Midland States Bancorp, Inc. (MSBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 14, 2016, Midland States Bancorp, Inc. (the Company)
and Midland States Bank, a wholly owned subsidiary of the Company
(the Bank), announced that Kevin L. Thompson has been appointed
to the position of Chief Financial Officer of the Company,
effective November 14, 2016. Mr. Thompson was also appointed as
Chief Financial Officer of the Bank effective November 7, 2016.
Jeffrey G. Ludwig, who was promoted to President of the Bank in
February, 2016, and is also the Executive Vice President of the
Company, had been the Chief Financial Officer of the Bank and the
Company prior to the date of Mr. Thompsons appointment to each
position.
Mr. Thompson, age 43, previously served as Senior Vice President,
Corporate Finance of Zions Bancorporation since 2014. In this
position, Mr. Thompson was responsible for financial planning and
analysis, budgeting, forecasting, stress testing and overseeing
the asset liability management processes. Prior to joining Zions,
Mr. Thompson worked for American Express from 2006 to 2014, where
he ascended to the position of Chief Financial Officer and
Treasurer of American Express Centurion Bank. In this role, Mr.
Thompson was responsible for managing the banks asset/liability
oversight, interest rate risk, liquidity, reserves, budgeting,
forecasting, and capital planning. Mr. Thompson is a Certified
Public Accountant and holds an M.B.A. and B.S. from Brigham Young
University.
Mr. Thompson has entered into an employment agreement with the
Company and the Bank which provides for an annual salary of
$306,000 and an initial term of one year, with an automatic
renewal for additional one-year periods commencing on each
anniversary thereafter, unless either party provides written
notice of nonrenewal ninety days prior to the extension date.
Under the agreement, Mr. Thompsons target bonus is required to be
at least 40% of his base salary. If a change in control of the
Company occurs during the term of the agreement, the agreement
will remain in effect for the two-year period following the
change in control. Following Mr. Thompsons termination of
employment, he will generally be subject to non-competition and
non-solicitation restrictions for a period of 12 months. In the
event Mr. Thompsons employment is terminated by the Company in
connection with a change in control (other than for cause), he
will be entitled to receive the sum of 50% of his salary plus the
average of his bonus payments for the prior three years. He will
also be entitled to COBRA coverage at employee rates for up to 12
months and a pro rata bonus for the year of termination. Mr.
Thompson also received a sign-on bonus of $60,000, and is
eligible to receive a discretionary bonus for the Companys 2016
fiscal year.
Item 7.01. Regulation FD Disclosure.
On November 14, 2016, the Company issued a press release
announcing the appointment of Kevin L. Thompson as Chief
Financial Officer of the Company. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
The information furnished to this Item and the related exhibit
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
Press Release of Midland States Bancorp, Inc., dated |
About Midland States Bancorp, Inc. (MSBI)