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. ) |
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Definitive Proxy Statement |
Definitive Additional Materials |
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Jerry Kilcoyne | Corey Chambas | ||||
Board Chair | President and Chief Executive Officer |
Date and Time | Place | ||||||||||
Friday, April 29, 2022 | Virtual Meeting | ||||||||||
10:00 a.m. CDT | www.meetnow.global/MNLXAPF |
Online Going to www.envisionreports.com/FBIZ and following the online instructions. You will need your voter control number located on the Notice of Internet Availability or proxy card, as applicable, that you received to, submit your proxy. | |||||
By Phone Calling the phone number located on the top of your proxy card and following the voice prompts. You will need your voter control number located on the Notice of Internet Availability or proxy card, as applicable, to submit your proxy. | |||||
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. |
By email: Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to: legalproxy@computershare.com | |||||
By mail (must be received no later than Monday, April 25, 2022): Computershare First Business Financial Services, Inc. Legal Proxy P.O. Box 43001 Providence, RI 02940-3001 |
Option Exercises and Stock Vested in | |||||
Corey A. Chambas | |||||
Other Named Executive Officers | |||||
Tax Deductibility of Compensation | |||||
ITEM 2 | |||||
RELATED PARTY TRANSACTIONS |
REPORT OF THE AUDIT COMMITTEE | |||||
MISCELLANEOUS | |||||
Independent Registered Public Accounting Firm | |||||
Audit Committee Pre-Approval Policy | |||||
OTHER MATTERS | |||||
Shareholder Proposals | |||||
•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 |
Benson | Bugher | Chambas | Chavarria | Eddy | Harris | Kauten | Keane | Kilcoyne | Lorenz | Olszewski | Sanders | |||||||||||||||||||||||||||
Director Skills, Attributes, and Qualifications | ||||||||||||||||||||||||||||||||||||||
Other Public Company Board Service and Governance | ● | ● | ● | |||||||||||||||||||||||||||||||||||
Financial Services Industry | ● | ● | ● | ● | ● | ● | ● | |||||||||||||||||||||||||||||||
Financial Reporting, Accounting and Financial Controls / Audit Committee | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||||||
Human Resources /Compensation Committee | ● | ● | ● | ● | ||||||||||||||||||||||||||||||||||
Enterprise Risk Management | ● | ● | ● | ● | ● | ● | ● | |||||||||||||||||||||||||||||||
Strategic Planning | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||
Legal / Regulatory | ● | ● | ||||||||||||||||||||||||||||||||||||
Mergers and Acquisitions | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Entrepreneurial | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Technology / Information Security | ● | ● | ● | |||||||||||||||||||||||||||||||||||
Board Tenure | ||||||||||||||||||||||||||||||||||||||
Years | 3 | 16 | 19 | 4 | 18 | 10 | 3 | 3 | 10 | 3 | 3 | 5 |
Board Diversity Matrix (As of January 5, 2021) | ||||||||||||||
Total Number of Directors: 12 | ||||||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | Female | Male | Non-Binary | Did Not Disclose | ||||||||||
4 | 8 | 0 | 0 | |||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | 1 | 0 | 0 | 0 | ||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||||||||
Asian | 0 | 0 | 0 | 0 | ||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | ||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||||||||
White | 3 | 8 | 0 | 0 | ||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||||||||
LGBTQ+ | 0 | 0 | 0 | 0 | ||||||||||
Did Not Disclose | 0 | 0 | 0 | 0 |
W. Kent Lorenz, age | |||
Carol P. Sanders, age | |||||
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 |
Ms. Benson also serves on the boards of |
Mark D. Bugher, age | |||||
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 | |||||
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 |
