Gerald J. Carlson
About Gerald J. Carlson
Gerald J. Carlson, age 66, is an independent director of Midland States Bancorp, Inc. and serves as Chair of the Audit Committee; he joined the board in February 2024 after a career as Managing Partner at KPMG in the St. Louis office (since 2008) and for the Washington, D.C./Chesapeake regions (2013–2019) before retiring in 2019; he holds a B.A. and Master’s in Accounting from the University of Missouri–Columbia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (Washington, D.C./Chesapeake regions) | Managing Partner | 2013–2019 | Led ethics and integrity culture; oversaw client service and growth strategies |
| KPMG (St. Louis office) | Managing Partner | Since 2008 | Audit partner/advisor to private and public clients, including Fortune 500 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private equity-backed companies (two boards) | Director | Current | Names not disclosed |
| Great Rivers Greenway Foundation | Director | Current | Non-profit board service |
| Connected DMV | Director | Current | Regional public-private initiative |
| University of Missouri – Trulaske School of Business | Dean’s Advisory Board | Current | Academic advisory role |
| Greater Washington Board of Trade | Prior Board | Prior | Regional business council |
| Regional Business Council | Prior Board | Prior | St. Louis regional business group |
| Catholic Charities of the Archdiocese of St. Louis | Prior Board | Prior | Non-profit board service |
Board Governance
| Area | Detail |
|---|---|
| Board independence | 9 of 10 current directors independent; Carlson is independent under Nasdaq and SEC rules |
| Committee memberships | Audit Committee (Chair); not on Compensation or Nominating/Governance |
| Committee meetings (2024) | Audit 9; Compensation 5; Nominating/Governance 4 |
| Attendance | All directors attended ≥75% of board and committee meetings in 2024 |
| Independent sessions | 9 independent director sessions held in 2024 |
| Risk oversight | Audit Committee reviews internal control effectiveness, quarterly and annual financials, earnings releases/guidance, regulator correspondence, and approves material related-party transactions; also administers clawback policy |
| Board leadership | Chair and CEO roles separated; non-executive Chairman (Jeffrey C. Smith) |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 47,500 | Director cash comp; Carlson appointed Feb 6, 2024 |
| Stock Awards (RSUs, grant-date value) | 45,000 | Fully vested RSUs; granted June 30, 2024 at $22.65 FMV |
| Total | 92,500 | Sum of cash + equity |
Director cash fee schedule (policy):
- Annual retainer: $40,000; Chairman: $85,000
- Committee chair/member fees: Audit $15,000/$6,000; Risk Policy & Compliance $10,000/$5,000; Nominating & Governance $10,000/$5,000; Compensation $10,000/$6,000
- Additional fees: Director Credit Risk Committee $18,000; Bank trust committee $3,000
- Equity: Annual grant of fully vested RSUs with grant-date value $45,000 on June 30 each year
Performance Compensation
| Equity Award Type | Grant Date | Per Share FMV ($) | Grant Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (fully vested) | Jun 30, 2024 | 22.65 | 45,000 | Fully vested upon grant; no unvested RSUs outstanding for non-employee directors at 12/31/2024 |
- No performance metrics, options, or variable incentive plans are disclosed for director compensation; director equity awards are fully vested RSUs (non-performance) .
Other Directorships & Interlocks
- Current: Two private equity-backed company boards; Great Rivers Greenway Foundation; Connected DMV; Trulaske School of Business Dean’s Advisory Board .
- Prior: Greater Washington Board of Trade; Regional Business Council; Catholic Charities of the Archdiocese of St. Louis .
- Compensation Committee interlocks: None; no insider participation by committee members; no reciprocal board roles by MSBI executives disclosed .
Expertise & Qualifications
- Core credentials: Former KPMG Managing Partner with extensive audit and governance experience across private and public companies, including Fortune 500; advanced accounting degrees (B.A., Master’s) .
- Audit Committee composition note: Board designated Richard T. Ramos as “audit committee financial expert”; Carlson chairs the Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Gerald J. Carlson | 5,024 | * (<1%) | Includes 1,024 shares issuable within 60 days via RSUs/deferred units |
- Shares outstanding used for percentages: 21,879,916 (common stock) as of June 6, 2025 .
- Stock ownership guidelines: Directors must hold 5x cash retainer; expected to reach guideline within five years; retention requirement of 25% of shares until guideline met .
- Anti-hedging: Directors prohibited from hedging MSBI securities .
- Pledging: No pledging disclosed for Carlson; pledging noted for certain other insiders, not for Carlson .
Governance Assessment
- Strengths:
- Independent director; Audit Committee Chair with deep audit/governance background; committee oversees internal controls, financial reporting, related-party transactions, and clawbacks .
- Clear separation of Chair/CEO roles and robust independent director sessions (9 in 2024), supportive of oversight quality .
- Director compensation mix balanced (~51% cash, ~49% equity for 2024), with simple, non-performance RSUs, limiting short-term risk incentives .
- Ownership alignment expectations via director stock ownership guidelines and anti-hedging policy .
- Watch items / red flags:
- Company restatement of financials (2022–2023) triggers clawback recovery analysis administered by the Audit Committee; execution quality will reflect on Audit leadership .
- One late Section 16(a) Form 4 filing by Carlson noted (minor compliance lapse) .
- No public-company directorships disclosed; external roles largely private/non-profit—limits market signaling but not a governance deficiency .
Related-party transactions: None >$120,000 since January 1, 2024 beyond ordinary course banking; loans/deposits to insiders made on market terms and approved per policy; Audit Committee reviews material related-party transactions .