UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

First Business Financial Services, 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):
ýNo fee required.
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NOTICE OF 20162021 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT














FIRST BUSINESS FINANCIAL SERVICES, INC.
401 Charmany Drive
Madison, WI 53719
April 1, 2016
March 9, 2021

Dear Fellow Shareholder:

You are cordially invited to attend the 2016 annual meeting2021 Annual Meeting of shareholdersShareholders (“Annual Meeting”) of First Business Financial Services, Inc. (the “Company”), which on Friday, April 30, 2021 at 10:00 a.m. CDT.To provide expanded access, improved communication, and cost savings for our shareholders and the Company, we are holding the Annual Meeting via a virtual meeting format. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any geographic location.There is no physical location for the meeting, but you will be held at 4:00 P.M.able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting www.meetingcenter.io/269930206, local time, on Monday, May 16, 2016 atentering your control number and the Monona Terrace Community and Convention Center located at One John Nolen Drive, Madison, Wisconsin. Atpassword, FBIZ2021.

Although 2020 presented unprecedented challenges related to the annual meeting, we will reviewCOVID-19 pandemic, the Company’s activities during the past yearemployees dedicated themselves to supporting each other and shareholders will be given an opportunityour clients in exceptional ways to address questionsdeliver for our clients, our communities, and our shareholders.We encourage you to the Company’s management.
We are using the Securitiesreview "The Company's Approach to Social Responsibility and Exchange Commission (“SEC”) rule that allows us to furnish proxy materials to shareholders over the Internet. On or about April 1, 2016, we will begin mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to our shareholders informing them that our Proxy Statement and the 2015 Annual Report on Form 10-K along with voting instructions, are available online. This means that our shareholders will receive only the Notice containing instructions on how to access the proxy materials over the Internet and vote online. If you receive this Notice, but would still like to request paper copiesHuman Capital Management" section of the proxy materials, please followstatement for additional information describing how the instructions onCompany and employees responded during the Notice or on the website referred to in the Notice. On or about April 15, 2016, we will also mail a proxy card to all registered shareholders, but not the proxy materials, that will allow voting of shares by completing and returning the proxy card. By delivering proxy materials electronically to our shareholders, we can conserve natural resources and reduce the costs of printing and distributing the proxy materials, while providing our shareholders with access to the proxy materials in a fast, easily accessible and efficient manner.
COVID-19 pandemic.

The Board of Directors of the Company recommends that you vote your shares “FOR”“FOR” all the nominees listed in proposalone, and “FOR” proposals two, three, and three.four.

Your continued support is appreciated and we hope you will attend the annual meeting.Annual Meeting. Whether or not you are personally present,attend, it is very important that your shares are represented at the meeting. Accordingly, please vote your shares by following the instructions on the Notice. Notice of Annual Meeting of Shareholders. Your vote is important. Please join us and the Board of Directors in supporting these proposals.

Sincerely,
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Jerry KilcoyneCorey Chambas
Board ChairPresident and Chief Executive Officer
Jerry Smith
Chair of the Board

Corey Chambas
President and Chief Executive Officer





FIRST BUSINESS FINANCIAL SERVICES, INC.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 16, 2016
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Date and Time
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Place
Friday, April 30, 2021Virtual Meeting
10:00 a.m. CDTwww.meetingcenter.io/269930206
Password: FBIZ2021
To the Shareholders of First Business Financial Services, Inc.:

NOTICE IS HEREBY GIVENthat the annual meetingAnnual Meeting of shareholders of First Business Financial Services, Inc. (the “Company”Shareholders (“Annual Meeting”) will be held at 10:00 a.m., Central Daylight Saving Time (“CDT”) on Monday, May 16, 2016, at 4:00 P.M., local time, atFriday, April 30, 2021. There is no physical location for this meeting, but shareholders may participate in the Monona Terrace Communityvirtual meeting by logging in using the information included above. Additional instructions on how to attend the Annual Meeting follow this notice. Shareholders as of the record date, can participate online, vote shares electronically, and Convention Center located at One John Nolen Drive, Madison, Wisconsin 53703, forsubmit questions prior to and during the following purposes:meeting.

Matters to be Voted on:
1.To elect threethe four Class III directorsII director nominees named in the proxy statement, each to hold office until the 2019 annual meeting2024 Annual Meeting of shareholdersShareholders and until their successors are duly elected and qualified.

2.To act upon a proposal to approve an amendment to the First Business Financial Services, Inc. 2019 Equity Incentive Plan.
2. 3.To approve in a non-binding shareholder advisory vote the compensation of the Company’s named executive officers as described in the accompanying Proxy Statement, which is referred to as a “say-on-pay” proposal.officers.

3. 4.To ratify the appointment of KPMGCrowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.2021.

4. 5.To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

TheRecord Date:
If you were a shareholder at the close of business on March 16, 2016 has been fixed as the record date for the determination of shareholders entitled to notice of, andFebruary 26, 2021, you are eligible to vote at the meeting. In the event there2021 Annual Meeting.

Your vote is an insufficient number of votes for a quorumimportant, no matter how large or to approve any of the proposalssmall your holdings may be:

To assure your representation at the time of the annual meeting, the meeting may be adjourned or postponed in order to permit the further solicitation of proxies.
You mayplease vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials.

You may vote your shares by following the instructions included within this proxy statement and on the Notice of Internet Availability of Proxy Materials or in person atyou may vote online during the 2016 annual meeting of shareholders. On or about April 15, 2016, we will also mail a proxy card to all registered shareholders, but not the proxy materials, that will allow voting of shares by completing and returning the proxy card. Annual Meeting.You may revoke your proxy and vote your shares in person at the meetingonline or by using any of the voting options provided in accordance with the instructions provided. Please review the Notice of Internet Availability of Proxy Materials and follow the directions carefully in exercising your vote.
By Order of the Board of Directors
FIRST BUSINESS FINANCIAL SERVICES, INC.lapsignature21a.jpg
Lynn Ann Parrish
Barbara M. Conley
SVP, General CounselDirector of Corporate Governance & Corporate Secretary
Madison, WisconsinMarch 9, 2021
April 1, 2016



Important Information About Voting and Annual Meeting Participation

Voting Your vote is important, no matter how largeShares
REGISTERED Shareholders:
If you are a registered holder, meaning that you hold your shares directly through our transfer agent, Computershare (not through a bank, broker, or small your holdingsother nominee), you may be. To assure your representation at the meeting, please vote by submitting your proxy:

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Online
Going to www.envisionreports.com/FBIZ and following the online instructions. You will need information from your Notice of Internet Availability or proxy card, as applicable, to submit your proxy
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By Phone
Calling the phone number located on the top of your proxy card and following the voice prompts. You will need information from your proxy card to submit your proxy
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Mail(if you received your proxy materials by mail)
Marking your vote on your proxy card, signing your name exactly as it appears on your proxy card, dating your proxy card, and returning it in the envelope provided

BENEFICIAL Shareholders:
If you are a Beneficial shareholder, meaning that you hold shares through an intermediary, such as a bank or broker (commonly referred to as holding shares in “street name”), you should have received these proxy materials from your bank or broker by mail or email with information on how to submit your voting instructions.


ANNUAL MEETING REGISTRATION AND PARTICIPATION

Registering to Attend the Annual Meeting
REGISTERED Shareholders (if your shares are held directly through our transfer agent, Computershare): As a registered shareholder, you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or Proxy Card that you received.

BENEFICIAL Shareholders(ADVANCE MEETING REGISTRATION REQUIREDno later than 5:00 p.m. CDT on Monday, April 26, 2021):If you hold shares through an intermediary, such as a bank or broker, and want to attend the Annual Meeting online with the ability to ask a question and/or vote, you have two options to submit proof of Internet Availabilityyour proxy power (“Legal Proxy”) from your broker or bank reflecting your First Business Financial Services, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. CDT on Monday, April 26, 2021. Requests for registration should be directed to Computershare at the following:

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By email:
Forward the email from your broker, or attach an image of your Legal Proxy, to:
legalproxy@computershare.com
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By mail (must be received no later than Monday, April 26, 2021):
Computershare
First Business Financial Services, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

You will receive a confirmation of Proxy Materials.your registration by email after Computershare receives your registration materials.
Important



Attending the Annual Meeting
To participate in the Annual Meeting, you will need to review the information included on your Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders, on your proxy card or on the instructions that accompanied your proxy materials. Beneficial shareholders that have pre-registered in advance and Registered shareholders will be able to Be Heldattend the Annual Meeting online by visiting www.meetingcenter.io/269930206, vote their shares, and submit questions during the Annual Meeting.

The online meeting will begin promptly at 10:00 a.m. CDT on May 16, 2016: CopiesFriday, April 30, 2021.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most up-to-date version of this Notice, Proxy Statementapplicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. If you encounter technical difficulties with the virtual meeting platform on the day of the Annual Meeting, a link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416.

Submitting Questions Prior to and During the Annual Meeting
Beginning on March 9, 2021, Beneficial shareholders that have pre-registered in advance of the Annual Meeting and Registered shareholders may submit questions by going to the virtual meeting site at www.meetingcenter.io/269930206, entering your control number and the Company’s Annual Reportpassword, FBIZ2021. Once logged in, click on Form 10-K for the fiscal year ended December 31, 2015messages icon at the top of the screen to type in your question, then click the arrow icon on the right to submit.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. The meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of First Business Financial Services, Inc. and the matters properly before the meeting, and therefore questions on such matters will not be answered. Any questions pertinent to the meeting matters that cannot be answered during the meeting due to time constraints will be answered and posted online at ir.firstbusiness.bank/presentations. The questions and answers will be available at www.envisionreports.com/FBIZ.as soon as practical after the meeting and will remain available until one week after posting.





TABLE OF CONTENTS
SOLICITATION OF PROXY, REVOCABILITY AND VOTING OF PROXIES.........................................
ITEM 1 - ELECTION OF DIRECTORS…………………………......……………………………………..
Nominees for Election at the Annual Meeting…………………………………… …………………...
Directors Continuing in Office…………………………………………………………………………...
Director Disclosures………………………………………....…………………………………………...
CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES………………………………………
Independent Directors and Meeting Attendance………………………………………..……………….
Board Leadership Structure……………………………………………………………………………..
Committees……………………………..…………………………………………………………….....
Nominations of Directors……............…………………………………..……………………………...
Board Role in Risk Oversight……………………………………………….....……………………….
CEO Succession PlanningPRINCIPAL SHAREHOLDERS…………...………………………………………………………………….
Communications with the Board of DirectorsDIRECTOR COMPENSATION…………………………………..………………………
PRINCIPAL SHAREHOLDERSTHE COMPANY'…………………………………………………………………………..S APPROACH TO SOCIAL RESPONSIBILITY AND HUMAN CAPITALMANAGEMENT
DIRECTOR COMPENSATIONThe COVID-19 Pandemic…………………………………………………………………………...
COMPENSATION DISCUSSION AND ANALYSIS……………………………………………………..
Executive Summary………………………………………………………..…………………………….
Executive Compensation Highlights……………………………………………….…………………….
Consideration of 20152020 Say on Pay……………………………………………………………………….
IntroductionExecutive Compensation Program Overview………………………………………………………………………………………………
Compensation Factors
Compensation Program Components
Compensation Philosophy and Objectives………………………………………………………………
Director and Executive Officer Stock Ownership Guidelines…………………………………….…….
No-Hedging and No-Pledging Policies………………………………………………………………….
Compensation Factors……………………………………………………………………………………
Chief Financial Officer Transition……………………………………………………………………….




Compensation Program Components………………………………………………………………….
Assessment of Compensation Risk…………………………….………………………………………
COMPENSATION COMMITTEE REPORT…………………………………………………...………...
Compensation Committee Interlocks and Insider Participation…………………………………………
EXECUTIVE COMPENSATION…………………………………………………………………………
Summary Compensation Table………………………………………………………………………..
Grant of Plan-Based Awards…………………………………………………………………………..
Outstanding Equity Awards at December 31, 2015Fiscal Year End……………………………………………………...
Option Exercises and Stock Vested in 201520……………………………………………………...……...20
Corey A. Chambas…………………………………………………………………………………….
Pamela R. Berneking……………………………………………………………………..…………...
Other Named Executive Officers……………………………………………………………………...
Tax Deductibility of Compensation…………………………………………………………………...



RELATED PARTY TRANSACTIONS……………………………………………………………………
REPORT OF THE AUDIT COMMITTEE………………………………………………………………...
MISCELLANEOUS………………………………………………………………………………………..
Independent Registered Public Accounting Firm…………………………………….………………..
Audit Committee Pre-Approval Policy………………………………………..……………………….
OTHER MATTERS……………....………………………………………………………………………..
Shareholder ProposalsOther Matters………………..…………………………………………………………………
Other MattersShareholder Proposals………………………………………….………………………………………………..






FIRST BUSINESS FINANCIAL SERVICES, INC.
401 Charmany Drive
Madison, Wisconsin 53719

PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 16, 2016April 30, 2021

SOLICITATION OF PROXY, REVOCABILITY AND VOTING OF PROXIES

This proxy statement is being furnished to shareholders by the Board of Directors (the “Board”) of First Business Financial Services, Inc. (the “Company”) beginning on or about April 1, 2016March 9, 2021 in connection with a solicitation of proxies by the Board for use at the annual meetingAnnual Meeting of shareholdersShareholders to be held on Monday, May 16, 2016,Friday, April 30, 2021, at 4:10:00 P.M.A.M., local time, at the Monona Terrace Community and Convention Center at One John Nolen Drive, Madison, Wisconsin 53703,CDT , via a virtual online meeting format, and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth in the Notice of Annual Meeting of Shareholders. InstructionsIn accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”), we furnish proxy materials, which include this proxy statement, the Notice of Annual Meeting and our Annual Report on Form 10-K for voting your shares are includedfiscal year ended December 31, 2020, to our shareholders by making such materials available on the Internet unless otherwise instructed by the shareholder. The Notice of Internet Availability of Proxy Materials (the “Notice”).

You are receiving the Notice, instead of paper copies of the proxy materials, because that we are using the Securities and Exchange Commission (“SEC”) notice and access rule that allows usmail to furnish our proxy materials over the Internet to our shareholders instead of mailing paper copies of those materials to each shareholder. The Notice is not a proxy card and cannot be used to vote your shares. To vote your shares, you should follow the instructions included on the Notice. If you received a Notice this year, you will notby mail and would like to receive paper copiesa printed copy of theour proxy materials, unless you request the materials by followingshould follow the instructions onfor requesting such materials included in the Notice, or on the website referredwhich is first being mailed to in the Notice. However,shareholders on or about April 15, 2016, we will mail a proxy card to all registered shareholders, but not the proxy materials, that will allow voting of shares by completing and returning the proxy card.March 9, 2021.

Voting your shares pursuant toin advance of the instructions contained on the NoticeAnnual Meeting will not affect a shareholder’syour right to attend and cast your vote online during the Annual Meeting and to vote in person.Meeting. However, when you vote pursuant to the proxy card or one of the methods set forth in the Notice, you appoint the proxy holder as your representative at the Annual Meeting. The proxy holder will vote your shares as you instruct, thereby ensuring that your shares will be voted whether or not you attend the Annual Meeting. PresenceAttendance at the Annual Meeting of a shareholder who has appointed a proxy does not in itself revoke a proxy. Any shareholder appointing a proxy may revoke that appointment at any time before it is exercised by: (i) giving notice thereof to the Company in writing or atduring the Annual Meeting; (ii) signing another proxy, if you voted by mailing in a proxy card, with a later date and returning it to the Company; (iii) timely submitting another proxy via the telephone or Internet, if that is the method you used to submit your original proxy; or (iv) voting in person atonline during the Annual Meeting. Even if you plan to attend the Annual Meeting online, we ask that you instruct the proxies how to vote your shares in advance of the Annual Meeting in case your plans change.

If you appointed the proxies to vote your shares and an issue comes up for a vote at the Annual Meeting that is not identified in the proxy materials, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.


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If you sign and return a proxy card or vote over the Internet or by telephone without giving specific voting instructions, the shares represented by your proxy will be voted “FOR” the threefour persons nominated for election as
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directors referred to in this proxy statement, "FOR" the approval of the proposed amendment to the 2019 Equity Incentive Plan, “FOR” the approval of the non-binding, advisory proposal on the compensation of named executive officers, which is referred to as a “say-on-pay” proposal, “FOR” the ratification of the appointment of KPMGCrowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016,2021, and on such other business matters which may properly come before the Annual Meeting in accordance with the best judgment of the persons named as proxies. Other than the above proposals, the Board has no knowledge of any matters to be presented for action by the shareholders at the Annual Meeting.

Only holders of record of the Company’s common stock,Common Stock, par value $0.01 per share (the “Common Stock”), at the close of business on March 16, 2016February 26, 2021 are entitled to vote at the Annual Meeting. On that date, the Company had outstanding and entitled to vote 8,700,1728,640,143 shares of Common Stock, each of which is entitled to one vote.

CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

The Company is committed to good corporate governance, which promotes the long-term interests of the shareholders and provides a strong foundation for business operations. All Company directors serve as directors of both the Company and its wholly-owned subsidiary, First Business Bank (“FBB” or the "Bank"), which eliminates redundancies, simplifies and streamlines governance processes and enhances the Board’s oversight of the Company’s strategic initiatives. The Corporate Governance and Nominating Committee regularly reviews governance best practices and considers and evaluates these practices in the context of maximizing long-term shareholder value when making recommendations to the Board and shareholders.

Director Selection, Qualifications and Nominations

In making recommendations to the Company’s Board with respect to nominees to serve as directors, the Corporate Governance and Nominating Committee will examine each director nominee on a case-by-case basis, regardless of who recommended the nominee, and take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen and industry knowledge. In evaluating director nominees, the Board, with the assistance of the Corporate Governance and Nominating Committee, considers diversity of viewpoint, backgrounds, technical skills, industry knowledge and experience and local or community ties as well as diversity of personal characteristics such as race, gender, age, ethnicity and geographic representation as outlined in the Company's Director Diversity, Equity, and Inclusion Policy to ensure a balanced, diverse Board, with each director contributing talents, skills and experiences needed for the Board as a whole. The Board and the Committee intend to assess the effectiveness of the Director Diversity, Equity and Inclusion Policy, which was adopted in 2021, on a periodic basis.

In 2021, the Board adopted a Director Resignation Policy ("DR Policy"). The DR Policy requires that any director receiving a greater number of votes "withheld" or "against" their election than votes "for" will tender their resignation to the Board Chair. The Board, in its discretion, may accept or reject the tendered resignation in accordance with the DR Policy, which is as outlined in the Corporate Governance Guidelines on the Company’s website located at ir.firstbusiness.bank/govdocs.


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The Board also believes the following minimum qualifications must be met by a director nominee to be recommended by the Corporate Governance and Nominating Committee:

Strong personal and professional ethics, integrity and values.
The ability to exercise sound business judgment.
Accomplished in their respective field as an active or former executive officer of a public or private organization, with broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.
Relevant expertise and experience and the ability to offer advice and guidance based on that expertise and experience.
Independence from any particular constituency, the ability to represent all shareholders of the Company and a commitment to enhancing long-term shareholder value.
Sufficient time available to devote to activities of the Board and to enhance their knowledge of the Company’s business.

Using a defined director succession planning process as a component of Board succession planning, the Corporate Governance and Nominating Committee works with the Board to evaluate:

Board composition and assess whether directors should be added in view of director departures,
the number of directors needed to fulfill the Board’s responsibilities under the Company’s Corporate Governance Guidelines and committee charters, and
the skills and capabilities that are relevant to the Board’s work and the Company’s strategy.

In making recommendations to the Board, the Corporate Governance and Nominating Committee considers the mix of different tenures of directors, taking into account the benefits of directors with longer tenures including greater Board stability, continuity of organizational knowledge and the critical importance of expertise and understanding of the commercial banking industry as well as the benefits of directors with shorter tenures who help to foster new ideas and examination of the status quo. As part of its on-going responsibility to identify prospective directors to provide an appropriate balance of knowledge, experience, background and capability on the Board, the Corporate Governance and Nominating Committee regularly evaluates director candidates to recommend for the Board’s consideration and possible appointment to the Board.

The following table summarizes key qualifications, skills and attributes relevant to the decision to nominate candidates to serve on the Board and possessed by current directors. A mark indicates this particular qualification, skill or attribute was identified as one of the director’s top five strongest qualifications, skills or attributes, but the absence of a mark does not mean the director does not possess that qualification, skill or attribute. Detailed director biographies are included on pages 6 through 12 of this proxy statement.
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The Corporate Governance and Nominating Committee will consider persons recommended by shareholders to become nominees for election as directors. Recommendations for consideration by the Corporate Governance and Nominating Committee should be sent to the Corporate Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee. The Company’s Amended and Restated By-Laws also set forth certain requirements for shareholders wishing to nominate director candidates directly for consideration by the shareholders. With respect to an election of directors to be held at an annual meeting, a shareholder must, among other things, give notice of an intent to make such a nomination to the Corporate Secretary of the Company not less than 60 days or more than 90 days prior to the date of the previous year’s annual meeting (subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days). Under the Amended and Restated By-Laws, if the Company does not receive notice of an intent to make such a nomination on or after January 30, 2022 and on or prior to March 1, 2022, then the notice will be considered untimely and the Company will not be required to present such nomination at the 2022 annual meeting.

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Director Refreshment: Evaluation Process, Development and Education

The Board recognizes that a constructive evaluation process is an essential component of director refreshment and annually conducts a robust peer and self-evaluation in conjunction with its annual Board and committee evaluation process. The Corporate Governance and Nominating Committee oversees the evaluation process and reviews the format of the evaluation to ensure that actionable feedback is solicited related to the operation of the Board, its committees and director performance. In addition to evaluating the Board and committees, the peer and self-evaluation process serves as a mechanism to measure clear performance standards, both objective and subjective, and the Board Chair meets annually with each director to review their evaluation results. The chart below outlines the evaluation process.

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The Board is committed to continuing director education and development and solicits director feedback on education topics. This feedback was utilized to develop educational opportunities in 2020 including internally developed presentations as well as programs presented by third parties on topics such as: strategic planning; executive compensation best practices and trends; human capital management; diversity, equity, and inclusion ("DEI"); cybersecurity; governance best practices, and emerging issues in the financial services sector. The Company provides financial support for director education and the Corporate Governance and Nominating Committee reviews the Director Education Report at each quarterly committee meeting. All directors are in compliance with the Board’s director education guidelines.
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ITEM 1 – ELECTION OF DIRECTORS

The Company’s Amended and Restated BylawsBy-Laws provide that the directors shall be divided into three classes, with staggered terms of three years each. At the Annual Meeting, the shareholders will elect threefour directors to hold office until the 2019 annual meeting2024 Annual Meeting of shareholdersShareholders and until their successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the threefour persons named as nominees by the Board herein. The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected, except for Mr. Voeks who is expected to retire in 2018 in accordance with the Board’s Director Retirement Policy. However, inelected. In the event that any nominee should be unable or unwilling to serve, the shares represented by proxies received will be voted for another nominee selected by the Board. Each director will be elected by a plurality of the votes cast at the Annual Meeting (assuming a quorum is present). Consequently, any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors. As previously discussed, any nominee for election as a director who receives a greater number of votes "withheld" or "against" their election than votes "for" their election will tender their resignation to the Board in accordance with the Company's DR Policy as outlined in the Corporate Governance Guidelines on the Company’s website located at ir.firstbusiness.bank/govdocs. Votes will be tabulated by an inspector of elections appointed by the Board.

The following sets forth certain information, as of January 11, 2016, about the Board’s nominees for election at the Annual Meeting and each director of the Company whose term will continue after the Annual Meeting.

Nominees for Election at the Annual Meeting

Terms expiring at the 20192024 Annual Meeting

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Laurie S. Benson, age 67, has served as a director of the Company since December 2018, is the Chair of the Corporate Governance and Nominating Committee, and a member of the Compensation Committee. She has served as director on the FBB Board since July 2009 and as a member of the FBB Northeast Wisconsin Advisory Board since August 2012. Ms. Benson has served as the Executive Director of Nurses on Boards Coalition since 2016. Ms. Benson is the CEO of LSB Unlimited, which provides consulting services to businesses on complex issues and opportunities. Ms. Benson co-founded and served as CEO of Inacom Information Services from its inception in 1984
until its sale to CORE BTS in 2009. She currently serves on the boards of several privately held companies.
Jan A. Eddy
, age 66, has served as a director of the Company since October 2003, is the Chair of the Corporate Governance and Nominating Committee and serves on the Compensation Committee. From April 1990 to May 2010, she served as a director of FBB and served as Chair of the FBB Board of Directors (the “FBB Board”) from January 2004 to May 2010. Ms. Eddy founded Wingra Technologies, a designer and distributor of software, and served as President and Chief Executive Officer of Wingra Technologies from October 1991 to January 2005, when Quest Software purchased Wingra Technologies. Ms. Eddy held the position of Business Development Executive at Quest Software from January 2005 until her retirement in October 2005. Ms. Eddy has served on the boards of other privately held companies and non-profit organizations and is currently a director of Edgewood College, the Sauk Prairie Healthcare Foundation and several technology sector organizations.


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The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Ms. Eddy is qualified to serve on the Board, as well as on the Corporate Governance and Nominating Committee and the Compensation Committee, include her CEO-level experience as founder and Chief Executive Officer of her own company in strategy development and implementation, mergers and acquisitions and enterprise risk management, her significant governance experience from service on other boards and her strong background in information technology.

John M. Silseth, age 60, has served as a director of the Company since October 2006 and serves on the Audit Committee and Corporate Governance & Nominating Committee. He also serves as Chair of the Board of Directors of the Company’s First Business Bank-Milwaukee (“FBB-M”) subsidiary. Mr. Silseth has been President of Antietam LLC, a private investment firm located in Milwaukee, Wisconsin, since 1986. He also serves on the board of directors of various Antietam portfolio companies, other privately held companies and non-profit organizations.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Silseth is qualified to serve on the Board, as well as the Audit Committee and Corporate Governance and Nominating Committee, include his executive level experience in enterprise risk management, a strong background in financial reporting, accounting and financial controls as a certified public accountant, significant governance experience through service on numerous boards and his experience in mergers and acquisitions.

Dean W. Voeks, age 73, has served as a director of the Company since April 1996, is Chair of the Audit Committee and is a member of the Corporate Governance and Nominating Committee. Mr. Voeks is expected to retire from the Board in 2018 in accordance with the Board’s Director Retirement Policy. Mr. Voeks was the President and Chief Executive Officer of Chorus Communications Group Ltd., a telecommunications company, from January 1991 until his retirement in September 2002.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Voeks is qualified to serve on the Board, as well as the Audit Committee and Corporate Governance and Nominating Committee, include his CEO-level experience in core management disciplines such as strategic planning, human resources and enterprise risk management, governance experience through service as Chairman of the Board for Chorus Communications Group Ltd. and service on the boards of other non-profit organizations, strong financial background and experience with regulated companies.

THE BOARD RECOMMENDS EACH OF THE FOREGOING NOMINEES FOR ELECTION AS DIRECTOR AND URGES EACH SHAREHOLDER TO VOTE “FOR” EACH OF THE NOMINEES. SHARES OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” SUCH NOMINEES.

Directors Continuing in Office

Terms expiring at the 2017 Annual Meeting

Jerome J. Smith, age 71, has served as a director of the Company since December 1989, and Chair of the Board of the Company since July 2006. He served as Chief Executive Officer from December 1989 to December 2006. He served as President of the Company from December 1989 to February 2005. He also served as President and Chief Executive Officer of FBB, from December 1989 to July 1999 and as Chair of the FBB Board from April 2001 to December 2003. Mr. Smith currently serves on the board of directors of Secura Insurance Companies.

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The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Smith is qualified to serve on the Board include his over 40 years of executive level experience in the financial services industry including 16 years as the Company’s CEO, over 30 years of governance experience through service on the boards of other privately held companies and non-profit organizations, CEO-level experience in strategy development and implementation, merger and acquisition experience, strong background in sales and marketing management and NACD director certification.

Gerald L. Kilcoyne, age 56, has served as a director of the Company since November 2011 and is a member of the Audit Committee and the Compensation Committee. In addition, he has served as Chair of the FBB Board since May 2010 and has been a member of the FBB Board since August 2005. He has served as a director of First Business Equipment Finance, LLC (“FBEF”) a wholly-owned subsidiary of FBB since January 2006. He served as a director of FBCC from January 2006 to December 2013. Mr. Kilcoyne has been Managing Partner of Pinnacle Enterprises, LLC, a private investment holding company, since February 1997.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Kilcoyne is qualified to serve on the Board, as well as the Audit Committee and Compensation Committee, include his CEO-level experience in strategic planning and financial management, financial services industry expertise as a FBB director and involvement in mergers and acquisitions work for over 25 years.

Barbara H. Stephens, age 56, has served as a director of the Company since January 2010 and is Chair of the Compensation Committee. Ms. Stephens was named Chief Human Resources Officer of the REV Group Inc., formerly Allied Specialty Vehicles in January 2016. In 2013 Ms. Stephens founded BHS Partners, LLC, a human resource consulting practice focused on providing coaching and consulting services to individuals and business leaders and has served as Managing Member since that time. She retired from her position as Senior Vice President in Human Resources with Bucyrus International, Inc., a mining equipment company, in 2011. She had been a human resources executive with Bucyrus since 2005. Prior to that, she served as the Director of Human Resources for the manufacturing group of Snap-On Tools, LLC from 2003 to February 2005 and had been employed with Snap-On Tools, LLC in a variety of capacities since November 1994, including as Human Resources Manager beginning in 1997.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Ms. StephensBenson is qualified to serve on the Board, as well as the Compensation Committee, include executive level experience in human resources with a public company, over 20 years of general human resources experience including executive compensation and benefits oversight and a strong background in leadership development and succession planning.

