Travis J. Franklin
About Travis J. Franklin
Independent director of Midland States Bancorp, Inc. (MSBI); age 48, Class II director with term expiring 2027; appointed May 7, 2024. Executive Vice President and Chief Financial Officer of Heartland Dental, LLC since 2016; prior role as Chief Investment Officer for a family office; holds a B.S. in Business Management and an MBA from Eastern Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family office (name not disclosed) | Chief Investment Officer | Prior to 2016 (not disclosed) | Investment oversight; role described without committee detail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Heartland Dental, LLC (private) | Executive Vice President & Chief Financial Officer | 2016–present | Leading finance at a large dental support organization; not a public company board |
Board Governance
- Independence: Board determined all directors except the CEO (Jeffrey G. Ludwig) are independent; Franklin is independent .
- Committee memberships (core committees): Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; current chairs are Gerald J. Carlson (Audit), Richard T. Ramos (Compensation), and Jerry L. McDaniel (Nominating & Corporate Governance) .
- Board attendance: In 2024, the board held nine meetings; all directors attended at least 75% of board and committee meetings; nine independent director sessions were held .
- Board leadership: Separate Chair (Jeffrey C. Smith) and CEO (Jeffrey G. Ludwig) roles .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 34,000 | 45,000 | 79,000 |
- Policy detail: Nonemployee directors receive a $40,000 annual cash retainer; committee chair/member fees as follows—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 $45,000 grant-date value, granted June 30 each year .
Performance Compensation
- Director equity awards are not performance-conditioned; RSUs granted to directors are fully vested at grant. For 2024, the RSU fair value basis was $22.65 on June 30, 2024, and each director (other than the CEO) received RSUs; no outstanding unvested RSUs for nonemployee directors at December 31, 2024 .
- Clawback policy: Company maintains an SEC/Nasdaq-compliant clawback administered by the Audit Committee; active recovery analysis following 2024 restatement applies to executive incentive compensation (not applicable to fully vested director RSUs) .
Other Directorships & Interlocks
| Category | Disclosed Details |
|---|---|
| Current public company boards | None disclosed for Franklin |
| Private/nonprofit boards | Not disclosed for Franklin beyond employment role |
| Potential interlocks (customers/suppliers/competitors) | No related-party transactions involving Franklin reported above $120,000; ordinary-course banking relationships for directors/officers occur under standard terms |
Expertise & Qualifications
- Senior finance leadership as CFO of a large private enterprise; accounting experience; MBA credential .
- Independence and non-executive status support board oversight integrity .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Travis J. Franklin | 4,358 | * | Includes shares issuable within 60 days pursuant to RSUs or director deferred stock units; no disclosure of pledged shares for Franklin |
- Director stock ownership guidelines: Directors must hold MSBI stock equal to 5x cash retainer; counts include outright shares, vested/unvested restricted stock awards, and vested deferred units; compliance expected within five years of appointment; directors must retain 25% of shares from equity awards until guideline met .
Governance Assessment
- Committee footprint: Not serving on core oversight committees (Audit, Compensation, Nominating & Corporate Governance), limiting direct involvement in those areas; board has additional committees (Risk Policy & Compliance and Executive) not tabulated here, and Franklin’s membership in those is not disclosed in the proxy committee table .
- Independence and attendance: Independent status and board-wide attendance at least 75% support baseline governance effectiveness; independent director sessions (nine in 2024) enhance oversight quality .
- Ownership alignment: Beneficial ownership is modest at 4,358 shares (<1% of class), with company guidelines requiring 5x retainer over five years and retention requirements that include unvested/vested RSUs and deferred units—supportive of alignment over time .
- Compensation structure: Cash retainer and fully vested RSUs ($45,000 grant value annually) are standard for nonemployee directors; absence of performance-conditioned equity for directors reduces pay-for-performance linkage but aligns via equity exposure; no committee fee accruals appear in 2024, consistent with not serving on core committees .
- Conflicts and red flags:
- No related-party transactions involving Franklin above threshold; ordinary course relationships conducted on market terms .
- No pledging disclosed for Franklin; anti-hedging policy in place for all directors .
- No Section 16(a) filing issues disclosed for Franklin (one late Form 4 cited for another director) .
- Company-wide clawback policy and robust committee structures mitigate risk; 2024 restatement recovery focus is on executive incentive compensation, not director RSUs .
- Signals for investor confidence: Strong say-on-pay support (97% at 2024 meeting) and separated Chair/CEO roles underscore governance posture; Franklin’s CFO experience adds financial acumen to the board, though not placed on Audit/Compensation committees per disclosure .
RED FLAGS: None disclosed specific to Travis J. Franklin (no related-party transactions, pledging, hedging, or filing deficiencies reported) .