Corey A. Chambas, age | |||||
subsidiary of FBB. Mr. Chambas also serves | |||||
the board of |
John J. Harris, age | |||||
LLC from 2000 to 2005. |
Carla C. Chavarria, age 56, has served as a director of the Company since June 2017 and is a member of the Compensation Committee and the Corporate Governance and Nominating 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. |
Ralph R. Kauten, age 70, 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 owner of Air-Lec Industries and co-owner of Mirus Bio, 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 also | |||||
serves on the boards of other private organizations. |
Gerald L. (Jerry) Kilcoyne, age 62, 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. |
Daniel P. Olszewski, age 57, 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 also serves on the board of a private organization. |
Jan A. Eddy, age 72, 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 also serves on the board of a private organization. Ms. Eddy will retire from the Company's Board following the | |||||
completion of her term expiring at the 2022 Annual Meeting. |
Timothy J. Keane, age 75, 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 from June 2017 to December 2021. Mr. Keane has served on the FBB Kansas City Metro Advisory Board from August 2017 to November 2021. 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 also serves on the boards of other private organizations. Mr. Keane will retire from the Company's Board following the completion of his term expiring at the 2022 Annual Meeting. |
Name(1) | Audit | Compensation | Corporate Governance and Nominating | Operational 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 2021 | 5 | 4 | 4 | 4 |
Name(1) | Audit | Compensation | Corporate Governance and Nominating | Operational Risk |
Laurie S. Benson | ||||
Mark D. Bugher | Chair | |||
Carla C. Chavarria | ||||
Jan A. Eddy | Chair | |||
John J. Harris | ||||
Ralph R. Kauten | ||||
Timothy J. Keane | ||||
Gerald L. Kilcoyne(2) | Chair | |||
W. Kent Lorenz | ||||
Daniel P. Olszewski | ||||
Carol P. Sanders(3) | Chair | |||
Number of Meetings in 2018 | 5 | 7 | 5 | 0(4) |
(1) | Mr. Chambas |
(2) |
Ms. Sanders qualifies as an “audit committee financial |
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 enterprise-wide risk management;• The Operational Risk Committee was established in 2018 to evaluate and monitor the • Company management is responsible for assessing and managing risk through robust internal processes and effective internal controls and for providing |
Committee | Risk Oversight Focus | ||||
Audit Committee | • Monitors the integrity of the financial statements, effectiveness of internal | ||||
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 | • •Assesses and monitors the Company's ESG and Board DEI practices. | ||||
Operational Risk Committee | •Assures the ERM Program is operating effectively. • Monitors the strategic risk based on an assessment of the • Evaluates, monitors and advises the Board on all matters relating to maintaining the right tone at the top.• |
Name of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned | ||||||
Laurie S. Benson(1) | 5,201 | * | ||||||
Mark D. Bugher(2) | 10,308 | * | ||||||
Corey A. Chambas(3) | 143,349 | 1.7% | ||||||
Carla C. Chavarria(4) | 3,211 | * | ||||||
Jan A. Eddy(5) | 17,831 | * | ||||||
John J. Harris(6) | 10,775 | * | ||||||
Ralph R. Kauten(7) | 29,673 | * | ||||||
Timothy J. Keane(8) | 8,740 | * | ||||||
Gerald L. Kilcoyne(9) | 52,211 | * | ||||||
W. Kent Lorenz(10) | 17,944 | * | ||||||
Mark J. Meloy(11) | 50,241 | * | ||||||
Daniel P. Olszewski(12) | 23,054 | * | ||||||
Brad A. Quade(13) | 7,409 | * | ||||||
Carol P. Sanders(14) | 7,603 | * | ||||||
David R. Seiler(15) | 16,327 | * | ||||||
Edward G. Sloane, Jr(16) | 15,292 | * | ||||||
All directors, nominees and executive officers as a group (20 persons)(17) | 510,742 | 6.1% | ||||||
5% Holders | ||||||||
