Nathaniel Kaeding
About Nathaniel J. Kaeding
Nathaniel J. Kaeding, 43, serves as Director of Real Estate Development at Hodge Construction and is an independent director of MidWestOne Financial Group, Inc. (MOFG) since 2018 . An Iowa City native, he previously had a nine-year NFL career as a place-kicker (selected 65th in the 2004 NFL Draft), returned to Iowa City post-retirement, and earned an MBA from the University of Iowa; he also earned academic and athletic All-American honors as a University of Iowa undergraduate . He is classified as independent under Nasdaq rules; MOFG’s board committees are composed solely of independent directors, and the board reported all directors attended at least 75% of meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NFL (San Diego Chargers et al.) | Place-kicker (65th pick, 2004 NFL Draft) | 9-year career (dates not otherwise disclosed) | High-performance background, leadership and discipline |
| Iowa City Downtown District | Director of Retail Development | Not disclosed | Managed economic development, marketing, branding, placemaking initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hodge Construction | Director of Real Estate Development | Current | Construction management and real estate development firm (Iowa City) |
| Gold Cap Hospitality & Development | Small business owner and real estate developer | Current | Local business ownership, real estate development (Iowa City) |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; 2024 composition included Hayek (Chair), Donohue, Hartig, Kaeding, Heinonen; post-2024 annual meeting, Godwin joined; in 2025, if elected, Perry will replace Godwin .
- Independence: All directors except Reeves and Funk are independent; board committees (Audit, Nominating & Corporate Governance, Human Capital & Compensation) are composed only of independent directors .
- Engagement and attendance: Board held seven meetings in 2024; all directors attended at least 75% of aggregate board and committee meetings; independent director executive sessions occurred three times in 2024 .
- Risk oversight: Board and committees oversee financial, credit, liquidity, regulatory, cyber, compensation-related risks; Audit Committee met 14 times in 2024 .
Fixed Compensation
| Component | 2024 Amount/Terms | 2025 Update | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $37,500 | Unchanged | Paid in cash |
| Equity grant (RSUs) | $28,750, one-year vesting | $32,500, one-year vesting | Rounded to nearest whole share |
| Chair retainers | Board Chair: $30,000; Lead Independent: $2,500 | Lead Independent role eliminated when independent Chair is appointed | Structural change |
| Committee chair retainers | Audit: $13,400; HCCC: $8,000; N&CG: $5,500 | HCCC: $8,500; N&CG: $6,000 (effective Apr 1, 2025) | Peer median alignment |
| Committee meeting fee | $600 per meeting (Audit, HCCC, N&CG), except chairs | Unchanged | Per-meeting fee |
| Nathaniel J. Kaeding – 2024 Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $35,600 |
| Stock Awards (RSUs grant date fair value) | $28,764 |
| All Other Compensation | $2,500 |
| Total | $66,864 |
Performance Compensation
- Non-employee director equity is time-based RSUs with one-year vesting; there are no performance-conditioned director equity awards at MOFG .
Other Directorships & Interlocks
- Public company directorships (past 5 years): None; MOFG reports that no nominee or director has served as a director of another public corporation or investment company within the past five years .
- Compensation committee interlocks: None; HCCC members were independent and no MOFG executive served on another company’s board/comp committee that would create interlocks .
Expertise & Qualifications
- Real estate development and small business ownership; over ten years of executive/business leadership; strong Iowa City community ties .
- Governance: Service on Nominating & Corporate Governance Committee supports board composition, governance policy review, and director nominations .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,966 shares (includes 408 in IRA; 517 jointly with spouse) |
| Ownership as % of outstanding | 0.033% (6,966 / 20,815,715) |
| Outstanding director equity awards (RSUs) | 1,328 units as of Dec 31, 2024 |
| Ownership guidelines | Non-employee directors must hold 5x annual cash retainer; 75% retention ratio until compliance |
| Compliance status | As of Dec 31, 2024, all non-employee directors and NEOs were in compliance with equity ownership guidelines |
| Shares pledged | No pledging disclosed for Kaeding |
Governance Assessment
- Strengths: Independent status; service on Nominating & Corporate Governance Committee; board-wide strong attendance; structured director pay with meaningful equity component and stock ownership guidelines; anti-hedging and clawback policies in place; robust related-party transaction oversight .
- Compensation alignment: Director mix of cash and one-year RSUs, with increased RSU value in 2025, supports alignment; all directors expected to meet 5x retainer ownership guideline, with confirmed compliance at year-end 2024 .
- Conflicts/related-party exposure: Kaeding’s real estate development and hospitality businesses in MOFG’s core market could create potential related-party interactions; MOFG states director/officer transactions were at market terms and subject to Audit Committee and bank board review; Audit Committee pre-approves non-lending material transactions to preserve independence perception .
- Shareholder signals: 2024 say-on-pay received 95.1% support, indicating broad investor confidence in MOFG’s compensation practices (contextual positive governance environment) .
- RED FLAGS: None disclosed specific to Kaeding—no pledging, no late Section 16 filings noted for him, no public company interlocks; monitor any future related-party transactions given local business activities .