mofg-20240308

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant:			x			Filed by a party other than the Registrant:			☐

Check the appropriate box:


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12

MIDWESTONE FINANCIAL GROUP, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11

102 South Clinton St.

Iowa City, Iowa 52240

(319) 356-5800

March 8, 2024

Dear Shareholder:

On behalf of the board of directors and management of MidWestOne Financial Group, Inc. (the “Company”), we cordially invite you to attend the Annual Meeting of the Shareholders (the “Annual Meeting”) of the Company to be held at 2:00 p.m. central time on Thursday, April 25, 2024 at the Graduate Hotel, located at 210 South Dubuque Street, Iowa City, Iowa 52240.

We are using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2023, and proxy card to shareholders over the Internet. This means our shareholders will receive only a notice containing instructions on how to access the proxy materials over the Internet. If you receive this notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. By delivering proxy materials electronically to our shareholders, we can reduce the costs of printing and mailing our proxy materials. Proxy materials will be made available on or about March 8, 2024.

Our Nominating and Corporate Governance Committee has nominated four persons to serve as directors. We have also included a non-binding advisory proposal to approve the compensation of our named executive officers, or “say-on-pay” proposal. We have also included a non-binding advisory proposal on the frequency with which shareholders of the Company will vote on future “say-on-pay” proposals. Finally, our Audit Committee has selected, and we recommend that you ratify the selection of, RSM US LLP to act as the Company’s independent registered public accounting firm for the year ending December 31, 2024. We recommend that you vote your shares for each of the four director nominees, in favor of the compensation arrangements of our named executive officers, in favor of the “every year” voting frequency on future “say-on-pay” proposals presented at the Annual Meeting, and in favor of the ratification of our independent registered public accounting firm. During the Annual Meeting, we will also review our performance in 2023 and update you on how we are dealing with the current economic environment and our strategic plan as we move forward.

We encourage you to attend the meeting in person. However, whether or not you plan to attend the Annual Meeting in person, please take the time to vote by following the instructions provided on the notice as soon as possible. This will assure that your shares are represented at the meeting. We look forward to seeing you at the meeting.

Very truly yours,

Kevin W. Monson

Chair of the Board

102 South Clinton St.

Iowa City, Iowa 52240

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 25, 2024

To the Shareholders of MidWestOne Financial Group, Inc.:

The Annual Meeting of the Shareholders (the “Annual Meeting”) of MidWestOne Financial Group, Inc. (the “Company”) is being held at 2:00 p.m. central time on Thursday, April 25, 2024 at the Graduate Hotel, located at 210 South Dubuque Street, Iowa City, Iowa 52240, for the following purposes:

1.to elect four individuals to serve as Class II members of the board of directors for terms expiring at the 2027 annual meeting of shareholders and until their successors are elected and have been qualified;

2.to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as described in the accompanying proxy statement, which is referred to as a “say-on-pay” proposal;

3.to approve, on a non-binding, advisory basis, the voting frequency for future “say-on-pay” proposals;

4.to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

5.to transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting.

Only shareholders of record on our books at the close of business on March 1, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting. In the event there are an insufficient number of votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the meeting may be adjourned or postponed in order to permit us to further solicit proxies.

By Order of the Board of Directors

Kevin W. Monson

Chair of the Board

Iowa City, Iowa

March 8, 2024

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN-PERSON, PLEASE TAKE THE TIME TO VOTE BY FOLLOWING THE INSTRUCTIONS PROVIDED ON THE NOTICE. WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE MEETING, AND, IF YOU DO, MAY VOTE YOUR SHARES IN PERSON IF YOU WISH. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 25, 2024:

Our proxy statement and 2023 Annual Report on Form 10‑K are available online at www.midwestonefinancial.com.


Table of Contents
						Page
Questions and Answers						1
Proposal 1: Election of Directors						6
Information About Nominees, Continuing Directors and Named Executive Officers						6
Corporate Governance and Board Matters						11
Audit Committee Report						16
Compensation Discussion and Analysis						17
Compensation Committee Report						26
Executive Compensation						26
Pay Versus Performance						33
Director Compensation						38
Proposal 2: Approval, on a Non-Binding, Advisory Basis, of Executive Compensation						40
Proposal 3: Non-Binding , Advisory Vote on Frequency of Shareholder Votes on Executive Compensation						40
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm						42
Security Ownership of Certain Beneficial Owners and Management						43
Section 16(a) Reports						44
Certain Relationships and Related-Person Transactions						44
Equity Compensation Plan Information						45
Shareholder Communications with the Board and Nomination and Proposal Procedures						45
Annual Report and Financial Statements; Other Information						46

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MIDWESTONE FINANCIAL GROUP, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

April 25, 2024

This proxy statement is being furnished to our shareholders in connection with the solicitation by our board of directors of proxies to be used at the Annual Meeting of the Shareholders (the “Annual Meeting”) to be held at 2:00 p.m. central time on Thursday, April 25, 2024 at the Graduate Hotel, located at 210 South Dubuque Street, Iowa City, Iowa 52240, or at any adjournments or postponements of the meeting. This proxy statement, and a copy of our Annual Report on Form 10-K for the year ended December 31, 2023, which we have filed with the Securities and Exchange Commission (the “SEC”), are first being made available to our shareholders on or about March 8, 2024.

QUESTIONS AND ANSWERS

The following is information regarding the meeting and the voting process, presented in a question and answer format. As used in this proxy statement, the terms “MidWestOne Financial Group,” “MidWestOne Financial,” the “Company,” “we,” “our,” and “us” all refer to MidWestOne Financial Group, Inc. and its consolidated subsidiaries. The terms “MidWestOne Bank” and the “Bank” refer to the Company’s wholly-owned banking subsidiary, MidWestOne Bank, Iowa City, Iowa.

Q: What is a proxy statement?

A.A proxy statement is a document, such as this one, required by the SEC that, among other things, explains the items on which you are asked to vote on at the Annual Meeting.

Q: Why did I receive access to the proxy materials?

A.We have made the proxy materials available to you over the Internet because as of the close of business on March 1, 2024, the record date for the Annual Meeting, you owned shares of MidWestOne Financial common stock. This proxy statement lists the matters that will be presented for consideration by our shareholders at the Annual Meeting to be held on April 25, 2024. It also gives you information concerning matters to assist you in making an informed decision.

If you vote pursuant to the instructions set forth in the notice and herein, you appoint the proxy holders as your representatives at the meeting. The proxy holders will vote your shares as you have instructed, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, we ask that you instruct the proxies how to vote your shares in advance of the meeting just in case your plans change and you are unable to participate in person.

If you have voted over the Internet or by telephone or signed and returned the proxy card and an issue comes up for a vote during the Annual Meeting that is not identified in the proxy materials, the proxy holders will vote your shares, pursuant to your proxy, in accordance with their judgment.

Q: Why did I receive a notice regarding the Internet availability of proxy materials instead of paper copies of the proxy materials?

A.We are using the SEC’s notice and access rule that allows us to furnish our proxy materials over the Internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about March 8, 2024, we sent our shareholders as of the record date by mail a notice containing instructions on how to access our proxy materials over the Internet and vote. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice.

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Q: What is “householding” and how does it work?

A.Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, if paper copies of the proxy materials were requested by multiple shareholders sharing an address, we have delivered only one set of proxy materials, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of these documents were delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

In addition, if you currently are a shareholder who shares an address with another shareholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify Broadridge if you hold registered shares. Registered shareholders may notify Broadridge Financial Solutions, Inc. at the above telephone number or address.

Q: What matters will be voted on at the meeting?

