MIDWESTONE FINANCIAL GROUP, INC., DEF 14A filed on 3/11/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name MIDWESTONE FINANCIAL GROUP, INC.
Entity Central Index Key 0001412665
v3.25.0.1
Pay vs Performance Disclosure
 3 Months Ended 10 Months Ended 12 Months Ended 26 Months Ended
Oct. 31, 2022
Oct. 31, 2022
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2024
Pay vs Performance Disclosure                
Pay vs Performance Disclosure, Table    
Value of Initial Fixed $100 Invested Based On:
Year
Summary Compen-
sation Table Total for PEO - Charles N. Funk(1)
Summary Compen-sation Table Total for PEO - Charles N. Reeves(2)
Summary Compen-sation Table Total for PEO - Len D. Devaisher (3)
Compen-sation Actually Paid to PEO - Charles N. Funk(1)
Compen-sation Actually Paid to PEO - Charles N. Reeves(2)
Compen-sation Actually Paid to PEO - Len D. Devaisher (3)
Avg. Summary Compen-sation Table Total for Non-PEO NEOs(4)
Avg. Compen-sation Actually Paid to Non-PEO NEOs(4)
Company TSR
Peer Group TSR(5)
Net Income
in millions
CSM
2024$— $1,611,393 $— $— $1,626,544 $— $674,264 $650,287 $96.4 $122.1 $(60.3)$(3.54)
2023— 1,463,067 — — 1,286,192 — 567,529 440,616 85.8 100.1 20.9 1.33 
20221,034,428 424,261 981,987 1,033,562 399,968 985,874 538,102 537,760 96.9 98.0 60.8 3.87 
20211,156,260 — — 1,435,821 — — 583,656 695,448 95.8 113.6 69.5 4.37 
2020951,134 — — 682,861 — — 464,897 377,901 70.4 86.0 6.6 0.41 
          
Company Selected Measure Name     Diluted Earnings Per Share          
Named Executive Officers, Footnote     Mr. Funk served as our PEO for the period 2020 through 2022. Mr. Funk stepped down as Chief Executive Officer of the Company, effective November 1, 2022, and served as a Special Advisor to the CEO until April 27, 2023, at which time he retired from employment with the Company.
(2)    Mr. Reeves was appointed Chief Executive Officer of the Company, effective November 1, 2022.
(3)    Mr. Devaisher served as the interim Chief Executive Officer in addition to President & Chief Operating Officer while Mr. Funk was recuperating from August 12, 2022 until November 1, 2022.
(4)    The Non-PEO NEOs represent the following individuals for the year 2024: Messrs. Devaisher, Ray, Sims and Ho-Sing-Loy. The Non-PEO NEOs represent the following individuals for years 2023, 2021, and 2020: Messrs. Devaisher, Ray, Sims and Lindstrom and for the year 2022: Messrs. Ray, Sims and Lindstrom.
          