Terms expiring at the 2018 Annual Meeting

Mark D. Bugher, age 67, has served as a director of the Company since July 2005 and is a member of the Corporate Governance and Nominating Committee and Compensation Committee, include the Compensation Committee. Mr. Bugher served asitems referenced on the Director of University Research ParkSkills, Attributes and Qualifications Matrix as well as her financial services industry expertise as an FBB director, CEO-level experience in Madison, Wisconsin from 1999 until his retirementstrategy development and implementation, governance experience through service on boards and other board committees, marketing and business sales expertise, and a strong background in November 2013. University Research Park is a non-profit research andthe technology park involved in developing, leasing and managing properties for technology sector businesses affiliated with the University of Wisconsin-Madison. Prior to this role, Mr. Bugher served as the Secretary of the State of Wisconsin Department of Administration from 1996 to 1999. From 1988 to 1996, he served as Secretary of the State of Wisconsin Department of Revenue. Mr. Bugher serves on the board of directors of MGE Energy, Inc. and its affiliate, Madison Gas and Electric Company and also serves on the audit committee of MGE Energy, Inc. Mr. Bugher additionally serves on the board of directors and as Chair of the Marshfieldsolutions sector.


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Clinic Health System and has served in leadership positions as chairman
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Mark D. Bugher, age 72, has served as a director of the Company since July 2005, is Compensation Committee Chair and a member of the Corporate Governance and Nominating Committee. Mr. Bugher joined the FBB Board in November 2018. Mr. Bugher served as the Director of University Research Park in Madison, Wisconsin from 1999 until his retirement in November 2013. Prior to this role, Mr. Bugher served as Secretary of the State of Wisconsin Department of Revenue and Secretary of the State of Wisconsin Department of Administration.Mr. Bugher serves on the board of directors of MGE Energy, Inc., a publicly traded utility company, and its affiliate, Madison Gas and Electric Company and has been elected as lead director and chair of
the corporate governance committee of MGE Energy, Inc. effective May 18, 2021. He currently serves on the audit committee and the executive committee and previously served as a member and as chair of the compensation committee of MGE Energy, Inc. Mr. Bugher additionally serves on the board of directors and as Chair of the Marshfield Clinic Health System and has served in leadership positions as chair or board member for many organizations promoting economic development in Wisconsin.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Bugher is qualified to serve on the Board, as well as the Compensation Committee and Corporate Governance and Nominating Committee, include the items referenced on the Director Skills, Attributes and Compensation Committee, includeQualifications Matrix as well as his executive levelexecutive-level experience in strategy development and implementation, governance experience through service on boards including another public company board and other board committees, economic development expertise, and a strong background in the commercial real estate, government and health care sectors.

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Corey A. Chambas, age 58, has served as a director of the Company since July 2002, as Chief Executive Officer (“CEO”) of the Company since December 2006 and as President of the Company since February 2005. He served as Chief Operating Officer of the Company from February 2005 to September 2006 and as Executive Vice President of the Company from July 2002 to February 2005. Mr. Chambas joined the FBB Board in November 2018. He served as CEO of FBB from July 1999 to September 2006 and as President of FBB from July 1999 to February 2005. He currently serves as a director of First Madison Investment Corp., a wholly-owned subsidiary of FBB. Mr. Chambas also
serves as chair of the board of directors and as a member of the management development & compensation committee of M3 Insurance Solutions, Inc., a privately held insurance agency, and has served on the boards of other privately held companies and non-profit organizations.
Corey A. Chambas
, age 53, has served as a director of the Company since July 2002, as Chief Executive Officer of the Company since December 2006 and as President of the Company since February 2005. He served as Chief Operating Officer of the Company from February 2005 to September 2006 and as Executive Vice President of the Company from July 2002 to February 2005. He served as Chief Executive Officer of First Business Bank (“FBB”), a wholly-owned subsidiary of the Company, from July 1999 to September 2006 and as President of FBB from July 1999 to February 2005. He currently serves as a director of First Business Capital Corp. (“FBCC”) and First Madison Investment Corp., wholly-owned subsidiaries of FBB. Mr. Chambas also serves on the board of directors and as Chair of the board and audit committee of M3 Insurance Solutions, Inc., a privately held insurance agency, and has served on the boards of other privately held companies and non-profit organizations.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Chambas is qualified to serve on the Board include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as the depth and breadth of his experience as Chief Executive OfficerCEO of the Company and his over 30 years of financial services industry experience with specific focus in the commercial banking sector, his CEO-level experience in core management disciplines including strategy development and implementation, human resources, financial management and sales and marketing and his governance experience through service on the boards of other privately held companies and non-profit organizations.

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John J. Harris, age 68, has served as a director of the Company since January 2012 and is a member of the Audit Committee and Operational Risk Committee. Mr. Harris joined the FBB Board in November 2018. Mr. Harris served as a professional in the investment banking industry for most of his career, most recently as Managing Director of the Investment Banking Financial Institutions Group of Stifel Nicolaus Weisel. Mr. Harris retired from this position in 2010. Prior to this role, Mr. Harris was Managing Director of the Investment Banking Financial Institutions Group of Piper Jaffray & Co. from 2005 to 2007 and a Principal in the Investment Banking Financial Institutions Group of William Blair & Co., LLC from 2000 to 2005.
John J. Harris
, age 63, has served as a director of the Company since January 2012 and is a member of the Audit Committee. Mr. Harris has served as a professional in the investment banking industry for most of his career, most recently as Managing Director of the Investment Banking Financial Institutions Group of Stifel Nicolaus Weisel. Mr. Harris retired from this position in 2010. Prior to this role, Mr. Harris was Managing Director of the Investment Banking Financial Institutions Group of Piper Jaffrey & Co. from 2005 to 2007 and a Principal in the Investment Banking Financial Institutions Group of William Blair & Co., LLC from 2000 to 2005.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Harris is qualified to serve on the Board, as well as on the Audit Committee and Operational Risk Committee, include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as over 25 years of experience providing financial advisory services to senior management, boards and special committees of publicly traded and privately held companies; hiscompanies, extensive experience in the financial services sector and with mergers and acquisitions;acquisitions, and his significant work advising clients on capital formation and execution of public and private capital raises.

THE BOARD RECOMMENDS EACH OF THE FOREGOING NOMINEES FOR ELECTION AS DIRECTOR AND URGES EACH SHAREHOLDER TO VOTE “FOR” EACH OF THE NOMINEES.
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Directors Continuing in Office

Terms expiring at the 2022 Annual Meeting
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Jan A. Eddy, age 71, has served as a director of the Company since October 2003 and serves on the Corporate Governance and Nominating Committee and the Compensation Committee. Ms. Eddy joined the FBB Board in November 2018. She previously served as a director of FBB from April 1990 to May 2010 and served as FBB Board Chair from January 2004 to May 2010. Ms. Eddy founded Wingra Technologies, a designer and distributor of software, and served as President and Chief Executive Officer of Wingra Technologies from October 1991 to January 2005, when Quest Software purchased Wingra Technologies. Ms. Eddy held the position of Business Development Executive
at Quest Software from January 2005 until her retirement in October 2005. Ms. Eddy serves or has served on the boards of other privately held companies and non-profit organizations. As previously disclosed in the Company's Form 8-K filed with the SEC on February 1, 2021, Ms. Eddy will retire from the Company's Board following the completion of her term expiring at the 2022 Annual Meeting.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Ms. Eddy is qualified to serve on the Board, as well as on the Corporate Governance and Nominating Committee and the Compensation Committee, include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as her financial services industry expertise as an FBB director, CEO-level experience as founder and chief executive officer of her own company in strategy development and implementation, mergers and acquisitions and enterprise risk management, her significant governance experience from service on other boards and her strong background in information technology.

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Timothy J. Keane, age 74, has served as a director of the Company since December 2018 and serves on the Operational Risk Committee. He has served as a director of FBB since August 2017. He previously served on the FBB-Milwaukee Board from January 2004 until the Bank charter consolidation in June 2017 at which time he became a member of the FBB Southeast Wisconsin Advisory Board. Mr. Keane has served on the FBB Kansas City Metro Advisory Board since August 2017. Mr. Keane is the Managing Investor and Director of Golden Angels Investors, LLC, President of Keane Consultants, is a limited partner in several venture and private equity funds, and provides data
analytics strategy consulting services to a small group of companies. He was the founder and CEO of Retail Target Marketing Systems (RTMS), now a unit of Fidelity Information Services. Mr. Keane serves on the boards of other privately held companies. As previously disclosed in the Company's Form 8-K filed with the SEC on February 1, 2021, Mr. Keane will retire from the Company's Board in accordance with the Director Retirement Policy following the completion of his term expiring at the 2022 Annual Meeting.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Keane is qualified to serve on the Board, as well as the Operational Risk Committee, include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as his financial services industry expertise as an
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FBB director, his CEO-level experience as founder of multiple companies, 15 years of leading entrepreneurship programs, and his experience in enterprise risk management, data analytics, and mergers and acquisitions.
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W. Kent Lorenz, age 58, has served as a director of the Company since June 2018 and serves on the Audit Committee and Operational Risk Committee. He has served as a director of FBB since August 2017. He previously served on the FBB-Milwaukee Board from January 2010 until the Bank charter consolidation in June 2017 at which time he became a member of the FBB Southeast Wisconsin Advisory Board. Mr. Lorenz is the retired Chairman and CEO of Acieta LLC, a provider of advanced industrial robotic automation systems to North American manufacturers and their global affiliates. He is the Owner and Managing Director of Lakeside Consulting, LLC, a manufacturing and
industrial automation consulting firm. Mr. Lorenz served on the Wisconsin Technical College System Board of Directors from June 2014 until March 2020. He also serves on the boards of other private and non-profit organizations.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Lorenz is qualified to serve on the Board, as well as the Audit Committee and Operational Risk Committee, include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as his financial services industry expertise as an FBB director, his CEO-level experience in core management disciplines, strategy development and implementation, human resources, financial management, mergers and acquisitions, and his governance experience through service on other boards.

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Carol P. Sanders, age 54, has served as a director of the Company since September 2016 and is the Audit Committee Chair. Ms. Sanders joined the FBB Board in November 2018. Ms. Sanders has been the President of Carol P. Sanders Consulting LLC, a consulting firm providing executive-level consulting services to the insurance and technology industries, since July 2015. Ms. Sanders has over 25 years of experience in the insurance industry, including serving as the Executive Vice President, Chief Financial Officer and Treasurer of Sentry Insurance from July 2013 to June 2015 and as Executive Vice President and Chief Operating Officer of Jewelers Mutual Insurance Company from November 2012 to June
2013 where she previously served in other executive capacities from September 2004 to November 2012. Ms. Sanders has served on the board of directors of Alliant Energy Corporation (“Alliant”), a publicly traded Wisconsin-based public utility holding company, and its two utility subsidiaries since December 2005. She currently serves as Alliant’s lead independent director, chair of Alliant’s nominating and governance committee and previously served as a member and chair of Alliant’s audit committee and compensation and personnel committee. Ms. Sanders has served on the board of directors of RenaissanceRe Holdings Ltd. (“RenaissanceRe”), a publicly traded global provider of reinsurance and insurance, since 2016 and is a member of that company’s audit committee. Ms. Sanders also serves on the board of a privately held company.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Ms. Sanders is qualified to serve on the Board, as well as the Audit Committee, include the items referenced on the
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Director Skills, Attributes and Qualifications Matrix as well as over 25 years of experience as an executive in the insurance industry, her board and committee service with other public companies and her executive-level background in finance, operations, strategic planning, enterprise risk management and human resources.

Terms expiring at the 2023 Annual Meeting
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Carla C. Chavarria, age 55, has served as a director of the Company since June 2017 and is a member of the Corporate Governance and Nominating Committee and Compensation Committee. Ms. Chavarria joined the FBB Board in November 2018. Ms. Chavarria is Senior Vice President of Human Resources and Chief Human Resources Officer and a member of the executive committee for AMC Entertainment Inc., a publicly traded company. In this role she is responsible for the strategic development and implementation of total rewards, associate engagement, diversity, equity and inclusion, community relations, employment practices, human resource systems, talent acquisition and training and development. Ms. Chavarria has served on the boards of several community and non-profit organizations.
The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Ms. Chavarria is qualified to serve on the Board, as well as the Corporate Governance and Nominating Committee and Compensation Committee, include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as her background as an executive in human resources, recruitment, and strategic development of human resources systems and services for over 20 years as well as her executive-level experience in enterprise risk management and strategic planning.

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Ralph R. Kauten, age 69, has served as a director of the Company since December 2018 and is a member of the Audit Committee and Operational Risk Committee. He has served on the FBB Board since July 2004 and served as FBB Board Chair from June 2018 until November 2018. Mr. Kauten is the co-owner of Mirus Bio and owner of Air-Lec Industries, both private companies. Mr. Kauten served as an executive for a number of Wisconsin biotechnology companies, including Promega Corporation, PanVera Corporation, Quintessence Biosciences, Inc. and Lucigen Corporation. His prior positions include being a Faculty Member at the University of Wisconsin-Whitewater, Plant
Controller of the Ortega taco plant for Heublein, Inc., and Senior Auditor for Grant Thornton, CPAs. Mr. Kauten is a member of the board of SSM Healthcare of Wisconsin, Inc. and two of its subsidiaries and serves or has served on the boards of other privately held companies and non-profit organizations.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Kauten is qualified to serve on the Board, as well as the Audit Committee and Operational Risk Committee, include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as his financial services industry expertise as an FBB director, being a co-founder and serving as the CEO and chairman of the board for numerous companies in the biotechnology industry, his role in shaping the purpose, vision and strategy of those companies, and his experience in mergers and acquisitions.

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Gerald L. (Jerry) Kilcoyne, age 61, has served as a director of the Company since November 2011 and Board Chair since October 2018. Mr. Kilcoyne joined the FBB Board and was elected FBB Board Chair in November 2018. He previously served as a director of FBB from August 2005 through July 2018 and served as FBB Board Chair from May 2010 until June 2018. He served as a director of First Business Equipment Finance, LLC, now known as First Business Specialty Finance, LLC, a wholly-owned subsidiary of FBB, from January 2006 until August 2017 and as a director of Alterra Bank from May 2016 until June 2017 at which time Alterra Bank was consolidated into FBB. He served as a director of First Business Capital Corp., now known as First Business Specialty
Finance, LLC, from January 2006 to December 2013. Mr. Kilcoyne has been Managing Partner of Pinnacle Enterprises, LLC, a private investment holding company since February 1997.
The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Kilcoyne is qualified to serve on the Board include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as his financial services industry expertise as an FBB director, CEO-level experience in strategic planning and financial management, and over 25 years involvement in mergers and acquisitions.

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Daniel P. Olszewski, age 55, has served as a director of the Company since December 2018 and is Chair of the Operational Risk Committee. He has served as a director of FBB since August 2010 and he served as a director of First Business Capital Corp., now known as First Business Specialty Finance, LLC, a wholly-owned subsidiary of FBB, from January 2011 to November 2018. Mr. Olszewski is the Director of the Weinert Center for Entrepreneurship, a campus-wide Entrepreneurship Program, at the UW-Madison School of Business. He previously served as the COO, CEO and chair of the board of PNA Holdings, LLC/Parts Now!, and was CEO of Katun Corporation. He began his career with
strategic management consulting firm, McKinsey & Company. Mr. Olszewski currently serves on the board of the National Guardian Life Insurance Company, a private company, and has served on the boards of other privately held companies and non-profit organizations.

The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Mr. Olszewski is qualified to serve on the Board and the Operational Risk Committee include the items referenced on the Director Skills, Attributes and Qualifications Matrix as well as his financial services industry expertise as an FBB director, background as an executive with responsibility for strategic development in international agribusiness and biotechnology industries as well as his CEO-level experience in acquisition and strategic planning and growth.
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Director Disclosures

None of the above-named directors or director nominees held a directorship at any public company or any company registered as an investment company under the Investment Company Act during the past five years, except for (i) Mr. Bugher, who serves on the board of directors, as lead independent director, and chair of the governance committee and as a member of the audit and executive committees of MGE Energy, Inc., (ii) Ms. Sanders, who serves on the board of directors, as lead independent director, and chair of the nominating and governance committee of Alliant, and is on the board of directors and a member of the audit committee of MGE Energy, Inc., a public company,

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RenaissanceRe, and (iii) Mr. Chambas, who, servesuntil February 26, 2018, served on the board of directors of Three Lakes Securities, LLC, which iswas a registered investment advisor. None of the directors, executive officers or nominees is related to one another and there are no arrangements or understandings between any of the directors, executive officers or any other person pursuant to which any of ourthe Company’s directors or executive officers have been selected for their respective positions. None of the above-named directors or director nominees was a party to any SEC enforcement actions or any legal proceedings that are material to an evaluation of their ability or integrity in the past ten years.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and holders of 10% or more of the outstanding Common Stock to file reports concerning their ownership of Company equity securities with the SEC. Based solely upon a review of such reports, the Company believes that during the fiscal year ended December 31, 2015, all of its directors and executive officers complied with the Section 16(a) filing requirements.

CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

Independent Directors and Meeting Attendance

Of the ninetwelve directors currently serving on the Board, the Board has determined that Mark D. Bugher, Jan A. Eddy, John J. Harris, Gerald L. Kilcoyne, John M. Silseth, Jerome J. Smith, Barbara H. Stephensall except for Mr. Chambas, the Company’s President and Dean W. VoeksChief Executive Officer, are “independent directors” for purposes of applicable NASDAQNasdaq rules.

Directors are expected to attend the Company’s annual meeting of shareholders each year. All twelve directors attended the Company’s 20152020 annual meeting.

The Board held seveneight meetings in 2015.2020. Each director attended at least 75% of the aggregate of (1)(i) the total number of meetings of the Board during 20152020 while they were a director and (2)(ii) the total number of meetings held by all committees of the Board on which such director served during 2015.2020 while they were a member of such committees.

Board Leadership Structure

The roles of Board Chair of the Board and Chief Executive OfficerCEO are held separately. Mr. SmithKilcoyne serves as Board Chair and Mr. Chambas serves as Chief Executive Officer.CEO. The Board believes that at this time, separation of these roles is in the best interests of the Company and its shareholders because separation:

allows for additional talents, perspectives and skills on the Board;

preserves the distinction between the Chief Executive Officer’sCEO’s leadership of management and the Board Chair’s leadership of the Board;

promotes a balance of power and an avoidance of conflict of interest;

provides an effective channel for the Board to express its views on management; and

allows the Chief Executive OfficerCEO to focus on leading the Company and the Board Chair to focus on leading the Board, monitoring corporate governance and shareholder issues.

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Since Mr. Smith is the Company’s former Chief Executive Officer, this separation also provides the Company with the benefit of a Chair who fully understands the risks, issues and opportunities relating to the Company and the financial services industry.

Committees

The Board conducts its business through meetings of the Board and the following standing Committees:committees: Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee and Operational Risk Committee. Each of these committees has the responsibilities set forth in a formal written charters adoptedcharter approved by the Board. The Board has also adopted guidelines on significant corporate governance matters that, together with the Company’s Code of Conduct and other policies, create the Board’s corporate governance standards. Copies of these charters and the Corporate Governance Guidelines are available free of charge on the Company’s website located at www.firstbusiness.com.ir.firstbusiness.bank/govdocs. The following table reflects the current membership of each standing Board Committee:committee:

Name(1)
AuditCompensationCorporate Governance and NominatingOperational Risk
Laurie S. Benson
              Chair
Mark D. Bugher 
              Chair
Carla C. Chavarria
Jan A. Eddy 
John J. Harris 
Ralph R. Kauten
Timothy J. Keane
W. Kent Lorenz
Daniel P. Olszewski
              Chair
Carol P. Sanders(2)
              Chair
  
Number of Meetings in 20205544
NameAuditCompensationCorporate Governance & Nominating
Mark D. Bugher XX
Jan A. Eddy XChair
John J. HarrisX  
Gerald L. KilcoyneXX 
John M. SilsethX X
Jerome J. Smith XX
Barbara H. Stephens Chair 
Dean W. VoeksChair X
Number of Meetings in 2015943
(1)Mr. Chambas and Mr. Kilcoyne are not members of a standing committee.
(2)Ms. Sanders qualifies as an “audit committee financial expert”.

Audit Committee

The Audit Committee’s primary function is to assist the Board in fulfilling its oversight responsibilities by overseeing the Company’s accounting and financial reporting processes and the audits of the financial statements of the Company. The Audit Committee presently consists of Dean W. VoeksCarol P. Sanders (Chair), John J. Harris, Gerald L. KilcoyneRalph R. Kauten, and John M. Silseth,W. Kent Lorenz, each of whom meets the requirements set forth in NASDAQNasdaq Listing Rule 5605(c)(2)(A) and the independence standards set forth in Rule 10A-3(b)(1) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (The(the “Exchange Act”). The Board has thus determined that each of the Audit Committee’s current members is qualified to serve in such capacity. The Board has determined that John M. SilsethCarol P. Sanders qualifies as an “audit committee financial expert,”expert” for purposes of applicable SEC regulations, and has the financial sophistication required by applicable NASDAQNasdaq rules because heshe has the requisite attributes through, among other things, hisher education and experience as the president of a private investment firm, a certified public accountant and an auditor.financial executive in the insurance industry and her service on the audit committee of other public companies.
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Compensation Committee

The Compensation Committee reviewsCommittee's primary functions are to review and recommendsrecommend to the Board the compensation structure for the Company’s directors and executive officers, including salary rates, participation in incentive compensation and benefit plans, fringe benefits, non-cash perquisites and other forms of compensation, and administers the Company’s equitylong-term incentive plans. Barbara H. Stephens (Chair),plan and employee stock purchase plan. Mark D. Bugher (Chair), Laurie S. Benson, Carla C. Chavarria, and Jan A. Eddy Gerald L. Kilcoyne and Jerome J. Smith are the current members of the Compensation Committee, each of whom is considered to be “independent” and meets the requirements set forth in applicable NASDAQNasdaq rules and the independence standards set forth in applicableRule 10C-1(b)(1) promulgated by the SEC regulations.under the Exchange Act. The

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Board has determined that none of the aforementioned directors has a relationship to the Company which is material to his or hertheir ability to be independent from management in connection with the duties of a Compensation Committee member and has further determined that each of the Compensation Committee’s current members is qualified to serve in such capacity.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s primary functions are to recommend persons to be selected by the Board as nominees for election as directors; recommend persons to be elected to fill any vacancies on the Board; lead the Board in its annual review of Board performance,performance; Board and committee structure and director independence; develop and recommend to the Board corporate governance principles, policies and procedures and oversee execution of the Company’s enterprise risk managementsuccession planning program and advise the Board on the effectiveness of thatthe program. The Board has additionally delegated assessment and monitoring of the Company's environmental, social and governance ("ESG") and DEI practices to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee presently consists of Jan A. EddyLaurie S. Benson (Chair), Mark D. Bugher, John M. Silseth, Jerome J. SmithCarla C. Chavarria and Dean W. Voeks.Jan A. Eddy. The Board has determined that each of the Corporate Governance and Nominating Committee members is considered to be “independent” according to applicable NASDAQNasdaq rules and has further determined that each current member is qualified to serve in such capacity.

NominationsOperational Risk Committee

The Operational Risk Committee's primary function is to assess and manage certain of Directors

In making recommendations to the Company’s Board with respect to nominees to serve as directors, the Corporate Governance and Nominating Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen and industry knowledge.Company's risks. While the Company does not have a separate diversity policy, in evaluating director nominees,Board continues to maintain primary responsibility and oversight for Enterprise Risk Management (“ERM”), the Board, with the assistance of the Corporate Governance and NominatingOperational Risk Committee considers diversity of viewpoint, backgrounds, technical skills, industry knowledge and experience and local or community ties to ensure a balanced, diverse Board, with each director contributing talents, skills and experiences needed for the Board as a whole.

The Board also believes the following minimum qualifications must be met by a director nominee to be recommended by the Corporate Governance and Nominating Committee:

High personal and professional ethics, integrity and values.

The ability to exercise sound business judgment.

Accomplished in his or her respective field as an active or former executive officer of a public or private organization, with broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.

Relevant expertise and experience and the ability to offer advice and guidance based on that expertise and experience.

Independence from any particular constituency, the ability to represent all shareholders of the Company and a commitment to enhancing long-term shareholder value.

Sufficient time available to devote to activities of the Board and to enhance his or her knowledgeoversees execution of the Company’s business.ERM program, evaluates, monitors and advises the Board on all matters relating to maintaining the right “tone at the top” and evaluates the Company’s strategic risk based on an assessment of the Company’s strategies in the context of the Company’s overall risk tolerance, related opportunities and capacity to manage the resulting risk. The Board has additionally delegated assessment and management of credit, compliance, operational, information security/cyber, liquidity and reputation risks to the Operational Risk Committee. The Operational Risk Committee presently consists of Daniel P. Olszewski (Chair), John J. Harris, Ralph R. Kauten, Timothy J. Keane, and W. Kent Lorenz.

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The Corporate Governance and Nominating Committee will consider persons recommended by shareholders to become nominees for election as directors. Recommendations for consideration by the Corporate Governance and Nominating Committee should be sent to the Corporate Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee. The Company’s Amended and Restated Bylaws also set forth certain requirements for shareholders wishing to nominate director candidates directly for consideration by the shareholders. With respect to an election of directors to be held at an annual meeting, a shareholder must, among other things, give notice of an intent to make such a nomination to the Corporate Secretary of the Company not less than 60 days or more than 90 days prior to the date of the previous year’s annual meeting (subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days). Under the Amended and Restated Bylaws, if the Company does not receive notice of an intent to make such a nomination after February 15, 2017 and before March 17, 2017, then the notice will be considered untimely and the Company will not be required to present such proposal at the 2017 annual meeting.

Board Role in Risk Oversight
Oversight of Risk
The Board has an active and ongoing role in the management of the risks of the Company. It is responsible for general oversight of risk management;

The Operational Risk Committee was established in 2018 to evaluate and monitor the Company’s strategic risk and its key operational risks, including overseeing management's execution of the ERM Program and periodically evaluating the Board’s risk management structure and processes to ensure appropriate Board-level risk reporting;

Company management is responsible for assessing and managing risk through robust internal processes and effective internal controls and for providing appropriate reporting to the Board and its committees.

The Company believes that establishing the right “tone at the top” and providing for full and open communication between management and the Board is essential for effective risk management and oversight. The Board, acting as a whole and through its committees, is responsible for oversight of the Company’s enterprise wide risk management including, but not limited to, strategic, risk, financial, reporting risk, credit, risk, liquidity, risk, compensation, risk, cyber riskinformation security, regulatory, reputational, and operational risk.risks. Given the critical link between strategy and risk, the Board is also responsible for developing strategies based on an assessment of the Company’s overall risk tolerance, the related opportunities and the capacity to manage the resulting risk. AtAs part of its annualongoing planning, session, the Board meetsdiscusses with executive management to discuss the strategies, key challenges, risks and opportunities facing the Company.

While the Board has responsibility for oversight of risk management, it has delegated to the Corporate Governance and Nominating Committee responsibility for the Company’s enterprise risk management program itself (the “ERM Program”) including overseeing management’s execution of the ERM Program, periodically reviewing the effectiveness of the Board’s risk management governance structure and ensuring appropriate Board-level risk reporting.

Under the ERM Program, a Risk Dashboard has been developed, the Company’s most significant risks along with related metrics/key risk indicators (“KRIs”) have been identified, and risk tolerance thresholds established. ERM is a standing agenda item for each of the Board’s regular quarterly meetings. At these meetings the Board reviews the Risk Dashboard, the status of each KRI relative to the designated tolerance threshold and the related remediation plans. The Board additionally delegateshas delegated oversight of each of these specificthe key risks to either the Audit, Compensation, or Corporate Governance and Nominating or Operational Risk Committee in accordance with the committee charters. These charters which are reviewed annually to reflect the changing risk environment. Each committee monitors the assigned specific key risks, ensures that appropriate risk mitigation strategiesplans are in place, identifies emerging risks, reports back to the Board with recommendations and updates and apprises the Board of any areas of concern. The following table summarizes each committee’s role in the risk oversight function:

As part of its oversight of the Company’s executive compensation program, the Compensation Committee evaluates risks presented by the Company’s compensation programs and confirms that such programs (1) do not encourage risk taking to a degree that is reasonably likely to have a materially adverse impact on the Company; (2) do not encourage the management team to take unnecessary and excessive risks that threaten the value of the Company and (3) do not encourage the manipulation of reported earnings of the Company.


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CommitteeRisk Oversight Focus
Audit Committee
Monitors the integrity of the financial statements, effectiveness of internal control over financial reporting, compliance with applicable legal and regulatory requirements, and the performance of the Company’s internal independent auditors.
Compensation Committee
Oversees the Company’s executive compensation program, evaluates risks presented by all compensation programs and confirms that the programs do not encourage risk-taking to a degree that is likely to have a materially adverse impact on the Company, do not encourage the management team to take unnecessary and excessive risks that threaten the value of the Company and do not encourage the manipulation of reported earnings of the Company.
Corporate Governance and Nominating Committee
Monitors key risks including risks relating to corporate governance structure, director independence, and succession.
Assesses and monitors the Company's ESG and director DEI practices.
Operational Risk Committee
Assures the ERM Program is operating effectively.
Monitors the strategic risk based on an assessment of the Company’s strategies in the context of the Company’s overall risk tolerance, related opportunities and capacity to manage the resulting risk.
Evaluates, monitors and advises the Board on all matters relating to maintaining the right tone at the top.
Evaluates, monitors and assesses key risks via quarterly updates from senior management related to credit risk; information security/cyber risk; regulatory, compliance and legal risk; operational risk and liquidity and market risk.