A.You are being asked to vote on: (i) the election of four individuals to serve as Class II members of our board of directors for terms expiring at the 2027 annual meeting of shareholders and until their successors are elected and have been qualified; (ii) the approval, on a non-binding, advisory basis, of the compensation of our named executive officers (which is referred to as a “say-on-pay” proposal); (iii) the approval, on a non-binding, advisory basis, of the frequency with which shareholders of the Company will vote on future “say-on-pay” proposals; and (iv) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. These matters are more fully described in this proxy statement.

Q: How can I attend the Annual Meeting?

A.The Annual Meeting will be held at 2:00 p.m. central time on April 25, 2024 at the Graduate Hotel, located at 210 South Dubuque Street, Iowa City, Iowa 52240.

You are entitled to participate in the Annual Meeting only if you were a shareholder of record as of the record date or if you hold a valid proxy for the Annual Meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you should follow the instructions for attending the Annual Meeting provided by your broker or other fiduciary. If you do not comply with the procedures outlined above, you will not be admitted to the Annual Meeting.

Q: How do I vote?

A.After reviewing this document, submit your proxy using any of the proxy voting methods indicated on the notice. You may vote by telephone (if you received paper copies of the proxy materials), by Internet, by mail by completing, signing, dating and mailing the proxy card you received in the mail (if you received paper copies of the proxy materials), or in person at the meeting. By submitting your proxy, you authorize the individuals named in it to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote by following the instructions on the notice.

If you sign, date, and return your proxy card but do not mark the card to provide voting instructions, the shares represented by your proxy card will be voted “for” all four nominees named in this proxy statement, “for” the say-on-pay proposal, “for” the “every year” voting frequency for future “say-on-pay” proposals, and “for” the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

If you are a beneficial owner and a broker or other fiduciary is the record holder (which is usually referred to as “street name” ownership), then you received access to these proxy materials from the record holder of the shares that you beneficially own. The record holder should have given you instructions for directing how the record holder should vote your shares. It will then be the record holder’s responsibility to vote your shares for you in the manner you direct.

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If you want to vote in person, please come to the meeting. We will distribute written ballots to anyone who wants to vote at the meeting. Please note, however, that if your shares are held in the name of a broker or fiduciary (i.e., in “street name”), you will need to arrange to obtain a legal proxy form from the record holder in order to vote in person at the meeting. Even if you plan to attend the annual meeting, we ask that you complete and return your proxy card, or vote by telephone or Internet, in advance of the annual meeting in case your plans change.

Q: If I hold shares in the name of a broker, who votes my shares?

A.Under the rules of various national and regional securities exchanges, brokers and other fiduciaries that hold securities on behalf of beneficial owners generally may vote on routine matters even if they have not received voting instructions from the beneficial owners for whom they hold securities, but are not permitted to vote on non-routine matters unless they have received such voting instructions. The ratification of the appointment of the Company’s independent registered public accounting firm is considered to be a routine matter, and the election of directors, the say-on-pay proposal, and the voting frequency for future say-on-pay proposals are considered to be non-routine matters. Thus, if you do not provide instructions to your broker as to how it should vote the shares beneficially owned by you, your broker will be able to vote on the ratification of the appointment of RSM US LLP as our independent registered public accounting firm, but generally will not be permitted to vote on any of the other matters described in this proxy statement.

We therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures.

Q: How will my shares of common stock held in the employee stock ownership plan be voted?

A.We maintain an employee stock ownership plan (“ESOP”) that owns 469,646, or 3.0%, of the current outstanding shares of our common stock. Employees of the Company and the Bank participate in the ESOP. As of the record date, 469,646 shares have been allocated to ESOP participants. Each ESOP participant has the right to instruct the trustee of the plan how to vote the shares of our common stock allocated to his or her account under the ESOP. If an ESOP participant properly executes the voting instruction card, the ESOP trustee will vote the participant's shares in accordance with the participant’s instructions. Shares of our common stock held in the ESOP, but not allocated to any participant’s account, and allocated shares for which no voting instructions are received from participants, will be voted by the trustee in proportion to the results of the votes cast on the issue by the participants and beneficiaries.

Q: What does it mean if I receive more than one notice card?

A.It means that you have multiple holdings reflected in our stock transfer records and/or in accounts with stockbrokers or other fiduciaries. To vote all of your shares by proxy, please follow the separate voting instructions that you received for the shares of common stock held in each of your different accounts.

Q: What if I change my mind after I vote?

A.If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

•timely submitting another proxy via the telephone or Internet, if that is the method that you originally used to submit your proxy;

•signing another proxy card with a later date and returning that proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717, by mail;

•sending notice to us that you are revoking your proxy; or

•voting in person at the meeting.

All written notices of revocation and other written communications with respect to revocation of proxies should be sent to: MidWestOne Financial Group, Inc., 102 South Clinton St., Iowa City, Iowa 52240, Attention: Corporate Secretary. If you hold your shares in the name of your broker or other fiduciary and desire to revoke your proxy, you will need to contact that party to revoke your proxy.

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Q: How many votes do we need to hold the annual meeting?

A.The holders of a majority of the votes entitled to be cast as of the record date must be present in person or by proxy at the Annual Meeting in order to hold the meeting and conduct business. Votes are counted as present at the meeting if the shareholder either:

•is present and votes in person at the meeting; or

•has properly submitted a signed proxy card or other form of proxy (through the telephone or Internet).

On March 1, 2024, the record date, there were 15,750,471 shares of common stock issued and outstanding. Therefore, at least 7,875,236 shares need to be present, in person, or by proxy, at the Annual Meeting to hold the meeting and conduct business.

Q: What happens if a nominee is unable to stand for re-election?

A.The board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than four nominees. We have no reason to believe any nominee will be unable to stand for re-election.

Q: What options do I have in voting on each of the proposals?

A.For the approval, on a non-binding, advisory basis of the say-on-pay proposal and the ratification of the appointment of RSM US LLP as our independent registered public accounting firm, you may vote “for”, “against”, or “abstain” with respect to such proposals. For the approval, on a non-binding, advisory basis of the frequency with which future say-on-pay votes will be conducted, you may vote for an “every year”, “every two years”, or “every three years” frequency or you may vote “abstain.” In the election of directors, you may vote “for” or “withhold authority to vote for” each nominee. There is no cumulative voting for the election of directors.

Q: How many votes may I cast?

A.Generally, you are entitled to cast one vote for each share of stock you owned on the record date.

Q: How many votes are needed for each proposal?

A.The say-on-pay proposal and the ratification of the appointment of RSM US LLP as our independent registered public accounting firm will be approved if the votes cast “for” each proposal exceeds the votes cast “against it.” With respect to the frequency of future say-on-pay proposals, the choice which receives the highest number of votes will be deemed the choice of the shareholders. Directors will be elected by a plurality of the votes cast, and the four individuals receiving the highest number of votes cast “for” their election will be elected as directors of MidWestOne. Please note, however, that because the say-on-pay vote and the vote for the frequency of future say-on-pay proposals are advisory, the outcome of such votes will not be binding on the board of directors or the Compensation Committee.

Also, please remember that the election of directors, the say-on-pay proposal, and the voting frequency for future say-on-pay proposals are considered to be non-routine matters. As a result, if your shares are held by a broker or other fiduciary, it cannot vote your shares on these matters unless it has received voting instructions from you.

Abstentions and broker non-votes, if any, will not be counted as votes cast, but will count for purposes of determining whether or not a quorum is present. Accordingly, so long as a quorum is present, abstentions and broker non-votes will have no effect on any of the matters presented for a vote at the Annual Meeting.

Q: Where do I find the voting results of the meeting?

A.If available, we will announce voting results during the Annual Meeting. The voting results also will be disclosed in a Form 8-K that we expect to file within four business days after the Annual Meeting.

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Q: Who bears the cost of soliciting proxies?

