MOFG DEF 14A Report ended Dec. 31, 2019

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	to elect five Class I members of the board of directors for terms expiring at the 2023 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 ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 ; and

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

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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 of shareholders.

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

A:

We have made the proxy materials available to you over the Internet because on February 20, 2020 , the record date for the annual meeting, you owned shares of MidWest One 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 16, 2020 . It also gives you information concerning the matters to assist you in making an informed decision.

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

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

A:

You are being asked to vote on: (i) the election of five Class I members of our board of directors for terms expiring at the 2023 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); and (iii) the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 . These matters are more fully described in this proxy statement.

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, 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.

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 and say-on-pay proposal 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.

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 295,654 , or 1.8% , 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, 295,654 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,

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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. 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.

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 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).

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 five 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:	Except with respect to the election of directors, you may vote “for,” “against” or “abstain” on each proposal properly brought before the meeting. 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.

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Q:	How many votes are needed for each proposal?

A:

Except with respect to the election of directors, each matter that arises at the annual meeting will be approved if the votes cast favoring the action exceed the votes cast opposing the action. Directors will be elected by a plurality of the votes cast, and the five individuals receiving the highest number of votes cast “for” their election will be elected as directors of MidWest One . Please note, however, that because the say-on-pay vote is advisory, the outcome of such vote will not be binding on the board of directors or the Compensation Committee.

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

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

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 or by telephone. 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.

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•	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.

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•	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 their duties and responsibilities effectively, and should be committed to serve on the board for an extended period of time; and

•	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.

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•	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 PCAOB inspection reports on the firm; and

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

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•	Charles N. Funk, President and Chief Executive Officer

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

•	James M. Cantrell, Senior Executive Vice President, Chief Investment Officer and Treasurer

•	David E. Lindstrom, Executive Vice President, Retail Banking of the Bank

•	Gregory W. Turner, Executive Vice President, Wealth Management and Corporate Communications of the Bank

•	Completed the acquisition of Dubuque, Iowa based ATBancorp, adding $1.1 billion of loans and expanding trust operations;

•	Achieved record earnings per share (“EPS”) and net income, and improved profitability metrics;

•	Improved loan net charge-offs to 0.23% of average loans in 2019, down from 0.26% in 2018; and

•	Increased fee income with ATBancorp acquisition.

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•	deliver a consistent and competitive return to our shareholders;

•	maintain an environment which encourages and promotes stability and a long-term perspective for both the Company and our management team;

•	provide a competitive compensation program, which is motivating for officers and staff members, and gives us the flexibility to:

•	encourage the performance and success of each individual in support of our goals and strategic plan;

•	hire and retain key personnel critical to our long-term success;

•	emphasize goal-based performance objectives, including incentive compensation programs aligned with management’s strategic plan and focused efforts; and

•	mitigate undue risk to the Company with respect to all compensation practices and programs; and

•	sustain exemplary management practices which:

•	fulfill appropriate and necessary oversight responsibility to the constituents of MidWest One Financial (shareholders, customers, employees, regulators, and communities);

•	maintain the highest level of ethical standards and conduct according to our overall corporate policies; and

•	avoid any implied or real conflict between management’s responsibilities to the Company and each person’s personal interests.

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•

With respect to Mr. Funk, the Committee considered his leadership in the integration of ATBancorp, achievement of the anticipated cost savings associated with the acquisition, improvement in credit processes and metrics, improvement in retail banking across the footprint, continued execution of the Company’s strategic plan, ongoing development and advancement of acquisition opportunities, senior management development and succession planning. The Committee awarded Mr. Funk a payout of 150% of target for the discretionary component.

•	With respect to Mr. Ray, the Committee considered his leadership in the integration of the ATBancorp acquisition and his strategic repositioning, development and staffing of the finance department. The Committee awarded Mr. Ray a payout of 110% of target for the acquisition integration and 125% of target for the discretionary component.

•

With respect to Mr. Cantrell, the Committee considered his continued success in the management of the investment portfolio relative to peers, his superior asset liability and net interest margin management, and his contributions to the executive management team in the integration of ATBancorp. The Committee awarded Mr. Cantrell a payout of 116.7% of target for investment portfolio management, 100% of target for asset liability and net interest margin management, and 125% of target for the discretionary component.