The Banc Funds Company, LLC(18) | 440,610 | 5.2% | ||||||
Dimensional Fund Advisors LP(19) | 465,166 | 5.5% | ||||||
*Denotes less than 1% |
Name of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned | |
Laurie S. Benson............................................................... | 3,200 | (1) | * |
Mark D. Bugher................................................................. | 9,533 | (2) | * |
Corey A. Chambas............................................................ | 139,103 | (3) | 1.6% |
Carla C. Chavarria............................................................. | 0 | * | |
Jan A. Eddy....................................................................... | 17,056 | (4) | * |
John J. Harris.................................................................... | 10,000 | (5) | * |
Ralph R. Kauten............................................................... | 25,188 | (6) | * |
Timothy J. Keane............................................................. | 7,123 | (7) | * |
Gerald L. Kilcoyne........................................................... | 44,636 | (8) | * |
W. Kent Lorenz................................................................. | 19,169 | (9) | * |
Michael J. Losenegger...................................................... | 32,930 | (10) | * |
Mark J. Meloy…….………………………………......... | 49,026 | (11) | * |
Daniel P. Olszewski........................................................... | 19,176 | (12) | * |
Carol P. Sanders……………………………………........ | 1,507 | (13) | * |
David R. Seiler.................................................................. | 10,846 | (14) | * |
Edward G. Sloane, Jr………………………………........ | 10,119 | (15) | * |
All directors, nominees and executive officers as a group (19 persons)........................................ | 461,783 | (16) | 5.3% |
5% Holders | |||
The Banc Funds Company, LLC ……….......................... | 675,852 | (17) | 7.7% |
Manulife Financial Corporation ……………………....... | 504,731 | (18) | 5.7% |
BlackRock, Inc. .................................………………....... | 456,005 | (19) | 5.2% |
(1) | Includes 385 restricted shares over which Ms. Benson has voting power but does not have investment power, and 4,426 shares held | ||||
(2) | Includes 385 restricted shares over which Mr. Bugher has voting power but does not have investment power, 160 shares held by | ||||
(3) | Includes | ||||
(4) | |||||
Includes | |||||
(5) | Includes 385 restricted shares over which Ms. Eddy has voting power but does not have investment power, and | ||||
(6) | Includes 385 restricted shares over which Mr. | ||||
(7) | Includes 385 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 385 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 385 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 385 restricted shares over which Mr. 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 | ||||
(12) | Includes 385 restricted shares over which Mr. Olszewski has voting power but does not have investment power, and 22,279 shares held in a | ||||
(13) | Includes 4,164 restricted shares over which Mr. Quade has voting power but does not have investment power. | ||||
(14) | Includes 385 restricted shares over which Ms. Sanders has voting power but does not have investment power, and 670 shares held | ||||
Includes | |||||
Includes | |||||
Includes: 38,821 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, | |||||
Information based on Schedule 13G/A filed with the SEC on February | |||||
(19) | Information based on Schedule 13G, filed with the SEC on February 8, |
Fees earned or paid in cash | Stock awards | All other compensation(1) | Total | |
Laurie S. Benson | $3,500 | — | $17,317 | $20,817 |
Mark D. Bugher | $42,500 | — | — | $42,500 |
Carla C. Chavarria | $33,750 | — | — | $33,750 |
Jan A. Eddy | $42,500 | — | — | $42,500 |
John J. Harris | $34,500 | — | — | $34,500 |
Ralph R. Kauten | $2,000 | — | $21,417 | $23,417 |