A.We will bear the cost of soliciting proxies. In addition to solicitations by mail, our officers, directors or employees may solicit proxies in person, by telephone, or by email. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders.

YOUR VOTE IS IMPORTANT. PLEASE VOTE BY INTERNET OR TELEPHONE OR RETURN YOUR MARKED AND SIGNED PROXY CARD PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON.

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PROPOSAL 1:

ELECTION OF DIRECTORS

MidWestOne Financial’s board of directors is divided into three classes. At the Annual Meeting to be held on April 25, 2024, you will be entitled to elect four Class II directors for terms expiring at the 2027 annual meeting and until their successors are elected and have been qualified, as described herein. We have no knowledge that any of the nominees will refuse or be unable to serve as directors, but if any of the nominees becomes unavailable for election, the holders of proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting.

The Nominating and Corporate Governance Committee of our board of directors has nominated four persons for election at this Annual Meeting. These nominations were further approved by the full board. We did not receive any shareholder nominations for directors for the 2024 Annual Meeting. Set forth below is information concerning the nominees for election and for the other directors whose terms of office will continue after the meeting, including their age, year first elected or appointed as a director, position with MidWestOne Financial, qualifications to serve on the board and business experience. Unless otherwise specified, each position currently held by a nominee or director has been held for at least five years. The four nominees for director, if elected at the Annual Meeting, will serve for terms expiring at the 2027 annual meeting of shareholders and until their successors are elected and have been qualified.

Unless authority to vote for the nominees is withheld, the shares represented by the proxies will be voted “for” the election of the nominees proposed by the board of directors.

The board of directors recommends that you vote your shares “for” each of the nominees for director. Proxies properly submitted will be voted “for” each nominee unless shareholders specify otherwise.

INFORMATION ABOUT NOMINEES, CONTINUING DIRECTORS

AND NAMED EXECUTIVE OFFICERS

All directors will hold office for the terms indicated, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. There are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions.

No nominee, member of the board of directors or executive officer is related to any other nominee, member of the board of directors or executive officer, except for Tracy S. McCormick, who is the daughter of Director Emeritus W. Richard Summerwill and is also a blood relative of Director Emeritus John S. Koza. No nominee or director has been a director of another “public corporation” (i.e., subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) or of any investment company within the past five years.

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NOMINEES

Class II - Term Expiring 2027

Director

Name of Individual

Since

Position(s) with MidWestOne Financial

Azeemuddin Ahmed

Carl J. Chaney

Ruth E. Heinonen

2015

Director of MidWestOne Financial and the Bank

Nathaniel J. Kaeding

2018

Director of MidWestOne Financial and the Bank

Azeemuddin Ahmed. Dr. Ahmed, 49, is a Clinical Professor of Emergency Medicine at the University of Iowa, Executive Vice Chair at the University of Iowa Department of Emergency Medicine, and the Medical Director of Kinnick Stadium and Carver Hawkeye Arena. In his role as the Executive Vice Chair, he is engaged in all aspects of departmental administration, including areas of focus such as: faculty recruitment, development, and compensation, clinical innovation, as well as strategic planning. Dr. Ahmed is an active researcher, and also provides seminars on negotiation strategies and tactics to a variety of business and health care organizations regionally and nationally. Dr. Ahmed received his Bachelor’s degree from Augustana College, his MD from Carver College of Medicine at the University of Iowa, and his MBA from Tippie College of Business at the University of Iowa. Among other attributes, skills and qualifications, we believe Dr. Ahmed to be a qualified candidate for service on the board and the Audit Committee due to his business experience and his ties within the Iowa City community.

Carl J. Chaney. Mr. Chaney, 62, is Chairman of Chaney Investments. He previously served as Chairman of the Board of Beach Bank until December 2022, and is the former President & CEO of Hancock Whitney Corporation. Mr. Chaney has over 35 years of experience in the banking industry, where he began his career serving as a Bank Regulatory/M&A Partner with a large southeastern regional law firm. Mr. Chaney serves as an instructor at the Graduate School of Banking at Louisiana State University in Baton Rouge, the Alabama Banking School and the Mississippi School of Banking. In addition, he also currently serves on the board of JTS Capital Group, which is headquartered in Waco, Texas, and has previously served on a variety of boards, including the Federal Reserve Bank of Atlanta - New Orleans branch, Allen & Company, and until April 2021, the Mississippi Power Company, a public company and a part of the Southern Company. Mr. Chaney is an honor graduate holding a BBA in Banking and Finance from the University of Mississippi and a Juris Doctorate from the University of Mississippi School of Law. We consider Mr. Chaney to be a qualified candidate for service on the board and the Audit Committee due to his financial and legal expertise as well as his extensive knowledge of and prominence in the banking industry.

Ruth E. Heinonen (formerly Stanoch). Ms. Heinonen, 65, has been a corporate affairs consultant since 2008, and president/owner of Strategic Points Consulting, LLC since 2022. She became a director of the Company upon completion of our merger with Central in May 2015 and a director of the Bank in 2016. Among her prior experiences, in 2010, Ms. Heinonen served as the senior advisor to Minnesota's governor-elect, Mark Dayton, and from 1994 to 2007, was employed with Thomson Legal & Regulatory. Between 2010 and 2012, Ms. Heinonen also served on various committees of the board of directors of Archipelago Learning, Inc., a leading subscription-based online education company, which was a public company. She received her Bachelor's degree from the University of Minnesota, and was a policy fellow at the University of Minnesota's Humphrey Institute of Public Affairs. Among other attributes, skills and qualifications, we believe that Ms. Heinonen's extensive corporate experience, leadership at a large corporation and previous service on a public company board provide valuable experience to the Company's board, Compensation Committee, and Nominating and Corporate Governance Committee.

Nathaniel J. Kaeding. Mr. Kaeding, 42, is the Director of Real Estate Development for Hodge Construction, a construction management and real estate development firm based in Iowa City, Iowa. Prior to his role with Hodge Construction, Mr. Kaeding served as the Director of Retail Development for the Iowa City Downtown District where he managed economic development and various marketing, branding and place-making initiatives for the District. Mr. Kaeding is an Iowa City native and attended the University of Iowa as an undergraduate where he earned both academic and athletic All-American honors as a member of the University of Iowa football team. Mr. Kaeding was selected as the 65th pick in the 2004 NFL draft by the San Diego Chargers and enjoyed a nine-year career as a place-kicker in the NFL. Upon retirement from the NFL, Mr. Kaeding returned to Iowa City and earned an MBA from the University of Iowa. We consider Mr. Kaeding to be a qualified candidate for service on the board and the Nominating and Corporate Governance Committee due to his experience in the real estate industry, over ten years as a business owner with executive experience managing companies, and his strong ties and significant involvement in the Iowa City community.

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CONTINUING DIRECTORS

Class III - Term Expiring 2025

Director

Name of Individual

Since

Position(s) with MidWestOne Financial

Janet E. Godwin

2019

Director of MidWestOne Financial and the Bank

Matthew J. Hayek

2019

Director of MidWestOne Financial and the Bank

Tracy S. McCormick

2011

Director of MidWestOne Financial and the Bank

Kevin W. Monson

2005

Chair of MidWestOne Financial and the Bank

Janet E. Godwin. Ms. Godwin, 58, is the Chief Executive Officer of ACT, Inc, a nonprofit company and global leader in providing educational and career assessments, where she oversees all aspects of the organization, including defining company strategy, product development, sales, and operations for the parent and subsidiaries. Ms. Godwin received a Bachelor’s degree in English from the University of Oklahoma, a Master’s degree in English from the University of Iowa, and has participated in the Advanced Management Program of the Wharton School at the University of Pennsylvania. She is past-President of the Board of Education of the Iowa City Community School District. Among other attributes, skills and qualifications, we consider Ms. Godwin to be qualified for service on the board and the Compensation Committee due to her business expertise, her strong ties within the Iowa City community, and her significant involvement in the Iowa City community.