•

With respect to Mr. Lindstrom, the Committee considered the improvement in the retail employee engagement survey results and coordination of retail planning, strategy and execution across the footprint, as well as his contributions to the executive management team in the integration of ATBancorp. The Committee awarded Mr. Lindstrom a payout of 75% of target for retail employee engagement and collaboration, and 135% of target for the discretionary component.

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With respect to Mr. Turner, the Committee considered his leadership of the wealth management division and specifically the achievement of trust and investment services profitability in excess of budget, improvement in the development and execution of a robust marketing strategy, and his contributions to the executive management team in the integration of ATBancorp. The Committee awarded Mr. Turner 147% of target for trust department profitability, 150% of target for investment services profitability, 75% of target for marketing strategy, and 125% of target for the discretionary component.

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•	Mr. Funk was awarded $250,000 in RSUs and PSUs.

•	Mr. Ray was awarded $85,000 in RSUs and PSUs.

•	Mr. Cantrell was awarded $75,000 in RSUs and PSUs.

•	Mr. Lindstrom was awarded $70,000 in RSUs and PSUs.

•	Mr. Turner was awarded $70,000 in RSUs and PSUs.

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(1)	Mr. Turner was not a named executive officer in 2017 or 2018. Messrs. Ray and Lindstrom were not named executive officers prior to 2018.

(2)	The amounts set forth in the "Bonus" column attributable to the year ended December 31, 2019 for Messrs. Funk, Ray, Cantrell, and Lindstrom reflect discretionary bonuses for merger-related performance as discussed further in the Compensation Discussion and Analysis section beginning on page 15 .

(3)

The amounts set forth in the “Stock Awards” column and the “Option Awards” column reflect the grant date fair value of awards granted during the years ended December 31, 2019 , 2018 and 2017 , in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in Note 15 to our consolidated financial statements for the year ended December 31, 2019 , which is located on pages 95 through 96 of our Annual Report on Form 10-K for the year ended December 31, 2019 .

(4)	The amounts set forth in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column are above-market interest, as determined for proxy disclosure purposes only, accrued under the SERP for Mr. Funk during the year.

(5)	All other compensation for the NEOs attributable to the fiscal year 2019 is summarized below.

(i)	Includes the incremental cost related to the use of a Company-owned automobile for Messrs. Funk, Ray, Lindstrom, and Turner

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(1)

The amounts set forth in the "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" columns reflect the threshold, target, and maximum payouts for performance under the bonus plan as described in the section titled “Cash Incentive Awards-Bonuses” in the CD&A above. The amount earned by each NEO for 2019 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

(1)	The table below shows the remaining vesting schedule for unvested restricted stock units granted on February 15, 2016.

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(2)	The market value of shares is based on a closing stock price of $36.23 on December 31, 2019 .

(1)	The "Aggregate Earnings in Last FY" column includes above-market interest also reported in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table for fiscal year 2019. The above-market interest amount for Mr. Funk is $763.

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(2)	The "Aggregate Balance at Last FYE" column includes above-market interest also reported in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table for fiscal years 2018 and 2017. The above-market interest amounts for Mr. Funk for fiscal years 2018 and 2017 were $1,711 and $1,543, respectively.

(1)

This column reflects the value of unvested restricted stock unit awards that would vest (a) upon the executive’s death or disability, (b) in connection with the executive’s normal retirement (where approved by the Compensation Committee), or (c) in connection with a change in control if either the awards were not assumed and continued by the surviving organization or the executive had an Involuntary Termination.

(2)	“Involuntary Termination” refers to a voluntary resignation by the executive for “good reason” or an involuntary termination by MidWest One Financial other than for “cause” either of which occurs other than in connection with a change in control.

(3)	The amount reflected here is the “normal retirement” monthly benefit that would be paid to Mr. Funk in a series of 180 installments if his employment with the Company terminated due to his retirement as of December 31, 2019 .

(4)	The employment agreements with our named executive officers include a provision that will limit the amount of payments or benefits received by an NEO in connection with a change in control to $1.00 less than the amount that would result in the application of an excise tax under applicable provisions of sections 280G and 4999 of the Internal Revenue Code.

