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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First Business Financial Services, Inc.
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NOTICE OF 20202021 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
FIRST BUSINESS FINANCIAL SERVICES, INC.
401 Charmany Drive
Madison, WI 53719
March 6, 20209, 2021
Dear Fellow Shareholder:
You are cordially invited to attend the 20202021 Annual Meeting of Shareholders (“Annual Meeting”) of First Business Financial Services, Inc. (the “Company”). We are very pleased that this year’s Annual Meeting will be our first time hosting a completely virtual meeting, which will be conducted solely online via live webcast on Friday, April 24, 2020,30, 2021 at 10:00 A.M.a.m. CDT. YouTo 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 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/223366661269930206 on, entering your control number and the meeting date atpassword, FBIZ2021.
Although 2020 presented unprecedented challenges related to the time describedCOVID-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.We encourage you to review "The Company's Approach to Social Responsibility and Human Capital Management" section of the proxy statement. The passwordstatement for additional information describing how the meeting is FBIZ2020. There is no physical location forCompany and employees responded during the Annual Meeting.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 four.
Your continued support is appreciated and we hope you will attend the Annual Meeting. Whether or not you 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 of Annual Meeting of Shareholders. Your vote is important. Please join us and the Board of Directors in supporting these proposals.
Sincerely,
 |  | ||||
| Jerry Kilcoyne | Corey Chambas | ||||
| Board Chair | President and Chief Executive Officer | ||||
FIRST BUSINESS FINANCIAL SERVICES, INC.
NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
 | Date and Time |  | Place | ||||||||
| Friday, April 30, 2021 | Virtual Meeting | ||||||||||
| 10:00 a.m. CDT | www.meetingcenter.io/269930206 | ||||||||||
| Password: FBIZ2021 | |||||||||||
NOTICE IS HEREBY GIVENthat the Annual Meeting of Shareholders (“Annual Meeting”) of First Business Financial Services, Inc. (the “Company”) will be held at 10:00 a.m., Central Daylight Saving Time (“CDT”) on Friday, April 24, 2020, at 10:00 A.M. CDT. You30, 2021. There is no physical location for this meeting, but shareholders may accessparticipate in the virtual meeting by logging in using the information included above. Additional instructions on how to attend the Annual Meeting by visiting www.meetingcenter.io/223366661, where you will be able to attend andfollow this notice. Shareholders as of the record date, can participate online, vote your shares electronically, and submit your questions prior to and during the meeting.
1.To elect the four Class III director nominees named in the accompanying Proxy Statement,proxy statement, each to hold office until the 20232024 Annual Meeting of Shareholders 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. Employee Stock Purchase2019 Equity Incentive Plan.
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.
4.To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2021.
5.To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
If you were a shareholder at the close of business on February 28, 2020 has been fixed as the record date for the determination of shareholders entitled to notice of, and26, 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 may vote your shares by following the instructions included within this proxy statement and on the Notice of Internet Availability of Proxy Materials or you may vote online during the Annual Meeting.You may revoke your proxy and vote your shares online or by using any of the voting options 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
Lynn Ann Parrish
Director of Corporate Governance & Corporate Secretary
March 6, 20209, 2021
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:
| 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 | ||||
 | 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 | ||||
 | 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 of Internet Availability ofor Proxy Materials.
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 your proxy power (“Legal Proxy”) from your broker or bank reflecting your First Business Financial Services, Inc. holdings along with your name and Votingemail 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:
| By email: Forward the email from your broker, or attach an image of | ||||
| your Legal Proxy, to: legalproxy@computershare.com | |||||
| 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 your registration by email after Computershare receives your registration materials. Attending the Annual Meeting |
To participate in the Annual Meeting, you will need to review the information included on your Notice of Annual Meeting of Shareholders, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is FBIZ2020.
The online meeting will begin promptly at 10:00 a.m. CDT on Friday, April 24, 2020.30, 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 applicable 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 leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
time. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attendencounter technical difficulties with the virtual meeting platform on the day of the Annual Meeting, virtuallya link on the Internet.meeting page will provide further assistance should you need it or you may call 1-888-724-2416.