Matthew J. Hayek. Mr. Hayek, 54, is an attorney at Hayek, Moreland, Smith & Bergus, LLP, a general service law firm in Iowa City, where his practice focuses on business and real estate law. A fifth generation Iowa Citian, Mr. Hayek received a B.A. with honors in Social Sciences from the University of Michigan and a J.D. from the University of Michigan Law School. Prior to graduate school, he served for two years in Bolivia with the United States Peace Corps. He worked at law firms in Atlanta and Chicago before returning to Iowa City. He served on the City Council of Iowa City from 2008 to 2016 and as Mayor of Iowa City from 2010 to 2016. He has held leadership positions in various civic and nonprofit organizations and received the Iowa State Bar Association Pro Bono Award. Among other attributes, skills and qualifications, we consider Mr. Hayek to be qualified for service on the board, Nominating and Corporate Governance Committee, and Audit Committee due to his legal expertise, prior leadership positions, and his significant involvement in the Iowa City community.

Tracy S. McCormick. Ms. McCormick, 63, is the Chief Financial Officer and a director of Mill Creek Development Company, an urban planning and development company in Pasadena, California. She currently serves on the board of Folience, a private company based in Cedar Rapids, Iowa. Her prior experience includes a career in investment banking with J.P. Morgan & Co., Incorporated in New York, Chicago, and Los Angeles. Ms. McCormick is the daughter of our former Chairman and current Director Emeritus, W. Richard Summerwill, and became a director of the Company in 2011 following his retirement from the board. She became a director of the Bank upon the completion of our merger with Central in May 2015. Ms. McCormick received a Bachelor’s degree in Economics and Communications from the University of Michigan and a M.Sc. in Economics from the London School of Economics and Political Science. We consider Ms. McCormick to be qualified for service on the board, the Audit Committee and the Compensation Committee due to her skills and expertise developed in investment banking and subsequent business experience.

Kevin W. Monson. Mr. Monson, 72, is the Chair of the board of the Company and Chair of the board of the Bank. He served as the President, Managing Partner and the largest shareholder of Neumann Monson, Inc., an architectural services firm headquartered in Iowa City, from 1992 through 2017, retiring as chairman of the board in December 2020, at which time he sold his stock. He became a director of the Company and the Bank in 2005. Mr. Monson is also the majority partner in Tower Partners, a real estate investment partnership, and several other real estate investment corporations. We consider Mr. Monson to be qualified for service on the board due to his skills and expertise developed as the head of a successful architectural firm and his knowledge of and prominence in the Iowa City market.

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Class I - Term Expiring 2026

Director

Name of Individual

Since

Position(s) with MidWestOne Financial

Larry D. Albert

2018

Director of MidWestOne Financial and the Bank

Charles N. Funk

2000

Director of MidWestOne Financial and the Bank, former Chief Executive Officer of MidWestOne Financial and the Bank

Douglas H. Greeff

2019

Director of MidWestOne Financial

Jennifer L. Hauschildt

2019

Director of MidWestOne Financial and the Bank

Charles N. Reeves

2022

Director and Chief Executive Officer of MidWestOne Financial and the Bank

Larry D. Albert. Mr. Albert, 73, is the retired Executive Vice President of the Company, a position he held from the May 2015 completion of our merger with Central to his retirement in September 2015. He also served as Chief Executive Officer and as a director of Central Bank from 1996 to 2015. Mr. Albert currently serves as director of the Company and the Bank. He received his Bachelor’s degree from Westmar University and his MBA from the University of St. Thomas. Among other attributes, skills and qualifications, we believe Mr. Albert is qualified to serve as a director of the Company and on the Audit Committee because, as a director of the Bank and former Chief Executive Officer of Central Bank, he is familiar with the Bank’s business and industry and with Bank strategy.

Charles N. Funk. Mr. Funk, 69, served as the Chief Executive Officer of the Company from March 2008 through October 2022 and the Bank from November 2000 through October 2022. He also served as President of the Company and the Bank from November 2000 to July 2020. Prior to that, he held positions as President and Central Region Manager and Chief Investment Officer for Brenton Bank-Des Moines. Mr. Funk has taught for the Colorado Graduate School of Banking in Boulder, Colorado, the Iowa School of Banking, and the Stonier Graduate School of Banking at Georgetown University. Mr. Funk has served as a director of MidWestOne Financial and the Bank since November 2000. He previously served on the board of Folience and the American Bankers Association and was the Chairman of the Iowa Bankers Association in 2010 and 2011. Mr. Funk graduated with a Bachelor’s degree from William Jewell College. We consider Mr. Funk to be qualified for service on the board due to his extensive expertise in the financial services industry, particularly in the state of Iowa, and intimate knowledge of MidWestOne Financial Group’s business and operations and because of his previous role as the Chief Executive Officer of MidWestOne Financial and the Bank.

Douglas H. Greeff. Mr. Greeff, 68, is a director of TRX and was CFO until February 2024. Also, he is President of Greeff Advisory LLC in New York, New York, a shareholder advising service. He recently served as the Director and Executive Vice President of Omnisure LLC, a specialty finance company and customized payment plan provider for vehicle and home service contracts, and Interim Chief Financial Officer of Microfinancial Inc., a specialized commercial/consumer finance company. He also served as the Chief Financial Officer of Heyman Companies, and of Revlon, Inc., both of New York, New York. Mr. Greeff received his Bachelor’s degree in Economics from Williams College, and completed a Master’s program in Accounting at the NYU School of Business Administration. We consider Mr. Greeff to be qualified for service on the board and the Compensation Committee due to his extensive finance and corporate experience.

Jennifer L. Hauschildt. Ms. Hauschildt, 54, is the global Chief Human Resources Officer for Georg Fischer, Uponor division, a leading provider of crosslinked polyethylene (PEX) plumbing, radiant heating/cooling, hydronic piping, pre-insulated piping and fire sprinkler systems for residential and commercial structures, headquartered in Helsinki, Finland. Ms. Hauschildt received her Bachelor's degree from Gustavus Adolphus College, and an MBA from the University of Minnesota. We consider Ms. Hauschildt to be qualified for service on the board and Compensation Committee due to her extensive corporate experience, specifically relating to Human Resources and Information Technology.

Charles N. Reeves. Mr. Reeves, 56, is the Chief Executive Officer of the Company and the Bank. Prior to joining the Company in November 2022, he served as the President and Chief Executive Officer for Beach Bancorp, Inc. in Florida. Prior to that, Mr. Reeves was employed by Cascade Bancorp, most recently serving as President and Chief Operating Officer. Prior to that, Mr. Reeves had a 22-year career at Fifth Third Bank, serving in a variety of roles including Executive Vice President, Commercial Banking in Chicago and as Chicago Market President. Mr. Reeves serves on the Board of Directors for the Iowa Bankers Association, the Iowa Association of Business & Industry, Orchestra Iowa and is a member of the Cedar Rapids Metro Economic Alliance. Mr. Reeves received his Bachelor of Arts from Miami University in Oxford, Ohio. We consider Mr. Reeves to be qualified for service on the board due to his extensive expertise in the financial services industry, his blend of community and regional bank leadership, and his knowledge of MidWestOne Financial’s business and operations and because of his role as the Chief Executive Officer of MidWestOne Financial and the Bank.

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Richard R. Donohue and Richard J. Hartig, both former Class II directors, notified the Company on January 23, 2024 of their decision not to be considered for renomination at the Annual Meeting and to retire from the board of directors of the Company and the Bank, effective on the date of the Annual Meeting. Mr. Donohue became a director of the Company and the Bank in 2008, while Mr. Hartig became a director of the Company and the Bank in 2019.

