8-K: Midland States Bancorp Names Interim CFO

Midland States Bancorp, Inc. announced the termination of its Chief Financial Officer, Eric Lemke, and the appointment of Claire Stack as interim Chief Financial Officer and Chief Accounting Officer.

Summary

• Eric Lemke was terminated from his position as Chief Financial Officer of Midland States Bancorp, Inc. and its wholly owned subsidiary, Midland States Bank, on March 5, 2026.
• Claire Stack, age 37, was appointed Vice President – Chief Accounting Officer and interim Chief Financial Officer, effective March 5, 2026, and will serve as the company's principal financial officer and principal accounting officer.
• Ms. Stack joined the company in November 2025 as Corporate Controller.
• She brings more than fifteen years of accounting and finance leadership experience within the financial services sector, including public bank accounting, SEC reporting, internal controls, and audit and regulatory compliance.
• Ms. Stack is a Certified Public Accountant (CPA) and previously held senior leadership positions at Steelcase, Inc., CliftonLarsonAllen LLP, Agracel, Inc., PricewaterhouseCoopers LLP, and KPMG LLP.
• In connection with her appointment, the company entered into a Change of Control Agreement with Ms. Stack, providing for an initial term through December 31, 2026, with automatic one-year renewals thereafter.
• The agreement includes non-solicitation and non-competition restrictions for 12 months following Ms. Stack's termination of employment.
• Severance provisions include a payment equal to 150% of the sum of her salary plus the average of her bonus payments for the prior three years, if terminated in connection with a change of control, along with COBRA coverage for up to 12 months.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development. While the termination of a CFO can be a concern, the immediate appointment of an experienced internal candidate as interim CFO provides stability and continuity, mitigating potential negative impacts.

Positives

• Appointment of an experienced professional, Claire Stack, with over 15 years in financial services, public bank accounting, SEC reporting, and internal controls, as interim CFO and Chief Accounting Officer.
• Ms. Stack is a Certified Public Accountant (CPA), indicating strong foundational qualifications and expertise.
• The company has a clear succession plan in place for key financial roles, ensuring continuity during the transition.

Negatives

• The termination of the previous Chief Financial Officer, Eric Lemke, without stated cause, could raise questions about management stability or performance.
• The interim nature of Ms. Stack's CFO role suggests a permanent replacement search may still be ongoing, potentially creating uncertainty regarding long-term leadership.

Risks

• Uncertainty regarding the long-term CFO position if Ms. Stack's interim role is not made permanent, which could impact investor confidence.
• Potential disruption during the transition period as a new CFO takes over responsibilities and integrates fully into the executive team.
• The termination of a key executive like the CFO can sometimes signal underlying operational or financial issues, though none are explicitly stated in the filing.

Future Outlook

The filing primarily details a management change and the terms of the new interim CFO's employment agreement, including severance and non-compete clauses. It does not provide forward-looking statements regarding financial performance, strategic guidance, or operational outlook for the company.

Industry Context

StockSavvy.ai notes that executive leadership changes, particularly in critical roles like CFO, are common in the financial services sector. The appointment of an internal candidate, even on an interim basis, can signal a focus on continuity and leveraging existing talent, which is often viewed favorably compared to an external search that might take longer. The detailed severance package for the interim CFO is standard practice for senior executives in the banking industry, especially those with change of control provisions.

Comparison to Industry Standards

• The appointment of an interim CFO from within the company, specifically the Corporate Controller, aligns with common practices in the banking industry for ensuring continuity during executive transitions. Many regional banks, such as First Financial Bancorp or Old National Bancorp, have similarly promoted internal candidates to interim or permanent CFO roles, leveraging their institutional knowledge.
• The inclusion of a Change of Control Agreement with severance provisions, including 150% of salary plus average bonus for a qualifying termination, is a standard competitive practice for attracting and retaining senior financial executives in the U.S. banking sector, comparable to agreements seen at institutions of similar size.
• The non-solicitation and non-competition clauses for 12 months post-termination are also standard in the industry to protect proprietary information and client relationships, mirroring policies at peers like Wintrust Financial Corporation or Associated Banc-Corp.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: May view the appointment of an experienced interim CFO positively for continuity, but the unstated reason for the previous CFO's termination could introduce minor uncertainty.
• Employees: The change in a key leadership role might lead to internal adjustments, but the appointment of an internal candidate could also be seen as an opportunity for internal talent.
• Customers: Unlikely to have a direct impact on customer relationships or services.
• Creditors: The stability provided by an interim CFO with strong qualifications helps maintain confidence in financial reporting and management.

Next Steps

• The company will continue to operate with Claire Stack serving as interim Chief Financial Officer and Chief Accounting Officer.
• The Change of Control Agreement for Ms. Stack will automatically renew annually unless notice of nonrenewal is provided.
• The company may conduct a search for a permanent Chief Financial Officer.

Key Dates

Recommendation

The filing reports a significant management change with the termination of the CFO and the appointment of an interim replacement. While the new interim CFO, Claire Stack, brings extensive experience and strong qualifications, the unstated reason for the previous CFO's departure introduces a degree of uncertainty. The immediate appointment of an internal candidate provides continuity, which is a positive, but the interim nature of the role suggests a permanent solution is still pending. Investors should hold to observe the stability of the new financial leadership and await further clarity on the long-term CFO position and any potential strategic shifts.

Keywords

Midland States Bancorp, MSBI, CFO change, Chief Financial Officer, Chief Accounting Officer, Claire Stack, Eric Lemke, Executive appointment, Corporate governance, Financial services, Banking, SEC filing, 8-K