Matthew Hayek
About Matthew J. Hayek
Matthew J. Hayek, 55, is an independent director of MidWestOne Financial Group (MOFG) serving since 2019 and nominated for a Class III term expiring at the 2028 annual meeting. He is an attorney at Hayek, Moreland, & Smith, LLP with a practice focused on business and real estate law; he holds a B.A. (Honors) in Social Sciences and a J.D. from the University of Michigan, served in the U.S. Peace Corps in Bolivia, and previously served on the Iowa City Council (2008–2016) and as Mayor (2010–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Iowa City | Mayor | 2010–2016 | Municipal leadership; community engagement |
| City of Iowa City | Council Member | 2008–2016 | City governance |
| U.S. Peace Corps (Bolivia) | Volunteer | Pre‑graduate school (2 years) | International service experience |
| Law firms (Atlanta, Chicago) | Attorney | Pre‑return to Iowa City | Corporate/legal practice exposure |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Hayek, Moreland, & Smith, LLP | Attorney (Business & Real Estate Law) | Current | Local legal practice; civic/non‑profit leadership recognition (ISBA Pro Bono Award) |
Board Governance
- Independence: The board determined Mr. Hayek is independent under Nasdaq rules; only the CEO (Reeves) and former CEO (Funk) are not independent .
- Committee assignments:
- Audit Committee member through 2024; the committee met 14 times in 2024. If Andre Perry is elected in 2025, Perry is anticipated to replace Hayek on the Audit Committee .
- Nominating & Corporate Governance Committee: Hayek served as Chair until the 2024 annual meeting; post‑meeting composition changed (Godwin joined), with potential 2025 change (Perry to replace Godwin if elected) .
- Attendance: The board held seven meetings in 2024; all directors attended at least 75% of board and committee meetings. All but two directors attended the 2024 annual meeting .
- Board structure and independence sessions: Chair and CEO roles are separate; independent directors held three executive sessions in 2024. With McCormick expected to become Chair post‑2025 annual meeting, the lead independent director role will be discontinued .
| Committee | Role | 2024/2025 Status | Notes |
|---|---|---|---|
| Audit | Member | Member in 2024; anticipated replacement in 2025 if Andre Perry elected | 14 meetings in 2024; Chair: Chaney (from 2024 annual meeting) |
| Nominating & Corporate Governance | Chair (through 2024 annual) | Member; composition refresh anticipated in 2025 (Perry replacing Godwin if elected) | Oversees director nominations and governance policies |
Fixed Compensation
| Component | Amount/Term | Vesting/Notes |
|---|---|---|
| 2024 cash fees (Hayek) | $47,575 | Includes annual cash retainer plus applicable chair/meeting fees |
| 2024 equity (RSUs) (Hayek) | $28,764 (grant-date fair value) | One‑year vesting; rounded to nearest whole share |
| 2024 all other compensation (Hayek) | $5,300 | Includes bank board service fees where applicable |
| 2024 total (Hayek) | $81,639 | Sum of cash, equity grant fair value, other comp |
| Standard 2024 director program | $37,500 annual cash retainer; RSUs equal to $28,750; Chair retainers: Board $30,000; Lead Independent Director $2,500; Committee Chairs: Audit $13,400, HCCC $8,000, NCGC $5,500; $600 per committee meeting (Chairs not paid meeting fees) | Effective April 1, 2024; equity RSUs vest after one year |
| 2025 program change | RSU annual grant increased to $32,500; HCCC Chair retainer to $8,500; NCGC Chair retainer to $6,000; other elements unchanged | Effective April 1, 2025 |
Performance Compensation
- Directors do not receive performance‑conditioned incentives; equity awards are time‑based RSUs with one‑year vesting for non‑employee directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (past 5 years) | None; the proxy states no nominee/director has been a director of another public corporation within the past five years |
| Private/non‑profit boards | Not specifically enumerated for Hayek; biography cites leadership roles in civic/nonprofit organizations |
| Interlocks/related parties | None disclosed specific to Hayek; see related‑party policy and oversight below |
Expertise & Qualifications
- Legal expertise in business and real estate law; prior municipal leadership (Mayor/Council) and significant Iowa City community involvement; recognized with Iowa State Bar Association Pro Bono Award—supports governance, nominations, and regulatory oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 10,014 shares; under 1% of outstanding |
| Unvested director RSUs outstanding (12/31/2024) | 1,328 units |
| Ownership guidelines | Directors must hold 5× the annual cash retainer; minimum 75% retention of net shares until compliant |
| Compliance status | As of 12/31/2024, all non‑employee directors were in compliance with ownership guidelines |
| Hedging/pledging | Hedging prohibited by insider trading policy; no pledged shares disclosed for Hayek in the proxy |
Governance Assessment
- Strengths and signals
- Independent director with legal and local governmental leadership credentials; aligns with committee responsibilities in governance and oversight .
- Active committee work: Audit (heavy workload, 14 meetings in 2024) and Nominating/Governance (chaired through 2024 annual), indicating engagement in financial reporting and board composition oversight .
- Ownership alignment: Compliant with robust 5× retainer stock ownership guideline; anti‑hedging policy in place; no pledging disclosed for Hayek .
- Board‑wide attendance: Company states all directors met at least 75% attendance in 2024; separation of Chair/CEO; regular independent sessions (3 in 2024) .
- Shareholder support context: 2024 say‑on‑pay approval at 95.1%, indicating broad investor comfort with pay governance (company‑level signal) .
- Potential risks/monitoring points
- Anticipated Audit Committee refresh in 2025 would remove Hayek from Audit if Andre Perry is elected; watch for continuity of financial oversight experience on the committee .
- Related‑party/insider transactions: Bank lends to directors/officers on market terms subject to board and Audit Committee oversight; no Hayek‑specific related‑party transactions disclosed (monitor ongoing) .
- Pledging policy is not explicitly stated; while hedging is prohibited and no Hayek pledging is disclosed, one director (Greeff) holds shares in a margin account—monitor broader board practice and any updates to pledging controls .
Notes on independence and compliance: The board has determined all directors except Reeves and Funk are independent under Nasdaq rules; Section 16(a) compliance showed no late filings for directors in 2024 other than one late Form 4 by Funk (not Hayek) .