Management is responsible for the day to dayday-to-day management of the Company’s key risks and operates through a Senior Management Risk Committee (“SMRC”) which monitors key risks, develops and executes mitigation or remediation plans as appropriate, identifies emerging risks, evaluates the effectiveness of the Company’s risk management processes and reports such to the Board or its committees on a regular basis.

Director Education, Development
CEO and Evaluation ProcessExecutive Officer Succession Planning

The Board is committed to continuing educationSuccession planning and development. As such, in 2013leadership development are top priorities for the Board instituted a robust peer and self-evaluation process in addition to its existing annual board and committee evaluation process. The peer and self-evaluation process has served as a mechanism to communicate and measure clear performance standards, both objective and subjective, including expectations for ongoing education. The Company provides funding for director education, and each director has participated in educational opportunities and is in compliance with the Board’s director education guidelines.

CEO Succession Planning

management.  Because of the significance of the CEO’s leadership, the full Board retains primary responsibility for oversight of CEO succession planning.planning as well as overall executive leadership development and succession planning practices and strategies. The Board has delegated certain responsibility for the ongoing development and monitoring of CEO and executive officer succession planning to the Corporate Governance and Nominating Committee, and at least annually, that committee reviews the policies and principles of selecting a successor to the CEO, both in an emergency situation as well asCEO. The Board participates in the ordinary courseannual review of business. This reviewthe CEO succession plan, which includes an assessment of potential internal and external successors andCEO candidates, contingency plans in the event of a sudden termination (including death or disability) as well as a review, development plans that are being utilized to strengthen the skills and qualifications of candidates and the Company CEO’s recommendations for contingency and longer term succession planning for the CEO position. Annually, theand executive officer positions.  The Corporate Governance and Nominating Committee in accordance with its charter also reviews succession plans for the status of the CEO succession plan with the full Board.other executive officers.

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Communications with the Board of Directors

Shareholders may communicate with the Board by writing to First Business Financial Services, Inc., Board of Directors (or, at the shareholder’s option, to a specific director), c/o Barbara M. Conley, Senior Vice President, General Counsel and Corporate Secretary, 401 Charmany Drive, Madison, Wisconsin 53719. The Corporate Secretary will ensure that the communication is delivered to the Board or the specified director, as the case may be.

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PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of March 16, 2016February 26, 2021 by: (i) each director and director nominee; (ii) each of the executive officers named in the Summary Compensation Table on page 37 (the “Named Executive Officers”); (iii) all of the directors, director nominees and executive officers (including the Named Executive Officers) as a group; and (iv) persons known to the Company to be the beneficial owner of more than five percent of the Company’s Common Stock. Except as otherwise indicated in the footnotes, each of the holders listed below has sole voting and investment power over the shares beneficially owned by such holder. AsThe percentage of March 16, 2016, there were 8,700,172beneficial ownership shown in the following table is based on 8,640,143 shares of Common Stock outstanding.outstanding as of February 26, 2021. For purposes of calculating each person’s or group’s percentage ownership, shares of Common Stock issuable pursuant to the terms of restricted stock awards vesting within 60 days after February 26, 2021 are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
Name of Beneficial Owner
Shares of
Common Stock
Beneficially Owned
Percent of
Common Stock
Beneficially Owned
Laurie S. Benson(1)
4,316*
Mark D. Bugher(2)
9,923*
Corey A. Chambas(3)
143,0361.7%
Carla C. Chavarria(4)
1,513*
Jan A. Eddy(5)
17,446*
John J. Harris(6)
10,390*
Ralph R. Kauten(7)
29,288*
Timothy J. Keane(8)
8,285*
Gerald L. Kilcoyne(9)
51,826*
W. Kent Lorenz(10)
17,559*
Mark J. Meloy(11)
49,939*
Daniel P. Olszewski(12)
21,970*
Brad A. Quade(13)
7,263*
Carol P. Sanders(14)
6,489*
David R. Seiler(15)
16,026*
Edward G. Sloane, Jr(16)
14,937*
All directors, nominees and executive
officers as a group (19 persons)(17)
465,6845.4%
5% Holders
The Banc Funds Company, LLC(18)
772,6289.1%
BlackRock, Inc.(19)
478,3505.6%
Dimensional Fund Advisors LP(20)
438,9805.2%
*Denotes less than 1%
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Name of Beneficial Owner 
Shares of
Common Stock
Beneficially Owned
   
Percent of
Common Stock
Beneficially Owned
Corey A. Chambas....................................................... 172,563    2.0%
John M. Silseth............................................................ 70,000    *
James F. Ropella (1).................................................... 62,924  (2) *
Jerome J. Smith........................................................... 51,937  (3) *
Charles H. Batson…………………………………… 44,980    *
Michael J. Losenegger................................................. 41,450  (4) *
Gerald L. Kilcoyne...................................................... 29,136  (5) *
Pamela R. Berneking................................................... 21,694    *
Jan A. Eddy.................................................................. 16,056  (6) *
Dean W. Voeks............................................................. 11,192    *
Barbara H. Stephens.................................................... 9,000  (7) *
Mark D. Bugher........................................................... 8,680  (8) *
John J. Harris............................................................... 6,000  (9) *
David R. Papritz (10)………………………………..       
All directors, nominees and executive
officers as a group (20 persons)...................................
 725,731  (11) 

8.3%
5% Holders       
The Banc Funds Company, L.L.C (12)………........... 660,728    7.6%
Wellington Management Group LLP (13)………….. 478,550    5.5%
_______________________
* Denotes less than 1%.

(1)Mr. Ropella served as Senior Vice President & Chief Financial Officer of the Company from January 30, 2015 until January 19, 2016Includes 390 restricted shares over which Ms. Benson has voting power but does not have investment power, and as Senior Vice President and Treasurer from January 19, 2016 to present.
3,926 shares held through a sole IRA.
(2)Includes 510390 restricted shares over which Mr. Bugher has voting power but does not have investment power, 160 shares held by Mr. Ropella’s spouse.
(3)Alla sole IRA, 6,873 shares held in a revocable livingjoint trust held jointly with Mr. Smith’s spouse.
(4)Includes 400 shares held jointly with Mr. Losenegger’s spouse.
(5)All shares held in a revocable trust held jointly with Mr. Kilcoyne’s spouse.
(6)All shares held jointly with Ms. Eddy’s spouse.
(7)Includes 3,500 shares held by Ms. Stephens in a sole revocable trust, 1,000 shares held by Ms. Stephens’ spouse through an IRA and 3,500 shares held by her spouse through a sole revocable trust.

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(8)Includes 160 shares held by Mr. Bugher through an IRA, 6,020 shares held in a revocable trust held jointly with his spouse, 500 shares held solely by Mr. Bugher’shis spouse directly and 2,000 shares held solely by his spouse through an IRA.
(3)Includes 13,134 restricted shares over which Mr. Chambas has voting power but does not have investment power, and 16,992 shares held through a 401(k) Plan.
(4)Includes 390 restricted shares over which Ms. Chavarria has voting power but does not have investment power, and 1,123 shares held via a sole trust.
(9)(5)Includes 2,000390 restricted shares over which Ms. Eddy has voting power but does not have investment power, and 17,056 shares held jointly with Mr. Harris'her spouse.
(6)Includes 390 restricted shares over which Mr. Harris has voting power but does not have investment power, and 10,000 shares held jointly with his spouse.
(7)Includes 390 restricted shares over which Mr. Kauten has voting power but does not have investment power, 3,300 shares held by a sole IRA, and 12,687 shares held by a family-owned LLC.
(8)Includes 390 restricted shares over which Mr. Keane has voting power but does not have investment power, and 2,637 shares held in a joint trust with his spouse.
(9)Includes 390 restricted shares over which Mr. Kilcoyne has voting power but does not have investment power, 6,800 shares held by a sole IRA, and 44,636 shares held in a joint trust with his spouse.
(10)Includes 390 restricted shares over which Mr. Papritz resigned as Chief Financial Officer of the Company effective January 30, 2015.
Lorenz has voting power but does not have investment power, and 2,520 shares held by a sole IRA, 6,471 shares held in a joint trust with his spouse, and 8,178 shares held solely by his spouse through an IRA.
(11)Includes 7,5103,786 restricted shares over which Mr. Meloy has voting power but does not have investment power, and 42,678 shares held jointly with his spouse.
(12)Includes 390 restricted shares over which Mr. Olszewski has voting power but does not have investment power, and 21,580 shares held in a joint trust with his spouse.
(13)Includes 5,799 restricted shares over which Mr. Quade has voting power but does not have investment power.
(14)Includes 390 restricted shares over which Ms. Sanders has voting power but does not have investment power, and 670 shares held in a joint trust with her spouse and 5,429 shares held by a SEP IRA.
(15)Includes 4,900 restricted shares over which Mr. Seiler has voting power but does not have investment power, and 4,000 shares held in a joint trust with his spouse.
(16)Includes 4,617 restricted shares over which Mr. Sloane has voting power but does not have investment power, and 4,122 shares held jointly with his spouse.
(17)Includes 44,384 restricted shares over which the individuals have voting power but do not have investment power, 10,678 shares held by spouses of the group members, 10,704 shares pledged as security for borrowing arrangements, 83,21378,097 shares held through direct joint ownership with spouses of the group members and 119,80188,015 shares held in revocable trusts of the group members and their spouses.
members.
(18)
(12)Information based on Schedule 13G/A filed with the SEC on February 8, 20169, 2021 jointly by Banc Fund VIVIII L.P. (“BF VI”), an Illinois limited partnership, Banc Fund VIIIX L.P. (“BF VII”), an Illinois limited partnership,and Banc Fund X L.P. (collectively, the “Banc Fund Reporting Persons”). According to the Schedule 13G/A, Banc Fund VIII L.P. (“BF VIII”), an Illinois limited partnershiphad sole voting and dispositive power with respect to 435,241 shares, Banc Fund IX L.P. (“BF IX”), an Illinois limited partnership, all of which may be deemed to beneficially own 660,728 shares. The general partner of BF VI is MidBanc VI L.P. (“MidBanc VI”), whose principal business is to be a general partner of BF VI. The general partner of BF VII is MidBanc VII L.P. (“MidBanc VII”), whose principal business is to be a general partner of BF VII. The general partner of BF VIII is MidBanc VIII L.P. (“MidBanc VIII”), whose principal business is to be a general partner of BF VIII. The general partner of BF IX is MidBanc IX L.P. (“MidBanc IX”), whose principal business is to be a general partner of BF IX. MidBanc VI, MidBanc VII, MidBanc VIII and MidBanc IX are Illinois limited partnerships. The general partner of MidBanc VI, MidBanc VII, MidBanc VIII and MidBanc IX is The Banc Funds Company, L.L.C. (“TBFC”), whose principal business is to be a general partner of MidBanc VI, MidBanc VII, MidBanc VIII and MidBanc IX. TBFC is an Illinois corporation whose principal shareholder is Charles J. Moore. Mr. Moore has been the manager of BF VI, BF VII, BF VIII and BF IX since their respective inceptions. As manager, Mr. Moore hashad sole voting and dispositive power overwith respect to 211,188 shares, and Banc Fund X L.P. had sole voting and dispositive power with respect to 126,199 shares. According to the securities of the Company held by each of those entities. As the controlling member of TBFC, Mr. Moore will control TBFC, and thereforeSchedule 13G/A, each of the partnership entities directly and indirectly controlled by TBFC. The businessBanc Fund Reporting Persons lists its address isas 20 North Wacker Drive, Suite 3300, Chicago, IL 60606.
(13)(19)Information based on Schedule 13G, filed with the SEC on January 29, 2021 by BlackRock, Inc. According to the Schedule 13G, Blackrock, Inc. had sole voting power with respect to 468,735 shares, and sole dispositive power with respect to 478,350 shares. According to the Schedule 13G, their principal business office is 55 East 52nd Street New York, NY 10055.
(20)Information based on Schedule 13G, filed with the SEC on February 11, 201612, 2021 by Wellington Management Group LLP (a Massachusetts limited partnership), Wellington Group Holdings LLP (a Delaware limited partnership), Wellington InvestmentDimensional Fund Advisors Holdings LLP (a Delaware limited partnership)LP. According to the Schedule 13G, Dimensional Fund Advisors LP had sole voting power with respect to 416,881 shares, and Wellington Management Company, LLP (a Delaware limited partnership) all of which may be deemedsole dispositive power with respect to beneficially own 478,550438,980 shares. The securities are owned by clients ofAccording to the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLPSchedule 13G, their principal business office is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The business address is 280 Congress Street, Boston, MA 02210.6300 Bee Cave Road, Building One, Austin, TX 78746.




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DIRECTOR COMPENSATION

In 2015,2020, each non-employee director of the Company, who was not an executive officer of the Company received an annual retainer of $24,000. TheAs the Company’s Board Chair, Mr. Kilcoyne received an additional annual retainer comprisedcash compensation of $50,000 in cash and $59,900 in Company stock.$60,250. The Chair of the Compensation Committee and the Chair, of the Corporate Governance and Nominating Committee Chair, and the Operational Risk Committee Chair received additional annual retainers of $5,000, while the Chair of the Audit Committee Chair received an additional annual retainer of $10,000. All Board and committee members, except those serving as executive officers of the Company, were paid $750 for each Board and committee meeting attended in person or via teleconference. Allattended. Except for the annual restricted stock awards described below, director retainer and committeemeeting attendance fees were paid in cash except forquarterly.

In 2019, the stock issuedCompensation Committee engaged McLagan, its outside independent compensation consultant, to Smith.


 
Fees earned
or paid in
cash (1)
Stock awards (2)
All other
compensation (3)
Total
Mark D. Bugher$35,250$35,250
Jan A. Eddy$40,250$40,250
John J. Harris$38,250$38,250
Gerald L. Kilcoyne$67,950$67,950
John M. Silseth$57,800$57,800
Jerome J. Smith$81,500$59,900$47,373$188,773
Barbara H. Stephens$39,500$39,500
Dean W. Voeks$49,000$49,000

(1) Includes Company subsidiary boardconduct a review of directors and committee fees.

(2) Includes restricted stockthe director compensation program. The Compensation Committee used data developed by McLagan in its determination of overall director compensation best practices. As a result, beginning in 2020, each non-employee director of the Company receivedreceives an annual restricted stock award in the amount of $10,000. Awards will vest after completing one year of service. Prior to the addition of the annual restricted stock award in 2020, director compensation was last increased in January 2013. The addition of the stock award was intended to bring the Company’s average director compensation to the peer group median and vested.to further align director and shareholder interests by providing the increased compensation in the form of the Company's Common Stock.

(3) Includes consulting fees pursuantAt the time the non-employee director restricted stock awards were granted in 2020, the Company's stock price had been impacted due to the COVID-19 pandemic which would have resulted in non-employee directors receiving an increased amount of shares based on the stock price on the date of the grant. To ensure alignment between executive officer and employee restricted stock awards and the non-employee director restricted stock awards, the share price used in calculating the restricted stock awards issued to executive officers and employees in February 2020 was used, which resulted in a consulting arrangementreduced stock award value as outlined in the table below.

Fees earned or paid in cash (1)
Stock awards(2)
Total
Laurie S. Benson$40,100$6,306$46,406
Mark D. Bugher$39,500$6,306$45,806
Carla C. Chavarria$31,500$6,306$37,806
Jan A. Eddy$39,500$6,306$45,806
John J. Harris$34,500$6,306$40,806
Ralph R. Kauten$33,750$6,306$40,056
Timothy J. Keane$38,250$6,306$44,556
Gerald L. Kilcoyne$96,750$6,306$103,056
W. Kent Lorenz$40,850$6,306$47,156
Daniel P. Olszewski$31,500$6,306$37,806
Carol P. Sanders$41,500$6,306$47,806
(1)Includes FBFS Board retainer and FBFS and FBB Board and committee meeting attendance fees paid in cash.
(2)On May 18, 2020 each non-employee director received a restricted stock award. The number of shares granted was equal to $10,000 based on the share value used in granting executive officer and employee restricted stock in February 2020. Each director received 390 shares and the stock award amounts are the grant date value based on $16.17 which was the closing share price on May 18, 2020.
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THE COMPANY'S APPROACH TO SOCIAL RESPONSIBILITY AND HUMAN CAPITAL MANAGEMENT

The COVID-19 Pandemic

Although 2020 presented unprecedented challenges as a result of the COVID-19 pandemic, the Company's employees dedicated themselves to supporting each other and our clients in exceptional ways to deliver for our clients, our communities and our shareholders.

How the Company supported employees during the COVID-19 pandemic
Implemented the COVID-19 pandemic preparedness plan previously developed as part of the Company's business continuity plan. Prior to the COVID-19 pandemic, 16% of the Company's workforce was working remotely. By March 16, 2020, 95% of the Company's workforce was working remotely.
Suspended restrictions in remote work policy to allow employees flexibility to care for their children and family members during work hours.
Required strict adherence to all Department of Health, state and local health and safety protocols and personal protective equipment guidelines while working onsite.
Developed an automated tracking system to monitor onsite capacity limits to facilitate employees' ability to return to office as necessary to perform their job functions and/or for their overall well-being.
Hosted virtual wellness sessions supporting employees’ and their families’ well-being.
Expanded the Employee Assistance Program offering and provided national access and resources via the web, mobile apps and texting.
No furloughs or layoffs were made related to the COVID-19 pandemic.

How the employees responded on behalf of the Company during the COVID-19 pandemic
Essential frontline employees kept the Bank lobbies open to provide uninterrupted service to our clients.
Modified existing proprietary technology which was leveraged to efficiently process Paycheck Protection Program ("PPP") loans.
Interviewed, onboarded, and welcomed new employees completely virtually.
Launched a new floorplan financing business line.
Held a virtual annual shareholder meeting which enabled all shareholders to participate regardless of geographic location.
Maintained strong performance in spite of challenging circumstances, as evidenced by record loan growth, expansion of assets under management by the Bank's Private Wealth team to over $2 billion, and refreshing and aligning the Company's branding and logo.

How the Company culture was strengthened during the COVID-19 pandemic
Held frequent live CEO question and answer ("Q&A") forums via videoconference with regular participation of 85% or more employees.
Achieved the highest ever level of employee engagement with a score of 91% and an 87% survey participation rate.
Employees collaborated and connected with each other in new and innovative ways as a result of the remote work environment.
Achieved an employee retention rate of over 90%.

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Social Responsibility

The Company is committed to the communities we serve, our employees and shareholders. The Company believes that visionary, determined entrepreneurs and investors create a thriving economy and when these businesses succeed, they create social and economic advancement for their employees, investors, families and communities at large. This commitment is reflected in activities completed in conjunction with local businesses, the public sector and not-for-profit organizations. This commitment and investment in the communities we serve is a foundation to the Company’s long-term success for the benefit of our shareholders.

Processed more than 700 PPP loan applications which provided funding for small- and medium-sized businesses employing more than 26,000 people in the markets we serve.
Invested in our communities via Community Reinvestment Act lending activities and sound loan administration to promote sustainable growth.
Announced a $1 million commitment to the Dane Workforce Housing Fund, which is addressing the lack of affordable housing in the local community.
Facilitated approximately $500,000 in sponsorship and contributions in 2020, including a $25,000 donation to the United Way specifically designated for COVID-19 relief efforts.
Awarded "Outstanding Business" on the 2020 National Philanthropy Day by the Association for Financial Professionals - Greater Madison.
Offered employees a full day off with pay to support volunteer efforts of their choosing. In 2020, 125 employees spent more than 7,700 hours volunteering which impacted nearly 215 not-for-profit organizations.
Launched an Employee Stock Purchase Program to provide our employees with an opportunity to purchase Common Stock, providing a personal stake in the continued success of the Company.

Human Capital Management

The consulting arrangement between Mr. SmithCompany believes that achieving strong financial results begins with our employees. In 2020, the workforce grew to over 300 employees. While the majority of employees are located in our primary banking markets, we now have employees in over 20 states. This expansion has allowed the Company to diversify the workforce and add business development officers and specialists to support business line growth.

The Company's employees embody ambition, experience and client focus. The work environment fosters innovation, continuous improvement and embracing change. In 2020, the employees delivered an unmatched client experience and the Company was terminatedachieved a 96% client satisfaction rating.

The Company recognizes the value of different perspectives and cultures. In 2020, the Company partnered with a DEI professional to facilitate an assessment process, obtain feedback from all employees, prioritize new action plans and initiatives, and deepen our practice of prioritizing people. The Company is committed to ensuring all voices are heard, creating an environment where everyone has a sense of belonging and where all employees can show up every day as their true and authentic selves. Eighty-eight percent (88%) of August 1, 2015.employees participated in a DEI survey, over one-third (1/3) of the employees provided feedback through a one-on-one conversation or participation in a focus group and 100% of the Board members participated in a focus group discussion.



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The Company pays its employees fairly and equitably based on market rates for their roles, experience and how they perform. To ensure pay is competitive, the Company regularly benchmarks against other companies both within and outside the banking industry. The Company is committed to paying a living wage to employees and to supporting employees’ and their families’ well-being by offering a very competitive benefits package. The Company's Wellness Committee assists in prioritizing how to best support employees’ physical, emotional and financial wellness.

The Company recognizes how important it is for employees to develop and progress in their careers. To support this development, the Company provides a variety of resources to help employees grow in their current roles and build new skills, including a learning management system, tuition reimbursement, commercial banking development program, and manager effectiveness programs. The Company has an interactive talent management system that supports regular one-on-one meetings, tracking and measuring progress on performance goals, and prompts regular check-ins on strategic initiatives and cultural competencies. In 2020, 100% of the workforce established performance goals and over 13% of the workforce was promoted into new roles at the Company.

The Company values employee feedback and regularly conducts employee engagement surveys, pulse surveys, CEO videoconference and Q&A forums open to all employees as well as CEO small group chats. The CEO and Chief Operating Officer ("COO") personally reach out to employees on their birthdays and milestone anniversaries. In 2020, the Company achieved a record high employee engagement score of 91% and low turnover across the Company of 9.8%.
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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Company Overview and Strategy

The Company is a registered bank holding company engaged in business banking, private wealth, and bank consulting services through First Business Bank, headquartered in Madison, Wisconsin. All the commercial bankingCompany’s operations are conducted through the Bank and subsidiaries of the Bank. First Business Bank operates as a business through three wholly-owned bank subsidiaries. The Banks operate as business banks focusing on delivering a full line of commercial banking products including commercial loans and commercial real estate loans, and services tailored to meet the specific needs of small-small and medium-sizedmedium sized businesses, business owners, executives, professionals and high net worth individuals. First Business Bank's full-service banking locations operate in Wisconsin, Kansas, and Missouri while its Specialty Finance and Bank Consulting services are offered nationwide. First Business Bank specializes in business banking, including commercial lending and specialty finance, private wealth management solutions, and bank consulting services.
2015 representedThe Company’s operating philosophy is predicated on deep client relationships in its markets fostered by niche financial expertise. This philosophy is built on guiding principles including an entrepreneurial spirit and disciplined sales process, as core differentiators balanced with a yearconservative credit culture and efficiency associated with centralized administrative functions. The Company’s business banking focus does not rely on an extensive branch network to attract retail clients but instead draws on its strong client relationships and broad range of investment in both talentdeposit products and technology asservices to grow deposits at a rate generally consistent with the loan portfolio.

Long-Term Strategic Plan

In 2019, the Company continuedfinalized the development of its long-term strategic plan and began implementation of strategies and initiatives that will drive successful execution over the next five years. The Company’s vision statement or objective over this five-year period is to develop into a scalable franchise. excel by building the best team that works together to impact the Company’s clients’ success more than any other financial partner. To meet this objective, the Company identified four key strategies which are linked to corporate financial goals and to all business units to ensure communication and execution are consistent at all levels. These four strategies are:

1.The Company alsowill identify, attract, develop and retain a diverse, high performing team to positively impact the overall performance and efficiency of the Company.
2.The Company will increase internal efficiencies, deliver a differentiated client experience and drive client experience utilizing technology where possible.
3.The Company will diversify and grow its deposit base.
4.The Company will optimize its business lines for diversification and performance.

While the Company has made significant strides in expanding its Small Business Administration (“SBA”) lending platform across the entire Company footprint.
Performance highlights for the year ending December 31, 2015 include:
Net income for the year ended December 31, 2015 was a record $16.5 million, 16.8% higher than the previous recordconsiderable progress towards advancing each of $14.1 million earned for the year ended December 31, 2014.
Diluted earnings per common share were $1.90 for the year ended December 31, 2015 compared to $1.75 earnedthese four strategies in the prior year.
Top line revenue, which consists of net interest income and non-interest income, of $75.7 million fortwo years since the year ended December 31, 2015 increased 34.5% comparedplan's formation, the Company's commitment to $56.2 million forhuman capital management stands at the same period in 2014.
Return on average assets and return on average equity for the year ended December 31, 2015 were 0.97% and 11.36% respectively compared to 1.04% and 11.78% for 2014.
The chart below depicts total return to the Company’s stockholders during the period beginning December 31, 2010 and ending December 31, 2015 compared to the Total Return Index for the NASDAQ Composite, which is a broad nationally recognized index of stock performance by publicly traded companies and the SNL Bank NASDAQ, which is an index that contains securities of NASDAQ-listed companies classified according to the Industry Classification Benchmark as banks. The chart assumes that the valueforefront of the investmentother strategies as it is the foundation for achieving the Company's long-term financial goals. Regarding the strategies to increase internal efficiencies and optimize business line performance, the Company achieved superior-level performance in the Company’s common stock and eachtwo of the three indices was $100 on December 31, 2010,bonus criteria, efficiency ratio and that all dividends were reinvestedtop-line revenue, both of which are described further in FBIZ common stock.the 2020 Key Performance Measures table below. The Company has considered

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Index2010 20112012201320142015
First Business Financial Services, Inc.$100.00
 $125.37
 $176.61
 $294.90
 $382.80
 $407.41
NASDAQ Composite100.00
 99.21
 116.82
 163.75
 188.03
 201.40
SNL Bank NASDAQ100.00
 88.73
 105.75
 152.00
 157.42
 169.94
each of these four strategies in setting criteria for the 2021 key performance measures used in the executive compensation program.

2020 Key Performance Measures
The Compensation Committee has identified the following as important financial metrics for the Company. These metrics are indicators of the effectiveness of the Company’s execution of its long-term strategy and accordingly, have been selected as the performance measures for the executive compensation program.
Top Line Revenue
Top line revenue, defined as net interest income plus non-interest income, was $104.0 million for the year ended December 31, 2020, an 11.5% increase over the prior year. This was superior-level performance despite the impact of the COVID-19 pandemic and a near-zero interest rate environment, due to growth in loan and lease balances, loan fees, gains on sale of SBA loans, and fees associated with the execution of commercial loan interest rate swap activity.
The Company participated in the PPP program originating $328 million in PPP loans at a rate of 1% and recognized $2.2 million in interest and $5.3 million in PPP SBA processing fees during 2020. The PPP interest and processing fees were included in net interest income, a component of top line revenue.
The Company benefited from growth in loan and lease balances, excluding PPP loans, of $206.0 million, or 12.0%, as of December 31, 2020 compared to December 31, 2019.
Efficiency Ratio
The efficiency ratio was 63.09% for the year ended December 31, 2020, an improvement over the prior year. The ratio improved to superior-level performance primarily due to top line revenue growth of 11.50% outpacing operating expense growth of 5.6%. The impact of the COVID-19 pandemic slowed expense growth as the Company transitioned most of its workforce to a virtual environment. These expense reductions were partially offset by the Company's continued investment in production staff. On the revenue side of this ratio, as discussed above, the Company achieved exceptional revenue growth despite the impact of the COVID-19 pandemic, driven by strong loan and fee income growth.
Efficiency is one of four key strategies within the long-term strategic plan. The Company expects to improve efficiency over time through sharp focus on proactive expense management and revenue growth opportunities. These efforts include increasing commercial banking market share, bringing to scale our less mature markets and business lines, and becoming more efficient in our back office operations through effective use of technology to improve processes and automation.
Return on Average Assets
Return on average assets (“ROAA”) was 0.70% for the year ended December 31, 2020, which fell below threshold. The decrease in return on assets was attributable to an increase in the loan loss provision resulting from the uncertain economic conditions during the COVID-19 pandemic. Management was proactive in addressing its borrower needs during this time of uncertainty through its participation in the PPP program and by providing loan modifications which deferred payments up to six months to certain borrowers impacted by the COVID-19 pandemic. Management is encouraged by progress made during the year toward improving asset quality and the outlook on credit moving forward. The Company is confident the significant investments made in its franchise, including business banking, specialty finance and private wealth management, have built a foundation for sustainable growth in 2021 and beyond.
Additional information on the Company’s business results, including a discussion of the key performance measures described above, can be found in the Company’s 20152020 Annual Report on Form 10-K under the Management’s Discussion and Analysis of Financial Condition and Results of Operations section.

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Executive Compensation Highlights

Pay-for-Performance Compensation Philosophy

The Company’s executive compensation program is designed to bealign with the Company’s business strategy and with creating long-term shareholder value. The executive compensation program is heavily weighted toward compensating itsthe Company's executives based on Company performance. To that end, the Company has implemented executive compensation policies and practices that reinforce its pay for performancepay-for-performance philosophy and align with commonly viewed best practices and sound governance principles. Highlights include:

Linking Pay with Performance

The following highlights someexecutive compensation program is rigorous in linking pay and performance and the program provides for the Compensation Committee’s and the Board’s use of judgment as appropriate to ensure alignment. The Long-Term Incentive Plan (“LTI Plan”) provides for grants of equity ownership thereby aligning the interests of the Company’s executive compensation policies and practices:
Clawback policy for incentive compensation paid to current and former executive officers;
Annual reviewofficers with those of the shareholders.