In addition, Mr. W. Richard Summerwill, who had served on our board of directors since our formation in 1983 and served as our long-time Chief Executive Officer prior to our merger with the former MidWestOne Financial in March 2008, and Mr. John S. Koza, who also had served on our board of directors since our formation in 1983 and retired from the board in 2014, both currently serve as non-voting Directors Emeriti, and will not be re-appointed as Director Emeriti in April 2024.

BOARD DIVERSITY DISCLOSURE

In accordance with the Nasdaq Listing Rule 5606, each Company must annually disclose information on each director’s voluntary self-identified characteristics. The table below includes information on the diversity of the board of directors, as of the dates indicated, based upon such information voluntarily provided by each director.


Board Diversity Matrix (As of March 8, 2024)

Total Number of Directors		13

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	9	—	—

Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	9	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	1


Board Diversity Matrix (As of March 15, 2023)

Total Number of Directors		13

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	9	—	—

Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	9	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

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EXECUTIVE OFFICERS

In addition to Charles N. Reeves, who serves as our Chief Executive Officer, the following individuals serve as executive officers of MidWestOne Financial, and are named in the compensation tables included in this proxy statement:

Len D. Devaisher. Mr. Devaisher, 47, is the President and Chief Operating Officer of the Company and the Bank, and served as the interim Chief Executive Officer of the Company and the Bank between August 12, 2022 through November 1, 2022. Prior to joining the Company in July 2020, he served as the Vice President for Resource Development for the United Way of Dane County. Prior to that, Mr. Devaisher was employed by Old National Bank, serving in a variety of roles between 2000 and 2019. Most recently, he served as Chief Executive Officer, Wisconsin Region, from 2016 to 2019. He also served as Chief Operating Officer of Young Life, Africa from 2010 to 2013. Mr. Devaisher earned a Bachelor of Science degree in Economics from the University of Evansville, completed the American Bankers Association Stonier Graduate School of Banking, and earned a leadership certificate in banking from The Wharton School at the University of Pennsylvania.

Barry S. Ray. Mr. Ray, 52, is the Senior Executive Vice President and Chief Financial Officer of the Company and the Bank. Prior to joining the Company in June 2018, he was employed since 2006 by Columbia State Bank, a subsidiary of Columbia Banking System, Inc., where his last position held was Chief Accounting Officer and Controller. Prior to that, he was employed as a Business Analyst, Investment Operations, with Russell Investment Group from 2005 to 2006, and prior to that, was a Consulting Services Manager with RSM US LLP from 2000 to 2005. Mr. Ray served in the U.S. Navy, and received his Bachelor’s degree from the University of Washington. He is a Certified Public Accountant.

David E. Lindstrom. Mr. Lindstrom, 57, is the Executive Vice President, Consumer Banking, of the Bank, a position he has held since January 2018. Prior to his employment with the Bank, Mr. Lindstrom was employed by BMO Harris Bank, a subsidiary of the Bank of Montreal, since 1989. From 2014 to January 2018, he served as Market President, West Market, MN of BMO Harris Bank, where he was responsible for driving growth across all business lines and acting as a key community contact for the bank. From 2012 to 2014, he was the Senior Vice President, Head of Retail Banking and Regional Sales Manager, Northwest Region, Minnesota and Wisconsin for BMO Harris Bank. Prior to that, he acted as Regional President and was also the Senior Vice President/Head of Retail Banking for M&I Marshall and Ilsley Bank. Mr. Lindstrom received his Bachelor’s degree in economics from the University of Wisconsin, Madison.

Gary L. Sims. Mr. Sims, 62, is the Senior Vice President and Chief Credit Officer of the Company and Executive Vice President and Chief Credit Officer of the Bank. Prior to joining the Company in June 2018, he served as Managing Director - Corporate and Institutional, and as the Chief Credit Officer of NBH Bank from May 2011 through June 2018. Prior to that, he was employed as the Senior Credit Officer for Regions Bank in Dallas, Texas from April 2005 through May 2011. Mr. Sims received a Bachelor of Business Administration degree in Finance from the University of North Texas, Denton, Texas

CORPORATE GOVERNANCE AND BOARD MATTERS

General

The board has adopted guidelines on significant corporate governance matters that, together with our Code of Business Conduct and Ethics and other policies, creates our corporate governance standards. Generally, the board oversees our business and monitors the performance of our management. In accordance with our corporate governance standards, the board does not involve itself in the day-to-day operations of MidWestOne Financial, which is monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the board, which convene at least on a quarterly basis, and through committee membership, which is discussed below. Our directors also discuss business and other matters with Mr. Reeves, our Chief Executive Officer, other key executives and our principal external advisers (legal counsel, auditors and other consultants).

With the exception of Mr. Reeves and Mr. Funk, each of our current directors and nominees is “independent,” as defined under The Nasdaq Stock Market LLC’s listing rules, and the board has determined that the independent directors do not have other relationships with us that prevent them from making objective, independent decisions. The board of directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee, each of which is made up solely of independent directors. The current charters of each of these committees are available on our website at www.midwestonefinancial.com. Our Code of Business Conduct and Ethics is also available on our website. Also posted on our website is a general description regarding our Company and links to our filings with the SEC.

Our board of directors held eight regular and special meetings during 2023. All of the directors attended at least 75% of the aggregate of the board meetings and meetings of committees of which they were members. While we do not have a specific policy regarding attendance at the annual shareholders’ meeting, all directors are encouraged and expected to attend the

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meeting. Last year’s annual meeting of shareholders was attended in person, by telephone or through the online webcast by all but one of the directors in office at such time.

Audit Committee

In 2023, the Audit Committee was comprised of Messrs. Donohue (Chair), Albert, Hayek and Ms. McCormick. It is anticipated that the composition of the Audit Committee will remain the same throughout 2024, except for Mr. Donohue, who will retire from the Board, effective on the date of the Annual Meeting. If elected to the board at the Annual Meeting, Mr. Chaney will replace Mr. Donohue as the Chair of the Audit Committee and Mr. Ahmed will join the Audit Committee. Each of these individuals is considered to be “independent” under Nasdaq listing rules and the regulations of the SEC, including Rule 10A-3 of the Exchange Act. The board of directors has determined that Mr. Donohue (until his retirement in April 2024) and Mr. Chaney (once approved at the Annual Meeting) each qualifies as an “audit committee financial expert” under the regulations of the SEC. The board has based this determination on Mr. Donohue’s education and his professional experience as the former managing partner of a certified public accounting firm, as well as Mr. Chaney’s extensive experience as a Chairman, CEO, EVP and CFO in multiple banking organizations, in addition to corporate board appointments.

The functions performed by the Audit Committee include, among other things, the following:

•overseeing our accounting and financial reporting;

•selecting, appointing and overseeing our independent registered public accounting firm;

•reviewing and discussing with management and the independent auditor the annual audited and quarterly unaudited financial statements, including disclosures made in management’s discussion and analysis, earnings press releases and any earnings guidance provided to analysts and rating agencies, prior to the release of quarterly and annual earnings results;

•meeting with management, the internal auditors and the independent registered public accounting firm to review the effectiveness of our system of internal controls and internal audit procedures; and

•discussing with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

To promote independence of the audit function, the Audit Committee consults separately and jointly with our independent registered public accounting firm, the internal auditors and management. We have adopted a written charter for the Audit Committee, which sets forth its duties and responsibilities. The current charter is available on our website at www.midwestonefinancial.com under “Corporate Information - Committee Charting” and by clicking on “Audit Committee.” In 2023, the Audit Committee met fourteen times.

