Len Devaisher
About Len Devaisher
Len D. Devaisher, 48, is President & Chief Operating Officer of MidWestOne Financial (MOFG) and MidWestOne Bank; he joined MOFG in July 2020 after a 19-year career at Old National Bank and earlier service as COO of Young Life, Africa. He holds a B.S. in Economics (University of Evansville), completed the ABA Stonier Graduate School of Banking, and earned a Wharton leadership certificate in banking . He served as MOFG’s interim CEO from August 12, 2022 to November 1, 2022 . 2024 incentive outcomes show above-target corporate performance on core EPS and core ROATCE and below-target efficiency ratio (annual bonus paid above target), while the 2022–2024 PSU cycle paid 0% of target; 2024 TSR was $96.4 on a $100 basis vs peer $122.1, with reported net loss of $60.3 million and company-selected measure (diluted EPS) of $(3.54) .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Old National Bank | Various roles; Chief Executive Officer, Wisconsin Region | 2000–2019; CEO WI Region 2016–2019 | Regional leadership at a Midwestern bank |
| MidWestOne Financial | Interim Chief Executive Officer (concurrent with President & COO) | Aug 12, 2022 – Nov 1, 2022 | Stepped in during CEO transition |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Young Life, Africa | Chief Operating Officer | 2010–2013 | Non-profit operations leadership |
Fixed Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 428,754 | 426,920 | 441,862 |
| All Other Compensation (incl. benefits/perqs) | 25,755 | 17,045 | 30,476 |
| Notes | One-time $100,000 retention bonus eligible if employed through 12/31/2022 | — | “Other” includes monthly $500 auto stipend and ESOP/401(k) benefits |
Performance Compensation
Annual Cash Incentive (plan design and 2024 outcomes)
- 2024 plan metrics: Corporate (60% total) = core EPS, core ROATCE, efficiency ratio; Individual goals (40%) tailored to each NEO .
- 2024 performance: Core EPS and core ROATCE paid 127% and 126% of target, respectively; efficiency ratio paid 83% of target; individual goals paid 100%–150% of target at committee discretion .
| Annual Bonus Detail (2024) | Threshold ($) | Target ($) | Maximum ($) | Actual Payout ($) |
|---|---|---|---|---|
| Len D. Devaisher | 99,419 | 198,838 | 298,257 | 235,619 |
2024 payout vs target ≈ 118.5% (= $235,619 / $198,838) based on disclosed target and actual values .
Long-Term Incentives (structure, grants, vesting, realized)
- 2024 grant mix: 60% PSUs / 40% RSUs; metrics for PSUs are 3-year cumulative core diluted EPS and 3-year average ROATCE, equally weighted; threshold = 50% of target; max = 150% .
- 2024 grants to Devaisher: PSUs target 6,128 (threshold 3,064; max 9,192); RSUs 4,085; grant-date fair value $250,014 .
- Realized in 2024 (vesting): Shares acquired on vesting 7,313; value realized $179,033 .
- PSU performance cycle completed in 2024 (covering 2022–2024): payout 0% of target .
| 2024 Equity Grant Detail (awarded 2/15/2024) | Units | Vesting |
|---|---|---|
| RSUs | 4,085 | 1,362 on 2/15/2025; 1,361 on 2/15/2026; 1,362 on 2/15/2027 |
| PSUs (target) | 6,128 (thr 3,064; max 9,192) | Cliff vest at end of 2024–2026 cycle (2/15/2027), subject to performance |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/3/2025) | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 26,408 | Includes 2,000 IRA; 23,580 shared with spouse; 828 ESOP |
| Ownership as % of outstanding | — | Shares outstanding 20,815,715 |
Ownership as % ≈ 0.127% (= 26,408 / 20,815,715) based on disclosed totals .
| Unvested/Outstanding at 12/31/2024 | Count | Market Value ($) | Vesting Dates |
|---|---|---|---|
| RSUs (unvested) | 6,897 | 200,841 (at $29.12) | 2/15/2025 (850); 2/15/2025 & 2/15/2026 (861/861 for 2023 grant); 2/15/2025–2027 (1,362/1,361/1,362 for 2024 grant) |
| PSUs (unearned) | 5,161 | 150,288 (at $29.12) | 2/15/2026 (1,937 for 2023 grant); 2/15/2027 (3,064 at 2024 target) |
| Options | — | — | No options disclosed |
Stock ownership guidelines and alignment policies:
- Ownership guidelines: CEO 5x salary; other NEOs 3x salary (includes unvested shares); 50% retention ratio for other NEOs; all NEOs in compliance as of 12/31/2024 .
- Anti-hedging policy; clawback policy updated to comply with SEC/Nasdaq (Rule 10D‑1) .
- No pledging policy is disclosed in the cited sections; no pledging is noted for Devaisher in the ownership table .
Vesting and potential selling pressure:
- Scheduled RSU vests on 2/15/2026 and 2/15/2027 and potential PSU settlements on 2/15/2026 and 2/15/2027 may create periodic liquidity events absent a transaction .