In 2020, the Company issued a combination of Performance Restricted Stock Units (“PRSU”) and Restricted Stock Awards (“RSA”) to its executive officers. The Company believes PRSUs incentivize executive officers to drive long-term Company performance, thereby aligning the executive officers’ interests with the long-term interests of shareholders. The PRSUs are measured 50% on Total Shareholder Return (“TSR”) and 50% on Return on Equity (“ROE”) and will cliff-vest after a three-year measurement period based on the Company’s performance relative to a custom peer group. The executive officers’ grants are weighted approximately 60% in PRSUs and 40% in RSAs.

The Annual Cash Bonus Plan (“Annual Bonus Plan” or “Bonus Plan”) is designed to link pay and performance and uses a variety of key performance metrics (Adjusted Top Line Revenue, ROAA, Efficiency Ratio) which drive shareholder value and the Company’s business strategy.

Compensation Overview

The Company’s compensation program utilizes a compensation mix of fixed and variable pay and includes the Named Executive Officers;base salary, annual cash bonuses under the Bonus Plan is formulaic with clear disclosureand long-term equity awards under the LTI Plan; this mix provides a variety of business drivers; the 2015 review determined that the Bonus Plan is operating as intendedtime horizons to balance near-term and is providing appropriate incentives for the management team;long-term strategic goals.
Annual reviewThe CEO’s employment agreement and approval of the Company’s Compensation Philosophy;
Stock Ownership Guidelines for the Company’s Executive Officers were implemented in 2015; all Executive Officers are in compliance with the guidelines;
No-hedging and no-pledging policies;
Employmentexecutive officers’ change-in-control agreements entered into after 2006 require double-triggers upon a change in control;
Nonechange-in-control to receive certain severance benefits. In addition, none of the Company’s employmentthese agreements include an excise tax gross-up;gross-up.
Limited perquisites;The Company has a Clawback Policy that applies to all current and former executive officers. In the event that the financial results of the Company are restated as a result of material noncompliance with financial reporting requirements or as a result of improper conduct, the Company has the right to recoup certain cash and equity incentive compensation paid.
The Compensation Committee did not resetCompany has Stock Ownership Guidelines; the strike priceCEO and all Named Executive Officers (“NEOs”) are in compliance.
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The Company has no-hedging and no-pledging policies which prohibit all executive officers, Section 16 officers and Company directors from hedging or expired as of February 2015.pledging Company shares; the CEO, all executive officers, Section 16 officers and all Company directors are in compliance.

Consideration of 20152020 Say on Pay

At the Company’s 2015 annual meeting2020 Annual Meeting of shareholders,Shareholders, approximately 79%93% of voting shareholders approved the non-binding advisory proposal on the compensation of the Named Executive Officers. Approximately 97% and 96% of shareholders supported the Company’s say-on-pay vote (“SOP”) in 2014 and 2013 respectively. NEOs, (commonly referred to as a “say-on-pay” vote).

The Board and the Compensation Committee pay careful attention to communications received from shareholders regarding executive compensation, including the non-binding advisory vote. The Company carefully consideredconsiders the result of the 2015 advisory vote on executive compensation but not for specific 2015annually as one indicator of the overall soundness of the Board’s and Compensation Committee’s compensation decisions. After reviewing all available information, the Company feels the decline in the SOP for 2015 was a result of one of the proxy advisory firms recommending against SOP because of an amendment to the CEO employment agreement, which contained a preexisting single-trigger provision. The amendment made to the agreement was unrelated to the single-trigger provision and unrelated to any compensation provisions, and this provision has been in the CEO’s agreement since 2005. This is the only executive agreement that contains a single-trigger and agreements going forward will contain a double trigger. Based on this consideration and the other factors described in this
Executive Compensation Discussion and

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Analysis, the Compensation Committee did not materially alter the policies or structure for the Named Executive Officers’ compensation for 2015 or 2016.Program Overview

Introduction

This Compensation Discussion and Analysis describes the Company’s compensation philosophy and policies for 20152020 as applicable to the Named Executive OfficersNEOs in the Summary Compensation Table on page 28 (“Named Executive Officers”).37. This section explains the structure and rationale associated with each material elementcomponent of the Named Executive Officers’NEOs’ compensation, and it provides important context for the more detailed disclosure tables and specific compensation amounts provided following the section. For 2020, the Compensation Committee engaged McLagan, a part of the Rewards Solutions practice at Aon plc, as its outside independent compensation consultant. The Compensation Committee’s consultant regularly attends committee meetings and attends executive sessions as requested by the Compensation Committee’s Chair.

In 2020, McLagan conducted a review of the Company’s executive compensation programs. The Compensation Committee hasused data developed by McLagan in its determination of overall responsibilitycompetitive pay practices. In addition, McLagan aided in establishing measures for evaluating the PRSUs and recommended the Company's peer group for the Compensation Committee's consideration and approval.

The NEOs include the Company’s principal executive officer (i.e. CEO), principal financial officer (i.e. Chief Financial Officer) and the three other executive officers of the Company having the highest total compensation plans, policiesfor executive officers serving in that capacity at the end of 2020. These five individuals, identified below, and programs relating tothroughout the Named Executive Officers. proxy statement are the NEOs.

Named Executive OfficerTitle
Corey A. ChambasPresident and Chief Executive Officer of First Business Financial Services, Inc.
Edward G. Sloane, Jr.Chief Financial Officer of First Business Financial Services, Inc.
David R. SeilerChief Operating Officer of First Business Financial Services, Inc.
Mark J. MeloyChief Executive Officer of First Business Bank
Bradley A. QuadeChief Credit Officer of First Business Financial Services, Inc.
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The Compensation Committee reviews the performance of the Chief Executive Officer, Mr. Chambas,CEO and determines and recommends to the Board for approval the salary, bonus and bonusother compensation paid to him.

The Compensation Committee relies upon Mr. Chambas’the CEO’s assessment of each Named Executive Officer’sNEO’s individual performance, which considers the Named Executive Officer’sNEO’s efforts in achieving his or hertheir individual goals each year, managing and developing employees and the enhancement of long-term relationships with clients, if applicable to his or hertheir position. Individual goals for Named Executive Officers are established by Mr. Chambas in consultation with each Named Executive Officer. No Named Executive Officer participates in any recommendation or decision with respect to his or her own compensation or benefits.

The Compensation Committee’s charter gives it the authority to hire outside consultants to further its objectives and responsibilities. The Compensation Committee regularly utilizes, and expects to utilize in the future, various outside consultants, actuaries, and attorneys to assist in developing and implementing the essential components of the Company’s compensation programs. In 2015, the Compensation Committee retained Pearl Meyer & Partners, LLC (“PM&P”), a compensation consulting firm. PM&P is independent, reports directly to the Compensation Committee Chair, and performs no other work for the Company other than assisting the Compensation Committee in review of the total compensation program, including gathering and analyzing market data for compensation paid for similar positions at companies with which the Company competes for executive talent, validating the integrity of the Company’s peer group of financial institutions and for periodic review of director compensation. PM&P also provides input on marketplace trends and best practices relating to competitive pay levels, as well as developments in regulatory and technical matters. In addition, the Compensation Committee reviewed compensation survey data from industry sources such as McLagan and the American Bankers Association.

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Compensation Philosophy and Objectives

The overall objectives of the Company’s compensation programs are to align Named Executive Officer compensation with the success of meeting long-term strategic, operating and financial goals. The programs are designed to create meaningful incentives to manage the business successfully with a constant focus on the Company’s short-term and long-term performance as compared to the strategic plan and the key operating and financial objectives. The Company’s philosophy is intended to align the interests of Named Executive Officers with the long-term interests of shareholders. The executive compensation program is structured to accomplish the following objectives:

encourage a consistent and attractive return to shareholders over the long-term;
maintain an environment which encourages stability and a long-term focus for the primary constituencies of the Company, including shareholders, clients, employees, communities and government regulatory agencies;
maintain a program which:
provides compensation programs that support attracting and retaining highly qualified executives and employees;
clearly motivates employees to perform and succeed according to the Company’s current goals;
provides management with the appropriate empowerment to make decisions that benefit the primary constituents;
retains key employees critical to the Company’s long-term success;
provides for management succession planning and related considerations;
emphasizes formula-based components, such as performance-based bonus plans and long-term incentive plans, in order to better focus management efforts in its execution of corporate goals;
encourages increased productivity; and
responsibly manages risks related to compensation programs;
provide for subjective consideration in determining incentive and compensation components; and
ensure that management:
fulfills its oversight responsibility to its primary constituents;
conforms its business conduct to the highest ethical standards;
remains free from any influences that could impair or appear to impair the objectivity and impartiality of its judgments or treatment of the Company’s constituents; and
continues to avoid any conflict between its responsibilities to the Company and each Named Executive Officer’s personal interests.

Director and Executive Officer Stock Ownership Guidelines

The Board established director stock ownership guidelines in 2012 and recently established stock ownership guidelines for executive officers, including all of the Named Executive Officers (“Executive Officers”), as another means by which to align their decisions with creating shareholder value. The guidelines are based on a multiple of base salary for the CEO and Executive Officers and a multiple of the annual retainer fee for the directors as follows:


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PositionBaselineMinimum Ownership as a multiple of the Baseline
DirectorAnnual Board Retainer3x
CEOBase Salary3x
Executive OfficerBase Salary1x

Executive Officers and directors are allowed five years from the later of the establishment of the guidelines or their appointment to accumulate the minimum number of shares to satisfy these guidelines. The complete details of the ownership guidelines are available in the Company’s Corporate Governance Guidelines posted on its website.

No-Hedging and No-Pledging Policies

The Company has an Insider Trading Policy that prohibits Section 16 officers and directors from hedging Company stock, from holding Company stock in a margin account or from pledging Company stock as collateral for a loan unless there is an approved exception in accordance with the Policy including a grandfathered pledge or adequate financial resources to prevent a forced sale. All Section 16 officers and directors are currently in compliance with these policies.

Compensation Factors

General
General.
The Compensation Committee’s decisions regarding each Named Executive OfficerNEO are based, in part, on the Compensation Committee’s subjective judgment, and also take into account qualitative and quantitative factors, as will be set forth in the discussion below. In reviewing a Named Executive Officer’san NEO’s compensation, the Compensation Committee considers and evaluates all components of the Named Executive Officer’sNEO’s total compensation package.

Company Performance
Company Performance.
In establishing Named Executive OfficerNEO compensation, the Compensation Committee measures the Company’s performance compared to management’s and the Board’s goals and objectives, and also compares Company performance to that of the Company’s peer group of financial institutions. The Compensation Committee believes that using the Company’s performance as a factor in determining a Named Executive Officer’san NEO’s compensation is effective in helping to align the Named Executive Officer’sNEO’s interests with those of the Company’s shareholders. With that in mind, the Compensation Committee focuses on key financial performance criteria such as revenue growth goals, operating profitability goals and goals related to strategic objectives, as determined by the Board. As part of the evaluation and review of these criteria, the Compensation Committee will also take into account various subjective issues, such as general economic conditions including the interest rate environment and its impact on performance, and how they may affect the Company’s performance. The Compensation Committee did not make any discretionary adjustments to any performance criteria in 2020 due to the extenuating circumstances relating to the COVID-19 pandemic.

Peer Group Analysis.Companies and Analysis

The Compensation Committee reviews compensation levels and design at peer companies as part of its decision-making process so it can set total compensation levels that it believes are competitive and aligned with the Company and level of performance. The Compensation Committee generally strives to establish compensation for its executive officers that is competitive with that of our peer companies, while also taking into consideration other factors such as additional competitive market data, the scope of particular job responsibilities, individual performance of the executive officer, internal pay equity and other factors. The Compensation Committee’s determinations for executive officers are based on its review of such factors. Determinations are also informed by the experiences of the members of the Compensation Committee as well as input from, and peer group data provided by, the Compensation Committee’s independent compensation consultant, McLagan.

For purposes of peer analysis in assessing performance, the Company utilizes a peer group that includes commercial banks of similar asset size. Given the ever-changing landscape within the banking industry, the
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Compensation Committee regularly reviews and validatesrecalibrates the group of banks used for this analysis. analysis as recommended by McLagan.

In 2015, in connection with its analysis of2019, the Company’s executive compensation programs, PM&PCompany compiled an updated market reference group of publicly-tradedhigh performing publicly traded bank holding companies with an asset sizetotal assets between $800 million$1.0 billion and $3.5$4.0 billion which isat the time was approximately one-half to two times the Company’s size, a commercial lending concentration of at least 70%65%, headquarters in the continental United States (excluding some specific states due to different market and compensation conditions), similar product offerings, listed on a national exchange and a strong performance history. Eight banks were dropped due to not meetingminimum of 0.50% ROAA for the foregoing criteriacurrent year and seven new banks were added that meet all the criteria; thereby maintaining the

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integrity of the peer group.prior two years. This updated market reference group had median assets of $1.9$1.973 billion at the endtime of 2014. This is the analysis and was used for 2020 compensation decisions.

The peer group used for purposes of 20152020 compensation decisions andis reflected below (“Peer Group”).below. The companies included in this Peer Grouppeer group are as follows:

Institution Name
Avenue Financial Holdings,American National Bankshares, Inc.
Baylake Corp.Bridgewater Bancshares, Inc.
CoBiz FinancialCivista Bancshares, Inc.
Codorus Valley Bancorp, Inc.
Community Bankers Trust Corporation
Community Financial Corporation
Enterprise Financial Services Corp.First Community Corporation
First Guaranty Bancshares, Inc.
FVCBankcorp, Inc.
Investar Holding Corporation
Level One Bancorp, Inc.
Macatawa Bank Corporation
Mackinac Financial Corporation
Malvern Bancorp, Inc.
Mercantile Bank Corporation
Mid Penn Bancorp, Inc.
Nicolet Bankshares, Inc.
Old Line Bancshares, Inc.*
Old Second Bancorp.Bancorp, Inc.
Pacific Continental CorporationPeoples Financial Services Corp.
QCR Holdings, Inc.
Southern NationalPeople’s Utah Bancorp of Virginia, Inc.
Southwest Bancorp, Inc.
Stock Yards Bancorp, Inc.
TriState Capital Holdings, Inc.
Washington First Bankshares, Inc.
West Bancorporation, Inc.
*Old Line Bancshares, Inc. was acquired in November 2019

In addition,2020, the Compensation Committee reviewed compensation survey data that is readily availableengaged McLagan to evaluate the Company from industry sources suchmeasures used to determine the Company's peer group. Given the Company's significant non-interest income business lines, McLagan recommended replacing total asset size with total revenue as PM&P, McLagana more accurate and the American Bankers Association.

Other factors of Company performance that may affect a Named Executive Officer’s compensation include client satisfaction, employee engagement, talent development, succession planning considerations, employee turnover, as well as other less subjective performance considerations.

Comparison to Peer Group. In establishing the compensationmeaningful measure of the Named Executive Officers,size, scale, and complexity of the Compensation Committee utilizesCompany's operation. As a result, a new peer group was compiled reflecting a reference group of high performing publicly traded bank holding companies with revenue between $65 and $190
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million which at the time (June 2020) was approximately one-half to two times the Company’s size, a commercial lending concentration of at least 75%, headquarters in the continental United States (excluding some specific states and large metropolitan areas due to different market data regardingand compensation conditions), similar product offerings, listed on a national exchange and a minimum of 0.50% ROAA for the compensation practicescurrent year and prior two years. This updated reference group had median revenue of other financial institutions$91 million at the time of a similar asset size and complexity. In some cases, however, the analysis. The Compensation Committee will consider data from outsideuse the new peer comparisongroup when reviewingmaking compensation practices if that comparison identifies similarities, such as business-line focus and geography. The Compensation Committee believes that such comparisons are usefuldecisions in creating an overall compensation program to stay competitive in the marketplace and for attracting and retaining qualified Named Executive Officers. While the Compensation Committee believes that it is prudent to consider such comparative information in determining compensation practices, it does not set strict parameters using this data. Rather, the Compensation Committee uses comparative data to ensure that Named Executive Officer compensation is not inconsistent with appropriately defined peer organizations. Generally, the Compensation Committee believes that the Company’s current Named Executive Officers have established a sound track record of long-term performance that warrants compensation at or around the median level of compensation among similar financial institutions.2021.


Individual Performance. When evaluating a Named Executive Officer’s individual performance, the Compensation Committee takes into account Mr. Chambas’ assessment of individual performance, which considers the Named Executive Officer’s efforts and results in achieving his or her individual goals each year, managing and developing employees and the enhancement of long-term relationships with clients, if applicable to the Named

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Executive Officer’s position. The measure of a Named Executive Officer’s individual performance and individual contribution to the overall Company performance depends, to a degree, on what steps are taken to increase revenues and fee income and to operate efficiently and the outcome of such strategies. Each Named Executive Officer has different goals established that are intended to focus that Named Executive Officer’s contributions to the strategic goals of the Company. Individual goals for Named Executive Officers are developed by Mr. Chambas in consultation with each Named Executive Officer. The Board establishes Mr. Chambas’ goals based on the Company’s annual strategic plan and annual budget plan.

Chief Financial Officer Transition

In January of 2016, Edward G. Sloane, Jr. was hired as Chief Financial Officer of the Company replacing James F. Ropella, the Company’s former Chief Financial Officer who had previously announced his plans to retire. Mr. Ropella will continue his employment with the Company in the roles of Senior Vice President and Treasurer to facilitate the transition of the Chief Financial Officer position to Mr. Sloane. Following this transition period, Mr. Ropella and the Company will enter into a previously disclosed consulting arrangement.

Compensation Program Components

The Compensation Committee strives to provide an appropriate mix of compensation components, including finding a balance between current and long-term compensation and between cash and equity incentive compensation. Cash payments primarily are aligned with and reward more recent performance, while equity awards encourage the Company’s executives to continue to deliver results over a longer period of time and also serve as a retention tool. Compensation for 2015 for the Named Executive OfficersNEOs was allocated between base salary, annual incentive compensation and longer-term awards as follows.

Base Salary
Base Salary.
The Company annuallyCompensation Committee generally reviews the base salaries of the Named Executive Officers to determine whetherNEOs on an annual basis and also makes periodic adjustments in connection with promotions, market conditions or not they will be adjusted.changes in position. The salaries for 2015,2020, determined by the Compensation Committee at the end of 2014,2019 as described in our 2019 Proxy Statement, are set forth in the Summary Compensation Table on page 28. In determining these salary levels,37. For each fiscal year, the Company considered the followingCompensation Committee considers various factors with no specific weighting applied to any single factor:

the compensation philosophy and guiding principles described above;
the performance of the Company versus key financial objectives;
including the base salary paid to the Named Executive OfficersNEO in comparable positions at companies in the Peer Group, generally using the median as its point of reference if the Named Executive Officer’s overall performance and experience warrants such consideration;
peer group, the overall professional experience and background and the industry knowledge of the Named Executive Officers andNEO, the quality and effectiveness of their leadership at the Company;
allperformance of the other components of executive compensation, including bonus, equity grants, retirement and death benefits,Company as compared to its key financial objectives over the prior fiscal year as well as other benefits and perquisites;
total shareholder return and the long-term performanceinformation provided by its compensation consultant in making these decisions. In 2020, McLagan conducted an executive compensation study which included a market evaluation of the Company’s stock price; short-term stock price performance is not a key factor in considering compensation as the Compensation Committee believes that the short-term performance of the stock price is subject to factors outside the control of executive management; and
internal pay equity among the Company’s Named Executive Officers.

base salaries.

At the end of 2015,2020 in establishing NEO base salaries for 2021, the Compensation Committee determinedconsidered the factors discussed above as well as the Company’s 2020 financial performance, the results of the McLagan 2020 executive compensation study and each NEO's individual performance and increased base salaries of the Named Executive Officers for 2016. The Compensation Committee approved raises for all of the Named Executive Officers for 2016 based on the factors described above. The base salaries for 2015 and 2016 are as follows:shown below:


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NamePosition2015 Base Salary2016 Base Salary
Corey A. ChambasPresident and Chief Executive Officer$416,000$432,640
James F. Ropella(1)
Senior Vice President & Chief Financial Officer$260,000$267,800
David R. Papritz(2)
Chief Financial Officer and Senior Vice President - Corporate Development$260,000N/A
Charles H. BatsonPresident & CEO - First Business Capital Corp.$242,927$250,000
Michael J. LoseneggerChief Credit Officer$221,950$230,828
Pamela J. BernekingPresident & CEO – Alterra Bank$208,000$240,000

NamePosition2019 Base Salary2020 Base Salary2021 Base Salary
Corey A. ChambasPresident and Chief Executive Officer$466,000$490,000$510,000
Edward G. Sloane, Jr.Chief Financial Officer$270,375$281,190$286,814
David R. SeilerChief Operating Officer$291,200$302,848$313,448
Mark J. MeloyCEO - First Business Bank$231,001$234,466$239,155
Bradley A. QuadeChief Credit Officer
$240,000 (1)
$240,000$247,200
(1)On January 30, 2015, Mr. Ropella resumed his role as Chief Financial Officer of the Company. At a meeting of the Compensation Committee held on January 29, 2015, it was determined that Mr. Ropella’s annual base salary for 2015 would be increased to $260,000 to compensate him for his role as Chief Financial Officer.
(2)Mr. Papritz resigned as Chief Financial Officer ofQuade joined the Company effective January 30, 2015.on October 31, 2019 and was not NEO at that time. Mr. Quade became an NEO in 2020.



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Annual Bonus.Bonus Plan

The Compensation Committee typically determines eligibility for annual bonus payments using the parameters defined in the Company’s Bonus Plan, which is a performance-based bonus plan for eligible officers and employees of the Company, including the Named Executive Officers.NEOs. The plan is formulaic and has clear disclosure of the business drivers. As established, the Compensation Committee retains the right to modify the Bonus Plan or withhold payment at any time.


For 2015,In 2020, the Company’s overall performance and achievement of individual goals resulted in aggregate bonus payments of approximately $466,234 paid to the Named Executive Officers compared to aggregate bonus payments of $615,702 paid in 2014. Since not all performance measures were achieved at target in 2015, the 2015 aggregate bonus payments were lower than 2014 demonstrating the Company’s pay for performance commitment. The bonuses paid to Mr. Chambas and the other Named Executive Officers are set forth in the Summary Compensation Table on page 28 of this Proxy Statement.    

The Named Executive OfficersNEOs participating in the Bonus Plan may earn an annual performance-based bonusearned bonuses based on the performance of the Company, the Company and Alterra Bank or the Company and FBCC.Company. The measure of the Company’s performance is based on a combination of measures including revenue growth goals, operating profitability goals and goals related to strategic objectives, as established and measured by the Compensation Committee and the Board. Each measure is equally weighted.

TheIn January of each year, the Compensation Committee and Board approveapproves threshold, target and superior levels for each of the measures used in the Bonus Plan, given the expectations and strategies for each particular year. The specific performance metrics established with respect to the Company’s 2015 performance that are non-GAAP measures are defined below.

The following chart outlines the performance measures that were used in the Named Executive Officers’ bonus calculations. The bonuses for Mr. Chambas, Mr. Ropella and Mr. Losenegger were calculated based 100% on the performance of the Company, Mr. Batson’s bonus was calculated based 75% on the performance of the FBCC Division and 25% on the performance of the Company, and Ms. Berneking’s bonus was calculated based 75% on the performance of Alterra Bank and 25% on the performance of the Company. Based on the combined performance of Alterra Bank and the Company, Ms. Berneking earned a 2015 bonus equal to 33.29% of her base salary. Had the performance of Alterra Bank and the Company not reached the levels it did during 2015, with respect to 2015 only, Ms. Berneking

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would have still been entitled to a bonus equal to 10% of her base salary, which was included in her employment agreement with the Company as part of its 2014 acquisition of Alterra Bank.

  MeasurementThresholdTargetSuperiorActualWeighting
 
 CompanyTop Line Revenue73,000,000
74,000,000
75,000,000
75,651,418
33.33%
 Analyzed Service Charges3,454,000
3,541,000
3,627,000
3,379,385
33.33%
 Adjusted Pre-tax Return on Assets1.59%1.65%1.71%1.59%33.33%
 Alterra BankAdjusted Top Line Revenue15,000,000
15,300,000
15,750,000
15,879,304
33.33%
 Analyzed Service Charges307,710
322,710
352,710
342,242
33.33%
 Adjusted Pre-tax Return on Assets2.00%2.15%2.50%1.80%33.33%
 FBCC DivisionTop line Revenue9,950,000
10,100,000
10,325,000
10,489,955
33.33%
 Adjusted Pre-tax Income4,350,000
4,500,000
4,800,000
4,892,708
33.33%
 Adjusted Pre-tax Return on Assets2.54%2.61%2.74%3.06%33.33%

The Company’s actual 2015 performance measurements used by the Compensation Committee solely to determine whether the Company met the bonus criteria set forth above included the Company’s top line revenue, defined as net interest income plus non-interest income, analyzed service charges defined as service charges for treasury management services where the Company is compensated by the clients’ deposits or direct cash charges when balances are insufficient to cover charges and adjusted pre-tax return on assets. Adjusted pre-tax return on assets is defined as the total of top line revenue less non-interest expense less net loan and lease charge-offs less the net change in specific reserves on impaired loans divided by average assets. Alterra Bank’s measures were adjusted top line revenue, analyzed service charges and adjusted pre-tax return on assets. The definitions of these criteria are the same as used for the Company; however, the results are for Alterra Bank less the effects of purchase accounting adjustments recognized in 2015. The FBCC Division's measures were top line revenue, adjusted pre-tax income, defined as top line revenue less non-interest expense less net loan and lease charge-offs less the net change in specific reserves on impaired loans and adjusted pre-tax return on assets. The definitions of top line revenue and adjusted pre-tax return on assets are the same as used for the Company; however, the results for all three criteria are for the FBCC division.

The specific performance metrics established with respect to the Company’s 2015 performance were selected as key measures of profitability, growth and achievement of our strategic objectives. Adjusted pre-tax return on assets and adjusted pre-tax income were selected as they are measures of relative and absolute current year profitability.
Top line revenue performance was used because it is an overall indicator of growth, which is a strong driver of profitability in future years. Growth in analyzed service charges is an indicator of growth in business deposit relationships. This is a strategic as well as financial metric that was chosen because of our branchless model and the resulting need to strongly focus on in-market deposit generation, our strategic focus on adding C&I relationships and the metric’s alignment with our strategy of increasing our fee income percentage through service charge income.

Bonus payments under the Bonus Plan are determined by the formulas described below, although the Board reserves the right to modify downward the payouts in its sole discretion.judgment. The Bonus Plan has a safeguard of requiring that the Company must meet one-half of the return on asset threshold before any bonus payment can be made based on performance on any criteria.

The following chart outlines the Company's performance measures that were used in the NEOs’ bonus calculations. The bonus calculations for all NEOs were based 100% on the performance of the Company.

MeasureThresholdTargetSuperiorActualWeighting
Top Line Revenue(1)
$96,000,000$99,500,000$103,000,000$104,011,00033.33%
Efficiency Ratio(2)
66.50%65.50%64.50%63.09%33.33%
Return on Average Assets(3)
0.90%1.00%1.15%0.70%33.33%
(1)Top Line Revenue is defined as net interest income ($77.1 million) plus non-interest income ($26.9 million).
(2)Efficiency Ratio is defined as non-interest expense excluding the effects of the SBA recourse provision, impairment of tax credit investments, losses or gains on foreclosed properties, amortization of other intangible assets, loss on early extinguishment of debt, and other non-operating items, if any.
(3)Return on Average Assets is defined as net income divided by average assets.
The specific performance metrics established with respect to the Company’s 2020 performance include the following non-GAAP financial measures, which management believes are relevant measures to align employees’ performance with the Company’s profitability, growth and achievement of the Company’s strategic objectives:

Top line revenue is a key measure of growth and income diversification.
The efficiency ratio measures operating expenses in relation to top line revenue. Certain non-operating and discrete items were excluded to remove volatility from the measure.

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With respect to the bonus formula, bonuses under the Bonus Plan provide for bonus payments of 0% to 85%95% of eligible salary. The target annual incentive opportunities for each position did not change in 2020. In 2015,2020, the Bonus Plan provided that ourthe President and Chief Executive Officer would receive up

22


0% to 85%95% of his salary with a target payment of 40%45%, the President & Chief ExecutiveFinancial Officer of FBCCand the Chief Operating Officer would each receive up0% to 75% of his salary with a target payment of 35%, and the other NamedChief Credit Officer and the Chief Executive OfficersOfficer of FBB would each receive up0% to 60% of their salarieshis salary with a target payment of 30%.