Compensation Committee

In 2023, the Compensation Committee of MidWestOne Financial was comprised of Ms. McCormick (Chair), Ms. Godwin, Ms. Hauschildt, and Ms. Heinonen, and Mr. Greeff. It is anticipated that the composition of the Compensation Committee will remain the same throughout 2024. Each individual is considered to be an “independent” director as defined by Nasdaq listing rules and a “non-employee” director under Section 16 of the Exchange Act.

The Compensation Committee is responsible for the development of MidWestOne Financial’s compensation philosophy and the design, implementation and monitoring of its executive compensation programs. It determines the structure and components of the programs and reviews and approves the compensation of our named executive officers (“NEOs”). The Compensation Committee also evaluates and makes recommendations relating to directors’ compensation. The Compensation Committee annually assesses the performance of the Chief Executive Officer, Charles N. Reeves, and determines his salary, short-term incentive compensation and long-term incentive compensation. It also determines the salaries and incentive compensation of our other NEOs, based upon an assessment from Mr. Reeves of each NEO’s individual performance. The Compensation Committee consults with management and its independent advisors on a variety of matters, including the annual review of MidWestOne Financial’s compensation programs relative to its peers and industry best practices. It ensures that its programs do not create inappropriate risk to MidWestOne Financial and uses its best judgment to develop executive compensation programs that are consistent with the Company’s operating principles, strategy and performance. The Compensation Committee’s duties, responsibilities, and functions are further described in its charter. The Compensation Committee reviews its charter annually and recommends approval of the charter to MidWestOne Financial’s Board of Directors. The Compensation Committee’s charter is available on our website, www.midwestonefinancial.com under “Corporate Information – Committee Charting” and by clicking on “Compensation Committee.”

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The Compensation Committee met seven times during 2023. Ms. McCormick also met as needed with internal staff members and members of management, as well as the Compensation Committee’s independent advisors, to prepare for committee meetings and to assemble compensation information for this proxy statement.

Nominating and Corporate Governance Committee

In 2023, the Nominating and Corporate Governance Committee of MidWestOne Financial was comprised of Messrs. Hayek (Chair), Donohue, Hartig, and Kaeding, and Ms. Heinonen. It is anticipated that the composition of the Nominating and Corporate Governance Committee will remain the same throughout 2024, except for Mr. Donohue and Mr. Hartig, both of whom intend to retire from the Board, effective on the date of the Annual Meeting. Ms. Godwin will join the Nominating and Corporate Governance Committee, effective on the date of the Annual Meeting. Each individual is considered “independent” under Nasdaq listing rules. The primary purposes of the Nominating and Corporate Governance Committee are to identify and recommend individuals to serve on our board of directors and to review and monitor our policies, procedures and structure as they relate to corporate governance. We have adopted a written charter for the Nominating and Corporate Governance Committee, which sets forth its duties and responsibilities. The current charter is available on our website at www.midwestonefinancial.com, under “Corporate Information - Committee Charting” and by clicking on Nominating & Corporate Governance Committee.” In 2023, the Nominating and Corporate Governance Committee met four times.

Director Nominations and Qualifications

For the 2024 annual meeting, the Nominating and Corporate Governance Committee nominated for re-election to the board two incumbent directors whose terms are set to expire at the 2024 annual meeting, as well as two new directors, who will replace the retiring directors, Messrs. Donohue and Hartig. These nominations were further approved by the full board. We did not receive any properly-made shareholder nominations for directors for the 2024 annual meeting.

The Nominating and Corporate Governance Committee evaluates all potential nominees for election, including incumbent directors, board nominees and any shareholder nominees included in the proxy statement, in the same manner. While the Nominating and Corporate Governance Committee does not maintain a separate diversity policy, the Nominating and Corporate Governance Committee focuses on qualified director candidates who present varied, complementary backgrounds that emphasize both business experience and community standing. Moreover, the Board Diversity Task Force, which was formed in November of 2020, provides input to the Nominating and Corporate Governance Committee by supporting representation and exploring ways to increase the overall diversity of the Company’s directors, executive officers and employees. The Board is committed to increasing the diversity of the Board in accordance with, and in the timeframe set forth, in the applicable Nasdaq rules.

The Nominating and Corporate Governance Committee has established the following minimum criteria, which it considers necessary for service on the board:

•each nominee shall meet the minimum requirements for service on the board of directors contained in the Company’s bylaws and articles of incorporation;

•each nominee shall possess the highest personal and professional ethics, integrity and values;

•each nominee shall have, in the Nominating and Corporate Governance Committee’s opinion, a sufficient educational and professional background and have relevant past and current employment affiliations, board affiliations and experience for service on the board;

•each nominee shall have demonstrated effective leadership and sound judgment in his or her professional life;

•each nominee shall have a strong appreciation for the community-minded focus of the Company;

•each nominee shall have exemplary management and communications skills. Most importantly, each nominee must possess the requisite skills and desire to work well within the board structure;

•each nominee shall be free of conflicts of interest that would prevent him or her from serving on the board;

•each nominee shall be expected to ensure that other existing and future commitments do not materially interfere with his or her service as a director of the Company;

•each nominee shall review and agree to meet the standards and duties set forth in the Company’s Code of Business Conduct and Ethics;

•each nominee shall be willing to devote sufficient time to carrying out his or her duties and responsibilities effectively, and should be committed to serve on the board for an extended period of time; and

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•the “independence” of non-management nominees shall be taken into account so that at least a majority of the board of directors will be made up of directors who satisfy the independence standards set forth by Nasdaq.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the board whose term is set to expire at the upcoming annual shareholder meeting and who are willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the board does not wish to continue in service or if the committee or the board decides not to re-nominate a member for re-election, the committee would identify the desired skills and experience of a new nominee in light of the criteria above.

Board Leadership Structure

The positions of Chair of the Board and Chief Executive Officer of MidWestOne are currently held by separate individuals. We believe this is the most appropriate structure for our board at this time. The Chair provides leadership to the board and works with the board to define its structure and activities in the fulfillment of its responsibilities. The Chair sets the board agendas with board and management input, facilitates communication among directors, works with the Chief Executive Officer to provide an appropriate information flow between management and the board and presides at meetings of the board and shareholders. With the Chair’s assumption of these duties, the Chief Executive Officer may place a greater focus on our strategic and operational activities. We also believe our board feels a greater sense of involvement and brings a wider source of perspective as a result of this structure, from which we benefit.

Independent Director Sessions

The board of directors has created the position of a “lead” independent director, currently filled by Ms. McCormick. The Nominating and Corporate Governance Committee reviews this appointment annually, and the full board has the opportunity to ratify the committee’s selection. It is expected that Ms. McCormick will continue to serve as lead independent director after the 2024 annual meeting of shareholders. The lead independent director assists the board in assuring effective corporate governance and serves as chair of the independent director sessions. Consistent with Nasdaq listing rules, the independent directors regularly have the opportunity to meet without the non-independent directors present, and in 2023 there were three such sessions.

Board’s Role in Risk Oversight

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including general economic risks, credit risks, interest rate risks, liquidity risks, regulatory risks, audit risks, reputational risks, cyber risks and others, such as risks related to the unintentional effects our compensation plans may have on employee decision-making or the impact of competition. Management is responsible for the day-to-day control of risks the Company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

While the full board of directors is charged with ultimate oversight responsibility for risk management, various committees of the board and members of management also have responsibilities with respect to our risk oversight. In particular, the Audit Committee plays a large role in monitoring and assessing our financial, legal, and organizational risks, and receives regular reports from our senior officers regarding comprehensive organizational risk, as well as particular areas of concern. The Company’s Enterprise Risk Management Committee also plays an important role in risk management, with oversight of the Company’s overall risk framework, including cyber risks, risk appetite, and the identification, measurement, and monitoring of key risks. The Compensation Committee monitors and assesses the various risks associated with compensation policies and oversees incentive plans to ensure a reasonable and manageable level of risk-taking consistent with our overall strategy. Additionally, our Chief Credit Officer and loan review staff are directly responsible for overseeing our credit risk.

