Daniel E. Casey
About Daniel E. Casey
Daniel E. Casey, age 53, is Senior Vice President and Chief Risk Officer (CRO) of Midland States Bank, serving since May 2023 after joining on May 1, 2023; he holds a B.S. in Finance from Eastern Illinois University and an M.B.A. from St. Xavier University’s Graham School of Management . As CRO, he co-administers Midland’s enterprise information security program alongside the Chief Information Security Officer, with board-level oversight via the Risk Policy & Compliance Committee . Company performance metrics relevant to his incentive framework included Adjusted EPS of $1.32 for 2024 (company-selected measure) and cumulative TSR value of $108.65 for $100 invested since 12/31/2019 . In 2024, corporate bonus payouts were reduced to 27% of target due to below-threshold outcomes on key goals and are subject to clawback review following financial restatements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BP plc (Integrated Supply & Trading) | Managing Director, Global Head of Credit Portfolio Management | 2009–2023 | Led global credit portfolio management for trading exposures, overseeing credit risk strategy and controls . |
| ABN AMRO Bank N.V./LaSalle Bank, N.A. | Managing Director, Portfolio Strategist and Global Head of Markets (Group Treasury) | 2004–2009 | Directed treasury markets and portfolio strategy for bank group exposures . |
| Bank One, N.A. | Director, Credit Portfolio Group | 2002–2004 | Managed bank credit portfolio analytics and risk frameworks . |
External Roles
| Disclosure | Detail |
|---|---|
| Public company directorships | None disclosed for Mr. Casey in the 2025 proxy and 2024 10‑K . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $206,250 | $334,800 |
| Target Bonus (% of Salary) | — | 40% |
| Actual Bonus (% of Salary) | — | 8.1% |
| Actual Bonus ($) | $61,875 | $35,870 |
Performance Compensation
| 2024 Corporate Bonus Plan Metric | Weight | Threshold | Target | Actual Result | Percent Attained | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EPS | 35% | $2.84 | $3.15 | $(1.05) | 0.0% | 0% |
| Adjusted Pre‑Tax, Pre‑Provision Income | 35% | $111,761 | $124,179 | $106,306 | 85.61% | 0% |
| Adjusted Revenue | 30% | $275,815 | $306,461 | $299,568 | 97.75% | 90% |
| Total Corporate Payout | — | — | — | — | — | 27% |
| 2024 Long‑Term Equity Awards (Grant Date 11/07/2024) | Value |
|---|---|
| Restricted Stock Shares Granted | 5,390 |
| Per‑Share Grant‑Date Fair Value ($) | $27.96 |
| Total Grant‑Date Fair Value ($) | $150,704 |
| Vesting Schedule | 25% per year over four anniversaries; full acceleration on involuntary termination in connection with a change in control or upon death/disability |
| Single‑Trigger Vesting Policy | Not permitted for awards granted during 2020 and thereafter under the 2019 LTIP |
Clawback: SEC/Nasdaq‑compliant clawback adopted November 6, 2023; Audit Committee to conduct recovery analysis on incentive compensation for restated periods, including 2024 cash bonuses .
Equity Ownership & Alignment
| Ownership Snapshot (as of June 6, 2025) | Value |
|---|---|
| Shares Beneficially Owned | 13,569 |
| Percent of Class | <1% (indicated by “*”) |
| Shares Pledged as Collateral | None disclosed for Mr. Casey |
| Outstanding Equity Awards (as of Dec 31, 2024) | Value |
|---|---|
| Unvested Restricted Stock (Shares) | 12,005 |
| Market Value of Unvested Shares ($) | $292,922 (close $24.40 on 12/31/2024) |
| Options (Exercisable/Unexercisable) | 0 / 0 |
| Stock Ownership Guidelines | Requirement | Compliance |
|---|---|---|
| Other Section 16 Officers | 2x base salary | All NEOs in compliance as of 12/31/2024 |
| Retention Requirement | Retain 25% of shares received until guideline met | Not applicable once guideline satisfied |
| Hedging Policy | Hedging in company securities prohibited | Enforced for executives |
Employment Terms
| Key Term | Detail |
|---|---|
| Agreement Type | Change of Control Agreement (effective May 3, 2023; auto‑renews annually) |
| Non‑Compete/Non‑Solicit | 12 months post‑termination |
| Severance (no change in control) | Eligibility under general severance policy; potential cash example at 12/31/2024: $25,754 |
| Severance (change in control) | 150% of salary + average bonus (double‑trigger within 6 months before or 24 months after CIC) |
| COBRA Continuation | Up to 12 months (example value $22,161 at 12/31/2024) |
| Equity Treatment | RSUs accelerate on involuntary termination in connection with CIC or upon death/disability; no single‑trigger vesting |
| Clawback | Recovery of incentive compensation upon restatement per SEC/Nasdaq rules |
| Potential Payments (as of Dec 31, 2024) | Cash Severance ($) | COBRA ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination (not in connection with CIC) | $25,754 | — | — | $25,754 |
| Involuntary Termination (in connection with CIC) | $551,073 | $22,161 | $292,922 | $866,156 |
| Death or Disability | — | — | $292,922 | $292,922 |
Compensation Committee Analysis
- Committee composition: Richard T. Ramos (Chair), Jennifer L. DiMotta, Jeffrey C. Smith; all independent under SEC/Nasdaq rules .