Named Executive Officer
Payout on Company PerformancePayout on Division/ Bank

Consolidated Payout
Bonus Payout
% of Target($)
Corey A. Chambas32.10%NA
32.10%80.25%133,536
James F. Ropella23.62%NA
23.62%78.73%61,412
David PapritzNA
NA
NA
NA
NA
Charles H. Batson7.17%54.42%61.59%175.97%149,618
Michael J. Losenegger23.62%NA
23.62%78.73%52,425
Pamela J. Berneking5.91%27.38%33.29%110.96%69,243
WhileAfter the amountend of the base bonus payment is determined, primarily, by reference to the performance metrics described above,fiscal 2020, the Compensation Committee also considersdetermined the extent to which the performance goals were achieved and subsequently approved the award to each Named Executive Officer’s progress toward individualNEO for payment in 2021. Neither the incentive goals when ultimately determining whethernor the Named Executive Officer will receive 100% of his or her eligible bonus. Individual goals, which areaward formula were modified from levels established at the beginningin early 2020, in spite of the year, are considered but are not necessarily assigned a particular weight or value. The Compensation Committee determined thatunique performance challenges posed by the Named Executive Officers performed well against their respective individual performance goals in 2015. The 2015 individual goals are set forth below:COVID-19 pandemic.
Corey A. Chambas, President & CEO
Achieve the business objectives set forth in the Company’s Strategic Plan.
Continue focus on succession planning and talent development.
Maintain positive investor relations and company visibility.
Properly manage risks of the Company.
Recruit a Chief Financial Officer.
Meet or exceed expected results for Company asset quality, employee engagement, manager/supervisor effectiveness, internal customer service satisfaction, client satisfaction and turnover.
James F. Ropella, SVP & Chief Financial Officer
Achieve the business objectives set forth in the Company’s Strategic Plan
Continue to lead, engage and develop team members in areas of responsibility.
Maintain positive investor relations and company visibility.
Properly manage risks of the Company.
Meet or exceed expected results in areas of responsibility for employee engagement, manager/supervisor effectiveness, internal customer service satisfaction and turnover.
David R. Papritz, former Chief Financial Officer and SVP of Corporate Development
Because Mr. Papritz resigned effective January 30, 2015, he is not eligible for a bonus for 2015.
Charles H. Batson, President & CEO, FBCC
Continue to lead, engage and develop team members in areas of responsibility.
Expand geographically as set forth in Company’s Strategic Plan.
Meet or exceed expected results in areas of responsibility for asset quality, employee engagement, manager/supervisor effectiveness, internal customer service satisfaction and turnover.

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Michael J. Losenegger, Chief Credit Officer
Ensure asset quality standards are met Company-wide.
Continue to lead, engage and develop team members in areas of responsibility.
Meet or exceed expected results in areas of responsibility for employee engagement, manager/supervisor effectiveness, internal customer service satisfaction and turnover.

Pamela J. Berneking, President & CEO, Alterra Bank
Continue to lead, engage and develop team members in the areas of responsibility.
Maintain leadership position in local market.
Expand and grow SBA business line throughout the Company’s footprint.
Meet or exceed expected results in areas of responsibility for asset quality, employee engagement, manager/supervisor effectiveness, internal customer service satisfaction, client satisfaction and turnover.

Named Executive OfficerTargeted Payout as % of Base SalaryActual
Payout as % of Base Salary
Bonus Payout ($)
Corey A. Chambas45.00%63.33%$310,333
Edward G. Sloane, Jr.35.00%50.00%$140,595
David R. Seiler35.00%50.00%$151,424
Mark J. Meloy30.00%40.00%$93,786
Bradley A. Quade30.00%40.00%$96,000
Clawback Provision of Bonus Plan Payments. The Company’s Bonus Plan includes a clawback provision that applies to all current and former executive officers. In the event that the Company’s financial results are restated as a result of material noncompliance with financial reporting requirements, the Company shall have the right to recoup certain Bonus Plan payments paid to certain executive officers.

Long-Term Incentive Plan. Plan

The LTI Plan was established to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate personsemployees who make or are expected to make important contributions to the Company by providing equity ownership opportunities and equity-based incentives, thereby aligning the interests of such persons with those of the shareholders. The LTI Plan is administered by the Compensation Committee of the Board and provides for the grant of equity ownership opportunities through incentive stock options and nonqualifiednon-qualified stock options, restricted stock, restricted stock units, dividend equivalentperformance restricted stock units and any other type of award permitted by the LTI Plan.


The Compensation Committee annually evaluates the financial performance ofIn 2020, the Company againstissued a mix of PRSUs and RSAs to its peersexecutive officers. The PRSUs are determined by TSR and ROE and cliff-vest after a three-year measurement period based on the individualCompany’s performance of each Named Executive Officerrelative to determine ifa custom peer group. The PRSUs enhance the alignment between Company performance meets or exceeds expectations and whether or notexecutive officer pay and strengthen long-term shareholder alignment by linking the ultimate payout to pre-established relative goals based on a grant is awarded.formula. The Company currently issuesRSAs vest ratably over a three-year period and serve as a strong retention tool for the Company’s executive officers. The executive officers' grants are weighted approximately 60% in PRSUs and 40% in RSAs. The Company’s executive officers are eligible to receive dividends on all outstanding, unvested shares of restricted stock and dividend equivalents with respect to shares subject to outstanding, unvested PRSU awards at the target level of performance. To the extent dividends or other distributions are paid to shareholders in cash, the Company’s executive officers will receive dividend equivalents paid in cash with respect to outstanding, unvested restricted stock generally vestsand PRSU awards at the same time as payment is made to shareholders of the Company. To the extent any dividends or other distributions are paid to shareholders in equal increments over a fourshares, the Company’s executive officers will receive dividends or dividend equivalents in the form of additional restricted shares or performance restricted stock units subject to the same risk of forfeiture and other terms underlying an applicable restricted stock or PRSU award.
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2020 PRSU Program Features
Vehicle
Value of units is measured on a relative basis over the performance period; units are settled in shares at vesting.
Performance Period
Awards made in 2020 have a three (3) year performance measurement period of 2020 - 2022 and will cliff vest at the end of the measurement period.
Performance Measures
Relative Total Shareholder Return and Relative Return on Average Equity; each measure is weighted 50%.
Payout
Payout under the program is calculated at the end of the three-year performance period and is based on the relative performance for each measure against the custom peer group. Payout at the 25th percentile of the peer group will result in an award of 50% of the target value, payout at the 50th percentile of the peer group will result in an award of 100% of the target value, and payout at the 75th percentile or above of the peer group will result in an award of 200% of the target value. Achievement of each performance measure is determined by straight-line interpolation for actual performance falling between threshold and target or target and maximum levels. If achievement with respect to a particular performance measure does not reach threshold level, then no portion of the award will vest with respect to such performance goal.
Peer Group Performance
A peer group is established for each grant to measure relative performance. The peer groups consist of publicly traded banks, headquartered in the US, with assets between one-half and two times the asset size of the Company. For the 2020 grant, the peer group is comprised of approximately 140 banks and the peer group will remain static for each grant throughout the measurement period.

Shares certified as earned by the Compensation Committee believes that making annual awards is incentivizingat the Named Executive Officers to focus on consistent and sustainableend of the performance overperiod will be distributed within 60 days of the long term.year following the performance period.

The targeted amount of the LTIlong-term incentive awarded for each of the Named Executive OfficersNEOs is determined utilizing market data for similar positions within the industry as well as relative roles and responsibilities within the Company. Awards made in 2015 include restricted stock awardsThe targeted value of the grant is determined as a percentage of their base salary and ranges from 30% to Named Executive Officers which generally vest in equal increments over a four year period.50%. The following chart outlinessummarizes the number of restricted shares awardedequity awards made to each of the Named Executive OfficersNEOs in 2015.2020.


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Table of Contents
NamePositionPRSU # Granted at TargetPRSU Grant Date Fair ValueRSA # GrantedRSA Grant Date Fair Value
Corey A. ChambasPresident and Chief Executive Officer5,700$178,4963,800$98,116
Edward G. Sloane, Jr.Chief Financial Officer2,455$76,8841,365$35,244
David R. SeilerChief Operating Officer2,640$82,6721,470$37,955
Mark J. MeloyCEO - First Business Bank1,590$49,7911,135$29,306
Bradley A. QuadeChief Credit Officer1,630$51,0431,165$30,080


NamePosition2015 Restricted Shares Issued
Corey A. ChambasPresident and Chief Executive Officer7,650
James F. RopellaSenior Vice President & Chief Financial Officer2,990
Charles H. BatsonPresident & CEO - First Business Capital Corp.2,790
Michael J. LoseneggerChief Credit Officer2,550
Pamela J. BernekingPresident & CEO – Alterra Bank2,390
David PapritzNA

These restricted stockequity awards are also listed in the Outstanding Equity Awards at Fiscal Year End table on page 31.40.

All Other Compensation and Perquisites. While the Compensation Committee reviews and monitors the level of other compensation offered to the Named Executive Officers,NEOs, it typically does not adjust the level of benefits offered on an annual basis. The Compensation Committee does consider the benefits and perquisites offered to the Named Executive OfficersNEOs in its
33

evaluation of the total compensation received by each. It is the Company’s belief that perquisites for Named Executive OfficersNEOs should be very limited in scope and value and reflective of similar perquisites from competitive employers both in the industry and the region. Due to this philosophy, the Company has generally provided nominal benefits to Named Executive OfficersNEOs that are not available to other employees and plans to continue this approach in the future. The benefits offered in 20152020 to the Named Executive OfficersNEOs will continue for 2016.2021. The perquisites received by the Named Executive OfficersNEOs in 20152020 are reported in the Summary Compensation Table on page 28.37.


Director and Named Executive Officer Stock Ownership Guidelines

The Board has established director and NEO stock ownership guidelines as another means by which to align their decisions with creating shareholder value. The guidelines are based on a multiple of base salary for the CEO and NEOs and a multiple of the annual cash and equity retainer for the directors as follows:
PositionBaselineMinimum Ownership as a multiple of the Baseline
DirectorAnnual Cash and Equity Retainer3x
CEOBase Salary3x
NEOsBase Salary1x

NEOs and directors are allowed five years from the later of the adoption of the guidelines or their appointment to accumulate the minimum number of shares to satisfy these guidelines. All NEOs and directors who are subject to these guidelines are currently in compliance. The complete details of the ownership guidelines are available in the Company’s Corporate Governance Guidelines posted on its website located at ir.firstbusiness.bank/govdocs.

Clawback Policy

The Company’s Clawback policy applies to all current and former executive officers. In the event of a material restatement of the Company’s financial results, other than a restatement due to changes in accounting principles or applicable law or interpretations thereof, the Board will review the facts and circumstances that led to the requirement for the restatement and will take such actions, including clawback, as it deems necessary or appropriate. The Board will consider whether any executive officer received cash and/or equity incentive compensation based on the original financial statements because it appeared they achieved financial performance targets which in fact were not achieved based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such acts or omissions constituted improper conduct.

No-Hedging and No-Pledging Policies

The Company has an Insider Trading Policy that prohibits executive officers, Section 16 officers and directors from hedging Company stock, from holding Company stock in a margin account and from pledging Company stock as collateral for a loan. All Section 16 officers, including all executive officers, and directors are currently in compliance with these policies.

34

Assessment of Compensation Risk
    
As a publicly-tradedpublicly traded financial institution, the Company must comply with several often overlapping layers of regulations when considering and implementing compensation-related decisions. These regulations do not set specific parameters within which compensation decisions must be made, but do require the Company and the Compensation Committee to be mindful of the risks that often go hand-in-hand with compensation programs designed to incentivize the achievement of better than average performance.

The Compensation Committee believes that a sensible approach to balancing risk-taking and rewarding reasonable, but not necessarily easily attainable, goals has always been a component of its overall assessment of the compensation plans, programs and arrangements it has established for the Named Executive Officers.NEOs.
    
In 2015,addition to our cultural competencies, the Company engages in the following practices to ensure its executive compensation program is aligned with shareholders interests and protects the Company against excessive risk taking:

Variable compensation based on a variety of performance goals,
Board discretion to lower incentive award amounts,
Balanced mix of short-term and long-term incentives with emphasis on performance,
Stock ownership guidelines,
No-hedging and no-pledging provisions, and
Clawback provisions.

In 2020, the Compensation Committee completed its thorough annual review of all compensation programs offered at the Company including those described in this Compensation Discussion and Analysis, to determine whether any aspect of the plans or programs encourages excessive or unnecessary risk that would adversely affect the long-term value or performance of the Company. Based on the risk assessment process and the practices listed above, the Compensation Committee concluded that the compensation plans and programs, considered individually and as a whole, do not encourage excessive risk takingrisk-taking by Named Executive OfficersNEOs or other employees.

35
The Compensation Committee then reviewed the executive compensation structure overall and reached the following conclusions, based on key risk categories:


25


Strategic Risk: The Compensation Committee determined that, overall, the performance metrics used are aligned with the Company’s strategy and objectives for long-term value creation for its shareholders, properly reward various performance outcomes, and account for risk over a longer-term time horizon.
Cultural Risk: The Company has a strong set of corporate values that emphasize ethical behavior, actions that contribute to building long-term value- rather than short-term performance, teamwork and investment in people and infrastructure. The Company’s Named Executive Officers and all employees have little incentive to be overly focused on short-term stock price performance.
Governance Risk: The Compensation Committee is independent, has access to and utilizes consultants and other advisers independent of management, has an appropriate level of expertise and is fully educated on all significant incentive plans and programs. The Compensation Committee has a disciplined process of establishing goals for and evaluating the performance of Mr. Chambas in executive sessions.
Pay-Mix Risk: The Company has market-competitive salaries to reduce pressure on short-term performance to earn reasonable annual compensation. The Compensation Committee believes the mix between longer-term incentives is appropriately balanced with motivation for short-term performance.
Performance Measurement Risk: Financial performance measures consider the income statement, balance sheet and asset quality measures so that management is accountable for all aspects of the Company’s financial health. The Company considers both financial and non-financial performance outcomes in assessing Named Executive Officers’ and all employees’ performance and compensation.
Annual Incentive Risk: Named Executive Officers’ and all employees’ annual bonuses are earned based on both financial performance and non-financial performance. Goals for achieving target bonuses are reasonably achievable with good performance. The Compensation Committee believes the goals are challenging, but not unachievable. The bonus payout curves do not use steep cliffs for target bonus or exponential payouts for maximum payouts. In addition, the Company must meet or exceed one-half of the return on asset threshold level before any bonus payment can be made based on performance on any criteria.
Long-Term Incentive Risk: The LTI Plan uses multiple performance metrics and compares the Company’s performance to its peer group to determine if annual equity grants are appropriate each year. The equity grants generally vest over a four-year period and there are no accelerated payout curves. The target payouts under the LTI Plan are reasonable in light of the Company’s overall pay mix. Named Executive Officers typically receive grants on an annual basis, therefore significant value is created over time and short-term performance is not overemphasized, further reducing risk and aligning executive and shareholder interests.

After considering all components of the compensation paid to the Named Executive Officers, the Compensation Committee has determined that the compensation is reasonable and not excessive, and does not encourage imprudent risk-taking.

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COMPENSATION COMMITTEE REPORT


Based on review and discussion with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statementproxy statement and in the Company’s Annual reportReport on Form 10-K for the year ended December 31, 2015.2020.

Submitted by:by the members of the Compensation Committee:
Barbara H. Stephens,
Mark D. Bugher, Compensation Committee Chair
Mark D. BugherLaurie S. Benson
Carla C. Chavarria
Jan A. Eddy
Gerald L. Kilcoyne
Jerome J. Smith

Members of the Compensation Committee



Compensation Committee Interlocks and Insider Participation

The persons named above, except for Mr. Smith, wereThere are no Compensation Committee interlocking relationships as defined by the only persons who served onrules adopted by the SEC and no officer, former officer or employee of the Company is a member of the Compensation Committee of the Board of Directors during the last fiscal year.Committee.

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36




EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of the Named Executive OfficersNEOs for the years ended December 31, 2015, 20142020, 2019, and 2013:2018:
      Change in pension value and nonqualified deferred compensation earnings  
   Stock awards 
Non-equity
incentive plan compensation
All other compensation 
Name and PrincipalYearSalaryBonusTotal
Position ($)($) (1)($)($) (2) ($) (3)($)
Corey A. Chambas Chief Executive Officer2015$416,000$171,590$133,536$115,995$31,218$868,339
2014$400,000$162,498$231,280$100,871$36,714$931,363
2013$350,000$141,900$184,625$80,552$34,046$791,123
James F. Ropella Senior Vice President & Chief Financial Officer2015$260,000$67,066$61,412$20,641$409,119
2014$220,360$56,095$92,287$25,829$394,571
2013$195,009$98,835$62,403$23,930$380,177
David R. Papritz Chief Financial Officer & Senior Vice President of Corporate Development2015$21,667$3,778$25,445
2014$69,635$11,513$81,148
2013
Charles H. Batson President & Chief Executive Officer of First Business Capital Corp.2015$242,927$62,580$149,618$24,103$479,228
2014$233,583$59,434$123,752$29,422$446,191
2013$229,003$58,080$35,175$28,240$350,498
Michael J. Losenegger Chief Credit Officer

2015$221,950$57,197$52,425$26,605$358,177
2014$215,485$54,760$90,245$32,159$392,649
2013$209,209$52,965$66,947$32,211$361,332
Pamela R. Berneking President & Chief Executive Officer of Alterra Bank2015$208,000$53,608$20,800$48,443$32,478$363,329
        
        
Name and Principal PositionYearSalary ($)Bonus ($)
Stock Awards ($)(1)
Non-equity incentive plan compensation ($)(2)
Change in pension value and nonqualified deferred compensation earnings(3)
All other compensation ($)(4)
Total
($)
Corey A. Chambas2020$490,000$276,612$310,333$269,817$28,250$1,375,012
President & Chief Executive Officer2019$466,000$276,879$307,549$153,014$28,304$1,231,746
2018$443,456$93,061$179,132$0$31,474$747,123
Edward G. Sloane, Jr.2020$281,190$112,128$140,595$21,745$555,658
Chief Financial Officer2019$270,375$113,246$142,199$22,260$548,080
2018$257,500$29,980$85,333$19,415$392,228
David R. Seiler2020$302,848$120,627$151,424$26,059$600,958
Chief Operating Officer2019$291,200$122,039$153,151$26,460$592,850
2018$267,969$30,203$88,802$23,615$410,589
Mark J. Meloy2020$234,466$79,097$93,786$37,849$445,198
CEO - First Business Bank2019$231,001$82,192$89,114$38,208$440,515
2018$220,001$25,634$61,258$34,647$341,540
Bradley A. Quade2020$240,000$81,124$96,000$18,812$435,936
Chief Credit Officer
(1)TheIncludes the value of the restricted stock award is computed by multiplying the number of shares granted by the market value onRSAs and PRSUs awarded for 2019 and 2020 and RSAs awarded for 2018. Amounts are the grant date. See “Outstanding Equity Awardsdate fair value in accordance with applicable accounting guidance (i.e. target for PRSUs awarded in 2020). If the 2020 PSRUs vest at December 31, 2015.” See also the discussionmaximum level at the end of equity awards in Note 12 to the Company’s consolidated financial statementsperformance period, the total grant date fair value, including the RSAs, for the year ended December 31, 2015 for further information regarding these awards.
each NEO is as follows: Chambas $455,107; Sloane $189,012; Seiler $203,299; Meloy $128,887; and Quade $132,167.
(2)The amounts reported in the “Non-equity incentive plan compensation” column were earned under the Annual Incentive Bonus ProgramPlan in the calendar year reported. The Board defined specific threshold, target, and superior award opportunities as a percentage of salary for each Named Executive Officer.NEO. The specific percentages were based on the individual Named Executive Officer’sNEO’s position and competitive market data for similar positions. The 20152020 awards were contingent primarily on performance relative to goals for return on assets, top line revenue, pre-tax income and analyzed service charges as described on pages 21 & 22.30 through 34. The performance criteria were equally weighted and reflect the Company’s strategic objectives.

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(3)These amounts reflect the aggregate change in the actuarial present value of Mr. Chambas' normal retirement benefit set forth in his employment agreement.
(3)(4)The amounts for 20152020 set forth in the “All other compensation” column include a 3.0% 401(k) plan matching contribution, an auto use/reimbursement payment, a 3.3%4.67% discretionary 401(k) profit sharing contribution, dividends paid on unvested restricted stock,and a club membership and a housing allowance paid by the Company as follows:membership.

37
 Mr. ChambasMr. RopellaMr. PapritzMr. BatsonMr. LoseneggerMs. Berneking
401(k) match$7,950$7,950$7,950$7,950$7,950
Auto use/ reimbursement$6,109$3,900$6,694$11,736
Profit sharing$8,745$8,745$8,745$8,745$8,745
Dividends on restricted stock$8,414$3,946$3,508$3,216$4,047
Housing allowance$3,778
Total$31,218$20,641$3,778$24,103$26,605$32,478



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All Other Compensation:

Name401(k)
match
Auto use/ reimbursementProfit SharingCountry Club MembershipTotal
Corey A. Chambas$8,550$6,391$13,309$0$28,250
Edward G. Sloane, Jr.$8,436$0$13,309$0$21,745
David R. Seiler$8,550$4,200$13,309$0$26,059
Mark J. Meloy$8,550$4,200$13,309$11,790$37,849
Bradley Quade$4,800$0$1,868$12,144$18,812

Grant
CEO Pay Ratio

In August of Plan-Based Awards2015 the SEC adopted a rule requiring disclosure of the ratio of the CEO’s annual total compensation to the total annual compensation of the Median Employee.

In determining the Median Employee, a list of all full-time and part-time employees, exclusive of the Company’s CEO, Mr. Chambas, was prepared based on active employees included in the Company’s payroll system as of October 1, 2020. Salaries and wages were annualized for those employees that were not employed for the full year of 2020. Salaries and wages were ranked from lowest to highest and the salary of the Median Employee was selected from the list. The total annual compensation of the Median Employee was then calculated in the same manner as the total compensation disclosed for Mr. Chambas in the Summary Compensation Table shown on page 37.

The SEC rule for Pay Ratio permits companies to make the Median Employee determination only once every three years if there has been no change in the Companys employee population or employee compensation arrangement that the Company reasonably believes would result in a significant change to its pay ratio disclosure.     

The following table provides information on annual cash bonuses underratio of compensation of the Company’s Bonus Plan and on long-term equity performance awards under the LTI Plan. These plans are described in more detail in the Compensation Discussion and Analysis section. The estimated amounts set forth in the table are subjectCEO to the terms of the respective plan and Company and individual performance,Median Employee’s compensation is as described in the Compensation Discussion and Analysis section.
NameGrant dateEstimated future payouts under non-equity incentive plan awardsEstimated future payouts under equity incentive plan awardsGrant date fair value of stock and option awards
Threshold ($)Target ($)Maximum ($)Threshold (shares)Target (shares)Maximum (shares)
Corey A. Chambas        
Bonus Program $41,600$166,400$353,600    
LTI Plan8/31/2015    7,650
 $171,590
James F. Ropella        
Bonus Program $26,000$78,000$156,000    
LTI Plan8/31/2015    2,990
 $67,066
David R. Papritz        
Bonus Program(1)
     
LTI Plan     
 
Charles H. Batson        
Bonus Program $24,293$85,024$182,195    
LTI Plan8/31/2015    2,790
 $62,580
Michael J. Losenegger        
Bonus Program $22,195$66,585$133,170    
LTI Plan8/31/2015    2,550
 $57,197
Pamela J. Berneking        
Bonus Program $20,800$62,400$124,800    
LTI Plan8/31/2015    2,390
 $53,608

follows:
Annual total compensation of Mr. Chambas, CEO(1):
$1,375,012
Annual total compensation of the Median Employee(2):
$104,725
Ratio of CEO to Median Employee compensation:13:1
(1)
Because Mr. Papritz resigned fromAnnual total compensation of the Company’s CEO as disclosed in the Summary Compensation Table.
(2)Annual total compensation of the Median Employee consisted of salary, annual bonus, and Company effective January 30, 2015, he was not eligible for a bonus payment for 2015.

401(k) match and discretionary plan contribution as of December 31, 2020.


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Table of Contents
Grant of Plan-Based Awards in 2020
The following table shows grants of plan-based awards made in 2020. Equity and non-equity grants are awarded as part of the annual compensation process and as part of employment offers for new hires.
NameGrant date
Estimated future payouts under non-equity incentive plan awards(1)
Estimated future payouts under equity incentive plan awards (PRSUs)(2)
All other stock awards: Number of shares of stock or units (RSAs)(3) (#)
Grant date fair value of stock and option awards
Threshold ($)Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Corey A. Chambas2/16/20202,8505,70011,400$178,496
2/16/20203,800$98,116
1/26/2020$49,000$220,500$465,500
Edward G. Sloane, Jr.2/16/20201,2282,4554,910$76,884
2/16/20201,365$35,244
1/26/2020$28,119$98,417$210,893
David R. Seiler2/16/20201,3202,6405,280$82,672
2/16/20201,470$37,955
1/26/2020$30,285$105,997$227,136
Mark J. Meloy2/16/20207951,5903,180$49,791
2/16/20201,135$29,306
1/26/2020$23,447$70,340$140,680
Bradley A. Quade2/16/20208151,6303,260$51,043
2/16/20201,165$30,080
1/26/2020$24,000$72,000$144,000
(1)These amounts illustrate the threshold, target, and maximum annual cash bonus awards established under the Annual Cash Bonus Plan.
(2)The ultimate number of PRSUs that will vest will be determined by the Company’s performance over the three-year measurement period ending on December 31, 2022. See section titled “Long-Term Incentive Plan” beginning on page 32 for additional details on the awards granted to NEOs.
(3)The RSAs vest ratably over a three-year period. See section titled “Long-Term Incentive Plan” beginning on page 32 for additional details on the awards granted to NEOs.

2019 Equity Incentive Plan. The First Business Financial Services, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) is intended to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make or are expected to make important contributions to the Company, its subsidiaries or affiliates. The Compensation Committee believes that equity awards serve to align our NEOs’ interests with those of our shareholders. Under the 2019 Plan, we may issue a wide variety of forms of equity incentives, as deemed appropriate by the Compensation Committee. The Compensation Committee typically grants equity awards to each NEO on an annual basis as part of our overall performance appraisal process. The Compensation Committee grants equity awards to encourage our NEOs to stay with, and maximize the performance of, the Company over the long-term and to discourage excessive focus on short-term metrics at the expense of the long-term health of the organization.

Annual Bonus Plan. The Annual Cash Bonus Plan provides opportunities for bonus payments based on the Company’s performance as measured by revenue growth goals, operating profitability goals and goals relating to strategic objectives as further described on page 24.
39




Outstanding Equity Awards at December 31, 2015Fiscal Year End

The following table sets forth information on outstanding option and stock awards held by the Named Executive OfficersNEOs at December 31, 2015, including the number of shares underlying both exercisable and unexercisable portions of each stock option, and the expiration date of each outstanding option.

  Option AwardsStock Awards
 Name and Principal Position
Number of
securities
underlying
unexercised options (#) exercisable
Number of
securities
underlying
unexercised options (#) unexercisable
Option exercise price ($)Option expiration dateGrant date (1)
Number of
shares or
units of
stock that have not vested (#)
Market value of
shares or units of stock that have not vested ($) (2)
 
 
 Corey A. Chambas    8/16/20122,666$66,677
 Chief Executive    8/16/20134,300$107,543
 Officer    8/16/20145,476$136,955
      8/31/20157,650$191,326
 James F. Ropella    8/16/20121,014$25,360
 Senior Vice President    8/16/20132,996$74,930
 Chief Financial Officer    8/16/20141,890$47,269
      8/31/20152,990$74,780
 Charles H. Batson    8/16/20121,226$30,662
 President & CEO    8/16/20131,760$44,018
 First Business Capital    8/16/20142,004$50,120
 Corp.    8/31/20152,790$69,778
 Michael J. Losenegger    8/16/20121,116$27,911
 Chief Credit Officer    8/16/20131,606$40,166
      8/16/20141,846$46,168
      8/31/20152,550$63,776
 Pamela R. Berneking    11/10/20148,600$215,086
 President & CEO    8/31/20152,390$59,774
 Alterra Bank       
         
 David R. Papritz       

2020.
Stock Awards
NameGrant dateNumber of shares or units of stock that have not vested (#)Market value of shares or units of stock that have not vested ($)Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1)
Corey A. Chambas2/16/2020
3,800(2)
$69,958
2/16/2019
2,964(3)
$54,567
8/16/2018
2,088(4)
$38,440
8/16/2017
2,030(5)
$37,372
2/16/2019
13,340(7)
$245,589
2/16/2020
11,400(8)
$209,874
Edward G. Sloane, Jr.2/16/2020
1,365(2)
$25,130
2/16/2019
1,074(3)
$19,772
8/16/2018
673(4)
$12,390
8/16/2017
737(5)
$13,568
2/16/2019
5,800(7)
$106,778
2/16/2020
4,910(8)
$90,393
David R. Seiler2/16/2020
1,470(2)
$27,063
2/16/2019
1,157(3)
$21,300
8/16/2018
678(4)
$12,482
8/16/2017
743(5)
$13,679
2/16/2019
6,250(7)
$115,063
2/16/2020
5,280(8)
$97,205
Mark J. Meloy2/16/2020
1,135(2)
$20,895
2/16/2019
920(3)
$16,937
8/16/2018
575(4)
$10,586
8/16/2017
629(5)
$11,580
2/16/2019
3,860(7)
$71,063
2/16/2020
3,180(8)
$58,544
Bradley A. Quade2/16/2020
1,165(2)
$21,448
11/16/2019
3,537(6)
$65,116
2/16/2020
3,260(8)
$60,017
(1)Restricted stock grants generally vest 25%Value is based on $18.41 which was the closing price per year for four years from the grant date. All restricted stock grants also vest upon the participant’s termination due to death or disability and upon a change of control of the Company.share on December 31, 2020.
(2)Market value is based on the closing priceAward vests ratably over 3 years with future vesting dates of the Company’s common stock onFebruary 16, 2021, 2022 and 2023.
(3)Award vests ratably over 3 years with future vesting dates of February 16, 2021 and 2022.
(4)Award vests ratably over 4 years with future vesting dates of August 16, 2021 and 2022.
(5)Award vests ratably over 4 years with future vesting dates of August 16, 2021.
(6)Award vests ratably over 3 years with future vesting date of November 16, 2021 and 2022.
(7)PRSUs, reported at maximum performance, are scheduled to vest December 31, 2015, which was $25.01.2021.
(8)PRSUs, reported at maximum performance, are scheduled to vest December 31, 2022.

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31



Option Exercises and Stock Vested in 2015

2020

The following table sets forth information concerning the exercise of options and the vesting of stock awards in 20152020 by the Named Executive Officers.NEOs.

