Jerry L. McDaniel
About Jerry L. McDaniel
Independent director of Midland States Bancorp, Inc. since 2012; age 60; Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee . Background includes founding and leading multiple local businesses (energy distribution, carwash operations, real estate investments) and prior service as a community bank director; he is also a licensed pilot . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superior Fuels, Inc. | President | 2007–present | Founder/operator; transitioned energy businesses, now manages real estate investments |
| Dirtbuster Carwash LLC | President | Not disclosed | Operates car wash sites in Southern Illinois and Indiana |
| Southeastern Illinois Community Foundation | Director | 2013–2020 | Non-profit board oversight |
| Local community bank (name not disclosed) | Director | Not disclosed | Prior bank board experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Superior Fuels, Inc. | President | No | Private; real estate holdings post divestitures |
| Dirtbuster Carwash LLC | President | No | Private; regional operations |
| Southeastern Illinois Community Foundation | Former Director | No | Non-profit; 2013–2020 |
No current public company directorships disclosed .
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board determined all directors except the CEO are independent; he is independent . Nominating & Governance Committee members are independent .
- Attendance: Board held nine meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held nine executive sessions in 2024 .
- Leadership: Separate Chair (Jeffrey C. Smith) and CEO structure viewed as enhancing oversight .
- Oversight roles: As Audit member, oversees financial reporting, internal controls, and reviews/approves material related-party transactions; Audit Committee administers clawback policy for performance-based compensation tied to restatements . As Nominating Chair, leads director recruitment, governance guideline oversight, committee assignments, and conflicts/independence review .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $53,500 | 2024 director cash compensation |
| Annual Cash Retainer (Policy) | $40,000 | Standard nonemployee director retainer; Chair of the Board retainer $85,000 |
| Committee Chair Fees (Policy) | $10,000 (Nominating), $15,000 (Audit), $10,000 (Risk), $10,000 (Compensation) | Chair/member fee schedule; members: $6,000 (Audit), $5,000 (Risk), $5,000 (Nominating), $6,000 (Compensation) |
| Additional Committee Fees (Policy) | $18,000 (Director Credit Risk Committee), $3,000 (Bank Trust Committee) | If applicable |
Performance Compensation
| Equity Element | Grant Date | Grant-Type | Grant-Date Value | Vesting | Notes |
|---|---|---|---|---|---|
| Director RSUs (annual) | June 30, 2024 | Fully vested RSUs | $45,000 | Fully vested at grant | Grant fair value based on $22.65/share; no unvested RSUs outstanding for nonemployee directors at 12/31/2024 |
Performance metrics tied to director compensation: none disclosed for directors; director equity grants are time-based (fully vested) rather than performance-conditioned .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Superior Fuels, Inc. | Private | President | None disclosed with MSBI; see related-party section below |
| Dirtbuster Carwash LLC | Private | President | None disclosed with MSBI |
| Southeastern Illinois Community Foundation | Non-profit | Former Director | None disclosed |
No public company directorships or disclosed interlocks with MSBI competitors/suppliers/customers .
Expertise & Qualifications
- Multi-business founder/operator in energy distribution, automotive services, and real estate; prior community bank directorship .
- Governance leadership as Chair of Nominating & Corporate Governance Committee; experienced in director selection, independence/conflict reviews, and governance policy oversight .
- Financial oversight exposure via Audit Committee membership .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Components / Footnotes |
|---|---|---|---|
| Jerry L. McDaniel | 174,221 | <1% | Includes an aggregate of 37,598 shares issuable within 60 days pursuant to RSUs or common stock equivalent units under the Deferred Compensation Plan |
- Stock ownership guidelines: Directors must hold MSBI stock equal to 5x cash retainer; executives and directors must retain 25% of shares received until guideline met; five-year compliance window .
- Anti-hedging policy: Directors are prohibited from hedging MSBI securities .
- Pledging: No pledging disclosed for McDaniel; pledging noted for other insiders but not for him .
Governance Assessment
-
Strengths:
- Independent director with long tenure and deep local market and small business experience; serves as Nominating Chair, enhancing board refreshment and governance oversight .
- Audit Committee membership supports financial reporting and related-party transaction oversight; clawback policy administered by Audit adds accountability .
- Board structure separates Chair and CEO; robust independent director executive sessions .
- No related-party transactions >$120,000 involving McDaniel disclosed; insider transaction approvals controlled; ordinary-course banking relationships on market terms .
-
Potential concerns/monitoring items:
- Director equity grants are fully vested at grant (less at-risk, but mitigated by stock ownership guidelines and retention requirements) .
- Attendance disclosed at aggregate level (≥75% for all directors) rather than individual; continue monitoring individual attendance trends .
- No current public company board experience disclosed; board skill mix should ensure sufficient capital markets/regulatory expertise beyond community banking .
-
Risk indicators:
- Company disclosed restatement of prior periods and application of clawback policy (executive-focused); not directly a director pay issue but relevant to overall governance environment; Audit Committee oversees recovery analysis .
Related-Party Transactions (Conflict Review)
- From January 1, 2024, no transactions >$120,000 involving directors/executives or immediate family/affiliates; loans/deposits with insiders were ordinary-course, market terms, board-approved per regulatory requirements .
- Audit Committee reviews and approves all material related-party transactions .
Director Compensation (2024 actual)
| Component | Amount (USD) | Citation |
|---|---|---|
| Cash Fees | $53,500 | |
| Stock Awards (RSUs) | $45,000 | |
| Total | $98,500 |
Committee Assignments and Meetings
| Committee | Role | 2024 Meetings Held | Notes |
|---|---|---|---|
| Audit | Member | 9 | Financial reporting, internal controls, related-party review, clawback administration |
| Nominating & Corporate Governance | Chair | 4 | Director nominations, governance guidelines, committee assignment recommendations |
Independence, Attendance & Engagement
- Independence: Affirmed independent under Nasdaq and SEC rules (all directors except CEO) .
- Attendance: Board held nine meetings; all directors attended at least 75% of Board and their committee meetings .
- Independent sessions: Nine meetings of independent directors in 2024 .
Say-on-Pay & Shareholder Feedback (context for governance)
- 2024 Say-on-Pay approval ~97% of votes cast, signaling strong shareholder support for compensation practices .
Insider Trades and Section 16 Compliance (director-specific)
- No late Section 16 filings disclosed for McDaniel; one late Form 4 was noted for another director (Carlson) .
Employment & Contracts (director-specific)
- No director employment agreement applicable; director compensation governed by policy (cash retainer, committee fees, annual RSU grant) .
Compensation Structure Analysis (director-specific)
- Mix: 2024 cash $53.5k vs equity $45k; annual equity is fully vested RSUs, indicating emphasis on ownership but not performance-contingent awards; ownership guidelines require ongoing holding/retention until guideline met .
- No meeting fees beyond policy-defined retainers/committee fees; no tax gross-ups, pensions, or option grants for directors disclosed .
Performance Compensation Metrics (director-specific)
| Metric | Weight | Threshold/Target | Actual/Payout | Notes |
|---|---|---|---|---|
| None disclosed for director equity (RSUs fully vested at grant) | — | — | — | Director equity grants are not performance-conditioned |
Conclusion
Overall, McDaniel presents as an independent, engaged director with governance leadership (Nominating Chair) and financial oversight (Audit member). Compensation and ownership policies (ownership guidelines, anti-hedging) align interests, and no material related-party transactions are disclosed. Monitoring should focus on continued individual attendance, the impact of fully vested director RSUs on long-term alignment, and overall board skill mix given restatement context and evolving regulatory demands .