- Independent consultant: Pearl Meyer engaged to advise on philosophy, risk, peer benchmarking, equity utilization, and market trends; no conflicts identified .
- Peer group used in 2024: (selected regional/community banks) City Holding; First Merchants; Park National; Community Trust; German American; Peoples Bancorp; Enterprise Financial; Horizon; QCR; FB Financial; Independent Bank (MI); S&T Bancorp; First Bancorp; Lakeland Financial; Sandy Spring; First Busey; Northwest Bancshares; Tompkins; First Commonwealth; Origin Bancorp .
- Best practices: 100% corporate performance bonus metrics; four‑year RSU vesting; clawback compliant with SEC/Nasdaq; no single‑trigger equity vesting; no tax gross‑ups; anti‑hedging .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~97% of votes cast supported executive compensation .
- Anti‑hedging and clawback policies reinforced governance alignment .
Risk Indicators & Red Flags
- Restatement and material weaknesses: Errors in accounting for third‑party loan programs led to restatements; material weaknesses identified in risk assessment and reporting for third‑party lending/servicing .
- Goodwill impairment: Company expects $135–$154 million non‑cash goodwill impairment in Q1 2025 for Banking reporting unit (no impact on regulatory capital) .
- Clawback review: Audit Committee will assess recovery of incentive compensation for affected periods, including 2024 bonuses .
- Anti‑hedging and pledging: Hedging banned; no pledging disclosed for Mr. Casey (pledging noted for other insiders) .
Equity Ownership & Alignment (Detail)
| Detail | Notes |
|---|---|
| Beneficial ownership (common) | 13,569 shares; <1% of class |
| Unvested RSUs | 12,005 shares; $292,922 value at $24.40 as of 12/31/2024 |
| Upcoming vesting cadence | Annual 25% tranches on grant anniversaries (no single‑trigger CIC vest) |
| Ownership guideline | 2x salary; NEOs in compliance as of 12/31/2024 |
Performance & Track Record
- Strategic actions in 2024 reduced earnings but targeted credit risk reduction (consumer loan sales, downgrades/charge‑offs/reserves), impacting bonus outcomes (27% of target) .
- Incentive metrics tied to Adjusted EPS, Adjusted PTPP Income, and Adjusted Revenue; Adjusted EPS was below threshold in 2024 .
- CRO role includes cybersecurity oversight and enterprise risk management leadership .
Investment Implications
- Pay‑for‑performance alignment: 100% corporate performance weighting and reduced 2024 bonus (8.1% of salary for Mr. Casey; corporate payout 27%) indicate discipline; potential clawback introduces near‑term uncertainty for incentive cash flows .
- Retention risk: CIC protections are moderate (1.5x salary+avg bonus; 12‑month non‑compete/non‑solicit), equity accelerates only with double‑trigger; this supports stability without excessive parachutes .
- Insider selling pressure: No options; RSUs vest over four years; anti‑hedging policy and ownership guideline compliance (no pledging) reduce near‑term selling pressure risk; monitor annual vesting dates .
- Governance and oversight: Strong shareholder support (97% say‑on‑pay), independent comp committee with reputable advisor; however, restatement/material weaknesses and expected goodwill impairment elevate execution risk and headline sensitivity near term .