Stock Awards(1)
NameNumber of shares acquired on vesting
(#)
Value realized on vesting
($)
Corey A. Chambas3,058$64,287
Edward G. Sloane, Jr.1,741$33,035
David R. Seiler2,143$43,726
Mark J. Meloy1,313$26,826
Bradley A. Quade1,218$23,836
(1)Includes the vesting of restricted stock awards.
41
 Option AwardsStock Awards
NameNumber of shares acquired on exercise (#)Value realized on exercise ($)Number of shares acquired on vesting (#)Value realized on vesting ($)
Corey A. Chambas14,000$151,2009,538$209,645
James F. Ropella4,640$101,987
David R. Papritz
Charles H. Batson4,570$100,449
Michael J. Losenegger10,000$108,0004,206$92,448
Pamela R. Berneking


Table of Contents
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Corey A. Chambas
Mr. Chambas is party to an employment agreement pursuant to which he serves as the President and Chief Executive OfficerCEO of the Company. TheFollowing a termination of his employment, the agreement provides Mr. Chambas with severance or retirement benefits, as determined based on the facts and circumstances surrounding his termination, as described below.
Normal Retirement Benefit. Upon a termination of employment, other than a termination by the Company for cause, on or after the date Mr. Chambas attains the age of 65, the Company will be obligated to pay Mr. Chambas the normal retirement benefit annually for ten years. The amount of the normal retirement benefit is equal to sixty percent of Mr. Chambas’ Compensation, where his “Compensation” consists of his then-current annual base salary plus the greater of his target bonus for the year of retirement, the average of his actual bonuses for the two years preceding the year of his retirement, or the average of his actual bonuses for the three years preceding the year of his retirement. Because he is not yet 65 years old, Mr. Chambas is not yet eligible to receive the normal retirement benefit.
Early Retirement Benefit. The employment agreement also provides for an early retirement benefit. In order to elect the early retirement benefit, Mr. Chambas must provide the Company with at least one year’s prior written notice of his early retirement. Following his early retirement date, the Company will be obligated to pay Mr. Chambas an early retirement benefit annually for ten years. The amount of the early retirement benefit is equal to sixty percent of Mr. Chambas’ Compensation multiplied by a fraction the numerator of which is the number of consecutive years Mr. Chambas has been employed with the Company as of his early retirement and death benefits as well as certainthe denominator of which is 34. As of December 31, 2020, Mr. Chambas had been employed with the Company for 27 consecutive years.

Because Mr. Chambas is now eligible for the early retirement benefit, if his employment is terminated by the Company other than for cause before he becomes eligible for the normal retirement benefit and at any time prior to a change in control benefits as outlined below.or more than two years after a change in control, then he will be entitled to a severance benefit equal to the early retirement benefit. The benefit will be paid to Mr. Chambas annually for ten years following his termination of employment.


Change in Control Benefit.Mr. Chambas is entitled to a change in control benefit if, within two years after a change in control of the Company or FBB, one of the following occurs:

i)
(i)the Company and FBB terminate Mr. Chambas’ employment without cause;
ii)Mr. Chambas terminates his employment within three months after being demoted or moved outside Milwaukee, Ozaukee, Waukesha, or Dane counties;
iii)Mr. Chambas terminates his employment within three months after his salary is reduced by 10% or more without his agreement; or
iv)Mr. Chambas voluntarily terminates his employment within three months of the change in control.

If Mr. Chambas’ employment without cause;

(ii)Mr. Chambas terminates his employment within 90 days after being required to relocate his primary office location to a new location that is terminated pursuantmore than 30 miles from his current primary office location;

(iii)Mr. Chambas terminates his employment within 90 days after his position, compensation, or the budget over which he has control are materially diminished, he is required to (i), (ii),report to anyone other than the Company’s Board or (iii), then the Company materially breaches his employment agreement.
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The amount of the change in control benefit payable to Mr. Chambas will be equal to the aggregate of the fair value ofearly or normal retirement benefit that would otherwise be due if Mr. Chambas’ unvested stock options issued by the Company, calculatedChambas had elected to retire as of the date of his termination or separation from employment, plus such additional amount astermination. The change in control benefit is further subject to a provision that is intended to ensure that no payments to Mr. Chambas will when addedbe nondeductible to any parachute payment, as defined inthe Company pursuant to Section 280G of the Internal Revenue Code, madeCode.

Death and Disability Benefits. The employment agreement also provides for death and disability benefits. In the event Mr. Chambas dies or becomes disabled while employed by the Company, the Company will pay to Mr. Chambas contingent uponor his beneficiary or estate a benefit annually for ten years. The amount of the change in control, bedisability benefit is equal to 2.99 times his salary plus annual bonus. However, in no event willthe early or normal retirement benefit Mr. Chambas’ severance payment be more than 2.99 times his “base amount” (as defined in 280G) (referred toChambas would have received, as the “Allowable Amount”). Incase may be, had he retired the event the severance payment calculated pursuant to the terms of Mr. Chambas’ agreement is greater than the Allowable Amount, Mr. Chambas will be paid the Allowable Amount. If Mr. Chambas’ employment is terminated pursuant to (iv), then the change in control benefit payable to Mr. Chambas will be equal to two timesday before his salary plus annual bonus, unless such amount will be greater than the Allowable Amount, in which event Mr. Chambas will be paid the Allowable Amount.disability.


32



Restrictive Covenants.Under the agreement, Mr. Chambas is prohibited from competing with the Company or any of its affiliates and from soliciting their employees for a period of two years after the termination of his employment.

The agreement also provides for death and disability benefits. In the event Mr. Chambas dies whiledetermining whether payments due in the employ of the Company, the Company shall pay to his designated beneficiary or to his estate, the sum of $1,500,000. This death benefit is paid over a period of ten years beginning on the 15th day of the month immediately following Mr. Chambas’ death and continuing on the next nine anniversaries of that date. If Mr. Chambas becomes disabled before age 55, he will be entitled to receive an annual disability benefit paid over a period of ten years beginning on the 15th day of the month immediately following Mr. Chambas’ disability and continuing on the next nine anniversaries of that date. The amount of the annual disability benefit for a disability prior to age 55 will be equal to 60% of his salary plus bonus multiplied by 68%.

If Mr. Chambas is terminated for a reason other than cause prior toconnection with a change in control are parachute payments, the Company may assign a value to these restrictive covenants and such value could be excluded from the amounts that are deemed to be parachute payments subject to Internal Revenue Code Section 280G.

Consulting Services. The employment agreement also provides that, if Mr. Chambas’ termination of employment results from anything other than his death, disability or more than two years after a change in control, thentermination by the Company for cause, he will provide consulting services to the Company. In any case where Mr. Chambas is receiving either the early or normal retirement benefit, he will be entitledobligated to a severance benefit equal to two times his salary plus annual bonus. Ifprovide consulting services for the duration of the payment period for such benefits. In all other cases, Mr. Chambas is terminatedwill be required to provide the consulting services for cause, alla period of the Company’s obligations to pay any benefit under the agreement immediately become null and void.

two years following his termination of employment. Mr. Chambas is also entitled to supplemental retirement benefits under his agreement, which do not become vested either partially or completely until December 1, 2016.will receive $5,000 per year for performing the consulting services.

Potential Payments.The following table describes the potential payments upon termination or a change in control for Mr. Chambas. The table assumes that his employment was terminated on December 31, 2015, and the2020. The closing price perfor a share was $25.01, the closing price of the Company’s Common Stock on December 31, 2015.that date was $18.41.

 SeveranceConsulting AgreementStock Options Unvested & AcceleratedRestricted Stock Unvested & Accelerated
Death/
Disability Benefits(1)
Total Termination Benefits
Corey A. Chambas      
Termination - not for cause$1,247,905$10,000   $1,257,905
Termination-death   $502,501$1,500,000$2,002,501
Termination - disability   $502,501$2,545,726$3,048,227
Change in control   $502,501 $502,501
Termination by Company following change in control$1,194,430$10,000   $1,204,430
Termination by Executive Officer within 3 months of change in control$1,194,430$10,000   $1,204,430

EventCash Severance
Accelerated Vesting of RSAs & PRSUs(3)
Consulting Fees(1)
Normal Retirement(2)
N/A------
Early Retirement$3,475,216---$50,000
Death or Disability$3,475,216$428,069
Change in Control---$428,069---
Termination following change in control(4)
$3,475,216---$50,000
(1)
Disability benefitsThe amounts reflected in this column represent the aggregate consulting fees Mr. Chambas would receive over the duration of his consulting arrangement. As described above, the consulting fees are paid$5,000 per year. The Consulting Fees do not apply in equal annual paymentsthe event of $254,572.60 overDeath or Disability.
(2)Mr. Chambas has not yet attained age 65. Therefore, he is not yet eligible for a periodnormal retirement benefit.
(3)Pursuant to the terms of ten years.

the equity awards granted to Mr. Chambas, his outstanding RSAs and PRSUs (assuming target performance) will vest immediately upon a change in control or his termination of employment due to disability or death.
(4)As described above, the termination must occur within two years following the change in control and must be a termination by the Company without cause or a resignation by Mr. Chambas for good reason.

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33




Pamela R. Berneking

Ms. Berneking is party to an employment agreement with the Company which was entered into as of April 22, 2014 and effective as of November 1, 2014, the date the Company acquired the stock of Alterra Bank. She also entered into a change in control agreement with terms and conditions as described in the following section.

Under the agreement, Ms. Berneking serves as President and CEO of Alterra Bank. The agreement provides her with certain benefits and includes provisions as described below:

Restricted Share Grant: Ms. Berneking was awarded a grant of 8,600 restricted shares under the Company’s LTI Plan. These restricted shares will cliff vest on November 1, 2017 if Ms. Berneking is still in the Company’s employ at that date. Accelerated vesting will occur on the date of a change in control of the Company as defined in the LTI Plan.
Termination of Employment. If Ms. Berneking’s employment is terminated prior to November 1, 2017 either without cause or for good reason as defined in the agreement, the Company will pay her eighteen (18) months of her annual base salary in six payments of three months each.

Unless sooner terminated in accordance with the termination provisions of the agreement, Ms. Berneking’s agreement will terminate upon the first to occur of (a) a change in control as defined in her change in control agreement or (b) November 1, 2017.

Under the agreement, Ms. Berneking is prohibited from soliciting clients or employees of the Company or its affiliates for a period of eighteen (18) months immediately following the termination of her employment for any reason.

Other Named Executive Officers

As is more fully described below, all of the Named Executive Officers,NEOs, with the exception of Messrs.Mr. Chambas, and Papritz, were subject to change in control agreements with the Company thatwhich are described below. These change in control agreements were in effect on December 31, 2015, which2020, and provide for payments and benefits to a terminating Named Executive OfficerNEO following a change in control of the Company. Except as described below, the other NEOs would not be entitled to any other payments or benefits.

The change in control agreement is triggered by a change in control of the Company and requires the Company to make payment of severance benefits to an NEO if, within twelve (12) calendar months of a Named Executive Officer ifchange in control of the Named Executive Officer’sCompany, the NEO’s employment is terminated by the Company without cause or the Named Executive OfficerNEO resigns for good reason.

Under the agreement, a Named Executive Officeran NEO is prohibited from competing with the Company or any of its affiliates, and from soliciting their employees, for a period of two years after the termination of his or her employment.

If the Named Executive OfficerNEO becomes entitled to severance benefits, the Company is obligated to pay to and provide him or her with:

(i)a lump sum cash amount equal to the NEO’s unpaid base salary, accrued vacation pay, and unreimbursed business expenses from the most recently completed fiscal year;

i)a lump sum cash amount equal to the Named Executive Officer’s unpaid base salary, accrued vacation pay, and unreimbursed business expenses from the most recently completed fiscal year;
(ii)any amount payable to the NEO under the non-equity incentive compensation plan then in effect;

(iii)a cash amount equal to two times the NEO’s annual base salary payable in four installments over the two years following termination;
34

Table(iv)a lump sum cash amount equal to the greater of Contents(a) the NEO’s then-current target incentive compensation opportunity established under any annual non-equity incentive plan; or (b) his target incentive compensation opportunity in effect prior to the change in control; and

(v)the continuation of the NEO’s health insurance coverage for eighteen months from the effective date of termination.

ii)any amount payable to the Named Executive Officer under the non-equity incentive compensation plan then in effect;
iii)a cash amount equal to two times the Named Executive Officer’s annual base salary payable in four installments over the two years following termination;
iv)a lump sum cash amount equal to the greater of (a) the Named Executive Officer’s then-current target incentive compensation opportunity established under any annual non-equity incentive plan; or (b) his or her target incentive compensation opportunity in effect prior to the change in control; and
v)the continuation of the Named Executive Officer’s health insurance coverage for eighteen months from the effective date of termination.

The severance benefits are subject to potential reduction if it is determined that the payments of such benefits would be deemed to be excess parachute payments under Section 280G of the Internal Revenue Code. The amount of the severance benefits will be reduced below the threshold for an excess parachute payment if such a reduction would result in an increase in the aggregate benefits to be provided on an after-tax basis, to the executive.


44

The following table sets forth information concerning potential payments and benefits under the Company’s compensation programs and benefit plans to which the Named Executive Officers,NEOs, other than Mr. Chambas, whose benefits are described above, and Mr. Papritz, wouldcould be entitled upon a terminationchange in control of employmentthe Company as of December 31, 2015.2020. The table assumes a change in control and termination date (to the extent applicable) of December 31, 20152020, and thea price per share of $25.01,$18.41, the closing price of the Company’s Common Stock on December 31, 2015.2020.

Potential Payments and Benefits

Name
Severance(1)
Accelerated Vesting of RSAs & PRSUs(2)
Health Benefits(1)
Total Benefits
Edward G. Sloane, Jr.$660,797$169,464$17,463$847,724
David R. Seiler$711,693$180,657
$122(1)
$892,472
Mark J. Meloy$539,271$124,801$18,536$682,608
Bradley A. Quade$552,000$116,572$34,475$703,047
(1)The amounts reflected in these columns are only paid upon an NEO’s termination of employment by the Company without cause or the NEO’s resignation for good reason within the twelve (12) months immediately following the change in control of the Company. Mr. Seiler is not currently enrolled in the Company's health insurance plan.
(2)Pursuant to the terms of the equity awards granted to the NEOs, their outstanding RSAs and PRSUs (assuming target performance) will vest immediately upon a change in control. Additionally, they also vest in the same manner upon a termination of employment due to disability or death.

 SeveranceRestricted Stock Unvested & AcceleratedHealth BenefitsTotal Termination Benefits
James F. Ropella    
Change in control$598,000$222,339$106$820,445
Charles H. Batson    
Change in control$570,877$194,578$21,588$787,043
Michael J. Losenegger    
Change in control$510,485$178,021$21,488$710,094
Pamela R. Berneking    
Change in control$349,825$274,860$20,845$645,531

Tax Deductibility of Compensation

The Company seeks to maximize the tax deductibility of all elements of compensation. "Section 162(m) of the Internal Revenue Code will generally disallowdisallows a corporate tax deduction to public corporations for compensation over $1 million paid to certain officers“covered employees” in any tax year. Covered employees for a tax year include the corporation’s CEO, Chief Financial Officer ("CFO") and each of its three most highly compensated NEOs (other than the CEO and CFO) for such tax year, regardless of whether they are in service as of the end of such tax year. In the past, there was an exemption to this limit for “performance-based compensation,” but that was repealed by the Tax Cuts and Jobs Act of 2017. We expect that compensation payable to our NEOs in excess of $1 million unless the compensation meets an exception as performance-based compensation. Whilewill not be deductible by the Company triesunless it qualifies for limited transition relief."
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ITEM 2 – APPROVAL OF AN AMENDMENT TO THE 2019 EQUITY INCENTIVE PLAN

A proposal will be presented at the Annual Meeting to structureapprove an amendment (the “Proposed Amendment”) to the First Business Financial Services, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) to increase the maximum number of shares authorized for issuance under the 2019 Plan. As described in more detail below, the purpose of the Proposed Amendment is to ensure that the Company has sufficient shares available for its LTI Plan.

The 2019 Plan was initially adopted by our Board of Directors on May 2, 2019, subject to shareholder approval, and approved by our shareholders at our 2019 annual meeting of shareholders. Our Board of Directors approved the Proposed Amendment on February 24, 2021, subject to shareholder approval at the Annual Meeting. A summary of the material provisions of the 2019 Plan is set forth below. The summary is qualified in its entirety by the full text of the 2019 Plan, a copy of which (including the Proposed Amendment) is attached as Appendix A to this proxy statement.

Background of the Proposed Amendment

Our Board of Directors adopted the 2019 Plan to promote the long-term financial success of the Company and its subsidiaries by attracting and retaining key employees and other individuals. Under the Proposed Amendment, the maximum number of shares of Common Stock authorized for issuance under the 2019 Plan would be increased from 185,000 shares to 365,000 shares.

When the Board of Directors initially adopted the 2019 Plan, it determined the number of shares of Common Stock to be authorized for issuance under the 2019 Plan based on a variety of considerations, including the Company’s size; the number of shares then outstanding; our employee headcount; and others. Based upon this analysis, the Board believed that a share reserve of 185,000 shares would be sufficient. Since that time, a number of factors have affected the Company’s compensation practices and the rate at which the shares authorized under the Plan are used. These factors include, among others:

The Company’s increased emphasis on PRSU awards beginning in 2019, which has resulted in the reservation of shares for issuance under the 2019 Plan assuming Maximum (as opposed to Target) performance, regardless of the likelihood of the Company achieving Maximum performance levels;

Unforeseen decreases in the market price of the Common Stock in 2020, which coincided with the general decrease in equity values resulting from the COVID-19 pandemic, requiring the Company to issue awards of a larger number of shares to maintain the desired incentive values;

New hires and higher than expected employee retention has resulted in a greater than expected number of employee equity incentive awards; and

Our Board’s conservative approach in 2019 to determining the initial number of shares to be authorized in connection with the 2019 Plan, in an effort to avoid unnecessary dilution of existing shareholders.

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Beginning in 2020, we added a restricted stock component to our non-employee director compensation program to further align director and shareholder interests by providing the increased compensation in the form of the Company's Common Stock.

In determining the proposed increase to the number of shares to be authorized for issuance in connection with the 2019 Plan, the Compensation Committee and the Board of Directors considered the number of shares of Common Stock currently outstanding and the potential dilutive effect of the increase; our historical usage of shares under the 2019 Plan (referred to as our “burn rate”); recent trends in the market price of our Common Stock; and our recent and projected practices with respect to awards under the 2019 Plan.

Shares Available for Future Awards

The following table includes information regarding shares that would be available for future awards as of February 16, 2021 assuming the Proposed Amendment is approved:
Current Shares Available for Grant(1)
39,738 
New Shares Requested Subject to Shareholder Approval180,000 
Total Shares Available for Grant Under 2019 Plan Assuming Shareholder Approval219,738 
(1)Includes a reserve for performance share units if issued at the Maximum performance level. If performance share units are paid at Target performance level, an additional 63,120 shares are available for grant.

If the Proposed Amendment is not approved by our shareholders at the Annual Meeting, we expect that we would continue to grant awards using the shares remaining available under the 2019 Plan, and the Compensation Committee would consider non-equity-based alternatives for compensating participants while maintaining, to the greatest extent possible, the objectives of the Company’s compensation programs.

Best Practice Features of the 2019 Plan

The 2019 Plan includes a number of features that we consider to be consistent with best practices, including, among others:

Independent Oversight. The 2019 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), comprised of independent members of our Board of Directors.

No Evergreen Provision. As amended, the number of authorized shares authorized for issuance under the 2019 Plan will be fixed at 365,000. The 2019 Plan does not include an “evergreen” feature that would cause the number of authorized shares to automatically increase in future years.

Conservative Share Reuse Provision. Shares subject to an award under the 2019 Plan will not be available for reissuance if such shares are tendered in payment of a stock option, delivered or withheld to satisfy any tax withholding obligation, added back after having been repurchased by the Company using stock option exercise proceeds, or not issued upon the settlement of a stock-settled Stock Appreciation Right (“SAR” or “SARs”) or other award.

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Minimum Vesting Periods. The 2019 Plan requires that stock awards that vest solely based on continued service must have a vesting period of at least one year, with the exception that up to 5% of the share reserve may have a shorter vesting period for director awards. Stock awards that are vested based on the achievement of performance measures or other performance objectives must include a performance measurement period of at least one year.

Clawback Policy. All awards under the 2019 Plan are subject to any applicable law respecting recapture of compensation or the Company’s clawback policy in effect from time to time.

Forfeiture Provisions. If a participant breaches a non-competition, non-solicitation, non-disclosure, non-disparagement or other restrictive covenant set forth in an award agreement or any other agreement between the participant and the Company, whether during or after the participant’s termination of service, the participant will be required to forfeit or pay to the Company any and all awards granted to the participant under the 2019 Plan (whether vested or unvested), any shares held by the participant acquired in connection with the Plan after or during the 12-month period preceding such termination of service, and profits realized after or during the 12-month period preceding such termination of service in connection with the exercise of awards or the sale of shares in connection with the 2019 Plan.

Multiple Award Types. The 2019 Plan permits the issuance of stock options, restricted stock units, restricted stock and other types of equity grants, subject to the share limits of the 2019 Plan. This breadth of award types enables the Committee to tailor awards in light of the accounting, tax and other standards applicable at the time of grant, which tend to change over time.

Repricing Prohibited. Repricing of stock options and SARs generally is prohibited without prior shareholder approval, with customary exceptions for stock dividends or splits, reorganizations, recapitalizations and similar events.

Discount Stock Options and SARs Prohibited. All stock options and SARs must have an exercise price equal to or greater than the fair market value of our Common Stock on the date the stock option or SAR is granted.

Material Terms of the Plan

General

The 2019 Plan was initially adopted by our Board of Directors to promote the Company’s long-term financial success by providing a means to attract, retain and reward individuals who can and do contribute to such success, and to further align their interests with those of the Company’s shareholders. The 2019 Plan is administered by the Compensation Committee, which has the authority to select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards.

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The 2019 Plan incorporates a broad variety of cash-based and equity-based incentive compensation elements to provide the Compensation Committee with significant flexibility to appropriately address the requirements and limitations of applicable legal, regulatory and financial accounting standards in a manner mutually consistent with the purposes of the 2019 Plan and shareholder interests.

Subject to permitted adjustments for certain corporate transactions, the maximum number of shares that may be delivered to participants, or their beneficiaries, under the 2019 Plan is currently 185,000 shares of the Common Stock, plus that number of shares remaining available for grant under our 2012 Equity Incentive Plan (the “2012 Plan”) as of the date of Shareholder approval of the 2019 Plan as well as the number of shares that were covered under the 2012 Plan that otherwise would become available for reuse under the 2012 Plan due to forfeiture, expiration, cancellation or the like, all of which may be granted as incentive stock options. If the Proposed Amendment is approved, a total of 365,000 shares will be authorized for issuance under the 2019 Plan, all of which may be granted as incentive stock options.

Any shares subject to an award that is canceled, forfeited or expired prior to exercise or realization, either in full or in part, again become available for issuance under the 2019 Plan. With respect to stock options for which payment of the exercise price is satisfied by tendering shares of stock of the Company, or by the net exercise of the award, the full number of shares of stock set forth in the award agreement are counted for purposes of these limitations. Shares covered by stock appreciation rights (SARs) that are settled in stock, or other awards that are not issued upon settlement, the full number of shares set forth in the award agreement are deemed issued or delivered for purposes of these limitations. Additionally, shares that are tendered to, or withheld by, the Company to satisfy any tax withholding obligations are deemed to have been delivered for purposes of these limitations. Finally, any shares that are repurchased by the Company with stock option exercise proceeds are not added back to the number of shares reserved for issuance under the 2019 Plan.

The 2019 Plan became effective on May 2, 2019. The 2019 Plan will continue in effect as long as any awards are outstanding; provided, however, that no awards may be granted under the 2019 Plan after the ten-year anniversary of the effective date. Any awards that are outstanding after the tenth anniversary of the effective date shall remain subject to the terms of the 2019 Plan.

The maximum number of shares that may be subject to share-based awards which may be granted to any one director participant during any calendar year shall not exceed a value of $40,000. For this purpose, the value of any share-based award is to be determined based on the grant date fair value of such awards computed in accordance with FASB ASC Topic 718 (or any successor provision in accordance with GAAP). The foregoing limitations with respect to directors does not apply to cash-based director fees that the director elects to receive in the form of shares or share based units equal in value to the cash-based director fees.

The Committee may use shares of stock available under the 2019 Plan as the form of payment for grants or rights earned or due under any other compensation plans or arrangements of the Company or a subsidiary, including the plan of any entity acquired by the Company or a subsidiary.

In the event of a corporate transaction involving the stock of the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the share limitations and programsall outstanding awards under the
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2019 Plan will automatically be adjusted proportionally and uniformly to ensure deductibility, itreflect such event; provided, however, that the Committee may approveadjust awards, or prevent the automatic adjustment of awards, to preserve the benefits or potential benefits of the awards.

Except as provided by the Committee, awards granted under the 2019 Plan are not transferable except as designated by the participant by will or by the laws of descent and distribution. The Compensation Committee has the discretion to permit the transfer of awards under the 2019 Plan; provided, however, that such transfers will be limited to immediate family members of participants, trusts, partnerships, limited liability companies and other entities established for the primary benefit of such family members, and as long as such transfers are made without value to the participant.

If the right to become vested in an award granted under the 2019 Plan to an employee participant is conditioned on the completion of a specified period of service with the Company or a subsidiary, without achievement of performance measures or other performance conditions being required as a condition of vesting, and without being granted instead of or in exchange for other compensation amountsor awards, then the required period of service for full vesting must be at least one year. This minimum required period of service for full vesting does not apply to stock awards granted to directors provided that dothe aggregate of such grants does not exceed 5% of the total share reserve under the 2019 Plan. In addition, if an award becomes vested based on the achievement of performance measures or other performance objectives, then the period of time over which such achievement is measured cannot be less than one year.

The Compensation Committee may provide a participant with the right to receive dividend payments or dividend equivalent payments on shares subject to outstanding awards granted under the 2019 Plan.

Eligibility

Selected employees and directors of, and service providers to, the Company or its subsidiaries are generally eligible to become participants in the 2019 Plan, except that non-employees may not be granted incentive stock options. The Compensation Committee will determine the specific individuals who will be granted awards under the 2019 Plan and the type and amount of any such awards.

Stock Options and Stock Appreciation Rights

A stock option represents the right to purchase shares of Common Stock at an exercise price established by the Compensation Committee. The Compensation Committee may grant incentive stock options or non-qualified stock options to purchase stock at a specified exercise price. Stock appreciation rights (“SARs”) entitle the participant to receive cash or stock equal in value to, or based on the value of, the amount by which the fair market value of a specified number of shares on the exercise date exceeds an exercise price established by the Compensation Committee. Each award must be pursuant to an award agreement setting forth the terms and conditions of the individual award. Stock option or SAR awards must expire no later than ten (10) years from the date of grant (and no later than five (5) years for incentive stock options granted to a person who beneficially owns 10% or more of the Common Stock).

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The exercise price for each stock option and SAR may not be less than the fair market value of the Common Stock on the date the Award is granted (or, if greater, the par value of a share). In addition, the exercise price of an incentive stock option granted to a person who beneficially owns 10% or more of the Common Stock at the time of grant, may not be less than 110% of the fair market value of the stock on the date the stock option is granted. The exercise price may, however, be higher or lower than the fair market value in the case of stock options and SARS granted in replacement of an existing award held by an employee or director of, or service provider to, a third party that is acquired by the Company or one of its subsidiaries. The exercise price may not be decreased after the date of grant nor may a stock option or SAR be surrendered to the Company as consideration for the grant of a replacement stock option with a lower exercise price, except as approved by the Company’s shareholders, as adjusted for corporate transactions described above.

Stock options and SARS awarded under the 2019 Plan will be exercisable in accordance with the terms established by the Compensation Committee. Any incentive stock option granted under the 2019 Plan that fails to continue to qualify for deductibility whenas an incentive stock option will be deemed to be a non-qualified stock option and the Compensation Committee may unilaterally modify any incentive stock option to disqualify it as an incentive stock option. Except as otherwise determined by the Compensation Committee, the exercise price of a stock option or SAR may be paid in cash, by personal, certified or cashiers’ check, in shares of the Common Stock (valued at fair market value as of the day of exercise) either via attestation or actual delivery, by other property deemed acceptable by the Compensation Committee, by irrevocably authorizing a third party to sell shares of the Common Stock and remit a sufficient portion of the proceeds to the Company to satisfy the exercise price and any tax withholding resulting from such exercise price, by payment through a net exercise such that, without the payment of any funds, the Participant may exercise the option and receive the net number of shares equal in value to the number of shares as to which the option is exercised, multiplied by a fraction, the numerator of which is the fair market value less the exercise price, and the denominator of which is the fair market value, or in any combination of the foregoing methods deemed acceptable by the Compensation Committee.

Stock Awards

A stock award is a grant of shares of the Common Stock or a right to receive shares of the Common Stock, an equivalent amount of cash or a combination thereof in the best interestfuture. Such awards may include, but are not limited to, bonus shares, stock units, performance shares, performance units, restricted stock, restricted stock units or any other equity-based award as determined by the Compensation Committee. The specific performance measures, performance objectives or period of service requirements are set by the Company.Compensation Committee in its discretion.

Acceleration

Any awards granted under the 2019 Plan may be subject to acceleration of vesting, to the extent permitted by the Compensation Committee and the 2019 Plan.
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Forfeiture

Unless specifically provided to the contrary in the applicable award agreement, if a participant’s service is terminated for cause, any outstanding award held by such participant (whether vested or unvested) will be forfeited immediately and such participant will have no further rights under the award.