Timothy J. Keane | $2,000 | — | $21,467 | $23,467 |
Gerald L. Kilcoyne | $49,563 | — | $13,200 | $62,763 |
W. Kent Lorenz | $15,600 | — | $17,600 | $33,200 |
Daniel P. Olszewski | $2,750 | — | $21,667 | $24,417 |
Carol P. Sanders | $37,250 | — | — | $37,250 |
Jerome J. Smith(2) | $175,675 | — | — | $175,675 |
Fees earned or paid in cash (1) | Stock awards(2) | Total | |||||||||
Laurie S. Benson | $44,333 | $10,000 | $54,333 | ||||||||
Mark D. Bugher | $38,750 | $10,000 | $48,750 | ||||||||
Carla C. Chavarria | $32,250 | $10,000 | $42,250 | ||||||||
Jan A. Eddy | $34,167 | $10,000 | $44,167 | ||||||||
John J. Harris | $35,250 | $10,000 | $45,250 | ||||||||
Ralph R. Kauten | $33,750 | $10,000 | $43,750 | ||||||||
Timothy J. Keane | $37,500 | $10,000 | $47,500 | ||||||||
Gerald L. Kilcoyne | $90,667 | $10,000 | $100,667 | ||||||||
W. Kent Lorenz | $40,500 | $10,000 | $50,500 | ||||||||
Daniel P. Olszewski | $36,833 | $10,000 | $46,833 | ||||||||
Carol P. Sanders | $42,250 | $10,000 | $52,250 |
(1) | Includes | ||||
(2) |
The Compensation Committee has identified the following as important financial metrics for the | ||
• | ||
• •The Company benefited from growth in loan and lease balances, excluding PPP loans, of $291.5 million, or 15.2%, as of December 31, 2021 compared to December 31, 2020. •Top line revenue, excluding PPP SBA loan processing fees and interest, grew 7.7% for the year ended December 31, 2021 compared to the prior year. | ||
Efficiency Ratio •The efficiency ratio was 63.49% for the year ended December 31, 2021, exceeding target performance. This performance was primarily due to • Efficiency is one of four key strategies within the long-term strategic plan. The Company | ||
Return on Average Assets • Return on average assets (“ROAA”) was | ||
Index | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | ||||||
First Business Financial Services, Inc. | 100.00 | 129.80 | 138.15 | 133.96 | 127.77 | 115.43 | ||||||
Nasdaq Composite Index | 100.00 | 114.75 | 122.74 | 133.62 | 173.22 | 168.30 | ||||||
SNL Bank Nasdaq Index | 100.00 | 103.57 | 111.80 | 155.02 | 163.20 | 137.56 |
Named Executive | Title | ||||
Corey A. Chambas | President 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. Seiler | Chief Operating Officer of First Business Financial Services, Inc. | ||||
Mark J. Meloy | Chief Executive Officer of First Business Bank | ||||
Chief Credit Officer of First Business Financial Services, Inc. |
Altabancorp (ALTA) | ||
American National Bankshares Inc. (AMNB) | ||
Bridgewater Bancshares, Inc. (BWB) | ||
Business First Bancshares, Inc. (BFST) | ||
CapStar Financial Holdings, Inc. (CSTR) | ||
Equity Bancshares, Inc. (EQBK) | ||
Evans Bancorp, Inc. (EVBN) | ||
Farmers & Merchants Bancorp, Inc. (FMAO) | ||
First Mid Bancshares, Inc. (FMBH) | ||
Investar Holding Corporation (ISTR) | ||
Level One Bancorp, Inc. (LEVL) | ||
Macatawa Bank Corporation (MCBC) | ||
Mercantile Bank Corporation (MBWM) | ||
Mid Penn Bancorp, Inc. (MPB) | ||
MidWestOne Financial Group, Inc. (MOFG) | ||
MVB Financial Corp. (MVBF) | ||
Nicolet Bankshares, Inc. (NCBS) | ||
Northeast Bank (NBN) | ||
SmartFinancial, Inc. (SMBK) | ||
Stock Yards Bancorp, Inc. (SYBT) | ||
Timberland Bancorp, Inc. (TSBK) | ||
West Bancorporation, Inc. (WTBA) |
Name | Position | 2020 Base Salary | 2021 Base Salary | 2022 Base Salary | ||||||||||
Corey A. Chambas | President and Chief Executive Officer | $490,000 | $510,000 | $560,000 | ||||||||||
Edward G. Sloane, Jr. | Chief Financial Officer | $281,190 | $286,814 | $300,000 | ||||||||||
David R. Seiler | Chief Operating Officer | $302,848 | $313,448 | $330,688 | ||||||||||
Mark J. Meloy | CEO - First Business Bank | $234,466 | $239,155 | $255,000 | ||||||||||
Bradley A. Quade | Chief Credit Officer | $240,000 | $247,200 | $259,560 |
Name | Position | 2018 Base Salary | 2019 Base Salary |
Corey A. Chambas | President and Chief Executive Officer | $443,456 | $466,000 |