(5)	The amount reflected here is the “normal retirement” monthly benefit that would be paid to Mr. Funk’s estate in a series of 180 installments if his employment with the Company terminated due to his death as of December 31, 2019.

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•	Accrued salary and PTO pay.

•	Distributions of plan balances under our 401(k) plan and the executive deferred compensation plan. See “Nonqualified Deferred Compensation Table” on page 27 for information on current account balances and an overview of the deferred compensation plan.

•	All unvested stock options shall become immediately 100% vested and an employee shall have a period of one (1) year following such termination during which to exercise his or her vested stock options.

•	Any unvested restricted stock units outstanding at the time of an employee’s termination due to death or disability shall become immediately 100% vested upon such termination.

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(1)	As our President and Chief Executive Officer, Mr. Funk receives no additional compensation for service on our board of directors. His compensation is included in the Executive Compensation section of this proxy statement found on pages 25 to 30.

(2)	The amounts set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded on May 15, 2019 valued in accordance with FASB ASC Topic 718.

(3)	Amounts reported include above-market interest, as determined for purposes of proxy disclosure rules only, accrued under the Director Deferred Fee Plan during the year.

(4)	These amounts include fees, if any, for service on the board of directors of MidWest One Bank.

(5)	Ms. Godwin and Mr. Hayek joined the board in April 2019.

(6)	Messrs. Greeff and Hartig joined the board in May 2019.

(7)	Ms. Hauschildt joined the board in January 2019.

(8)	Messrs. Schwab and Zaiser retired from the board in April 2019.

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(1)	Amount for Mr. Weise includes outstanding employee equity awards.

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(1)	The information contained in this column is based upon information furnished to us by the persons named above and as shown on our transfer records. The nature of beneficial ownership for shares shown in this column, unless otherwise noted, represents sole voting and investment power.

(2)	The total number of shares of common stock issued and outstanding on February 20, 2020 , was 16,167,564 .

(3)	Includes 4,749 shares allocated to his ESOP account, 103,779 shares for which Mr. Funk shares voting and investment power with his spouse.

(4)	Includes 9,872 shares for which Mr. Albert shares voting and investment power with his spouse.

(5)	Includes 20,468 shares owned by Mr. Donohue’s spouse.

(6)	Includes 1,500 shares held in a brokerage margin account for Mr. Greeff.

(7)	Includes 100 shares held in his spouse’s trust and 1,000 shares held in his personal trust.

(8)	Includes 150 shares held in an IRA for Mr. Kaeding.

(9)	Includes 2,600 shares for which Mr. True shares voting and investment power with his spouse.

(10)	Includes 11,500 shares owned by Mr. Weise’s spouse, 11,500 shares held in his revocable trust, and 497 shares allocated to his ESOP account.

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(11)	Includes 500 shares held in his IRA and 2,507 shares allocated to his ESOP account. Also includes 9,921 shares for which Mr. Cantrell shares voting and investment power with his spouse.

(12)	Includes 420 shares held in his IRA and 2,065 shares allocated to his ESOP account. Also includes 4,241 shares for which Mr. Turner shares voting and investment power with his spouse.

(1)	Based on the total number of shares of common stock issued and outstanding on February 20, 2020 , of 16,167,564 .

(2)	Based on a Schedule 13G filed with the SEC on February 2, 2018. Excludes 60,325 shares owned by Mr. Koza’s spouse, over which Mr. Koza disclaims beneficial ownership. Includes 202,840 shares owned by Mr. Koza individually, and 619,560 shares held in trusts over which Mr. Koza holds sole investment and voting power. Mr. Koza retired from the Board in April 2014 and now serves as Director Emeritus.

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(a)	the number of securities to be issued upon the exercise of outstanding options, warrants and rights;

(b)	the weighted-average exercise price of such outstanding options, warrants and rights; and

(c)	other than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plans.

(1)	The number of securities to be issued as shown in column (a) represents no outstanding options and 89,790 nonvested restricted stock units. The weighted-average exercise price shown in column (b) reflects only the weighted-average exercise price of the outstanding options and does not take into account the grant date fair value of the outstanding nonvested restricted stock units.

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