We believe that establishing the appropriate “tone at the top” and providing for full and open communication between management and our board of directors are essential for effective risk management and oversight. Our executive management meets regularly with our other senior officers to discuss strategy and risks facing the Company. Senior officers attend many of the board meetings or, if not in attendance, are available to address any questions or concerns raised by the board on risk management-related and any other matters. Additionally, each of our board-level committees provides regular reports to the full board and apprises the board of our comprehensive risk profile and any areas of concern.

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Code of Ethics

We have a Code of Business Conduct and Ethics in place that applies to all of our directors, officers and employees. The code sets forth the standard of ethics that we expect all of our directors, officers and employees to follow, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Business Conduct and Ethics is posted on our website at www.midwestonefinancial.com, under “Corporate Information - Governance Documents.” We intend to satisfy the disclosure requirements under Item 5.05(c) of Form 8-K regarding any amendment to or waiver of the code with respect to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and persons performing similar functions, by posting such information on our website.

Compensation-Related Governance Policies

Equity Ownership Guidelines

The Compensation Committee believes it is important for the long-term success of MidWestOne Financial to align the financial interests of the Company’s executives with those of its shareholders. MidWestOne Financial’s stock ownership guidelines articulate the expectation that executives and non-employee directors own an amount of our common stock equal to a multiple of the annual base salary for NEOs and the annual cash retainer for non-employee directors. NEOs and non-employee directors are expected to make continuing progress towards compliance with the guidelines. In the event that an NEO or non-employee director does not hold the required number of shares, a minimum number of shares issued under the long-term incentive plan must be retained until the guidelines are met. These retention ratios are presented in the table below. The Compensation Committee regularly reviews these guidelines to ensure consistency with governance best practices, market conditions, and peer bank policies. The Compensation Committee monitors compliance on an annual basis.

Non-Executive Directors

5 times Annual Cash Retainer

75% retention ratio

Chief Executive Officer

5 times Annual Base Salary; includes unvested shares

75% retention ratio

Other Named Executive Officers

3 times Annual Base Salary; includes unvested shares

50% retention ratio

Insider Trading Policy

The Company has adopted an insider trading policy that restricts open market transactions in Company stock beginning two weeks before the last day of quarter-end and ending two trading days after quarterly earnings have been made public. A complete copy of the policy is included as exhibit 19.1 to the Company’s Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024.

Anti-Hedging Policy

Our insider trading policy prohibits our directors, officers and employees from entering into any hedging transaction with respect to any of the Company’s securities. This prohibition includes the direct or indirect purchase or use of stock options, prepaid variable forward contracts, equity swaps, collars, exchange funds or any other instruments designed to offset any decrease in the market value of the Company’s securities.

Clawback Policy

The Company maintains a robust clawback policy, which was amended in August 2023 to be consistent with the requirements of Exchange Act Rule 10D-1 and Nasdaq Listing Standards. The policy provides the board with the authority to recover incentive compensation paid to any NEO or participant in an incentive compensation plan in circumstances where there has been a restatement of the Company’s financial results as reported to the SEC or where such person has engaged in specified misconduct. The policy applies to incentive compensation based on the achievement of performance criteria and includes cash bonus payments and equity incentive compensation.

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AUDIT COMMITTEE REPORT

In 2023, the Audit Committee was comprised of four members of the board of the Company. In 2024, the Audit Committee will be comprised of five members of the board of the Company, upon the retirement of Mr. Donohue, effective at the Annual Meeting, and upon the election and subsequent appointment to the Audit Committee of Messrs. Ahmed and Chaney. All the members of the Audit Committee are independent from management and the Company, as independence is currently defined in the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. The Audit Committee is governed by a charter. A copy of the charter is available on the Company’s website at www.midwestonefinancial.com.

The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. The Audit Committee reviewed and discussed with management and the Company’s independent registered accounting firm, referred to in this report as the external auditor, the Company’s annual and quarterly SEC reports on Forms 10-K and 10-Q including the Company’s financial statements and disclosures prior to their public release. The Audit Committee also reviewed and discussed with management, where appropriate, other selected SEC filings and public disclosures regarding financial matters, such as earnings releases, prior to their public release. The Audit Committee reviewed and discussed with Company management and the external auditor the changes in accounting rules or standards that could materially impact the Company’s financial statements and the implementation of those rules or standards.

The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal auditors and the Company’s external auditor. The Audit Committee discussed with the Company’s internal auditors and external auditor the overall scope for their respective audits. The Audit Committee meets with the internal auditors and external auditor, with and without management present, to discuss results of their examinations, their evaluations of the Company’s internal control, and overall quality of the Company’s financial reporting. All audit and non-audit services performed by the external auditor of the Company require approval of the Audit Committee.

As part of its oversight responsibility, the Audit Committee engages in an annual evaluation of the external auditor’s qualifications, performance and independence, and considers whether continued retention of the Company’s independent registered public accounting firm is in the best interest of the Company. The Audit Committee is also involved in the selection of the lead engagement partner. While RSM US LLP has been retained as the Company’s independent registered public accounting firm since 2013, in accordance with SEC rules and RSM US LLP’s policies, the firm’s lead engagement partner rotates every five years. In assessing RSM US LLP’s qualifications, performance and independence in 2023, the Audit Committee considered, among other things:

•the length of time RSM US LLP has been engaged;

•RSM US LLP’s independence and objectivity;

•RSM US LLP’s industry specific experience;

•historical and recent performance, including the extent and quality of RSM US LLP’s communications with the Audit Committee, and feedback from management regarding RSM US LLP’s overall performance;

•external data on audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) inspection reports on the firm; and

•the appropriateness of RSM US LLP’s fees, including those related to non-audit services.

The Audit Committee believes that the continued retention of RSM US LLP as our independent registered public accounting firm is in the best interests of the Company and our shareholders.

The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2023 with our management and RSM US LLP, the independent registered public accounting firm that audited our financial statements for that period. The Audit Committee has also discussed with RSM US LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, and has received the written disclosures and the letter from RSM US LLP required by the applicable requirements of the PCAOB regarding RSM US LLP’s communications with the Audit Committee concerning independence and has discussed with RSM US LLP its independence. Based on the review and discussions with management and RSM US LLP, the Audit Committee has recommended to the board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

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Submitted by:

The MidWestOne Financial Group, Inc. Audit Committee

Richard R. Donohue (Chair)

Larry D. Albert

Matthew J. Hayek

Tracy S. McCormick

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion & Analysis (“CD&A”) section describes MidWestOne Financial Group’s compensation philosophy and policies as applicable to the NEOs listed in the Summary Compensation Table on pages 26-27. It explains the structure of each material element of compensation and provides context for the more detailed disclosure tables and specific compensation amounts which follow this CD&A.

MidWestOne Financial Group and MidWestOne Bank share an executive management team. The members of the executive management team, including the NEOs, are compensated by the Bank, not by MidWestOne Financial. The terms of our executives’ total compensation packages are determined and approved by the Compensation Committee (the “Committee”) based on each executive’s individual performance and roles for both MidWestOne Financial and MidWestOne Bank.

Named Executive Officers

In this CD&A and the executive compensation tables that follow, our five named executive officers (“NEOs”) are:

•Charles N. Reeves III, Chief Executive Officer

•Len D. Devaisher, President and Chief Operating Officer

•Barry S. Ray, Senior Executive Vice President and Chief Financial Officer

•Gary L. Sims, Executive Vice President and Chief Credit Officer

•David E. Lindstrom, Executive Vice President, Consumer Banking

2023 Business Highlights

•Earned net income of $20.9 million, or $1.33 per diluted common share;

•7.5% loan growth, driven by an expansion of our banking teams across our major markets;

•Net charge-off ratio declined 10 basis points from the prior year, to 0.09%;

•Wealth Management revenue and assets under administration growth of 9% and 10%, respectively, from the prior year, largely driven by teams recruited over the last two years;

•Balance sheet repositioned from the sale of $346.9 million of securities, proceeds utilized to purchase higher yielding securities and reduce borrowings; and

•Announced the sale of our Florida operations, with the proceeds to be reinvested in the acquisition of Denver Bankshares, Inc.

