Ruth Heinonen
About Ruth E. Heinonen
Ruth E. Heinonen, 66, is an independent director of MidWestOne Financial Group (MOFG) since May 2015 (Bank director since 2016). She is a corporate affairs consultant (since 2008) and president/owner of Strategic Points Consulting, LLC (since 2022), with prior leadership roles at Thomson Legal & Regulatory (1994–2007) and as senior advisor to Minnesota’s governor-elect in 2010; she holds a BA from the University of Minnesota and was a policy fellow at the Humphrey Institute. Her background and prior public-company board experience underpin her qualifications for the Human Capital & Compensation Committee and the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Points Consulting, LLC | President/Owner | 2022–present | Corporate affairs advisory; owner-operator |
| Corporate Affairs Consultant | Consultant | 2008–present | Advises leaders on strategy/communications |
| State of Minnesota | Senior Advisor to Governor-elect Mark Dayton | 2010 | Executive advisory role during transition |
| Thomson Legal & Regulatory | Corporate roles | 1994–2007 | Leadership at large information services company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Archipelago Learning, Inc. (public company) | Board committee member | 2010–2012 | Served on various committees of a subscription-based online education company |
| Other public-company directorships (last 5 years) | — | — | None disclosed; the proxy states no director/nominee has been a director of another public corporation within the past five years |
Board Governance
- Independence: MOFG deems all directors and nominees independent except the CEO (Reeves) and former CEO (Funk); Heinonen is independent under Nasdaq rules.
- Committees: Member, Human Capital & Compensation Committee; Member, Nominating & Corporate Governance Committee. Not a chair.
- Attendance and engagement: Board met 7 times in 2024; all directors attended at least 75% of board/committee meetings; HCCC met 6 times; NCGC met once; independent directors held 3 executive sessions.
- Years of service: Company director since 2015; Bank director since 2016.
- Interlocks: The compensation committee discloses no interlocks or insider participation; none of its members (including Heinonen) were officers/employees in 2024.
Fixed Compensation
- Program structure (non‑employee directors, 2024): Annual cash retainer $37,500; equity grant RSUs valued at $28,750 (one‑year vest); Board Chair retainer $30,000; Lead Independent Director retainer $2,500; Committee chair retainers: Audit $13,400, HCCC $8,000, NCGC $5,500; $600 per committee meeting (chairs do not receive meeting fees). Effective April 1, 2024.
- 2025 changes (for reference): Equity grant increased to $32,500; chair retainers increased to HCCC $8,500 and NCGC $6,000; effective April 1, 2025.
| Heinonen – Director Compensation (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 39,200 |
| Stock Awards (RSUs, grant-date fair value) | 28,764 |
| All Other Compensation | 2,500 |
| Total | 70,464 |
Performance Compensation
- Equity structure: Non‑employee directors receive time‑based RSUs with one‑year vesting; no performance metrics are applied to director equity. 2024 grant value benchmark was $28,750; grant-date fair value recorded for Heinonen was $28,764 (rounded to nearest whole share).
| Director Equity Award Details (2024) | Value/Units |
|---|---|
| Award type | RSUs (time‑based; 1‑year vest) |
| 2024 program grant value (baseline) | $28,750 |
| Heinonen 2024 stock award (grant-date fair value) | $28,764 |
| Outstanding director RSUs at 12/31/2024 (Heinonen) | 1,328 units |
Other Directorships & Interlocks
- Current public-company boards: None disclosed (last five years).
- Prior public-company board: Archipelago Learning, Inc. (various committees), 2010–2012.
- Compensation committee interlocks: None; no MOFG executive served on another company’s board/compensation committee with a current MOFG director.
Expertise & Qualifications
- Corporate affairs, public policy, and large‑company leadership experience (Thomson Legal & Regulatory).
- Public sector advisory experience (senior advisor to Minnesota governor‑elect).
- Prior public-company board committee experience (Archipelago Learning).
- Education: BA, University of Minnesota; Policy Fellow, Humphrey Institute of Public Affairs.
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Beneficial ownership (common shares) | 7,933 shares as of March 3, 2025 |
| Percent of outstanding | <1% (company notes “*” for <1% holders) |
| Director RSUs outstanding (12/31/2024) | 1,328 units |
| Ownership guidelines | Non‑employee directors: 5× annual cash retainer; all non‑employee directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Hedging prohibited by policy; no pledging indicated for Heinonen in beneficial ownership footnotes (pledging/margin use is footnoted where applicable) |
Governance Assessment
- Board effectiveness and engagement: Active committee cadence (Audit 14x; HCCC 6x; NCGC 1x) and independent‑only sessions (3x) support robust oversight; Heinonen serves on HCCC and NCGC, aligning with her corporate affairs and governance background.
- Independence and alignment: Independent status, stock ownership guideline compliance, anti‑hedging policy, and clawback policy contribute to investor alignment and risk control.
- Director pay mix: Balanced cash/equity; Heinonen’s 2024 total of $70,464 comprised ~$39.2k cash and ~$28.8k equity, with one‑year RSU vesting limiting long‑term performance linkage but ensuring equity exposure.
- Say‑on‑pay signaling: 95.1% support in 2024 indicates shareholder comfort with MOFG’s overall pay practices and governance framework.
- Related‑party exposure: Proxy describes ordinary‑course banking relationships and Audit Committee oversight; no specific related‑person transactions disclosed involving Heinonen that would impair independence.
RED FLAGS: None disclosed for Heinonen regarding attendance shortfalls, related‑party conflicts, hedging/pledging, or committee interlocks.