Peer Group Issuers, Footnote     The peer group index is the S&P U.S. BMI Banks - Midwest Region, which is included in Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” found on page 30, of the Company’s Form 10-K for the year ended December 31, 2024.          
Adjustment To PEO Compensation, Footnote    
PEO - Mr. Funk SCT Total to CAP Reconciliation(3)
YearSCT-PEO
Change in Fair Value of Equity Awards Granted in the Year(1)
Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years(1)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearChange in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
Value of Dividends or Other Earnings Paid on Equity Awards(2)
CAP
(i)(ii)(iii)(iv)(v)(vi)
2022$1,034,428 $3,537 $1,499 $— $(5,244)$— $(658)$1,033,562 
20211,156,260 53,478 202,594 — 15,824 — 7,665 1,435,821 
2020951,134 (155,215)(87,975)— (19,600)— (5,483)682,861 
(1)    The change in the fair value of the equity awards granted in 2020 reflects that the Company would not achieve a threshold level of performance over the three-year performance measurement period for the PSU awards. In 2021, the fair value of the 2020 awards was restored based upon the projected level of performance determined at that time, which is reflected in the change in fair value of the outstanding unvested equity awards granted in the prior year.
(2)    Includes the cumulative change in the fair value of dividend equivalents that were granted, vested, and outstanding. Such dividend equivalent units are subject to the same vesting, payment and other terms and conditions as the underlying RSUs and PSUs to which they relate.
(3)    Mr. Funk served as our PEO for the period 2020 through 2022. Mr. Funk stepped down as Chief Executive Officer of the Company, effective November 1, 2022, and served as a Special Advisor to the CEO until April 27, 2023, at which time he retired from employment with the Company.
PEO - Mr. Reeves SCT Total to CAP Reconciliation(1)
YearSCT-PEOChange in Fair Value of Equity Awards Granted in the YearChange in Fair Value of Outstanding Unvested Equity Awards Granted in Prior YearsFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearChange in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
Value of Dividends or Other Earnings Paid on Equity Awards(2)
CAP
(i)(ii)(iii)(iv)(v)(vi)
2024$1,611,393 $75,818 $(73,292)$— $9,572 $— $3,053 $1,626,544 
20231,463,067 (127,324)(22,956)— (22,742)— (3,853)1,286,192 
2022424,261 (24,118)— — — — (175)399,968 
(1)    Mr. Reeves was appointed Chief Executive Officer of the Company, effective November 1, 2022.
(2)    Includes the cumulative change in the fair value of dividend equivalents that were granted, vested, and outstanding. Such dividend equivalent units are subject to the same vesting, payment and other terms and conditions as the underlying RSUs and PSUs to which they relate.
PEO - Mr. Devaisher SCT Total to CAP Reconciliation(1)
YearSCT-PEOChange in Fair Value of Equity Awards Granted in the YearChange in Fair Value of Outstanding Unvested Equity Awards Granted in Prior YearsFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearChange in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or Other Earnings Paid on Equity AwardsCAP
(i)(ii)(iii)(iv)(v)(vi)
2022$981,987 $1,887 $2,665 $— $(359)$— $(306)$985,874 
(1)    Mr. Devaisher served as the interim Chief Executive Officer in addition to President & Chief Operating Officer while Mr. Funk was recuperating from August 12, 2022 until November 1, 2022. 		         
Non-PEO NEO Average Total Compensation Amount     $ 674,264 $ 567,529 $ 538,102 $ 583,656 $ 464,897  
Non-PEO NEO Average Compensation Actually Paid Amount     $ 650,287 440,616 537,760 695,448 377,901  
Adjustment to Non-PEO NEO Compensation Footnote    
Average Non-PEO NEOs SCT Total to CAP Reconciliation
YearSCT-NEO
Change in Fair Value of Equity Awards Granted in the Year(1)
Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years(1)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearChange in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
Value of Dividends or Other Earnings Paid on Equity Awards(2)
CAP
(i)(ii)(iii)(iv)(v)(vi)
2024$674,264 $30,217 $(50,422)$— $(4,289)$— $517 $650,287 
2023567,529 (57,786)(53,399)— (11,339)— (4,389)440,616 
2022538,102 1,277 185 — (1,597)— (207)537,760 
2021583,656 21,658 81,366 — 5,774 — 2,994 695,448 
2020464,897 (47,790)(21,994)— (16,370)— (842)377,901 
(1)    The change in the fair value of the equity awards granted in 2020 reflects that the Company would not achieve a threshold level of performance over the three-year performance measurement period for the PSU awards. In 2021, the fair value of the 2020 awards was restored based upon the projected level of performance determined at that time, which is reflected in the change in fair value of the outstanding unvested equity awards granted in the prior year. Further, in the year 2024, the change in the fair value of the equity awards granted in 2022 reflects that the Company would not achieve a threshold level of performance over the three-year-performance measurement period for the PSU award.
(2)    Includes the cumulative change in the fair value of dividend equivalents that were granted, vested, and outstanding. Such dividend equivalent units are subject to the same vesting, payment and other terms and conditions as the underlying RSUs and PSUs to which they relate. 		         
Compensation Actually Paid vs. Total Shareholder Return    
5559
          
Compensation Actually Paid vs. Net Income    
As shown in the chart below, the PEOs’ CAP and Other NEOs’ average CAP amounts are overall directionally aligned with changes in the Company’s net income (loss). This is due in large part to the significant emphasis the Company places on equity incentives, the value of which are affected by our TSR. The Company does not use net income (loss) to determine compensation levels or incentive plan payouts.

