Midland States Bancorp (MSBI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 4, 2025, to elect three Class III directors, approve executive compensation (say-on-pay), determine frequency of future say-on-pay votes, and ratify Crowe LLP as auditor for 2025.

• Board recommends voting for all director nominees, for the say-on-pay proposal, every year for say-on-frequency, and for auditor ratification.

• Shareholders of record as of June 6, 2025, are entitled to vote; multiple voting methods are available.

Voting matters and shareholder proposals

• Proposals include election of three directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and auditor ratification.

• Board recommends annual say-on-pay votes and supports all proposals.

• Shareholders may submit director nominations and proposals for future meetings, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of ten directors, majority independent per Nasdaq rules; separate Chair and CEO roles.

• Standing committees: Audit, Compensation, Nominating and Corporate Governance, Risk Policy & Compliance, and Executive.

• Board diversity includes one woman and one Hispanic/Latino member.

• Directors are evaluated for independence, ethics, and diversity; regular independent director sessions held.

• Director compensation includes cash retainers, committee fees, and annual equity awards.