Jeffrey C. Smith
About Jeffrey C. Smith
Jeffrey C. Smith is the non‑executive Chairman of Midland States Bancorp, Inc. (MSBI), serving as Chairman since 2020 and a director since 2005; he is age 64 in the latest proxy. He is Principal and Managing Partner of Walters Golf Management (St. Louis), where he has served since 1996, and holds a B.S. in Education from the University of Missouri. His biography highlights operating experience, board leadership, and deep knowledge of the St. Louis market; he also serves on two not‑for‑profit boards: Greater St. Louis Golf Charities and the Metropolitan Golf Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midland States Bancorp, Inc. | Chairman of the Board; Director | Chairman since 2020; Director since 2005 | Board leadership; previously referenced as Chair of Nominating & Corporate Governance Committee in 2023 biography . |
| Walters Golf Management | Principal & Managing Partner | Since 1996 | Operational leadership of multi‑property golf management business . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater St. Louis Golf Charities | Director/Trustee (non‑profit) | Not disclosed | Philanthropic board service . |
| Metropolitan Golf Foundation | Director/Trustee (non‑profit) | Not disclosed | Philanthropic board service . |
| Other public company boards | — | — | No other public company directorships are disclosed in MSBI’s proxy biography for Mr. Smith . |
Board Governance
- Independence and leadership: The board has a majority of independent directors; all current directors except the CEO (Mr. Ludwig) are independent, and MSBI separates the Chair and CEO roles with Mr. Smith serving as non‑executive Chair. Independent directors hold regular executive sessions (nine in 2023; four in 2022) .
- Committee assignments (current): Smith serves on the Compensation Committee and the Nominating & Corporate Governance Committee; current chairs are Ramos (Compensation) and McDaniel (Nominating & Corporate Governance) .
- Committee assignments (prior year context): In 2024, Smith also served on the Compensation and Nominating & Corporate Governance Committees; chairs then were Golden (Compensation) and McDaniel (Nominating & Corporate Governance) . The 2023 proxy biography states he served as Chair of the Nominating & Corporate Governance Committee (historical reference) .
- Attendance: The board held nine meetings in 2024; all directors attended at least 75% of board and committee meetings (no director‑specific exceptions disclosed) .
- Controls and policies: Audit Committee administers the clawback policy; related‑party transactions are reviewed under formal policies and routed to the Audit Committee for approval .
Fixed Compensation
Director compensation structure and Mr. Smith’s pay levels.
- Policy (as of 2025 proxy):
- Cash retainer: $40,000 for directors; $85,000 for the Chairman. 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 for Director Credit Risk Committee ($18,000) and Bank trust committee ($3,000). Equity: annual fully vested RSUs with $45,000 grant date value (granted June 30) .
- Policy (prior year context in 2024 proxy):
- Cash retainer: $30,000 for directors; $60,000 for the Chairman. Equity: annual RSUs with $40,000 grant date value (granted June 30; vested the following March 31) .
Director compensation amounts (Mr. Smith):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 80,679 | 89,000 | 107,750 |
| Stock Awards ($) | 40,000 | 40,000 | 45,000 |
| Total ($) | 120,679 | 129,000 | 152,750 |
Performance Compensation
Equity award design and disclosed parameters for non‑employee directors.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant timing | RSUs granted June 30, 2022 | RSUs granted June 30, 2023; scheduled to vest March 31, 2024 | Fully vested RSUs granted June 30, 2024 |
| Grant date fair value per share | $24.04 | $19.91 | $22.65 |
| Standard director grant value | $40,000 | $40,000 | $45,000 |
| Unvested director RSUs at year‑end (Smith) | 1,664 units at 12/31/2022 | 2,009 units at 12/31/2023 | None outstanding at 12/31/2024 (fully vested awards in 2024) |
Notes:
- Clawback: Audit Committee administers the company’s clawback policy for incentive compensation .
- Anti‑hedging: Directors are prohibited from hedging company stock .
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Smith in MSBI’s proxy biography sections across the 2023–2025 filings .
- Compensation Committee interlocks: None—no MSBI executive served on another company’s board or compensation committee where any MSBI director served as an executive .
Expertise & Qualifications
- Operating and ownership experience as Managing Partner at Walters Golf Management since 1996; local market insight in St. Louis cited by the board as a qualification .
- Governance leadership as MSBI Chairman since 2020; historical reference to chairing Nominating & Corporate Governance (per 2023 biography) .
- Education: B.S. in Education, University of Missouri .
Equity Ownership
| Item | Disclosure |
|---|---|
| Common shares beneficially owned (Smith) | 43,726 shares |
| Percent of class | Reported as “*” in the proxy ownership table (proxy notation indicates less than 1%) |
| Unvested director RSUs at 12/31/2024 | None outstanding for any non‑employee director as of 12/31/2024 |
| Director stock ownership guideline | 5x annual cash retainer (effective Jan 1, 2024) |
| Anti‑hedging policy | Hedging of company securities prohibited for directors |
Governance Assessment
- Board effectiveness and engagement: Smith is an independent, non‑executive Chair with regular independent sessions and full board independence except the CEO, supporting robust oversight and separation of powers. Attendance thresholds were met across the board in 2024 (≥75% for all directors) .
- Committee roles and independence: Smith serves on Compensation and Nominating & Corporate Governance; both committees are composed of independent directors, and formal charters are maintained and disclosed .
- Pay structure and alignment: Director pay comprises cash retainers plus modest, formulaic equity; policy increased the Chair retainer to $85,000 and annual equity to $45,000 (fully vested RSUs), which keeps director equity exposure but reduces holding risk versus time‑vested RSUs; still aligned via stock ownership guidelines (5x retainer) .
- Conflicts and related‑party exposure: No related‑party transactions over $120,000 involving directors were disclosed for 2024; ordinary‑course banking relationships are on market terms and subject to board approval. Anti‑hedging and clawback policies are in place and enforced via board committees .
- Interlocks and red flags: No compensation committee interlocks; no Section 16 reporting delinquencies disclosed for Mr. Smith (one late filing referenced for another director). No disclosures of pledging, loans, or related‑party dealings by Mr. Smith .
Overall signal: Smith’s long tenure, independent Chair role, and participation on core governance and compensation committees, combined with robust policies (anti‑hedging, clawback, related‑party review) and consistent attendance, are supportive of board effectiveness and investor confidence; no material conflicts or red flags are disclosed in recent proxies .