5968
          
Compensation Actually Paid vs. Company Selected Measure     As shown in the chart below, the PEOs’ CAP and Other NEOs’ average CAP amounts are overall directionally aligned with changes in the Company’s diluted earnings per share.
7195
          
Total Shareholder Return Vs Peer Group    
5559
          
Tabular List, Table    
Most Important Performance Measures
Diluted Earnings Per Share
Return on Average Tangible Equity
Efficiency Ratio
          
Total Shareholder Return Amount     $ 96.4 85.8 96.9 95.8 70.4  
Peer Group Total Shareholder Return Amount     122.1 100.1 98.0 113.6 86.0  
Net Income (Loss)     $ (60,300,000) $ 20,900,000 $ 60,800,000 $ 69,500,000 $ 6,600,000  
Company Selected Measure Amount     (3.54) 1.33 3.87 4.37 0.41  
PEO Name Mr. Devaisher Mr. Funk       Mr. Funk Mr. Funk Mr. Reeves
Measure:: 1                
Pay vs Performance Disclosure                
Name     Diluted Earnings Per Share          
Measure:: 2                
Pay vs Performance Disclosure                
Name     Return on Average Tangible Equity          
Measure:: 3                
Pay vs Performance Disclosure                
Name     Efficiency Ratio          
Charles Funk [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount     $ 0 $ 0 $ 1,034,428 $ 1,156,260 $ 951,134  
PEO Actually Paid Compensation Amount     0 0 1,033,562 1,435,821 682,861  
Charles Reeves [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount     1,611,393 1,463,067 424,261      
PEO Actually Paid Compensation Amount     1,626,544 1,286,192 399,968      
Len D Devaisher [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount     0 0 981,987      
PEO Actually Paid Compensation Amount     0 0 985,874      
PEO | Charles Funk [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         1,499 202,594 (87,975)  
PEO | Charles Funk [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         0 0 0  
PEO | Charles Funk [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         (5,244) 15,824 (19,600)  
PEO | Charles Funk [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         0 0 0  
PEO | Charles Funk [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         (658) 7,665 (5,483)  
PEO | Charles Funk [Member] | Change in Fair Value of Equity Awards Granted in the Year [Member]                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         3,537 53,478 (155,215)  
PEO | Charles Reeves [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     (73,292) (22,956) 0      
PEO | Charles Reeves [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0 0 0      
PEO | Charles Reeves [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     9,572 (22,742) 0      
PEO | Charles Reeves [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0 0 0      
PEO | Charles Reeves [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     3,053 (3,853) (175)      
PEO | Charles Reeves [Member] | Change in Fair Value of Equity Awards Granted in the Year [Member]                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     75,818 (127,324) (24,118)      
PEO | Len D Devaisher [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         2,665      
PEO | Len D Devaisher [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         0      
PEO | Len D Devaisher [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         (359)      
PEO | Len D Devaisher [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         0      
PEO | Len D Devaisher [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         (306)      
PEO | Len D Devaisher [Member] | Change in Fair Value of Equity Awards Granted in the Year [Member]                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         1,887      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     (50,422) (53,399) 185 81,366 (21,994)  
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0 0 0 0 0  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     (4,289) (11,339) (1,597) 5,774 (16,370)  
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0 0 0 0 0  
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     517 (4,389) (207) 2,994 (842)  
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in the Year [Member]                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     $ 30,217 $ (57,786) $ 1,277 $ 21,658 $ (47,790)  
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true