Edward G. Sloane, Jr. | Chief Financial Officer | $257,500 | $270,375 |
David R. Seiler | Chief Operating Officer | $280,000 (1) | $291,200 |
Mark J. Meloy | CEO - First Business Bank | $220,001 | $231,001 |
Michael J. Losenegger | Chief Credit Officer | $236,599 | $250,795 |
(1) Mr. Seiler's salary increased to $280,000 on August 1, 2018. |
Measure | Threshold | Target | Superior | Actual | Weighting | ||
Company | Adjusted Top Line Revenue(1) | 77,000,000 | 79,000,000 | 81,000,000 | 84,058,000 | 33.33% | |
Efficiency Ratio(2) | 68% | 65% | 62% | 67.77% | 33.33% | ||
Return on Average Assets(3) | 0.85% | 0.95% | 1.05% | 0.86% | 33.33% |
Measure | Threshold | Target | Superior | Actual | Weighting | ||||||||||||
Top Line Revenue(1) | $105,800,000 | $109,800,000 | $113,800,000 | $112,762,000 | 33.33% | ||||||||||||
Efficiency Ratio(2) | 64.30% | 63.50% | 62.60% | 63.49% | 33.33% | ||||||||||||
Return on Average Assets(3) | 0.90% | 1.05% | 1.20% | 1.37% | 33.33% |
(1) | |||||
(2) | Efficiency Ratio is defined as non-interest expense excluding the effects of the SBA recourse provision, impairment of tax credit | ||||
(3) | Return on Average Assets is defined as net income divided by average assets. |
Named Executive Officer | Targeted Payout as % of Base Salary | Actual Payout as % of Bonus Eligible Compensation | Bonus Payout ($) |
Corey A. Chambas | 45.00% | 40.39% | 179,132 |
Edward G. Sloane, Jr. | 35.00% | 33.14% | 85,333 |
David R. Seiler | 35.00% | 33.14% | 88,802 |
Mark J. Meloy | 30.00% | 27.84% | 61,258 |
Michael J. Losenegger | 30.00% | 27.84% | 65,880 |
Named Executive Officer | Targeted Payout as % of Base Salary | Actual Payout as % of Base Salary | Bonus Payout ($) | ||||||||
Corey A. Chambas | 45.00% | 74.19% | $378,387 | ||||||||
Edward G. Sloane, Jr. | 35.00% | 58.35% | $167,370 | ||||||||
David R. Seiler | 35.00% | 58.35% | $182,912 | ||||||||
Mark J. Meloy | 30.00% | 47.52% | $113,637 | ||||||||
Bradley A. Quade | 30.00% | 47.52% | $117,460 |
2021 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 2021 have a three (3) year performance measurement period of 2021 - 2023 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 2021 grant, the peer group is comprised of approximately 128 banks and the peer group will remain static for each grant throughout the measurement period. |
Name | Position | PRSU # Granted at Target | PRSU Grant Date Fair Value | RSA # Granted | RSA Grant Date Fair Value | ||||||||||||
Corey A. Chambas | President and Chief Executive Officer | 7,505 | $203,504 | 5,000 | $108,400 | ||||||||||||
Edward G. Sloane, Jr. | Chief Financial Officer | 3,165 | $85,824 | 1,760 | $38,157 | ||||||||||||
David R. Seiler | Chief Operating Officer | 3,460 | $93,818 | 1,920 | $41,626 | ||||||||||||
Mark J. Meloy | CEO - First Business Bank | 2,050 | $55,586 | 1,465 | $31,761 | ||||||||||||
Bradley A. Quade | Chief Credit Officer | 2,120 | $57,484 | 1,515 | $32,845 |
Name | Position | Target Award as % of Base Salary | Actual Award Granted as % of Base Salary | Actual # of Restricted Shares Issued |
Corey A. Chambas | President and Chief Executive Officer | 45.00% | 22.50% | 4,175 |
Edward G. Sloane, Jr. | Chief Financial Officer | 25.00% | 12.50% | 1,345 |
David R. Seiler | Chief Operating Officer | 25.00% | 12.50% | 1,355 |
Mark J. Meloy | CEO - First Business Bank | 25.00% | 12.50% | 1,150 |
Michael J. Losenegger | Chief Credit Officer | 25.00% | 12.50% | 1,235 |
Position | Baseline | Minimum Ownership as a multiple of the Baseline | ||||||
Director | Annual | 3x | ||||||
CEO | Base Salary | 3x | ||||||
Base Salary | 1x |
Name and Principal Position | Year | Salary ($) | 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. Chambas | 2021 | $510,000 | $311,904 | $378,387 | $400,697 | $28,675 | $1,629,663 | |||||||||||||||||||
President & Chief Executive Officer | 2020 | $490,000 | $276,612 | $310,333 | $269,817 | $28,250 | $1,375,012 | |||||||||||||||||||