Further, except as otherwise provided by the Compensation Committee, if a participant breaches a non-competition, non-solicitation, non-disclosure, non-disparagement or other restrictive covenant in any agreement between the participant and the Company or a subsidiary, whether before or after the participant’s termination of service, the participant will forfeit or pay the following to the Company:

all outstanding awards granted to the participant under the 2019 Plan, including awards that have become vested or exercisable;

any shares held by the participant in connection with the 2019 Plan that were acquired after the participant’s termination of service and within the 12-month period immediately preceding the participant’s termination of service;

the profit realized by the participant from the exercise of any stock options and SARs that the participant exercised after the participant’s termination of service and within the 12-month period immediately preceding the participant’s termination of service; and

the profit realized by the participant from the sale or other disposition of any shares received by the participant in connection with the 2019 Plan after the participant’s termination of service and within the 12-month period immediately preceding the participant’s termination of service, where such sale or disposition occurs in such similar time period.

Offset

The Company has the right to offset, from any amount payable or stock deliverable under the terms of the Plan, any amount the participant owes to the Company or any subsidiary without the consent of the participant or any individual with a right to the participant’s award.

Section 162(m) of the Code

Under Section 162(m) of the Code, the deduction for a publicly held corporation for otherwise deductible compensation to a “covered employee” (the chief executive officer, the chief financial officer and the next three most highly compensated executive officers (other than the chief executive officer or chief financial officer)) is limited to $1 million per year.

Change in Control

Unless otherwise provided in an award agreement or an employment, retention, change of control, severance or similar agreement with the Company, upon the occurrence of a change in control followed by a
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qualifying termination of employment (“double trigger”), unvested awards granted under the 2019 Plan that have been assumed or replaced by an acquirer shall vest. A qualifying termination includes a termination of participant’s employment without cause during the 24-month period following a change in control. In addition, in the event an acquirer does not assume or replace awards under the 2019 Plan in connection with a change in control, the Committee retains the discretion to accelerate the vesting of such awards and cash out such awards at the time of a change in control.

For purposes of the 2019 Plan, a “change in control” generally will be deemed to occur when (i) any person (or persons acting as a group) acquires the beneficial ownership of more than 50% of the Common Stock of the Company, except that certain corporate restructurings involving current shareholders or members of the Company’s controlling group generally will not be a change in control for purposes of the 2019 Plan, (ii) during any 12-month period, a majority of the board members serving as of the 2019 Plan’s effective date are replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board prior the date of the appointment or election, or (iii) any person or persons acting as a group acquires assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company.

In the event an award under the 2019 Plan constitutes “deferred compensation” for purposes of Section 409A of the Code, and the settlement or distribution of the award is triggered by a change in control, then such settlement or distribution will be subject to the event constituting the change in control also constituting a “change in control event” for purposes of Section 409A of the Code.

Amendment and Termination

The Board of Directors may at any time amend or terminate the 2019 Plan or any award granted under the 2019 Plan, provided that no amendment or termination may impair the rights of any participant without the participant’s written consent. The Board of Directors may not amend the provision of the 2019 Plan to materially increase the original number of shares that may be issued under the 2019 Plan (other than as provided in the 2019 Plan), materially increase the benefits accruing to a participant, or materially modify the requirements for participation in the 2019 Plan, without approval of shareholders. However, the Compensation Committee may amend the 2019 Plan or any award agreement at any time, retroactively or otherwise, to ensure that the 2019 Plan complies with current or future law without shareholder approval, and the Compensation Committee may unilaterally amend the 2019 Plan and any outstanding award, without participant consent, in order to avoid the application of, or to comply with, Section 409A of the Code, and applicable regulations and guidance thereunder.

Clawback Policy

All awards, amounts and benefits received under the 2019 Plan will be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as may be in effect from time to time, or any applicable law even if adopted after the 2019 Plan becomes effective.



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U.S. Federal Income Tax Considerations

The following is a summary of the U.S. federal income tax consequences that may arise in conjunction with participation in the 2019 Plan and does not contain a complete analysis of all the potential tax consequences relating to awards granted under the 2019 Plan, including state or local tax consequences.

Non-Qualified Stock Options. The grant of a non-qualified stock option generally will not result in taxable income to the participant. Except as described below, the participant generally will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the shares acquired over the exercise price for those shares and the Company generally will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares will generally be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.

Incentive Stock Options. The grant of an incentive stock option generally will not result in taxable income to the participant. The exercise of an incentive stock option generally will not result in taxable income to the participant provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of the grant of the stock option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is defined in the Code).

The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise price generally will be an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the participant generally will have a basis in those shares equal to the fair market value of the shares at the time of exercise.

If the participant does not sell or otherwise dispose of the shares within two years from the date of the grant of the incentive stock option or within one year after the transfer of such stock to the participant, then, upon disposition of such shares, any amount realized in excess of the exercise price generally will be taxed to the participant as capital gain. A capital loss generally will be recognized to the extent that the amount realized is less than the exercise price.

If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the time of the disposition of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price and the Company generally will be entitled to a corresponding deduction. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital gain. If the amount realized is less than the exercise price, the participant generally will recognize no income, and a capital loss generally will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.

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Stock Appreciation Rights. The grant of an SAR generally will not result in taxable income to the participant. Upon exercise of an SAR, the fair market value of shares received generally will be taxable to the participant as ordinary income and the Company will be entitled to a corresponding deduction. Gains and losses realized by the participant upon disposition of any such shares generally will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.

Stock Awards. A participant who has been granted a stock award generally will not realize taxable income at the time of grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject to restrictions that constitute a “substantial risk of forfeiture” for U.S. income tax purposes. Upon the later of delivery or vesting of shares subject to an award, the holder generally will realize ordinary income in an amount equal to the then fair market value of those shares and the Company generally will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares generally will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder during the restriction period, if so provided, generally will also be compensation income to the participant and the Company will be entitled to a corresponding deduction.

Withholding of Taxes. The Company may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise provided by the Committee, participants may tender cash, have shares withheld from awards or may tender previously owned shares to the Company to satisfy tax withholding requirements. The shares withheld from awards may not be used to satisfy more than the individual statutory tax rate for each applicable tax jurisdiction.

Change in Control. Any acceleration of the vesting or payment of awards under the 2019 Plan in the event of a change in control in the Company may cause part or all of the consideration involved to be treated as an “excess parachute payment” under Section 280G of the Code, subjecting the participant to a 20% excise tax and preclude deduction by the Company. In the case awards under the 2019 Plan would be treated as excess parachute payments, except as otherwise provided in an agreement between the Company and the Participant, the 2019 Plan requires a reduction of the award or payment to the extent necessary to prevent the imposition of any such excise tax.

Plan Benefits

The number and types of future awards to be made pursuant to the 2019 Plan is subject to the discretion of the Compensation Committee and is not determinable at this time.
The following table sets forth the equity awards granted under the 2019 Plan during 2020 to (i) each of our Named Executive Officers, (ii) all executive officers as a group, (iii) all current directors who are not executive officers as a group and (iv) all employees, including all current officer who are not executive officers, as a group:

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Name
PRSUs Awarded in 2020 (1)
Dollar Value of PRSUs (2)
RSAs / RSUs Awarded in 2020
Dollar Value of RSAs/RSUs (2)
Corey A. Chambas5,700$178,4963,800$98,116
Edward G. Sloane, Jr.2,455$76,8841,365$35,244
David R. Seiler2,640$82,6721,470$37,955
Mark J. Meloy1,590$49,7911,135$29,306
Bradley A. Quade1,630$51,0431,165$30,080
All current executive officers as a group (8 persons)18,060$565,56011,825$305,322
All current non-executive directors as a group0$04,290$59,202
All employees, including all non-executive officers, as a group0$043,180$1,103,570
(1)Represents the number of PRSUs at Target performance levels.
(2)The grant date fair value of awards that are reported in these columns have been computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation”.

Equity Compensation Plans

The following table provides information as of December 31, 2020 regarding shares outstanding and available for issuance under our existing compensation plans.
Plan Category
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
(b) Weighted-average exercise price of outstanding options, warrants and rights (2)


(c)
Weighted-average
contractual term
outstanding options, warrants and rights
(years)
(d) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)
Equity compensation plans approved by shareholders84,12828.562.84394,790
Equity compensation plans not approved by shareholders

(1)Includes the following type of awards: options — 0 shares; RSUs — 4,988 shares; PRSUs assuming maximum performance — 79,140 shares. Includes the number of shares subject to RSUs issued under the following plans: 2012 Equity Incentive Plan — 1,578 shares; and 2019 Equity Incentive Plan — 3,410. Includes the number of shares subject to PRSUs issued under the following plans: 2012 Equity Incentive Plan — 43,020 shares; and 2019 Equity Incentive Plan — 36,120.
(2)The weighted average exercise price does not take into account awards of RSUs or PRSUs which do not have an exercise price.
(3)Includes the number of shares remaining available for future issuance under the following plans: Employee Stock Purchase Plan — 246,033 shares; and 2019 Equity Incentive Plan — 148,757 shares (assuming maximum performance is achieved under PRSU awards). If the Proposed Amendment is approved, the number of shares available under the plan would increase by 180,000 shares.

Shareholder Vote Necessary for Approval

Adoption of the Proposed Amendment requires the affirmative vote of a majority of the votes cast on the matter at the annual meeting. In tabulating the votes, abstentions and any “broker non-votes,” which occur when brokers are prohibited from exercising voting authority for beneficial owners who have not provided voting
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instructions or otherwise do not vote on the approval of the Proposed Amendment will be disregarded and have no effect on the outcome of the vote.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED AMENDMENT TO THE 2019 EQUITY INCENTIVE PLAN, AS DESCRIBED IN THIS SECTION. PROXIES PROPERLY SIGNED AND RETURNED WILL BE VOTED "FOR" THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE.
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ITEM 23 – NON-BINDING ADVISORY PROPOSAL ON
NAMED EXECUTIVE OFFICERS’ COMPENSATION

Section 14A of the Exchange Act, as created by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), and the rules and regulations promulgated thereunder by the SEC, require publicly traded companies, such as the Company, to conduct a separate shareholder advisory vote to approve the compensation of the registrant’s Named Executive Officers,NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules, commonly referred to as a “say-on-pay” vote. In a non-binding advisory vote on the frequency of say-on-pay votes held at the Company's 2013Company’s 2019 annual meeting of shareholders, shareholders voted in favor of conducting say-on-pay votes annually. In light of this result, and other factors considered by the Board, the Board has determined that the Company will hold say-on-pay votes on an annual basis until the next advisory vote on such frequency, which is expected to take place at the Company's 20192025 annual meeting of shareholders.

The overall objectivesobjective of the Company’s compensation programs havehas been to align Named Executive OfficerNEO compensation with the success of meeting annual and long-range strategic operating and financial goals. The Compensation Committee and the Board believe that the Company’s policies and procedures are effective in implementing its compensation philosophy and achieving its goals, and that the compensation of the Named Executive OfficersNEOs in 20152020 reflects and supports these compensation policies and procedures.

In accordance with the requirements of the Dodd-Frank Act and the rules and regulations promulgated thereunder, the following resolution is submitted for shareholder approval:

“RESOLVED, that First Business Financial Services, Inc.’s shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as described in the Company’s proxy statement dated April 1, 2016.March 9, 2021.

Approval of this resolution requires that the number of votes cast in favor of the resolution at the Annual Meeting exceed the number of votes cast against it.  While this say-on-pay vote is required, as provided in Section 14A of the Exchange Act, it is not binding on the Compensation Committee or the Board and may not be construed as overruling any decision by the Compensation Committee or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements. Abstentions and broker non-votes will not affect the voting results for this proposal.

THE BOARD RECOMMENDS SHAREHOLDERS VOTE TO APPROVE THE OVERALL COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT, BY VOTING “FOR” THIS PROPOSAL. SHARES OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THIS PROPOSAL.

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RELATED PARTY TRANSACTIONS

Under its written charter, the Audit Committee is responsible for reviewing related party transactions and potential conflicts of interest. In conducting its review, the Audit Committee will take into account all relevant factors, including (1) the impact, if any, on a director’s independence if the related person is a director, an immediate family member of a director or an entity in which a director has a significant role or interest; (2) whether the proposed transaction is on terms that are comparable to the terms available to unrelated third parties or to our employees generally; (3) the material terms of the transaction; (4) the availability of other sources for comparable services or products (if applicable); and (5) the potential benefits to the Company. The Audit Committee is also responsible for reviewing, on an annual basis, a report prepared by management summarizing the Company’s compliance with the Federal Reserve System’s Regulation O and the FR Y-6 Report filed with the Federal Reserve Bank. The Company’s executive officers and directors and their associates have been, and the Company anticipates that they will continue to be clients of the Company’s subsidiary banks, FBB, FBB-M and Alterra Bank (the “Banks”)clients, in the ordinary course of business, which includes maintaining deposit, trust and other fiduciary accounts and obtaining loans. The Banks haveBank has granted various types of loans to the Company’s executive officers and directors, and to entities controlled by them. As of December 31, 2015,2020, such loans: (i) were made consistent with similar practices in the banking industry generally; (ii) were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the Bank’sBank's other clients not related to the Banks;Bank; (iii) did not involve more than the normal risk of collectability or present other unfavorable features; (iv) and were subject to and made in accordance with Regulation O. All extensions of credit made to the Company’s directors arehave been and will continue to be approved by the Banks’ boardsBank's board of directors as insider loans under Regulation O requirements.


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REPORT OF THE AUDIT COMMITTEE

In accordance with its written charter, the Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Company’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report on Form 10-K with Company management, including: a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the consolidated financial statements.

The Audit Committee reviewed with the independent registered public accounting firm, which firm is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by the applicable standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), including PCAOB Auditing Standard No. 16, “Communication With Audit Committees,”(PCAOB) and the rules of the SEC, and other applicable regulations.SEC. In addition, the Audit Committee has discussed with the independent registered public accounting firm the firm’s independence from Company management and the Company, including the matters in the letter from the firm required by the applicable requirements of the PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence.

The Audit Committee also reviewed and discussed together with management and the independent registered public accounting firm the Company’s audited consolidated financial statements for the year ended December 31, 20152020 and the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent registered public accounting firm’s audit of internal control over financial reporting. The Audit Committee discussed with management and the independent registered public accounting firm any material weaknesses and any significant deficiencies identified during the course of the assessment and the audit and management’s plan to remediate those control deficiencies.

The Audit Committee discussed with the Company’s third party internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the third party internal audit firm and the independent registered public accounting firm, with and without management present, to discuss: the results of their examinations; their evaluations of the Company’s internal control, including internal control over financial reporting; and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting in the Annual Report on Form 10-K for the year ended December 31, 20152020 filed by the Company with the SEC.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act, and shall not otherwise be deemed filed under such.

AUDIT COMMITTEE:

AUDIT COMMITTEE
Dean W. Voeks,Carol P. Sanders, Audit Committee Chair
John J. Harris
Gerald L. KilcoyneRalph R. Kauten
John M. SilsethW. Kent Lorenz

The persons named above were the only persons who served on the Audit Committee of the Board of Directors during the last fiscal year.
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MISCELLANEOUS


Independent Registered Public Accounting Firm
KPMGCrowe LLP acted as the Company’s independent registered public accounting firm for itsthe fiscal yearyears ended December 31, 2015.2020, 2019 and 2018. The Audit Committee is solely responsible for the selection, retention, oversight, and, when appropriate, termination of the Company’s independent registered public accounting firm. Representatives of KPMGCrowe LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives are also expected to be available to respond to appropriate questions.

The fees paid to KPMGCrowe LLP for the fiscal years ended December 31, 20152020 and 2014 were as follows:2019 are included below for reference.
  2015
 2014
Audit Fees(1)..................................................................
 
$602,800
 
$475,000
Audit-Related Fees...................................................... 0
 17,500
Tax Fees....................................................................... 0
 51,750
All Other Fees.............................................................. 0
 0
Total............................................................................. 
$602,800
 
$544,250
20202019
Audit Fees(1)
$428,125$411,690
Audit-Related Fees(2)
$5,250$2,500
Tax Fees(3)
$164,741$79,500
All Other Fees
Total$598,116$493,690
(1)Audit fees consist of fees incurred in connection with the audit of annual financial statements, the audit of internal control over financial reporting, the review of interim financial statements included in the quarterly reports on Form 10-Q, assistance with and review of documents filed with the SEC and reports on internal controls.
(2)Audit-Related Fees consist of fees incurred that were reasonably related to the performance of the audit of the annual financial statements for the fiscal year, other than Audit Fees, such as consents.
(3)
Tax Fees include fees for tax return preparation, tax compliance, and tax advice.

The Company incurred additional tax compliance fees in 2020 related to the restructuring of certain specialty finance entities, state sales and use tax, and tax credit investments.

Audit Committee Pre-Approval Policy

The Audit Committee has established pre-approval policies and procedures with respect to audit and permitted non-audit services to be provided by its independent registered public accounting firm. Pursuant to these policies and procedures, the Audit Committee may form, and delegate authority to subcommittees consisting of one or more members when appropriate to grant such pre-approvals, provided that the decisions of such subcommitteemembers to grant pre-approvals are presented to the Audit Committee at its next scheduled meeting. The Audit Committee’s pre-approval policies dopolicy does not permit the delegation of the Audit Committee’s responsibilities to management. During 2015,2020, there were no fees approved for the independent registered public accounting firm pursuant to the de minimis exception under the SEC’s rules.

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ITEM 34 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMGCrowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.2021. Although not required to be submitted to a shareholder vote, the Board believes it appropriate to obtain shareholder ratification of the Audit Committee’s action in appointing KPMGCrowe LLP as the Company’s independent registered public accounting firm. Should such appointment not be ratified by the shareholders, the Audit Committee will reconsider the matter. The Audit Committee expects that the Board will ratify the appointment of KPMGCrowe LLP as the Company’s independent registered public accounting firm at their first meeting after the Annual Meeting. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted “FOR” the ratification of the appointment of KPMGCrowe LLP as the Company’s independent registered public

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accounting firm. The affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting will be required to ratify the appointment of KPMGCrowe LLP as the Company’s independent registered public accounting firm. Abstentions and broker non-votes will not affect the voting results for this proposal. It is not anticipated that there will be any broker non-votes for this proposal, since this proposal is considered a routine matter under applicable rules.

THE BOARD RECOMMENDS THE RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF KPMGCROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 20162021 AND THAT EACH SHAREHOLDER VOTE “FOR” SUCH RATIFICATION. SHARES OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THE RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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OTHER MATTERS
Shareholder Proposals
Proposals that shareholders of the Company intend to include in the Company’s proxy statement for the 2017 annual meeting and present at the 2017 annual meeting pursuant to SEC Rule 14a-8 must be received by the Company by the close of business on December 1, 2016. In addition, a shareholder who otherwise intends to present business at the 2017 annual meeting (including nominating persons for election as directors) must comply with the requirements set forth in the Company’s Amended and Restated Bylaws. Among other things, to bring business before an annual meeting, a shareholder must give written notice thereof, complying with the Amended and Restated Bylaws, to the Corporate Secretary of the Company not less than 60 days and not more than 90 days prior to the anniversary date of the previous year’s annual meeting (subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days). Under the Amended and Restated Bylaws, if the Company does not receive notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., proposals shareholders intend to present at the 2017 annual meeting but do not intend to include in the Company’s proxy statement for such meeting) after February 15, 2017 and before March 17, 2017, then the notice will be considered untimely and the Company will not be required to present such proposal at the 2017 annual meeting. If the Board chooses to present such proposal at the 2017 annual meeting, then the persons named in proxies solicited by the Board for the 2017 annual meeting may exercise discretionary voting power with respect to such proposal.

Other Matters

The cost of soliciting proxies will be borne by the Company. In addition to soliciting proxies by mail, proxies may be solicited personally and by telephone by certain directors, officers and employees of the Company, who will receive no extra compensation for their services. The Company will reimburse brokers and other nominees for their reasonable expenses in communicating with the persons for whom they hold Common Stock.

Pursuant to the rules of the SEC, services that deliver the Company’s communications to shareholders that hold stock through a bank, broker or other holder of record may deliver to multiple shareholders sharing the same address a single copy of the Company’s annual report to shareholders, proxy statement, and proxy statement.Notice of Internet Availability of Proxy Materials. Upon written or oral request, the Company will promptly deliver a separate copy of the annual report to shareholders, proxy statement, and/or proxy statementNotice of Internet Availability of Proxy Materials to any shareholder at a shared address to which a single copy of each document was delivered. Similarly, if shareholders sharing an address wish to receive a single copy of future notices, proxy statements or annual reports, the Company will comply upon receipt of such request. Shareholders may notify the Company of their requests by writing Barbara M. Conley, Senior Vice President, General Counsel andLynn Ann Parrish, Corporate Secretary, First Business Financial Services, Inc., 401 Charmany Drive, Madison, Wisconsin 53719 or calling her at 608-238-8008.

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Shareholder Proposals
First Business IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one
Proposals that shareholders of the two voting methods outlined belowCompany intend to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted byinclude in the Internet or telephoneCompany’s proxy statement for the 2022 annual meeting and present at the 2022 annual meeting pursuant to SEC Rule 14a-8 must be received by 1:00 a.m.the Company by the close of business on November 9, 2021. In addition, a shareholder who otherwise intends to present business at the 2022 annual meeting (including nominating persons for election as directors) must comply with the requirements set forth in the Company’s Amended and Restated By-Laws. Among other things, to bring business before an annual meeting, a shareholder must give written notice thereof, complying with the Amended and Restated By-Laws, to the Corporate Secretary of the Company not less than 60 days and not more than 90 days prior to the anniversary date of the previous year’s annual meeting (subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days). Under the Amended and Restated By-Laws, if the Company does not receive notice of a shareholder proposal submitted other than pursuant to Rule 14a-8 (i.e., Centralproposals shareholders intend to present at the 2022 annual meeting but do not intend to include in the Company’s proxy statement for such meeting) on or after January 30, 2021 and on or prior to March 1, 2021, then the notice will be considered untimely and the Company will not be required to present such proposal at the 2022 annual meeting. If such proposal is presented at the 2022 annual meeting but not included in the proxy statement, then the persons named in proxies solicited by the Board for the 2022 annual meeting may exercise discretionary voting power with respect to such proposal.

Communications with the Board of Directors

Shareholders may communicate with the Board by writing to First Business Financial Services, Inc., Board of Directors (or, at the shareholder’s option, to a specific director), c/o Lynn Ann Parrish, Corporate Secretary, 401 Charmany Drive, Madison, Wisconsin 53719. The Corporate Secretary will ensure that all appropriate communications are delivered to the Board or the specified director, as the case may be.
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APPENDIX A

FIRST BUSINESS FINANCIAL SERVICES, INC.

2019 EQUITY INCENTIVE PLAN

Amended as of April 30, 2021

Article 1
INTRODUCTION

Section 1.1     Purpose, Effective Date and Term. The purpose of this First Business Financial Services, Inc. 2019 Equity Incentive Plan is to promote the long-term financial success of First Business Financial Services, Inc. and its Subsidiaries by providing a means to attract, retain and reward individuals who can and do contribute to such success, and to further align their interests with those of the Shareholders. The “Effective Date” of the Plan is May 2, 2019, the date of the approval of the Plan by the Shareholders. The Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted after the 10-year anniversary of the Effective Date.

Section 1.2     Participation. Each employee and director of, and service provider (with respect to which issuances of securities may be registered under Form S-8) to, the Company and each Subsidiary who is granted, and currently holds, an Award in accordance with the provisions of the Plan shall be a “Participant” in the Plan. Award recipients shall be limited to employees and directors of, and service providers (with respect to which issuances of securities may be registered under Form S-8) to, the Company and its Subsidiaries; provided, however, that an Award may be granted to an individual prior to the date on which he or she first performs services as an employee, director or service provider, provided that such Award does not become vested prior to the date such individual commences such services.

Section 1.3     Definitions. Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Article 8).
Article 2
AWARDS

Section 2.1     General. Any Award may be granted singularly or in combination with another Award (or Awards). Each Award shall be subject to the provisions of the Plan and such additional provisions as the Committee may provide in a particular Award Agreement or other documentation. Subject to the provisions of Section 3.4(b), an Award may be granted as an alternative to or replacement of an existing award under the Plan, any other plan of the Company or a Subsidiary or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or a Subsidiary, including the plan of any entity acquired by the Company or a Subsidiary. The types of Awards that may be granted include the following:

(a)    Stock Options. A stock option represents the right to purchase Shares at an exercise price established by the Committee. Any stock option may be either an ISO or a nonqualified stock option that is not intended to be an ISO. No ISOs may be (i) granted after the 10-year anniversary of the Effective Date or (ii) granted to a non-employee. To the extent the aggregate Fair Market Value (determined at the time of grant) of Shares with respect to which ISOs are exercisable for the first time by any Participant during any calendar year under all plans of the Company and its Subsidiaries exceeds $100,000, the stock options or portions thereof that exceed such limit shall be treated as nonqualified stock options. Unless otherwise specifically provided by the Award Agreement, any stock option granted under the Plan shall be a nonqualified stock option. All or a portion of any ISO granted under the Plan that does not qualify as an ISO for any reason shall be deemed to be a nonqualified stock option. In addition, any ISO granted under the Plan may be unilaterally modified by the Committee to disqualify such stock option from ISO treatment such that it shall become a nonqualified stock option.

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(b)    Stock Appreciation Rights. A stock appreciation right (a “SAR”) is a right to receive, in cash, Shares or a combination of both (as shall be reflected in the respective Award Agreement), an amount equal to or based upon the excess of (i) the Fair Market Value at the time of exercise of the SAR over (ii) an exercise price established by the Committee.

(c)    Stock Awards. A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a combination of both, as shall be reflected in the respective Award Agreement) in the future, excluding Awards designated as stock options or SARs by the Committee. Such Awards may include bonus shares, stock units, performance shares, performance units, restricted stock, restricted stock units or any other equity-based Award as determined by the Committee.

Section 2.2     Exercise of Stock Options and SARs. A stock option or SAR shall be exercisable in accordance with such provisions as may be established by the Committee; provided, however, that a stock option or SAR shall expire no later than 10 years after its grant date (five years in the case of an ISO granted to a 10% Shareholder). The exercise price of each stock option and SAR shall be not less than 100% of the Fair Market Value on the grant date (or, if greater, the par value of a Share); provided, however, that the exercise price of an ISO shall not be less than 110% of Fair Market Value on the grant date in the case of a 10% Shareholder; and provided, further, that to the extent permitted under Code Section 409A, and subject to Section 3.4(b), the exercise price may be higher or lower in the case of stock options and SARs granted in replacement of existing awards held by an employee, director or service provider granted by an acquired entity. The payment of the exercise price of a stock option shall be by cash or, subject to limitations imposed by applicable law, by any of the following means unless otherwise determined by the Committee from time to time: (a) by tendering, either actually or by attestation, Shares acceptable to the Committee and valued at Fair Market Value as of the day of exercise; (b) by irrevocably authorizing a third party, acceptable to the Committee, to sell Shares acquired upon exercise of the stock option and to remit to the Company no later than the third business day following exercise of a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise; (c) by payment through a net exercise such that, without the payment of any funds, the Participant may exercise the option and receive the net number of Shares equal in value to (i) the number of Shares as to which the option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value (on the date of exercise) less the exercise price, and the denominator of which is such Fair Market Value (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); (d) by personal, certified or cashier’s check; (e) by other property deemed acceptable by the Committee or (f) by any combination thereof.

Section 2.3     Minimum Vesting Period. If the right to become vested in an Award granted to an employee Participant is conditioned on the completion of a specified period of service with the Company or its Subsidiaries, without achievement of performance measures or other performance objectives (whether or not related to the performance measures) being required as a condition of vesting, and without it being granted in lieu of, or in exchange for, other compensation, or other Awards, then the required period of service for full vesting shall not be less than one year (subject to acceleration of vesting, to the extent permitted by the Committee, as provided herein); provided, however, that the required period of service for full vesting shall not apply to Awards granted to Director Participants provided that the aggregate of such director grants do not exceed 5% of the total Share reserve set forth in Section 3.2(a). If the right to become vested in an Award granted to an employee Participant is conditioned on the achievement of performance measures or other performance objectives, the required performance period over which achievement of such performance measures or objectives will be measured shall not be less than one year.

Section 2.4     Dividends and Dividend Equivalents. In the sole discretion of the Committee, as may be set forth in any Award Agreement,any Award may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award.

Section 2.5     Forfeiture of Awards. Unless specifically provided to the contrary in an Award Agreement, upon notification of Termination of Service for Cause, any outstanding Award, whether vested or unvested, held by a Participant shall terminate immediately, such Award shall be forfeited and the Participant shall have no further rights thereunder.

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Section 2.6     Deferred Compensation. The Plan is, and all Awards are, intended to be exempt from (or, in the alternative, to comply with) Code Section 409A, and each shall be construed, interpreted and administered accordingly. The Company does not guarantee that any benefits that may be provided under the Plan will satisfy all applicable provisions of Code Section 409A. If any Award would be considered “deferred compensation” under Code Section 409A (“Deferred Compensation), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the applicable Award Agreement, without the consent of the Participant, to avoid the application of, or to maintain compliance with, Code Section 409A.

Article 3
SHARES SUBJECT TO PLAN

Section 3.1     Available Shares. The Shares with respect to which Awards may be granted shall be Shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including Shares purchased in the open market or in private transactions.

Section 3.2     Share Limitations.

(a)    Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of Shares that may be delivered under the Plan shall be 365,000 Shares plus that number of Shares remaining available for grant under the Prior Plan as of the date of Shareholder approval of the Plan as well as any Shares that are covered under a Prior Plan Award that otherwise would become available for reuse under the Prior Plan due to forfeiture, expiration, cancellation or the like (all of which may be granted as ISOs). The maximum number of Shares available for delivery under the Plan and the number of Shares subject to outstanding Awards shall be subject to adjustment as provided in Section 3.4. As of the Effective Date, no further Awards shall be granted under the Prior Plan.

