Tracy McCormick
About Tracy S. McCormick
Tracy S. McCormick (64) is an independent director of MidWestOne Financial Group since 2011 and a director of MidWestOne Bank since the 2015 Central Bank merger; she serves as CFO and director of Mill Creek Development Company and previously spent a career in investment banking at J.P. Morgan in New York, Chicago, and Los Angeles . She holds a B.A. in Economics and Communications from the University of Michigan and an M.Sc. in Economics from the London School of Economics; she has served as Lead Independent Director and is anticipated to be elected Chair of the Board following the April 22, 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MidWestOne Financial Group (Company) | Director | 2011–present | Lead Independent Director (prior years); anticipated incoming Chair (post-2025 AGM) |
| MidWestOne Bank (Bank) | Director | 2015–present | Governance leadership; service on Board-level committees (see below) |
| J.P. Morgan & Co., Inc. | Investment Banking (NY, Chicago, LA) | Prior career | Developed finance/investment banking expertise relevant to Audit and Compensation oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Mill Creek Development Company (Pasadena, CA) | Chief Financial Officer; Director | Current | Urban planning and development company |
| Folience (Cedar Rapids, IA; private) | Director | Current | Private company board; not a public company |
| Other public company boards (last 5 years) | — | None | Proxy states no nominee/director served on another public company board in last 5 years |
Board Governance
- Independence: The Board determined that all directors and nominees other than the CEO (Reeves) and former CEO (Funk) are independent under Nasdaq rules; Ms. McCormick is independent .
- Board leadership: Anticipated to be elected non-executive Chair following the 2025 Annual Meeting; previously served as Lead Independent Director (position to be eliminated after she becomes Chair) .
- Committees and 2024/2025 roles:
- Human Capital & Compensation Committee (HCCC): Chair in 2024; will step down as Chair upon becoming Board Chair; Ms. Hauschildt to become HCCC Chair .
- Audit Committee: Member (served during 2024; Audit Committee Report lists McCormick among members) .
- Nominating & Corporate Governance Committee: Not listed as a member; committee composition described without her name .
- Attendance/engagement (board-wide context):
- Board met 7 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; independent directors held 3 executive sessions in 2024 .
- Committee activity in 2024: Audit (14 meetings), HCCC (6 meetings), Nominating & Corporate Governance (1 meeting) .
Fixed Compensation
| Component | 2024 Director Program | 2025 Director Program | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $37,500 | $37,500 | Effective April 1, 2024; unchanged for 2025 |
| Board Chair annual retainer | $30,000 | $30,000 | Applies to Board Chair role |
| Lead Independent Director retainer | $2,500 | Eliminated post-2025 AGM | Role eliminated when McCormick becomes Chair |
| Committee Chair retainers | Audit $13,400; HCCC $8,000; N&CG $5,500 | Audit $13,400; HCCC $8,500; N&CG $6,000 | Increased HCCC/N&CG effective Apr 1, 2025 |
| Committee meeting fees | $600 per meeting (not paid to Chairs) | Same | Audit, HCCC, N&CG |
| Tracy S. McCormick—actual 2024 fees | Cash $55,075; Stock awards $28,764; Other $4,300; Total $88,139 | — | Director-specific compensation reported in proxy |
Performance Compensation
| Equity Element | Grant Value | Instrument | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity (standard program) | $28,750 (2024); $32,500 (2025) | RSUs | One-year vest | Rounded to nearest whole share; increase approved for 2025 |
| McCormick—outstanding director RSUs (12/31/2024) | 1,328 units | RSUs | As per grant schedule | Outstanding awards disclosed for each director |
- Director equity is time-based RSUs; no performance-conditioned metrics apply to director equity grants .
Other Directorships & Interlocks
- Current public company directorships: None in the last five years (company-wide statement) .
- Compensation committee interlocks: None; HCCC members (including McCormick in 2024) had no insider participation or interlocks per proxy .
- Network note: McCormick serves on Folience’s board; former CEO Funk previously served on Folience’s board (prior service), indicating a non-current network overlap .
Expertise & Qualifications
- Finance and capital markets: Former investment banker (J.P. Morgan); CFO experience at Mill Creek; well-suited for Audit Committee oversight .
- Governance leadership: Prior Lead Independent Director; anticipated non-executive Board Chair .
- Education: B.A., University of Michigan; M.Sc. Economics, LSE .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 91,237 shares (March 3, 2025) |
| Ownership as % of shares outstanding | ~0.44% (91,237 / 20,815,715 shares outstanding on Mar 3, 2025) |
| Director RSUs outstanding (12/31/2024) | 1,328 units |
| Shares pledged as collateral | No pledging disclosed for McCormick; only Greeff noted with a margin account in footnotes |
| Director ownership guidelines | 5x annual cash retainer; as of Dec 31, 2024, all non-employee directors were in compliance |
Governance Assessment
- Strengths
- Independent, financially seasoned director with CFO and investment banking background; deep committee experience (HCCC Chair; Audit member) .
- Clear leadership transition plan: anticipated elevation to non-executive Chair, aligning oversight and independence; elimination of Lead Independent Director post-transition to avoid duplicative roles .
- Alignment mechanisms: robust stock ownership guidelines (directors 5x retainer) with full compliance; anti-hedging policy; updated clawback policy aligned with SEC/Nasdaq 10D-1 .
- Board and committee engagement: 2024 Board held 7 meetings; Audit met 14 times; HCCC met 6 times; all directors met 75% attendance threshold; independent director executive sessions held .
- Shareholder sentiment: 2024 say-on-pay support at 95.1% indicates positive investor confidence in compensation governance broadly .
- Risks / Watch items
- Legacy tie: McCormick is the daughter of former Chairman/Director Emeritus W. Richard Summerwill—while the Board affirms her independence under Nasdaq rules, the familial connection is a potential optics risk; monitor for any related-party dealings (none disclosed) .
- Role concentration: As incoming Board Chair and Audit Committee member, confirm committee assignments are rebalanced post-transition to maintain best-practice separation (proxy explicitly removes her from HCCC; Audit membership anticipated to continue) .
- Related-party/insider transactions: Company discloses insider lending in ordinary course and a robust pre-approval process; no specific transactions involving McCormick disclosed—continue to monitor .
No delinquent Section 16(a) reports were noted for McCormick in 2024; one late Form 4 was noted for director Funk (not McCormick) .
Appendix: Director Compensation Program Details (Structure)
- 2024: $37,500 cash retainer; RSU grant $28,750; Chair retainers (Board $30,000; Lead Independent $2,500; Audit Chair $13,400; HCCC Chair $8,000; N&CG Chair $5,500); committee meeting fees $600 (no meeting fees to Chairs) .
- 2025 changes: Director RSU grant increased to $32,500; HCCC Chair retainer to $8,500; N&CG Chair retainer to $6,000; other elements unchanged .