2019 | $466,000 | $276,879 | $307,549 | $153,014 | $28,304 | $1,231,746 | ||||||||||||||||||||
Edward G. Sloane, Jr. | 2021 | $286,814 | $123,981 | $167,370 | $23,693 | $601,858 | ||||||||||||||||||||
Chief Financial Officer | 2020 | $281,190 | $112,128 | $140,595 | $21,745 | $555,658 | ||||||||||||||||||||
2019 | $270,375 | $113,246 | $142,199 | $22,260 | $548,080 | |||||||||||||||||||||
David R. Seiler | 2021 | $313,448 | $135,444 | $182,912 | $38,244 | $670,048 | ||||||||||||||||||||
Chief Operating Officer | 2020 | $302,848 | $120,627 | $151,424 | $26,059 | $600,958 | ||||||||||||||||||||
2019 | $291,200 | $122,039 | $153,151 | $26,460 | $592,850 | |||||||||||||||||||||
Mark J. Meloy | 2021 | $239,155 | $87,347 | $113,637 | $46,329 | $486,468 | ||||||||||||||||||||
CEO - First Business Bank | 2020 | $234,466 | $79,097 | $93,786 | $37,849 | $445,198 | ||||||||||||||||||||
2019 | $231,001 | $82,192 | $89,114 | $38,208 | $440,515 | |||||||||||||||||||||
Bradley A. Quade | 2021 | $247,200 | $90,329 | $117,460 | $35,941 | $490,930 | ||||||||||||||||||||
Chief Credit Officer | 2020 | $240,000 | $81,124 | $96,000 | $18,812 | $435,936 |
(1) | |||||
(2) | The amounts reported in the “Non-equity incentive plan compensation” column were earned under the Annual Bonus Plan in the calendar year reported. The Board defined specific threshold, target, and superior award opportunities as a percentage of salary for each NEO. The specific percentages were based on the individual NEO’s position and competitive market data for similar positions. The | ||||
(3) | These | ||||
(4) | The amounts for | ||||
Name | 401(k) match | Auto use/ reimbursement | Profit Sharing | Country Club Membership | Total | ||||||||||||
Corey A. Chambas | $8,700 | $4,982 | $14,993 | $0 | $28,675 | ||||||||||||
Edward G. Sloane, Jr. | $8,700 | $0 | $14,993 | $0 | $23,693 | ||||||||||||
David R. Seiler | $8,700 | $4,200 | $14,993 | $10,351 | $38,244 | ||||||||||||
Mark J. Meloy | $8,700 | $4,200 | $14,993 | $18,436 | $46,329 | ||||||||||||
Bradley A. Quade | $8,700 | $0 | $14,993 | $12,249 | $35,942 |
401(k) match | Auto use/ reimbursement | Profit Sharing | Dividend on restricted stock | Country Club Membership | Total | |
Corey A. Chambas | $8,250 | $12,059 | $11,165 | $7,489 | --- | $38,963 |
Edward G. Sloane, Jr. | $8,250 | --- | $11,165 | $3,129 | --- | $22,544 |
David R. Seiler | $8,250 | $4,200 | $11,165 | $4,267 | --- | $27,882 |
Mark J. Meloy | $8,214 | $4,200 | $11,116 | $3,184 | $11,081 | $37,795 |
Michael J. Losenegger | $7,574 | $8,174 | $10,251 | $2,477 | --- | $28,476 |
Annual total compensation of Mr. Chambas, | $ | ||||
Annual total compensation of the Median Employee(2): | $ | ||||
Ratio of |
(1) | Annual total compensation of the Company’s | ||||
(2) | Annual total compensation of the Median Employee consisted of salary, annual bonus, and Company 401(k) match and discretionary plan |
Grant date | Estimated future payouts under non-equity incentive plan awards | Estimated future payouts under equity incentive plan awards | Grant date fair value of stock and option awards | |||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (shares) | Target (shares) | Maximum (shares) | |||
Corey A. Chambas | ||||||||
Bonus Plan | $44,346 | $199,555 | $421,284 | |||||
LTI Plan | 8/16/2018 | 4,175 | $93,060 | |||||
Edward G. Sloane, Jr. | ||||||||
Bonus Plan | $25,750 | $90,125 | $193,125 | |||||
LTI Plan | 8/16/2018 | 1,345 | $29,980 | |||||
David R. Seiler | ||||||||
Bonus Plan | $25,938 | $90,781 | $194,531 | |||||
LTI Plan | 8/16/2018 | 1,355 | $30,203 | |||||
Mark J. Meloy | ||||||||
Bonus Plan | $22,000 | $66,000 | $132,000 | |||||
LTI Plan | 8/16/2018 | 1,150 | $25,634 | |||||
Michael J. Losenegger | ||||||||
Bonus Plan | $23,660 | $70,980 | $141,959 | |||||
LTI Plan | 8/16/2018 | 1,235 | $27,528 |
Name | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | Estimated future payouts under equity incentive plan awards (PRSUs)(2) | All other stock awards: Number of shares of stock or units (RSAs)(3) (#) | Grant date fair value of stock and option awards | ||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
