MIDLAND STATES BANCORP INC (MSBI)
Sector: Financials
2026 Annual Meeting Analysis
MIDLAND STATES BANCORP INC · Meeting: May 4, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2018 with relevant leadership and digital transformation experience; 3-year TSR gap of -22.3pp vs. peer median does not meet the 35pp threshold required to trigger a vote against, and attendance is confirmed at 75%+.
CEO and director since 2019 with deep banking expertise; 3-year TSR gap of -22.3pp vs. peer median does not meet the 35pp threshold required to trigger a vote against, and no other disqualifying flags apply.
Director since 2012 serving as Compensation Committee Chair and audit committee financial expert with strong CFO and CPA background; 3-year TSR gap of -22.3pp vs. peer median does not meet the 35pp threshold to trigger a vote against.
Chairman since 2020 and director since 2005 with business management experience; 3-year TSR gap of -22.3pp vs. peer median does not meet the 35pp threshold to trigger a vote against, and no other disqualifying flags apply.
All four Class I nominees pass the policy screens. MSBI's 3-year price return of +19.2% falls in the low-positive tier (0-20%), requiring a 35pp underperformance gap versus the company-disclosed peer group median to trigger a vote against. The actual gap is -22.3pp, well below the 35pp threshold, so no TSR-based vote against fires. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Jeffrey G. Ludwig
Total Comp
$1,532,241
Prior Support
87%%
CEO total compensation of $1,532,241 is reasonable for a community bank CEO at a ~$471M market cap company, with base salary held flat at $749,800 and an annual cash bonus reduced by the committee to 40% of target (well below the 65% target) reflecting poor 2025 earnings performance — adjusted EPS came in at $1.46 versus a $2.85 target. The pay mix is approximately 58% variable for the CEO, meeting the policy's 50-60% threshold, and the company has a meaningful clawback policy compliant with Dodd-Frank. Prior-year say-on-pay support was 87%, well above the 70% threshold, and the committee demonstrated good governance by exercising downward discretion on bonuses, reducing payouts from the formulaic 56% of target to 40% of target in light of overall performance and shareholder experience.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be evaluated — per policy, the tenure trigger also requires confirmed data to fire. Crowe LLP is a large national firm appropriate for a company of MSBI's size (~$471M market cap). No confirmed basis for a vote against exists, so the default FOR applies.
Overall Assessment
The 2026 MSBI annual meeting ballot contains three standard proposals: election of four Class I directors, a say-on-pay advisory vote, and ratification of Crowe LLP as auditor. All proposals receive a FOR vote determination — the director TSR underperformance gap falls short of the policy trigger threshold, CEO pay is reasonable and the committee exercised responsible downward discretion on bonuses, and no disqualifying auditor fee or tenure data was identified in the filing.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing