R. Dean Bingham
About R. Dean Bingham
Independent director at Midland States Bancorp, Inc. (MSBI); age 61; Bank board member since 2018 and Company board member since 2020. He is President/Chief Executive Officer of Agracel, Inc., an industrial developer focused on manufacturing and high‑tech facilities in tertiary markets, with over 25 million square feet developed on long‑term leases. He holds a B.S. in Industrial Engineering from the University of Illinois. Core credentials: industrial development/operator, long‑term real‑asset leasing, regional market knowledge.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agracel, Inc. | President; then Chief Executive Officer | Since 1994 | Developed 25M+ sq ft industrial projects on long‑term leases in tertiary markets |
| Midland States Bank (subsidiary) | Director | Since 2018 | Board service (bank level) |
| Midland States Bancorp, Inc. | Director | Since 2020 | See Board Governance (Nominating & Corporate Governance Committee member) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agracel, Inc. | Chief Executive Officer | 1994–present | Industrial developer; focus on manufacturing/high‑tech facilities in small/mid‑sized communities |
No other public company directorships are disclosed for Mr. Bingham in the proxy.
Board Governance
- Committee assignments (2024–2025): Member, Nominating & Corporate Governance Committee; not a chair. Committee meetings held in 2024: Audit 9, Compensation 5, Nominating & Corporate Governance 4.
- Independence: Board determined all directors except the CEO (Mr. Ludwig) are independent under Nasdaq/SEC rules; Mr. Bingham is independent.
- Attendance and engagement: Board held 9 meetings in 2024; all directors attended at least 75% of board and applicable committee meetings. Independent directors held 9 executive sessions in 2024.
- Board leadership: Independent, non‑executive Chairman (Jeffrey C. Smith); CEO/Chair roles separated.
- Interlocks: Compensation Committee interlocks/insider participation disclosure indicates no interlocks; committee comprised solely of independent directors (Bingham is not on this committee).
- Related‑party oversight: Audit Committee reviews and approves material related‑party transactions; no such transactions >$120,000 involving insiders since Jan 1, 2024 (ordinary‑course banking relationships only, on market terms).
Fixed Compensation
| Component | Amount (USD) | Details |
|---|---|---|
| Cash fees (2024) | 58,000 | Includes $40,000 annual director retainer plus committee fees per policy (member fees: Audit $6,000; Risk Policy & Compliance $5,000; Nominating & Governance $5,000; Compensation $6,000; additional bank‑level: Director Credit Risk Committee $18,000; Trust Committee $3,000). Exact mix for Mr. Bingham not itemized in proxy. |
| Equity award (2024) | 45,000 | Annual fully vested RSUs granted on June 30, 2024; grant date fair value based on $22.65 per unit; directors (other than CEO) received RSUs; no unvested RSUs outstanding as of Dec 31, 2024. |
| Total (2024) | 103,000 | Sum of cash and equity as reported in director compensation table. |
Policy notes:
- Director retainers paid quarterly; independent Chair retainer is $85,000 (not applicable to Bingham).
- Some directors defer compensation into the Director Deferred Compensation Plan.
Performance Compensation
| Metric | Weight | Target | Result | Payout |
|---|---|---|---|---|
| N/A – Non‑employee directors do not receive performance‑based incentive pay; annual equity is fully vested RSUs (not performance‑conditioned). | — | — | — | — |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Bingham.
- Compensation Committee interlocks: Company discloses none (committee members were DiMotta, Golden, Ramos, Smith).
Expertise & Qualifications
- Industrial development/operator with 30+ years leading a developer specializing in manufacturing/high‑tech facilities; direct experience with long‑term leased assets and tertiary market economics.
- Board experience at bank (since 2018) and holding company (since 2020).
- Education: B.S., Industrial Engineering, University of Illinois.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (common shares) | 86,392 shares; <1% of class (*) |
| Indirect/common through affiliate | 42,554 shares owned by Agracel, Inc. (Bingham CEO); he shares voting/dispositive power and disclaims beneficial ownership except to extent of pecuniary interest. |
| RSUs/stock units deliverable within 60 days | 16,138 shares via RSUs or common stock equivalent units under the Director Deferred Compensation Plan (counted within beneficial ownership). |
| Preferred exposure | 4,000 Series A Depositary Shares (7.75% preferred, 1/40th interest) |
| Shares pledged as collateral | No pledging disclosed for Mr. Bingham (pledging noted for certain other insiders). |
| Stock ownership guidelines | Directors: 5x cash retainer; 5‑year compliance window; retention requirement of 25% of net shares until guideline met. |
() “Percent of class” in proxy is shown as “” indicating one percent or less.
Insider Trades (Section 16)
| Item | Status |
|---|---|
| Section 16(a) compliance issues disclosed for Bingham | None disclosed; Company notes one late Form 4 for another director (Mr. Carlson). |
Note: Specific Form 4 transaction details are not included in the proxy; none are disclosed as delinquent for Mr. Bingham.
Governance Assessment
-
Positives
- Independence, active committee work (Nominating & Corporate Governance), and board processes (separate independent Chair/CEO; nine independent sessions in 2024).
- Strong shareholder support on pay (97% “Say‑on‑Pay” approval in 2024), signaling constructive investor relations and compensation oversight.
- Alignment features: annual equity in MSBI; director stock ownership guidelines and anti‑hedging policy; ability to defer into stock‑tracking units.
- Related‑party controls: Audit Committee oversight; no material related‑party transactions >$120,000 since Jan 1, 2024.
-
Watch items / potential red flags
- Industrial developer affiliation (Agracel) with significant indirect holdings; while no material related‑party transactions are disclosed, ordinary‑course banking relationships exist at the Company and could require continued scrutiny by the Audit Committee.
- Director equity grants are fully vested RSUs (not performance‑conditioned), which may dilute long‑term performance linkage; mitigated by stock ownership guidelines and retention requirements.
- Company‑level restatement and clawback review underway: Audit Committee will assess recovery of erroneously awarded incentive‑based compensation to executives; indicates heightened control/risk oversight environment for the board.
Overall: No director‑specific red flags are disclosed for Mr. Bingham. His industrial development/operator background adds operational and regional market expertise to the Nominating & Governance remit, with meaningful stock exposure and no pledging disclosed. Continued monitoring of any Agracel‑related banking relationships (if any) and Company’s remediation of restatement‑related controls is prudent.