |
| Total Payout | — | — | —% (below threshold) |
Additional program design:
- RSUs vest in three equal annual installments for executives; PSUs vest at 3 years based on EPS and ROATCE goals .
- Clawback policy compliant with SEC Rule 10D-1/Nasdaq; anti-hedging; insider trading windows; stock ownership guidelines enforced .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Hauschildt in MOFG proxies |
| Private/non-profit boards | Not disclosed |
| Interlocks/potential conflicts | None disclosed; related-party transaction approvals overseen by Audit Committee per charter/policy |
Expertise & Qualifications
- Human capital leadership: Global CHRO with deep HR and IT experience, aligning with oversight of compensation, succession, and talent strategy .
- Education: BA (Gustavus Adolphus College); MBA (University of Minnesota) .
- Board role: Member of Human Capital & Compensation Committee; designated Chair post-2025 Annual Meeting .
- Independence: Board-determined independent director under Nasdaq rules .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/3/2025) | 7,666 shares; includes 2,552 shares with shared voting/investment power with spouse |
| Ownership % of outstanding | ~0.037% of 20,815,715 shares outstanding (less than 1% per proxy) |
| Director RSUs outstanding (12/31/2024) | 1,328 units |
| Director RSUs outstanding (12/31/2023) | 1,600 units (includes dividend equivalents credited as additional units) |
| Pledging/hedging | Hedging prohibited; no pledging disclosed for Hauschildt (pledging noted only for another director’s margin account in footnotes) |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer; 75% retention ratio; all non-employee directors in compliance as of 12/31/2024 |
Governance Assessment
- Strengths: Independence; strong attendance; imminent Chair role of HCCC signals deeper stewardship of pay-for-performance and human capital strategy; formal clawback, anti-hedging, and strict ownership guidelines support alignment and risk mitigation .
- Compensation mix: Balanced cash retainer and annual RSU grants; consistent totals YoY, suggesting discipline and alignment; RSUs time-based (no director PSUs), matching common banking governance practice .
- Alignment: Meaningful stock ownership with compliance to stringent guidelines; no hedging or pledging disclosed for Hauschildt .
- Potential conflicts/related party: None specific disclosed; transactions with directors occur only on market terms and require Audit Committee oversight; any material non‑lending transactions are evaluated for independence .
- Attendance/engagement: Board and HCCC met frequently; all directors met minimum attendance thresholds; as incoming HCCC Chair, Hauschildt’s engagement appears high .
RED FLAGS
- None disclosed specific to Hauschildt: no related-party transactions, hedging, pledging, or attendance shortfalls reported .