Business Context and Reporting Period
This Form 8-K filing by Midland States Bancorp, Inc. (MSBI) reports a material corporate governance event dated March 5, 2026. The filing addresses the departure of the Chief Financial Officer and the appointment of an interim successor.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive personnel changes and does not contain financial performance data.
Material Changes
- Departure: Eric Lemke was terminated from his position as Chief Financial Officer (CFO) and principal financial/accounting officer effective March 5, 2026.
- Appointment: Claire Stack was appointed as Vice President – Chief Accounting Officer and interim Chief Financial Officer effective March 5, 2026.
- Experience: Ms. Stack joined the Company in November 2025 as Corporate Controller and brings over 15 years of experience in financial services, including prior roles at Steelcase, Inc., CliftonLarsonAllen LLP, PricewaterhouseCoopers LLP, and KPMG LLP.
Guidance, Outlook, and Compensation Arrangements
The filing details a Change of Control Agreement entered into with Ms. Stack:
- Term: Initial term through December 31, 2026, with automatic one-year renewals unless notice is provided 90 days prior to renewal.
- Change in Control: If a change in control occurs, the agreement remains effective for one year post-event. Upon qualifying termination in connection with a change in control, Ms. Stack is entitled to a payment equal to 150% of the sum of her salary plus the average of her bonus payments for the prior three years, plus up to 12 months of COBRA coverage.
- Standard Termination: For terminations not related to a change in control, severance is governed by the Company's general severance plan.
- Restrictions: Ms. Stack is subject to non-solicitation and non-competition restrictions for 12 months following termination.
Investor Verification Checklist
- Verify the effective date of Eric Lemke's termination and the transition plan for the CFO role.
- Review the full text of the Change of Control Agreement (Exhibit 10.4 to the 2025 Form 10-K) for specific compensation figures and conditions.
- Monitor subsequent filings for the appointment of a permanent Chief Financial Officer.
- Confirm that no other undisclosed financial or operational issues contributed to the CFO's termination.