Corey A. Chambas | 2/16/2021 | 3,753 | 7,505 | 15,010 | $203,504 | ||||||||||||||||||||||||
2/16/2021 | 5,000 | $108,400 | |||||||||||||||||||||||||||
1/28/2021 | $51,000 | $229,500 | $484,500 | ||||||||||||||||||||||||||
Edward G. Sloane, Jr. | 2/16/2021 | 1,583 | 3,165 | 6,330 | $85,824 | ||||||||||||||||||||||||
2/16/2021 | 1,760 | $38,157 | |||||||||||||||||||||||||||
1/28/2021 | $28,681 | $100,385 | $215,111 | ||||||||||||||||||||||||||
David R. Seiler | 2/16/2021 | 1,730 | 3,460 | 6,920 | $93,818 | ||||||||||||||||||||||||
2/16/2021 | 1,920 | $42,626 | |||||||||||||||||||||||||||
1/28/2021 | $31,345 | $109,707 | $235,086 | ||||||||||||||||||||||||||
Mark J. Meloy | 2/16/2021 | 1,025 | 2,050 | 4,100 | $55,586 | ||||||||||||||||||||||||
2/16/2021 | 1,465.00 | ||||||||||||||||||||||||||||
1/28/2021 | $23,916 | $71,747 | $143,493 | ||||||||||||||||||||||||||
Bradley A. Quade | 2/16/2021 | 1,060 | 2,120 | 4,240 | $57,484 | ||||||||||||||||||||||||
2/16/2021 | 1,515 | $32,845 | |||||||||||||||||||||||||||
1/28/2021 | $24,720 | $74,160 | $148,320 |
(1) | These amounts illustrate the threshold, target, and maximum annual cash bonus awards established under the Annual Cash Bonus Plan. | ||||
(2) | The ultimate number of PRSUs that will vest will be determined by the Company’s performance over the three-year measurement period ending on December 31, 2024. See section titled “Long-Term Incentive Plan” beginning on page 34 for additional details on the awards granted to NEOs. | ||||
(3) | The RSAs vest ratably over a three-year period. See section titled “Long-Term Incentive Plan” beginning on page 34 for additional details on the awards granted to NEOs. |
Stock Awards | |||||||||||||||||
Name | Grant date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | 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. Chambas | 2/16/2021 | 5,000(2) | $145,850 | 15,010(7) | $437,842 | ||||||||||||
2/16/2020 | 2,534(3) | $73,917 | 11,400(8) | $332,538 | |||||||||||||
2/16/2019 | 1,482(4) | $43,230 | 13,340(9) | $389,128 | |||||||||||||
8/16/2018 | 1,044(5) | $30,453 | |||||||||||||||
Edward G. Sloane, Jr. | 2/16/2021 | 1,760(2) | $51,339 | 6,330(7) | $184,646 | ||||||||||||
2/16/2020 | 910(3) | $26,545 | 4,910(8) | $143,225 | |||||||||||||
2/16/2019 | 537(4) | $15,664 | 5,800(9) | $169,186 | |||||||||||||
8/16/2018 | 337(5) | $9,830 | |||||||||||||||
David R. Seiler | 2/16/2021 | 1,920(2) | $56,006 | 6,920(7) | $201,856 | ||||||||||||
2/16/2020 | 980(3) | $28,587 | 5,280(8) | $154,018 | |||||||||||||
2/16/2019 | 579(4) | $16,889 | 6,250(9) | $182,313 | |||||||||||||
8/16/2018 | 339(5) | $9,889 | |||||||||||||||
Mark J. Meloy | 2/16/2021 | 1,465(2) | $42,734 | 4,100(7) | $119,597 | ||||||||||||
2/16/2020 | 757(3) | $22,082 | 3,180(8) | $92,761 | |||||||||||||
2/16/2019 | 460(4) | $13,418 | 3,860(9) | $112,596 | |||||||||||||
8/16/2018 | 288(5) | $8,401 | |||||||||||||||
Bradley A. Quade | 2/16/2021 | 1,515(2) | $44,193 | 4,240(7) | $123,681 | ||||||||||||
2/16/2020 | 777(3) | $22,665 | 3,260(8) | $95,094 | |||||||||||||
11/16/2019 | 1,769(6) | $51,602 |
(1) | |||||
(2) | |||||
(3) | Award vests ratably over 3 years with future vesting dates of February 16, 2022 and 2023. | ||||
(4) | Award vests ratably over 3 years with future vesting dates of February 16, 2022. | ||||
(5) | Award vests ratably over 4 years with future vesting dates of August 16, 2022. | ||||
(6) | Award vests ratably over 3 years with future vesting date of November 16, 2022. | ||||
(7) | PRSUs, reported at maximum performance, are earned following the | ||||
(8) | PRSUs, reported at maximum performance, are earned following the performance period ending December 31, 2022.Performance results will be certified and resulting payout of Shares will be made in the following calendar year (2023). | ||||