(b)    Reuse of Shares. Any Shares subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein, shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of a stock option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, (c) shares added back that have been repurchased by the Company using stock option exercise proceeds, or (d) shares covered by a stock-settled SAR or other Awards that were not issued upon the settlement of the Award.

Section 3.3     Limitations on Grants to Individuals. The following limitations shall apply with respect to any Award to a Director Participant:

(a)    Share-Based Awards. The maximum number of Shares that may be subject to Share-based Awards granted to any one Director Participant during any calendar year shall not exceed a value of $40,000. For purposes of this Section 3.3(a), the value of any Share-based Awards shall be determined based on the grant date fair value of such Awards computed in accordance with FASB ASC Topic 718 (or any successor provision in accordance with GAAP).

(b)    Director Election. The foregoing limitations shall not apply to cash-based Director fees that the Director elects to receive in the form of Shares or Share-based units equal in value to the cash-based Director fees.

Section 3.4     Corporate Transactions; No Repricing.

(a)    Adjustments. To the extent permitted under Code Section 409A, to the extent applicable, in the event of a corporate transaction involving the Company or the Shares (including any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), all outstanding Awards, the number of Shares available for delivery under the Plan under Section 3.2 and each of the specified limitations set forth in Section 3.3 shall
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be adjusted automatically to proportionately and uniformly reflect such transaction; provided, however, that, subject to (b), the Committee may otherwise adjust Awards (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of the Awards and the Plan. Action by the Committee under this Section 3.4(a) may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding stock options and SARs; and (iv) any other adjustments that the Committee determines to be equitable (which may include (A) replacement of an Award with another award that the Committee determines has comparable value and that is based on stock of a company resulting from a corporate transaction, and (B) cancellation of an Award in return for cash payment of the current value of the Award, determined as though the Award were fully vested at the time of payment, provided that in the case of a stock option or SAR, the amount of such payment shall be the excess of the value of the stock subject to the option or SAR at the time of the transaction over the exercise price, and provided, further, that no such payment shall be required in consideration for the cancellation of the Award if the exercise price is greater than the value of the stock at the time of such corporate transaction).

(b)    No Repricing. Notwithstanding any provision of the Plan to the contrary, no adjustment or reduction of the exercise price of any outstanding stock option or SAR in the event of a decline in Share price shall be permitted without approval by the Shareholders or as otherwise expressly provided under Section 3.4(a). The foregoing prohibition includes (i) reducing the exercise price of outstanding stock options or SARs, (ii) cancelling outstanding stock options or SARs in connection with the granting of stock options or SARs with a lower exercise price to the same individual, (iii) cancelling stock options or SARs with an exercise price in excess of the current Fair Market Value in exchange for a cash or other payment, and (iv) taking any other action that would be treated as a repricing of a stock option or SAR under the rules of the primary securities exchange or similar entity on which the Shares are listed.

Section 3.5     Delivery of Shares. Delivery of Shares or other amounts under the Plan shall be subject to the following:

(a)    Compliance with Applicable Laws. Notwithstanding any provision of the Plan to the contrary, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws and the applicable requirements of any securities exchange or similar entity.

(b)    No Certificates Required. To the extent that the Plan provides for the delivery of Shares, the delivery may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

(c)    Share Certificate Legend. The Company reserves the right to place on shares acquired under the Plan a legend stating any applicable restrictions contained hereunder, pursuant to applicable securities rules, and pursuant to any Company shareholders agreement as may be in effect from time to time.

(d)    Participant’s Representations and Shareholders Agreement. The Company may require the Participant to execute an investment representation statement, in a form provided by the Company, or to execute and become a party to a Company shareholder agreement, as may be in effect on such date.

Article 4
CHANGE IN CONTROL

Section 4.1     Change in Control. If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Subsidiary, or is subject to a policy of the Company, that discusses the effect of a change in control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided in an Award Agreement or by the Committee prior to the date of the Change in Control, in the event of a Change in Control:
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(a)    If the purchaser, successor or surviving corporation (or parent thereof) in the Change in Control transaction (the “Survivor”) so agrees, some or all outstanding Awards shall be assumed, or replaced with the same type of award with similar terms and conditions (subject to clause (c)), by the Survivor. If applicable, each Award which is assumed by the Survivor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change in Control had the Award been exercised, vested or earned immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made.

(b)    To the extent the Survivor does not assume the Awards or issue replacement Awards as provided in clause (a), then the Committee may, in its discretion and without the consent of any Participant (or other person with rights in an Award) affected thereby, determine that, upon or immediately prior to the Change in Control, any or all outstanding Awards shall become vested and any or all outstanding Awards, whether or not then vested, shall be cancelled as of the date of the Change in Control in exchange for a payment in cash and/or Shares (which may include shares or other securities of the Survivor) to be made within thirty (30) days of the Change in Control equal to:

(i)    In the case of a stock option or an SAR, the excess of the Fair Market Value of the Shares on the date of the Change in Control covered by the vested portion of the stock option or SAR that has not been exercised over the exercise or grant price of such Shares under the Award (provided that, if no such excess exists, then the stock option or SAR shall be cancelled without payment therefor);

(ii)    In the case of restricted stock or restricted stock units, the Fair Market Value of a Share on the date of the Change in Control multiplied by the number of vested Shares or equivalents, as applicable, subject to such Award; and

(iii)    In the case of other Awards, an amount equal to the value of the Award.

(c)    In the event that the Survivor terminates the Participant’s employment or service without Cause within twenty-four (24) months following a Change in Control, then the following provisions shall apply to any assumed Awards or replacement awards described in paragraph (a) and any Awards not cancelled in connection with the Change in Control pursuant to paragraph (b):

(i)    Effective upon the date of the Participant’s termination of employment or service, all outstanding Awards or replacement awards automatically shall vest; and

(ii)    With respect to stock options or SARs, at the election of the Participant, such Awards or replacement awards shall be cancelled as of the date of such termination in exchange for a payment in cash and/or Shares (which may include shares or other securities of the Survivor) equal to the excess of the Fair Market Value of the Shares on the date of such termination covered by the portion of the stock option or SAR that has not been exercised over the exercise or grant price of such Shares under the Award; and

(iii)    With respect to restricted stock or restricted stock units, at the election of the Participant, such Awards or replacement awards shall be cancelled as of the date of such termination in exchange for a payment in cash and/or Shares (which may include shares or other securities of the Survivor) equal to the Fair Market Value of a Share on the date of such termination; and

(iv)    With respect to other Awards, such Awards or replacement awards shall be cancelled as of the date of such termination in exchange for a payment in cash in an amount equal to the value of the Award.

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If the value of an Award is based on the Fair Market Value of a Share, Fair Market Value shall be deemed to mean the per Share Change in Control price. The Committee shall determine the per Share Change in Control price paid or deemed paid in the Change in Control transaction.

(d)Except as otherwise expressly provided in any agreement between a Participant and the Company or a Subsidiary, if the receipt of any payment or benefit by a Participant under the circumstances described in this Section 4.1 would result in the imposition of any excise tax pursuant to the applicable provisions of Code Sections 280G and 4999, then the amount of such payment or benefit shall be reduced to the extent required to prevent the imposition of any such excise tax.

Section 4.2     Definition of Change in Control.

(a)    Change in Control” means the first day that any one or more of the following conditions shall have been satisfied, including, but not limited to, signing of documents by all parties and approval by all regulatory agencies, if required:

(i)    A change in the ownership of the Company, which shall occur on the first date that any one person (as such term is defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof) or more than one person acting as a group (as defined below) becomes a beneficial owner of Voting Securities that, together with the Voting Securities then held by such person or group, constitutes more than 50% of the total Fair Market Value or total voting power of the Voting Securities. However, if any one person or more than one person acting as a group is considered to own more than 50% of the total Fair Market Value or total voting power of the voting Securities, the acquisition of additional Voting Securities by the same person or persons is not considered to cause a Change in Control. The term “persons acting as a group” shall not include any persons acting as a group solely because they purchase or own Voting Securities at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of an entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

(ii)    A change in the effective control of the Company, which shall occur on the date that a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

(iii)    Any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions, other than an excluded transaction (as defined below). For purposes of this paragraph:

A.“Gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, as applicable, determined without regard to any liabilities associated with such assets.

B.Persons will not be considered to be acting “as a group” solely because they purchase assets of the Company at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of an entity that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company.
C.The term “excluded transaction” means any transaction in which assets are transferred to: (1) a Shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to Shares; (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company
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(determined after the asset transfer); (3) a person, or more than one person acting as a group (as defined herein), that owns directly or indirectly, 50% or more of the total value or voting power of all the outstanding Voting Securities (determined after the asset transfer); or (4) an entity at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (3) (determined after the asset transfer).

The term “Change in Control” as defined above shall be amended and construed in accordance with any guidance, rules and regulations promulgated by the Internal Revenue Service in construing the rules and regulations applicable to Code Section 409A.
Article 5
COMMITTEE

Section 5.1     Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Committee in accordance with this Article 5. The Committee shall be selected by the Board, provided that the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” (within the meaning of Rule 16b-3 promulgated under the Exchange Act) and an “independent director” (within the meaning of the rules of the securities exchange which then constitutes the principal listing for the Shares), in each case to the extent required by the Exchange Act or the applicable rules of the securities exchange which then constitutes the principal listing for the Shares, respectively. Subject to the applicable rules of any securities exchange or similar entity, if the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.

Section 5.2     Powers of Committee. The Committee’s administration of the Plan shall be subject to the other provisions of the Plan and the following:

(a)    The Committee shall have the authority and discretion to select from among the Company’s and each Subsidiary’s employees, directors and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of Shares covered by the Awards, to establish the terms of Awards, to cancel or suspend Awards and to reduce or eliminate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award.

(b)    The Committee shall have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(c)    The Committee shall have the authority to define terms not otherwise defined in the Plan.

(d)    Any interpretation of the Plan by the Committee and any decision made by it under the Plan shall be final and binding on all persons.

(e)    In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the articles and bylaws of the Company and to all applicable law.

Section 5.3     Delegation by Committee. Except to the extent prohibited by applicable law, the applicable rules of any securities exchange or similar entity, the Plan, the charter of the Committee, or as necessary to comply with the exemptive provisions of Rule 16b-3 of the Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers under the Plan to any person or persons selected by it; provided, that, no such delegation is permitted with respect to Share-based Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of directors who are “non-employee directors” within the meaning of Rule 16b-3. The acts of
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such delegates shall be treated under the Plan as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards granted. Any such allocation or delegation may be revoked by the Committee at any time.

Section 5.4     Information to be Furnished to Committee. As may be permitted by applicable law, the Company and each Subsidiary shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties under the Plan. The records of the Company and each Subsidiary as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive with respect to all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the Plan shall furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

Section 5.5     Expenses and Liabilities. All expenses and liabilities incurred by the Committee in the administration and interpretation of the Plan or any Award Agreement shall be borne by the Company. The Committee may employ attorneys, consultants, accountants or other persons in connection with the administration and interpretation of the Plan, and the Company, and its officers and directors, shall be entitled to rely upon the advice, opinions and valuations of any such persons.

Article 6
AMENDMENT AND TERMINATION

Section 6.1     General. The Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend any Award Agreement; provided, however, that no amendment or termination may (except as provided in Section 2.6, Section 3.4(a) and Section 6.2), in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), impair the rights of any Participant or beneficiary under any Award granted prior to the date such amendment or termination is adopted by the Board; and provided, further, that, no amendment may (a) materially increase the benefits accruing to Participants under the Plan, (b) materially increase the aggregate number of securities that may be delivered under the Plan other than pursuant to Section 3.3, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) immediately above is approved by the Shareholders.

Section 6.2     Amendment to Conform to Law. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or the Award Agreement to any applicable law. By accepting an Award, the Participant shall be deemed to have acknowledged and consented to any amendment to an Award made pursuant to this Section 6.2, Section 2.6 or Section 3.4 without further consideration or action.

Article 7
GENERAL TERMS

Section 6.3     No Implied Rights.

(a)    No Rights to Specific Assets. No person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any Subsidiary, including any specific funds, assets, or other property that the Company or a Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Shares or amounts, if any, distributable in accordance with the provisions of the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan or an Award Agreement shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to provide any benefits to any person.

(b)No Contractual Right to Employment or Future Awards. The Plan does not constitute a contract of employment, and selection as a Participant shall not give any person the right to be retained in
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the service of the Company or a Subsidiary or any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the Plan. No individual shall have the right to be selected to receive an Award, or, having been so selected, to receive a future Award.

(c)    No Rights as a Shareholder. Except as otherwise provided in the Plan, no Award shall confer upon the holder thereof any rights as a Shareholder prior to the date on which the individual fulfills all conditions for receipt of such rights. However, if a Participant receives a grant of restricted stock pursuant to the terms of the Plan, unless otherwise provided in the Award Agreement, said Participant shall have the rights of a Shareholder subject to the forfeiture and vesting provisions related to such Shares.

Section 7.2     Transferability. Except as otherwise provided by the Committee, Awards are not transferable except as designated by the Participant by will or by the laws of descent and distribution. The Committee shall have the discretion to permit the transfer of Awards; provided, however, that such transfers shall be limited to immediate family members of Participants, trusts, partnerships, limited liability companies and other entities that are permitted to exercise rights under Awards in accordance with Form S-8 established for the primary benefit of such family members; and provided, further, that such transfers shall not be made for value to the Participant.

Section 7.3     Designation of Beneficiaries. A Participant hereunder may file with the Company a designation of a beneficiary or beneficiaries under the Plan and may from time to time revoke or amend any such designation. Any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof shall not have any further liability to anyone.

Section 7.4     Non-Exclusivity. Neither the adoption of the Plan by the Board nor the submission of the Plan to the Shareholders for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable.

Section 7.5     Award Agreement. Each Award shall be evidenced by an Award Agreement. A copy of the Award Agreement, in any medium chosen by the Committee, shall be made available to the Participant, and the Committee may require that the Participant sign a copy of the Award Agreement.

Section 7.6     Form and Time of Elections. Unless otherwise specified in the Plan, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be filed with the Company at such times, in such form, and subject to such terms or conditions, not inconsistent with the provisions of the Plan, as the Committee may require.

Section 7.7     Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information that the person acting on Mayit considers pertinent and reliable, and signed, made or presented by the proper party or parties.

Section 7.8     Tax Withholding. All distributions under the Plan shall be subject to withholding of all applicable taxes and the Committee may condition the delivery of any Shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant; (b) through the surrender of Shares that the Participant already owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided, however, that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction.

Section 7.9     Successors. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company.
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Section 7.10     Indemnification. To the fullest extent permitted by law, each person who is or shall have been a member of the Committee or the Board, or an officer of the Company to whom authority was delegated in accordance with Section 5.3, or an employee of the Company acting at the direction of the Committee, the Board, or an officer with such authority, in administering the Plan, shall be indemnified and held harmless by the Company against and from any loss (including amounts paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan (but only where the party seeking indemnification is a defendant in such claim, action, suit, or proceeding) and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her (provided that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf), unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Section 7.11     No Fractional Shares. Unless otherwise permitted by the Committee, no fractional Shares shall be delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Shares or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

Section 7.12    Governing Law; Waiver of Jury Trial.

(a)    Governing Law. The Plan, all Awards, and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Wisconsin without reference to principles of conflict of laws, except as superseded by applicable federal law; and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Dane, Wisconsin.

(b)    Waiver of Jury Trial. except to the extent prohibited by state law, AS A CONDITION OF PARTICIPATING IN THE PLAN, THE COMPANY AND THE PARTICIPANT IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS PLAN, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS PLAN. EACH PARTICIPANT WILL BE REQUIRED TO CERTIFY AND ACKNOWLEDGE, IN AN AWARD AGREEMENT, THAT (A) NO REPRESENTATIVE OF THE COMPANY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE COMPANY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) HE OR SHE HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) HE OR SHE MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) HE OR SHE HAS DECIDED TO EXECUTE THE AWARD AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 7.13     Benefits Under Other Plans. Except as otherwise provided by the Committee, Awards granted to a Participant (including the grant and the receipt of benefits) shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any qualified retirement plan, nonqualified plan and any other benefit plan maintained by the Participant’s employer.

Section 7.14     Validity. If any provision of the Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been included in the Plan.

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Section 7.15     Notice. Unless provided otherwise in an Award Agreement or policy adopted from time to time by the Committee, all communications to the Company provided for in the Plan, or any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery),or sent by prepaid overnight courier to the Company at the address set forth below:

First Business Financial Services, Inc. Attention: Corporate Secretary
401 Charmany Drive
Madison, Wisconsin 53719

Such communications shall be deemed given:

(a)In the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; or

(b)    In the case of certified or registered U.S. mail, five days after deposit in the U.S. mail;

provided, however, that in no event shall any communication be deemed to be given later than the date it is actually received, provided it is actually received. In the event a communication is not received, it shall be deemed received only upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service provider.

Section 7.16     Clawback Policy. Any Award, amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other similar action in accordance with any applicable Company clawback policy (the “Policy”) or any applicable law. A Participant’s receipt of an Award shall be deemed to constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (i) the Policy and any similar policy established by the Company that may apply to the Participant, whether adopted prior to or following the making of any Award and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Participant’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or action.

Section 7.17     Breach of Restrictive Covenants. Except as otherwise provided by the Committee, notwithstanding any provision of the Plan to the contrary, if the Participant breaches a non-competition, non-solicitation, non-disclosure, non-disparagement or other restrictive covenant set forth in an Award Agreement or any other agreement between the Participant and the Company or a Subsidiary, whether during or after the Participant's Termination of Service, in addition to and not in limitation of any other rights, remedies, damages, penalties or restrictions available to the Company under the Plan, an Award Agreement, any other agreement between the Participant and the Company or a Subsidiary, or otherwise at law or in equity, the Participant shall forfeit or pay to the Company:

(a)    Any and all outstanding Awards granted to the Participant, including Awards that have become vested or exercisable;

(b)    Any Shares held by the Participant in connection with the Plan that were acquired by the Participant after the Participant's Termination of Service and within the 12-month period immediately preceding the Participant's Termination of Service;

(c)    The profit realized by the Participant from the exercise of any stock options and SARs that the Participant exercised after the Participant's Termination of Service and within the 12-month period immediately preceding the Participant's Termination of Service, which profit is the difference between the exercise price of the stock option or SAR and the Fair Market Value of any Shares or cash acquired by the Participant upon exercise of such stock option or SAR; and

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(d)    The profit realized by the Participant from the sale, or other disposition for consideration, of any Shares received by the Participant in connection with the Plan after the Participant's Termination of Service and within the 12-month period immediately preceding the Participant's Termination of Service and where such sale or disposition occurs in such similar time period.

Section 7.18     Offset. The Company shall have the right to offset, from any amount payable or stock deliverable hereunder, any amount that the Participant owes to the Company or any Subsidiary without the consent of the Participant or any individual with a right to the Participant’s Award.

Article 8
DEFINED TERMS; CONSTRUCTION

Section 8.1     In addition to the other definitions contained in the Plan, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply:

(a)    10% Shareholder” means an individual who, at the time of grant, owns Voting Securities possessing more than 10% of the total combined voting power of the Voting Securities.

(b)    Award” means an award under the Plan.

(c)    Award Agreement” means the document that evidences the terms and conditions of an Award. Such document shall be referred to as an agreement regardless of whether a Participant’s signature is required. Each Award Agreement shall be subject to the terms and conditions of the Plan, and, if there is any conflict between the Award Agreement and the Plan, the Plan shall control.

(d)    Board” means the Board of Directors of the Company.

(e)    If the Participant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “cause” (or the like), then, for purposes of the Plan, the term “Cause” has the meaning set forth in such agreement; and in the absence of such a definition, “Cause” means (i) any act of (A) fraud or intentional misrepresentation or (B) embezzlement, misappropriation or conversion of assets or opportunities of the Company or a Subsidiary, (ii) willful violation of any law, rule or regulation in connection with the performance of a Participant’s duties to the Company or a Subsidiary (other than traffic violations or similar offenses), (iii) with respect to any employee of the Company or a Subsidiary, commission of any act of moral turpitude or conviction of a felony or (iv) the willful or negligent failure of the Participant to perform the Participant’s duties to the Company or a Subsidiary in any material respect.

Further, the Participant shall be deemed to have terminated for Cause if, after the Participant’s Termination of Service, facts and circumstances arising during the course of the Participant’s employment with the Company are discovered that would have constituted a termination for Cause.

Further, all rights a Participant has or may have under the Plan shall be suspended automatically during the pendency of any investigation by the Board or its designee or during any negotiations between the Board or its designee and the Participant regarding any actual or alleged act or omission by the Participant of the type described in the applicable definition of “Cause.”

(f)    Change in Control” has the meaning ascribed to it in Section 4.2.

(g)    Code” means the Internal Revenue Code of 1986.

(h)    Committee” means the Committee acting under Article 5, and in the event a Committee is not currently appointed, the Board.

(i)    Company” means First Business Financial Services, Inc. a Wisconsin corporation.
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(j)    Director Participant” means a Participant who is a member of the Board or the board of directors of a Subsidiary that is not otherwise an employee of the Company or a Subsidiary.

(k)    Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering the Company’s or a Subsidiary’s employees.

(l)    Effective Date” has the meaning ascribed to it in Section 1.1.

(m)    Exchange Act” means the Securities Exchange Act of 1934.

(n)    “Fair Market Value” means, as of any date, the officially-quoted closing selling price of the Shares on such date on the principal national securities exchange on which Shares are listed or admitted to trading or, if there have been no sales with respect to Shares on such date, or if the Shares are not so listed or admitted to trading, the Fair Market Value shall be the value established by the Committee in good faith and, to the extent required, in accordance with Code Section 409A and Code Section 422.

(o)    Form S-8” means a Registration Statement on Form S-8 promulgated by the U.S. Securities and Exchange Commission or any successor form thereto.

(p)    If the Participant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “good reason” (or the like), then, for purposes of the Plan, the term “Good Reason” has the meaning set forth in such agreement; and in the absence of such a definition, “Good Reason” means the occurrence of any one of the following events, unless the Participant agrees in writing that such event shall not constitute Good Reason:

(i)    A material, adverse change in the nature, scope or status of the Participant’s position, authorities or duties from those in effect immediately prior to the applicable Change in Control;

(ii)    A material reduction in the Participant’s aggregate compensation or benefits in effect immediately prior to the applicable Change in Control; or

(iii)    Relocation of the Participant’s primary place of employment of more than 50 miles from the Participant’s primary place of employment immediately prior to the applicable Change in Control, or a requirement that the Participant engage in travel that is materially greater than prior to the applicable Change in Control.
Notwithstanding any provision of this definition to the contrary, prior to the Participant’s Termination of Service for Good Reason, the Participant must give the Company written notice of the existence of any condition set forth in clause (i) – (iii) immediately above within 90 days of its initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, the condition shall not constitute Good Reason. Further notwithstanding any provision of this definition to the contrary, in order to constitute a termination for Good Reason, such termination must occur within 12 months of the initial existence of the applicable condition.

(q)    ISO” means a stock option that is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b).
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(r)    Participant” has the meaning ascribed to it in Section 1.2.

(s)    Plan” means the First Business Financial Services, Inc. 2019 Equity Incentive Plan.

(t)    Policy” has the meaning ascribed to it in Section 7.16.

(u)    Prior Plan” means the First Business Financial Services, Inc. 2012 Equity Incentive Plan.

(v)    SAR” has the meaning ascribed to it in Section 2.1(b).

(w)    Section 16 2016.Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.

(x)    Securities Act” means the Securities Act of 1933.

(y)    Share” means a share of the common stock of the Company, no par value per share.

(z)    Shareholders” means the shareholders of the Company.

(aa)    Subsidiary” means any corporation or other entity that would be a “subsidiary corporation” as defined in Code Section 424(f) with respect to the Company.

(bb)    “Termination of Service” means the first day occurring on or after a grant date on which the Participant ceases to be an employee and director of, and service provider to, the Company and each Subsidiary, regardless of the reason for such cessation, subject to the following:

(i)    The Participant’s cessation as an employee or service provider shall not be deemed to occur by reason of the transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries.

(ii)    The Participant’s cessation as an employee or service provider shall not be deemed to occur by reason of the Participant’s being on a leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s services.

(iii)    If, as a result of a sale or other transaction, the Subsidiary for whom the Participant is employed (or to whom the Participant is providing services) ceases to be a Subsidiary, and the Participant is not, following the transaction, an employee or director of, or service provider to, the Company or an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participant’s Termination of Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing services.

(iv)    A service provider, other than an employee or director, whose services to the Company or a Subsidiary are governed by a written agreement with such service provider shall cease to be a service provider at the time the provision of services under such written agreement ends (without renewal); and such a service provider whose services to the Company or a Subsidiary are not governed by a written agreement with the service provider shall cease to be a service provider on the date that is 90 days after the date the service provider last provides services requested by the Company or a Subsidiary.

(v)    Notwithstanding the foregoing, in the event that any Award constitutes deferred compensation, the term Termination of Service shall be interpreted by the Committee in a
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manner consistent with the definition of “separation from service” as defined under Code Section 409A.

(cc)    Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.
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a02162021proxycardpage1_pac.jpgFirst Business Bank VOTE Your Vote Matters - here's how to vote! You may vote online or by Internet Gophone instead of mailing this card. Online go to www.envisionreports.com/FBIZ Or scan the QR code with your smartphone Follow- login details are located in the steps outlined on the secure website Vote by telephoneshaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded messageSave paper, time and money! Sign up for electronic delivery at www.envisionreports.com/FBIZ Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2021 Annual Meeting Proxy Card IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.123456789012345 If voting by mail, sign, detach and return the bottom portion in the enclosed envelope. Proposals - The Board of Directors recommendsrecommend a vote "FOR"“FOR” all the director nominees listed in Proposal 1.1 and “FOR” proposal two, three, and four. 1. Class III director nominees:II Director Nominees: For Withhold For Withhold For Withhold 01 - Jan A. EddyLaurie S. Benson 02 - John M. SilsethMark D. Bugher 03 - Dean W. Voeks The Board of Directors recommendsCorey A. Chambas 04 - John J. Harris 2. To act upon a vote "FOR" Proposals 2 andproposal to approve an amendment to the First Business Financial Services, Inc. Equity Incentive Plan. For Against Abstain 3. 2. To approve, in a non-binding, advisory vote, the compensation of the Company'sCompany’s named executive officers. For Against Abstain 3.4. To ratify the appointment of KPMGCrowe LLP as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2016. For Against Abstain To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. The Company is not currently aware of any such business. Non-Voting Items Change of Address - Please print new address below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.2021. Authorized Signatures - This section must be completed for your vote to be counted. - Datecount. Please date and Sign Belowsign below. NOTE: Please sign and mail in the enclosed envelope.exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or guardian,custodian, please give full title as such. If stock is held jointly or in two or more names, all persons so named should sign. A corporation should sign full corporate name by duly authorized officer.title. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box.box.










a02162021proxycardpage1_pab.jpgFirst Business 2016 Annual Meeting of Shareholders You are cordially invited to attend theBank The 2021 Annual Meeting of Shareholders of First Business Financial Services, Inc. towill be held on Friday, April 30, 2021 at Monona Terrace Community and Convention Center10:00 am CT, virtually via the Internet at www.meetingcenter.io/269930206 To access the virtual meeting, you must have the information that is printed in the shaded bar located at One John Nolen Dr., Madison, Wisconsin 53703, at 4:00 p.m. (CDT) on Monday, May 16, 2016. There will be a reception following the Annual Meeting. Please RSVP by calling (608) 232-5918 and letting us know the namesreverse side of those attending the Annual Meeting.this form. The password for this meeting is - FBIZ2021 Whether or not you plan to attend the Annual Meeting, of Shareholders, it is important that all shares are represented. Please vote and sign the proxy card printed on the reverse side. Tear at the perforationperforated edge and mail the proxy card in the enclosed postage-paid envelope at your earliest convenience or vote via phone or internet. Important notice regarding the telephone or Internet. We look forward to seeingInternet availability of proxy materials for the Annual Meeting of Shareholders. The materials are available at: www.envisionreports.com/FBIZ Thank you on May 16. THANK YOU FOR VOTING. ALL VOTES ARE IMPORTANT!for voting. Do not returnmail this proxy card if you are voting viaby phone or internet. Small steps make an impact. Help the telephone or Internet. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetingenvironment by consenting to be held on May 16, 2016: The proxy statement and Annual Report on 10-K for the year ended December 31, 2015 are available onlinereceive electronic delivery, sign up at www.envisionreports.com/FBIZ.FBIZ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. First Business Proxy - First Business Financial Services, Inc. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS MAY 16, 2016Notice of 2021 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — April 30, 2021 The undersigned appoints Barbara M. ConleyLynn Ann Parrish and Corey A. Chambas, and each or either of them, proxies of the undersigned, with full power of substitution, and authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of First Business Financial Services, Inc. ("(“the Company"Company”) held of record by the undersigned at the close of business on March 16, 2016February 26, 2021 at the Annual Meeting of Shareholders of the Company to be held on May 16, 2016April 30, 2021 or any postponement or adjournment thereof. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ALL THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3 ON THE REVERSE SIDE. IN THE ABSENCE OF AN INDICATION TO THE CONTRARY, THIS PROXY WILL BE VOTED "FOR" ALL THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3 ON THE REVERSE SIDE, AND AT THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS. (ContinuedShares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote “FOR” all the nominees listed in proposal one and “FOR” proposals two, three, and four. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.) THANK YOU FOR VOTINGside) Non-Voting Items Change of Address - please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.