Robert F. Schultz
About Robert F. Schultz
Independent director of Midland States Bancorp, Inc. since 2002 (Class II; current term expires 2027). Age 61. Managing Partner of J.M. Schultz Investment, L.L.C. (since 1989) and Chairman of AKRA Builders Inc. (since 1996). Education: B.S. in Finance (University of Illinois) and J.D. (University of Notre Dame Law School). Prior bank board service at Prime Banc Corp. and First National Bank of Dieterich. These roles provide finance, investment, legal and operating experience relevant to MSBI’s board oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.M. Schultz Investment, L.L.C. | Managing Partner | 1989–present | Family office leadership; investment and governance oversight |
| AKRA Builders Inc. | Chairman of the Board | 1996–present | Multi‑state construction/design‑build oversight; operating and project governance |
| Prime Banc Corp. | Director (prior) | Not disclosed | Community banking board experience (prior service) |
| First National Bank of Dieterich | Director (prior) | Not disclosed | Community banking board experience (prior service) |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | None disclosed in MSBI proxy |
| Non‑profit/academic | Various | Founding board member (national/state/regional orgs focused on social services and student education) | Board leadership in community organizations |
Board Governance
- Independence: MSBI’s board determined all directors other than the CEO are independent (includes Schultz). Nine independent director sessions were held in 2024.
- Attendance: The board held 9 meetings in 2024; all directors attended at least 75% of board and applicable committee meetings.
- Committees: Schultz is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in 2024–2025 proxy membership tables. Other committee assignments (e.g., Risk Policy & Compliance, Executive, Director Credit Risk) are not itemized by name in those tables.
- Tenure and role: Director since 2002; Class II (term expires 2027).
- Governance environment: Company has anti‑hedging policy for directors, a clawback policy (adopted Nov 6, 2023), and independent Chair/CEO roles. The company restated certain prior periods and is conducting a clawback recovery analysis pursuant to SEC/Nasdaq rules (Audit Committee oversight).
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director |
| Board Meetings (2024) | 9 meetings; ≥75% attendance by all directors |
| Independent Sessions (2024) | 9 sessions |
| Committee Membership (listed) | Not listed on Audit/Comp/Nom‑Gov in 2024–2025 tables |
| Class/Term | Class II; term expires 2027 |
| Chair/CEO Structure | Separate roles (independent Chair) |
| Clawback Policy | Adopted 11/6/2023; recovery assessment underway after restatement |
Fixed Compensation
Director cash/equity compensation and policy parameters:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 (reported in 2024 proxy) | 58,000 | 40,000 | 98,000 |
| 2024 (reported in 2025 proxy) | 65,500 | 45,000 | 110,500 |
- Director fee policy: Non‑employee directors receive an annual retainer ($30,000 in 2023; increased to $40,000 in 2024/2025), plus committee chair/member fees (Audit $15k/$6k; Risk Policy & Compliance $10k/$5k; Nominating & Governance $10k/$5k; Compensation $10k/$6k). Additional annual fees for Director Credit Risk Committee ($18k) and Bank trust committee ($3k).
- Equity program: Annual equity award granted June 30 each year; sized at $40,000 in 2023 (RSUs scheduled to vest the following March 31; e.g., 2,009 RSUs as of 12/31/23), and $45,000 in 2024 (fully vested RSUs at grant; fair value $22.65; no unvested RSUs outstanding at 12/31/24).
Implications: Schultz’s cash fees above the base retainer indicate additional committee service and/or special committee fees per policy; exact committee names beyond Audit/Comp/Nom‑Gov not itemized in the membership table.
Performance Compensation
- Director equity awards are not performance‑based; 2024 grants were fully vested RSUs at grant. No performance metrics (TSR, EPS, etc.) apply to director compensation in the proxy.
| Performance Metrics in Director Pay | Disclosure |
|---|---|
| Metrics tied to director compensation | None; annual equity award is time‑based/fully vested (2024) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed |
| Prior public/private boards | Prime Banc Corp; First National Bank of Dieterich (prior service) |
| Compensation Committee interlocks | Schultz not listed on Compensation Committee in 2024–2025; committee comprised of independent directors (Ramos Chair; DiMotta; Smith in 2025). No disclosed interlocks. |
Expertise & Qualifications
- Finance and legal training (B.S. Finance; J.D.) with multi‑decade leadership in investments and construction services; prior community bank board roles provide banking governance context.
- Independence and long tenure (since 2002) provide historical perspective across cycles; some investors view very long tenure as a potential independence consideration, though MSBI classifies him as independent under Nasdaq rules.
Equity Ownership
- Stock ownership guidelines: Directors must hold 5× cash retainer; holdings include shares owned outright, certain RSUs/DSUs, and unvested restricted stock; retention requirement until compliance.
- Anti‑hedging: Directors prohibited from hedging company stock.
Beneficial ownership (most recent year) and breakdown:
| As of | Total Beneficial Ownership (Shares) | Percent of Class | Breakdown/Notes |
|---|---|---|---|
| June 6, 2025 | 304,616 | 1.41% | Includes Red Bird Investors LLC (30,153), J.M. Schultz Investment, L.L.C. (200,030), Summit Investors, LLP (37,846), and 4,470 shares issuable via RSUs/deferrals within 60 days; Schultz is managing member of the listed entities and disclaims beneficial ownership except to the extent of pecuniary interest. No pledging disclosed for Schultz. |
Ownership trend:
| Date | Shares | Percent of Class |
|---|---|---|
| March 7, 2024 | 363,554 | 1.7% |
| June 6, 2025 | 304,616 | 1.41% |
Related party/pledging:
- No related‑party transactions >$120,000 involving directors were disclosed since Jan 1, 2024; ordinary‑course banking relationships with directors occur on market terms and are board‑approved per regulation.
- Footnotes disclose pledging for other insiders (e.g., CEO, Chair), but no pledging disclosure for Schultz.
Governance Assessment
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Strengths:
- Independence and significant stock ownership (1.41% of common stock), indicating alignment with shareholders; anti‑hedging policy and director ownership guidelines support alignment.
- Long banking/governance experience (prior community bank boards) and operating expertise in investment and construction businesses.
- Attendance threshold met (≥75%); board maintains independent sessions and separates Chair/CEO roles.
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Watch items:
- Long tenure (since 2002) can raise independence perceptions for some investors despite Nasdaq‑rule independence.
- Company‑level restatement and ensuing clawback review indicate heightened audit and control scrutiny; Schultz is not on the Audit Committee per disclosed membership, but the environment may influence overall board oversight expectations.
-
Conflicts/related‑party exposure:
- No material related‑party transactions disclosed; ownership is held partly through entities he manages with standard beneficial ownership disclaimers.
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Director pay structure:
- Modest increase in director retainer and equity value from 2023 to 2024 (cash retainer from $30k to $40k; equity from $40k to $45k); Schultz’s higher cash fees vs. base retainer suggest additional committee responsibilities per fee schedule.