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The charts below illustrate selected Company financial data over the past six years.

(1)A non-GAAP measure. See pages 47 and 48 of the Company’s Form 10-K for the year ended December 31, 2023 and pages 53 through 55 of the Company’s Form 10-K for the year ended December 31, 2020, for a reconciliation to the most comparable GAAP equivalent.

2023 Say-On-Pay

Say-on-pay is a mandatory but non-binding advisory shareholder vote on executive compensation as part of the Dodd-Frank Act. At the 2023 Annual Meeting of Shareholders, 93.9% of the votes were cast in favor of the non-binding, advisory proposal to approve the compensation of certain executive officers. MidWestOne Financial, the board of directors and the Committee pay careful attention to communications from shareholders, including the results of these advisory votes, and believe that the vote reflects support by our shareholders of our compensation philosophy and practices.

Compensation Program Governance

The Committee reviews its policies and practices on a regular basis to ensure they are consistent with strong corporate governance standards. This assessment includes advice from our compensation consultant, Frederic W. Cook & Co., Inc. (“F.W. Cook”), Chicago, IL, on industry best practices regarding governance and executive compensation.

What We Do:

•Align the interests of executives and shareholders without creating undue risk

•Establish incentive plan performance metrics using robust financial and strategic goals

•Retain an independent compensation consultant to advise the Committee

•Analyze compensation program data of our industry peers

•Conduct an annual say-on-pay advisory vote

•Conduct annual risk assessments

•Maintain a clawback policy

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•Maintain an insider trading policy

•Maintain stock ownership guidelines for executives and directors

What We Don’t Do:

•Reward executives for taking inappropriate and unnecessary risk

•Provide multi-year guaranteed salary increases or guaranteed incentives

•Provide uncapped incentive award payments

•Pay for below-threshold performance

•Pay dividends while equity awards are unvested

•Permit hedging of our stock by executives or directors

•Provide excessive perquisites for executives or directors

Compensation Philosophy and Objectives

Our compensation philosophy is to provide competitive compensation that rewards executives for performance and the management of risk and to align the interests of our executives with those of our shareholders. The Committee believes our executive compensation program supports the Company’s achievement of sustained, long-term financial success and the overall goal of increasing shareholder value.

MidWestOne Financial’s executive compensation program is designed and structured to:

•Attract, retain and motivate highly qualified executives;

•Align executive interests with shareholder interests;

•Link overall compensation to Company performance;

•Emphasize goal-based performance incentives aligned with annual and long-term results and strategic objectives;

•Provide flexibility to recognize, differentiate, and reward individual performance;

•Create alignment among top executives;

•Maintain the highest level of ethical standards and conduct; and

•Mitigate undue risk to MidWestOne Financial.

The Committee continues to be mindful of the importance of an executive compensation program that is designed to include incentives that do not threaten the value of MidWestOne Financial or the investments of our shareholders. In its development and review of compensation elements for key executives, the Committee uses as a reference the Guidance on Sound Incentive Compensation Policies jointly issued by the financial institution regulatory agencies in 2010. This document establishes a framework for assessing the soundness of incentive plans, programs, and arrangements maintained by financial institutions, and encourages balanced risk-taking incentives compatible with effective controls and risk management and with general principles of strong corporate governance. The Committee meets with MidWestOne Financial’s Chief Risk Officer annually to review and discuss the management of any risks associated with our compensation program. The Committee has concluded that the Company’s incentive programs are consistent with the principles set forth in the regulatory guidance and with overall corporate objectives and are reasonably unlikely to have a material adverse effect on MidWestOne Financial.

Compensation Process

Role of Compensation Committee. The Committee is responsible for the development and oversight of the Company’s executive compensation programs. It reviews and approves the compensation of executive officers, including the NEOs, for the current year and sets goals and payout levels for the following year. In conducting its review, the Committee considers quantitative performance results, the officer’s individual contributions and level of responsibility, and competitive market data. In setting goals and payout levels, the Committee considers the Company’s financial forecast, strategic initiatives, peer group data, and macroeconomic conditions. In general, the Committee is guided by sound risk management, industry best practices, peer group data and Company performance when making decisions about executive compensation.

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Role of Executive Officers in Compensation Decisions. The Committee is responsible for all compensation decisions affecting our NEOs. For each executive other than himself, the CEO presents annual evaluations of such executives and makes recommendations to the Committee regarding their compensation. This assessment considers each executive’s efforts in achieving his or her individual goals for the year and the executive’s contribution to the financial performance and long-term success of MidWestOne Financial. No executive officer, including the CEO, participates in any recommendation, discussion, or decision with respect to his or her own compensation or benefits. The Committee independently reviews the CEO’s annual performance assessment, which is prepared by Ms. McCormick with input from the full board. As with the reviews of the other NEOs, the assessment considers the CEO’s individual performance and contribution to the overall performance and long-term success of MidWestOne Financial. Based on the review, the Committee determines the CEO’s compensation for the year. The Committee then reports its NEO compensation decisions to the full board of directors. Performance metrics and goals for the upcoming year are developed in consultation with the CEO, taking into consideration the strategic and financial objectives of MidWestOne Financial.

Role of Independent Consultant. The Committee believes that it is important to obtain objective, independent guidance in carrying out its responsibilities and under its charter, the Committee has the authority to hire outside consultants and independent advisors to provide advice and recommendations on executive and director compensation.

In 2023, the Committee continued to retain the compensation consulting services of F.W. Cook, to provide information on compensation trends and best practices for executives and directors and to help review and analyze our executive compensation practices and procedures. Services provided by F.W. Cook included assessment of the Company’s peer group banks and recommendations for changes, and analysis of each component of NEO compensation compared to that paid by the peer group banks.

The Committee reviewed F.W. Cook’s independence in accordance with the Committee’s charter and applicable Nasdaq rules and determined that there were no conflicts of interest that would impair its independence.

Peer Group Benchmarking. The Committee, with guidance from F.W. Cook, annually reviews its designated peer group. The Committee uses the peer group to analyze the competitiveness of our executive compensation program in terms of pay levels and program design. The peer group companies are selected using objective criteria that consider MidWestOne Financial’s asset size, business lines, and geographical footprint. The annual review resulted in a peer group for 2023 that is unchanged from 2022.

The 2023 peer group included:


			Community Trust Bancorp, Inc., Pikeville, KY			Independent Bank Corporation, Grand Rapids, MI
			Equity Bancshares, Inc., Wichita, KS			Lakeland Financial Corporation, Warsaw, IN
			First Busey Corporation, Champaign, IL			Mercantile Bank Corporation, Grand Rapids, MI
			First Financial Corporation, Terra Haute, IN			Midland States Bancorp, Inc., Effingham, IL
			First Mid Bancshares, Inc., Mattoon, IL			National Bank Holdings Corporation, Greenwood Village, CO
			German American Bancorp, Inc., Jasper, IN			Nicolet Bankshares, Inc., Green Bay, WI
			Great Southern Bancorp, Inc., Springfield, MO			QCR Holdings, Inc., Moline, IL
			Hills Bancorporation, Hills, IA			Stock Yards Bancorp, Louisville, KY
			Horizon Bancorp, Michigan City, IN			West Bancorporation, Inc., West Des Moines, IA