Jennifer L. DiMotta
About Jennifer L. DiMotta
Independent director of Midland States Bancorp, Inc. since 2018; Class I director with term expiring in 2026. Age 51. Current roles include Chief Digital Officer at Rush Recommerce, LLC and President of DiMotta International LLC; prior senior leadership across eCommerce and omnichannel at MediaMarktSaturn, Bluemercury, Sports Authority, and Office Depot. Education: B.A. in Criminal Justice (University of Nebraska) and Master’s in Leadership (Bellevue University). Skills cited by MSBI: >20 years in leadership, business development, and information technology, including omnichannel strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MediaMarktSaturn | Executive Vice President & Chief Marketing Digital Officer | 2019–2020 | Led digital and marketing transformation for Europe’s largest consumer electronics retailer |
| DiMotta Consulting LLC | President (founder) | 2017–2019 | Strategic eCommerce and digital marketing consulting |
| Bluemercury Inc. | Vice President, Digital & Omnichannel | Beginning in 2015 | Built omnichannel capabilities for cosmetics retail |
| Sports Authority, Inc. | Vice President, eCommerce | Beginning in 2013 | Scaled eCommerce operations for sporting goods retail |
| Office Depot | Senior Director, eCommerce | Beginning in 2012 | Developed eCommerce initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rush Recommerce, LLC | Chief Digital Officer | Current | Digital leadership for recommerce business |
| DiMotta International LLC | President | Since 2020 | International consulting: digital transformation, leadership training, sales growth |
Board Governance
- Committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Chairs: Compensation—Richard T. Ramos; Nominating & Corporate Governance—Jerry L. McDaniel .
- Independence: Board affirmatively determined she is independent for Compensation and Nominating & Corporate Governance committees; overall board independence with CEO excepted .
- Attendance: Board held 9 meetings in 2024; all directors attended at least 75% of board and committee meetings on which they served .
- Committee meeting cadence (2024): Audit—9; Compensation—5; Nominating & Corporate Governance—4 .
- Anti-hedging: Insider trading policy prohibits hedging by directors (e.g., collars, swaps, exchange funds) .
- Clawback: Audit Committee administers clawback policy for incentive compensation in the event of accounting restatement .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 38,000 | 40,000 | 78,000 |
| 2024 | 47,000 | 45,000 | 92,000 |
Director compensation structure (current):
- Annual retainer: $40,000; Chairman retainer: $85,000 .
- Committee fees (Chair/Member): Audit $15,000/$6,000; Risk Policy & Compliance $10,000/$5,000; Nominating & Governance $10,000/$5,000; Compensation $10,000/$6,000; Director Credit Risk Committee: +$18,000; Bank trust committee: +$3,000 .
- Equity: Annual fully vested RSUs with grant-date value $45,000, granted on June 30; 2024 awards valued at $22.65 per unit; no outstanding unvested RSUs as of Dec 31, 2024 .
Performance Compensation
| Element | Metrics/Structure | Notes |
|---|---|---|
| Director equity awards | None disclosed (fully vested RSUs at grant; no performance metrics) | Company does not currently grant options; no performance-vesting for director grants |
Other Directorships & Interlocks
- Public company directorships: None disclosed for DiMotta .
- Compensation Committee interlocks (2024): Members—DiMotta, Golden, Ramos, Smith; none were officers or employees; no interlocking relationships with other entities’ boards/comp committees involving MSBI executives .
Expertise & Qualifications
- Digital transformation, eCommerce/omnichannel strategy, leadership and management over >20 years—considered by MSBI in assessing board fit .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Units Issuable Within 60 Days | Pledged/Hedged |
|---|---|---|---|---|
| Jennifer L. DiMotta | 7,207 | * (≤1%) | 3,006 (RSUs/Deferred Comp common stock equivalents) | No pledging disclosed for DiMotta in footnotes; hedging prohibited by policy |
Ownership alignment policies:
- Stock ownership guidelines (effective Jan 1, 2024): Directors must hold 5× cash retainer; retention requirement to keep 25% of shares from awards until guideline met .
Insider Trades (Form 4)
| Date (Filed) | Transaction Date | Type | Quantity | Instrument/Notes | Source |
|---|---|---|---|---|---|
| 2025-10-01 | 2025-09-30 | Disposition | 6,799 | Reported share disposition; plus acquisition of 289.5654 common share equivalents via DDCP dividend reinvestment | |
| 2025-01-02 | 2024-12-31 | Acquisition | Not specified in excerpt | DDCP dividend reinvestment; fully vested common share equivalents payable upon termination of service as director |
Governance Assessment
- Independence and committee engagement: DiMotta is independent and serves on Compensation and Nominating & Corporate Governance, directly influencing executive pay design and board composition—key levers for investor confidence .
- Attendance and workload: Board met 9 times in 2024; all directors met ≥75% attendance; Compensation (5) and Nominating & Governance (4) meetings indicate active oversight cadence .
- Pay mix and trends: Director cash retainer and equity grants rose year-over-year (retainer: $30k→$40k; equity: $40k→$45k), with DiMotta’s total rising from $78k (2023) to $92k (2024)—balanced cash/equity alignment, but equity is time-based rather than performance-linked .
- Alignment safeguards: Anti-hedging policy, no pledging disclosed for DiMotta, and director ownership guidelines at 5× cash retainer support long-term alignment; Audit Committee oversees related-party transactions and clawback administration, reducing conflict and incentive-risk .
- Board diversity signal: As of 2025, board composition includes one woman vs three in 2024; reduced female representation may draw investor scrutiny on diversity and succession planning .
RED FLAGS: No performance metrics tied to director equity (fully vested RSUs); board-level female representation decreased (1 vs 3), potentially weakening diversity signals important to many investors .