- Merger agreement with Nicolet (10/23/2025) provides that, at the effective time, all outstanding MOFG RSUs and PSUs fully vest and convert into Nicolet stock (PSUs at higher of target or actual performance), accelerating equity liquidity within two business days post-closing—this is single-trigger acceleration and may increase near-term selling pressure .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement term | Through 12/31/2025; auto-renews 1 year each Jan 1 unless nonrenewal; following a change in control, agreements remain in effect for 2 years |
| Base/benefits | Annual base salary reviewed by Board; eligible for annual bonus; benefits comparable to peers; $500/month auto stipend (excludes some roles) |
| Severance (no CIC) | 1x current base salary upon termination without cause/for good reason (installments over 12 months) |
| Severance (with CIC) | 2x Base Compensation (greater of current salary or salary one day pre-CIC plus prior-year incentive) in lump sum if terminated within 6 months before or 24 months after a CIC |
| COBRA | Continued medical/dental/vision at active-employee cost if elect COBRA after termination |
| Restrictive covenants | Non-compete and non-solicit for 15 months post-termination (18 months for CEO); confidentiality obligations |
| Equity on retirement | RSUs continue vesting on schedule; PSUs eligible pro rata based on actual performance, subject to non-compete and committee-approved “retirement” definition |
| Equity on CIC | If Involuntary Termination in connection with CIC: RSUs 100% vest; PSUs vest at actual (2017 Plan) or target (2023 Plan). Absent termination, PSUs continue per plan. Merger agreement separately provides single-trigger full vesting/conversion at closing for MOFG awards |
| Employee matters (post-merger) | Nicolet to provide base pay, target bonus, target LTI and benefits in aggregate no less favorable to similarly situated employees; severance per schedule for continuing employees |
Potential payments upon termination (as of 12/31/2024; stock at $29.12):
| Trigger | Cash Severance ($) | RSU Vesting ($) | PSU Vesting ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination (no CIC) | 441,862 | — | — | 441,862 |
| Involuntary Termination in connection with CIC | 1,354,962 | 200,854 | 239,514 | 1,795,330 |
| CIC without termination | — | — | 239,514 | 239,514 |
| Disability or Death | — | 200,854 | 239,514 | 440,368 |
Deferred compensation:
- 2024 executive contributions: $82,634; aggregate earnings $15,579; year-end balance $202,283; includes above‑market earnings of $6,221 for proxy reporting .
Performance & Track Record Indicators
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100) | 70.4 | 95.8 | 96.9 | 85.8 | 96.4 |
| Peer TSR (Value of $100) | 86.0 | 113.6 | 98.0 | 100.1 | 122.1 |
| Net Income ($mm) | 6.6 | 69.5 | 60.8 | 20.9 | (60.3) |
| Company-Selected Measure (Diluted EPS) | 0.41 | 4.37 | 3.87 | 1.33 | (3.54) |
- PSU cycle for 2022–2024 paid 0% (below threshold performance) .
- 2024 annual bonus drove above-target payout due to core EPS and ROATCE outcomes; efficiency ratio below target .
Compensation Structure Analysis
- Mix shift and risk: Continued use of PSUs (60%) and RSUs (40%) in 2024 aligns a majority of LTI to multi-year financial metrics (EPS and ROATCE) with capped upside at 150%, which is risk‑moderating; 2022–2024 PSU payout at 0% demonstrates pay-for-performance discipline under long-horizon metrics .
- Annual incentive discretion: Individual goal component (40%) allows committee discretion; 2024 corporate metrics exceeded target on EPS and ROATCE, with efficiency ratio below target; individual objectives paid 100%–150% .
- Clawback and anti-hedging in place; ownership guidelines enforced (NEOs compliant) .
- No option awards reported; equity compensation consists of RSUs and PSUs (reduces leverage vs options) .
Related Policies and Transactions
- Governance policies: Clawback (SEC/Nasdaq‑compliant), insider trading/anti‑hedging, and stock ownership guidelines (3x salary for non‑CEO NEOs; in compliance) .
- No related-party transactions, tax gross-ups, or pledging for Devaisher are disclosed in the cited sections .
Investment Implications
- Pay-for-performance alignment: Strong annual plan payout in 2024 (≈118.5% of target) reflects above‑target core EPS and ROATCE, but the 2022–2024 PSU cycle paid 0%, signaling underperformance on multi-year goals and ensuring LTI discipline .
- Retention risk vs acceleration: Standard employment terms provide 1x (no CIC) and 2x (with CIC) severance for Devaisher, with 15‑month non‑compete and COBRA; however, the Nicolet merger introduces single‑trigger full vesting/conversion of RSUs/PSUs at closing, potentially reducing post‑closing retention tied to legacy awards and creating near‑term liquidity/selling pressure upon share conversion within two business days .
- Ownership alignment: Beneficial ownership of 26,408 shares (≈0.127% of shares outstanding) and compliance with 3x salary ownership guidelines indicate baseline alignment; no options and anti‑hedging policy reduce risk-taking incentives; no pledging disclosed for Devaisher in the cited sections .
- Near-term catalysts: Absent the merger, vesting dates on 2/15/2026 and 2/15/2027 for RSUs/PSUs would have created staggered supply; with the merger, award acceleration/conversion is a potential supply event to monitor around closing .