Jeffrey S. Mefford
About Jeffrey S. Mefford
Executive Vice President of Midland States Bancorp, Inc. and President of Midland States Bank since March 2018; with the Bank since 2003 and previously EVP—Banking (since Oct 2010) and Illinois Region Market President. Age 60; B.S. in Business Administration (Illinois College) and MBA (William Woods University) . Executive compensation is driven by corporate performance metrics—Adjusted EPS, Adjusted Pre-Tax Pre-Provision Income (PTPP), and Adjusted Revenue—with 2024 bonus payouts at 27% of target, reflecting challenging credit restructuring actions and subsequent restatement review under the clawback policy . Shareholders supported pay practices with ~97% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Midland States Bank | President of the Bank; Executive Vice President of the Company | Since Mar 2018 | Leads bank operations; previously EVP—Banking directing central IL markets |
| Midland States Bank | Executive Vice President — Banking | Oct 2010 – Mar 2018 | Oversaw banking operations; progression to Bank President |
| Midland States Bank | Illinois Region Market President | Pre‑Oct 2010 | Led banking offices in central Illinois market |
| Farmers State Bank of Camp Point | President & CEO | 2000 – 2003 | Led community bank prior to joining Midland |
External Roles
No external public-company directorships or outside roles disclosed in reviewed filings .
Fixed Compensation
Multi‑Year Compensation Overview
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $450,000 | $463,500 | $525,000 |
| Stock Awards – grant date fair value ($) | $146,244 | $401,248 | $341,112 |
| Non‑Equity Incentive Plan Compensation ($) | $318,147 | $206,939 | $82,223 |
2024 Fixed Compensation Detail
| Component | 2024 |
|---|---|
| Base Salary ($) | $525,000 |
| Target Bonus (% of Salary) | 60% |
| Actual Bonus (% of Salary) | 16.2% |
| Actual Bonus ($) | $82,223 |
| Perquisites ($) | $11,752 (club dues and company vehicle) |
| Company 401(k) Match ($) | $10,500 |
Performance Compensation
2024 Corporate Bonus Plan Metrics and Outcome
| Metric | Weight | Threshold | Target | Actual Result | % Attained | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EPS | 35% | $2.84 | $3.15 | $(1.05) (pre‑restatement correction) | 0.0% | 0% |
| Adjusted PTPP Income ($000) | 35% | $111,761 | $124,179 | $106,306 | 85.61% | 0% |
| Adjusted Revenue ($000) | 30% | $275,815 | $306,461 | $299,568 | 97.75% | 90% |
| Total Bonus Payout vs Target | — | — | — | — | — | 27% |
Note: Audit Committee will conduct clawback recovery analysis of incentive‑based compensation for 2024 due to restated financials, per the Company’s SEC‑compliant clawback policy .
2024 Long‑Term Equity Awards (Restricted Stock)
| Grant Date | Shares | Per‑Share Fair Value | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 11/07/2024 | 12,200 | $27.96 | $341,112 | 25% per year over 4 years; full vesting on involuntary termination in connection with change‑of‑control or upon death/disability |
Additional outstanding RSUs include a 2023 grant of 4,320 shares that 100% cliff‑vest on the fourth anniversary of grant .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Equity
| Item | Value | Date/Notes |
|---|---|---|
| Shares Beneficially Owned | 87,546 | As of 6/6/2025; <1% of shares outstanding (“*”) |
| Ownership % of Class | * | “*” indicates ≤1% |
| Options Exercisable (≤60 days) | 30,610 | As of 6/6/2025 |
| Unvested RSUs (Count) | 31,000 | As of 12/31/2024 |
| Unvested RSUs – Market Value ($) | $756,400 | Based on $24.40 closing price on 12/31/2024 |
Stock Options Detail (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 10/31/2022 | 14,567 | 14,566 | 28.43 | 10/31/2032 |
| 11/16/2016 | 5,341 | — | 28.59 | 11/16/2026 |
| 11/03/2015 | 10,702 | — | 23.00 | 11/03/2025 |
RSUs Outstanding (as of 12/31/2024)
| Grant Date | Unvested RSUs (#) | Market Value ($) | Vesting Features |
|---|---|---|---|
| 11/07/2024 | 12,200 | $287,680 | 25% annually; accelerates on involuntary CoC termination, death/disability |
| 11/06/2023 | 9,765 | $238,266 | 25% annually |
| 11/06/2023 | 4,320 | $105,408 | 100% cliff vest at 4th anniversary |
| 10/31/2022 | 2,572 | $62,757 | 25% annually |
| 11/01/2021 | 2,143 | $52,289 | 25% annually |
Ownership Policies and Practices
- Stock ownership guidelines: Section 16 officers must hold 2x base salary; compliance expected within 5 years; Mefford was in compliance as of 12/31/2024 .
- Anti‑hedging: Hedging company securities prohibited for directors/officers/employees .
- Clawback: SEC/Nasdaq‑compliant clawback adopted Nov 6, 2023; recovery analysis to be performed related to restatement period .
- Pledging: No pledging disclosed for Mefford in beneficial ownership footnotes .
- Deferred compensation: No executive deferrals reported for Mefford in 2024 .
2024 Realized Equity Activity
| Item | Quantity | Value |
|---|---|---|
| Options Exercised | 10,846 shares | $42,784 realized |
| RSUs Vested | 8,623 shares | $224,453 realized |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date & Term | Employment agreement effective Nov 5, 2020; initial 2‑year term with automatic one‑year renewals unless non‑extension notice; remains in effect for 2 years post change‑in‑control |
| Target Bonus | At least 60% of base salary |
| Severance (No CoC) | Eligible under general severance policy (up to 26 weeks based on service) if terminated without cause or for good reason, not in connection with CoC |
| Severance (With CoC – Double Trigger) | 200% of salary + average bonus (prior 3 years); COBRA at employee rates up to 24 months; pro‑rata bonus for year of termination |
| Restrictive Covenants | 12‑month non‑compete and non‑solicit post‑termination |
| Equity Treatment | RSUs and options accelerate/vest on involuntary termination in connection with CoC or upon death/disability under 2019 LTIP/2010 LTIP terms |
Investment Implications
- Pay‑for‑performance alignment: 100% of annual bonus tied to corporate metrics (Adjusted EPS, Adjusted PTPP, Adjusted Revenue) with 2024 payout at 27% of target; clawback analysis underway due to restated 2024 results—near‑term risk to realized cash incentives and signaling conservative governance .
- Retention and selling pressure: RSUs vest in annual tranches through 2028 (plus a 4,320‑share 2023 cliff vest in year 4), creating periodic supply but with anti‑hedging and ownership guidelines (2x salary) supporting alignment; no pledging disclosed for Mefford reduces collateralization risk .
- Change‑of‑control economics: Double‑trigger cash severance at 2x salary+bonus plus equity acceleration in CoC termination fosters retention while limiting single‑trigger windfalls; restrictive covenants (12 months) mitigate transition risk .
- Governance and benchmarking: Independent Compensation Committee with Pearl Meyer advising; peer group anchored in regional banks; say‑on‑pay approval ~97% in 2024 indicates shareholder support, though 2024 restructuring and restatement may pressure future outcomes .