(9) | PRSUs, reported at maximum performance, are earned following the performance period ending December 31, 2021. Performance results will be certified and resulting payout of Shares will be made in the following calendar year (2022). As of the |
Stock Awards(1) | ||||||||
Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | ||||||
Corey A. Chambas | 3,864 | $98,527 | ||||||
Edward G. Sloane, Jr. | 1,368 | $34,802 | ||||||
David R. Seiler | 1,422 | $36,015 | ||||||
Mark J. Meloy | 1,162 | $29,583 | ||||||
Bradley A. Quade | 1,218 | $37,332 |
(1) | Includes the vesting of restricted stock awards. |
Option Awards | Stock Awards | ||||
Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | ||
Corey A. Chambas | --- | --- | 5,768 | $128,569 | |
Edward G. Sloane, Jr. | --- | --- | 1,699 | $40,189 | |
David R. Seiler | --- | --- | 2,241 | $47,658 | |
Mark J. Meloy | --- | --- | 2,370 | $52,827 | |
Michael J. Losenegger | --- | --- | 1,929 | $42,997 |
Event | Cash Severance | Accelerated Vesting of Equity Awards | Consulting Fees(1) |
Normal Retirement(2) | N/A | --- | --- |
Early Retirement | $2,854,972 | --- | $50,000 |
Death or Disability | $2,854,972 | $237,593 | |
Change in Control(3) | --- | $237,593 | --- |
Termination following change in control(4) | $2,854,972 | --- | $50,000 |
Event | Cash Severance | Accelerated Vesting of RSAs & PRSUs(1) | Consulting Fees(2) | ||||||||
Normal Retirement(3) | N/A | --- | --- | ||||||||
Early Retirement | $4,046,387 | --- | $50,000 | ||||||||
Death or Disability | $4,046,387 | $873,204 | |||||||||
Change in Control | --- | $873,204 | --- | ||||||||
Termination following change in control(4) | $4,046,387 | --- | $50,000 |
(1) | Pursuant to the terms of the equity awards granted to Mr. Chambas, his outstanding RSAs and PRSUs (assuming target performance) will vest immediately upon a change in control. Mr. Chambas’ outstanding RSAs and PRSUs (assuming target performance) will vest immediately upon his termination of employment due to disability or death, and shares in settlement of PRSUs will be delivered upon death or disability or following the end of the applicable performance period, as provided in the award agreement. | ||||
(2) | The 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 $5,000 per year. The Consulting Fees do not apply in the event of Death or Disability. | ||||
Mr. Chambas has not yet attained age 65. Therefore, he is not yet eligible for a normal retirement benefit. | |||||
(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. |
Severance | Restricted Stock Unvested & Accelerated | Health Benefits | Total Termination Benefits | |
Edward G. Sloane, Jr. | $605,125 | $106,895 | $16,086 | $728,106 |
David R. Seiler | $658,000 | $128,395 | $105 | $786,501 |
Mark J. Meloy | $506,000 | $93,063 | $17,057 | $616,120 |
Michael J. Losenegger | $544,178 | $79,640 | $22,888 | $646,705 |
Name | Severance(1) | Accelerated Vesting of RSAs & PRSUs(2) | Health Benefits(1) | Total Benefits | ||||||||||
Edward G. Sloane, Jr. | $674,013 | $351,907 | $13,078 | $1,038,998 | ||||||||||
David R. Seiler | $736,603 | $380,464 | $0(1) | $1,117,067 | ||||||||||
Mark J. Meloy | $550,057 | $249,112 | $13,885 | $813,054 | ||||||||||
Bradley A. Quade | $568,560 | $227,847 | $24,817 | $821,224 |
(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, RSAs and PRSUs (assuming target performance) will vest immediately upon an NEO’s termination due to death or disability, and shares in settlement of PRSUs will be delivered upon death or disability or following the end of the applicable performance period, as provided in the award agreement. |
2020 | 2021 | |||||||||||||
Audit Fees(1) | $428,125 | $458,945 | ||||||||||||
Audit-Related Fees(2) | $5,250 | $— | ||||||||||||
Tax Fees(3) | $164,741 | $130,100 | ||||||||||||
All Other Fees | — | — | ||||||||||||
Total | $598,116 | $589,045 |
(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. |