Submitting Questions Prior to attendand During the Annual Meeting
Beginning on March 9, 2021, Beneficial shareholders that have pre-registered in advance of the Annual Meeting onlineand Registered shareholders may submit questions by webcast you must submit proofgoing to the virtual meeting site at www.meetingcenter.io/269930206, entering your control number and the password, FBIZ2021. Once logged in, click on the messages icon at the top of the screen to type in your proxy power (legal proxy) reflecting yourquestion, 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. holdings along with your name and email addressthe matters properly before the meeting, and therefore questions on such matters will not be answered. Any questions pertinent to Computershare. Requests for registration mustthe meeting matters that cannot be labeled as “Legal Proxy”answered during the meeting due to time constraints will be answered and be received no later than 5:00 p.m. CDT on Tuesday, April 21, 2020.
RELATED PARTY TRANSACTIONS | |||||
REPORT OF THE AUDIT COMMITTEE | |||||
Independent Registered Public Accounting Firm | |||||
Audit Committee Pre-Approval Policy | |||||
OTHER MATTERS | |||||
FIRST BUSINESS FINANCIAL SERVICES, INC.
401 Charmany Drive
Madison, Wisconsin 53719
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 24, 202030, 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 March 6, 20209, 2021 in connection with a solicitation of proxies by the Board for use at the Annual Meeting of Shareholders to be held on Friday, April 24, 2020,30, 2021, at 10:00 A.M., 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. In 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 fiscal year ended December 31, 2019,2020, 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”) that we mail to shareholders 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 by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice, which is first being mailed to shareholders on or about March 6, 2020.9, 2021.
Voting your shares in advance of the Annual Meeting will not affect your right to attend and cast your vote online during the Annual Meeting .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. Attendance 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 during 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 online 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.
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 four persons nominated for election as
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directors referred to in this proxy statement, “FOR”"FOR" the approval of the First Business Financial Services, Inc. Employee Stock
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 February 28, 202026, 2021 are entitled to vote at the Annual Meeting. On that date, the Company had outstanding and entitled to vote 8,587,4508,640,143 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. In 2018, the Board implemented a mirror image board structure with allAll Company directors servingserve as directors of both the Company and its wholly-owned subsidiary, First Business Bank (“FBB” or the "Bank"), which eliminatedeliminates redundancies, simplifiedsimplifies and streamlinedstreamlines governance processes and enhancedenhances the board’sBoard’s oversight of the Company’s strategic initiatives. The Corporate Governance and Nominating Committee regularly reviews governance structure 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. While the Company does not have a separate diversity policy, inIn 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 his or hertheir 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 hertheir knowledge of the Company’s business.
•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 |
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In making recommendations to the Board, the Corporate Governance and Nominating Committee also 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 24, 202130, 2022 and on or prior to February 23, 2021,March 1, 2022, then the notice will be considered untimely and the Company will not be required to present such nomination at the 20212022 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.
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 20192020 including internally developed presentations as well as programs presented by third parties on topics such as: strategic planning,planning; executive compensation best practices and trends, cybersecurity,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, and allmeeting. 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 By-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 four directors to hold office until the 20232024 Annual Meeting of Shareholders 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 four 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. 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, 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 20232024 Annual Meeting
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 | Laurie S. Benson, age | ||||
| until its sale to CORE BTS in 2009. She currently | |||||
| serves on the boards of several privately held companies. | |||||
The particular and specific experience, qualifications, attributes or skills that led the Board to conclude Ms. Benson 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 financial services industry expertise as an FBB director, CEO-level experience in strategy development and implementation, governance experience through service on boards and other board committees, marketing and business sales expertise, and a strong background in the technology solutions sector.
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 | Mark D. Bugher, age | ||||
| 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 | |||||
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 Qualifications Matrix as well as his executive-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.
 | Corey A. Chambas, age | ||||
| 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. | |||||
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 CEO 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 | ||||
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 Corporate Governance and NominatingOperational 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, extensive experience in the financial services sector and with mergers and acquisitions, and 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
 | Jan A. Eddy, age | ||||
| 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.
 | Timothy J. Keane, age | ||||
| 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 a 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.
 | W. Kent Lorenz, age | ||||
| industrial automation consulting firm. Mr. Lorenz served on the | |||||
| Wisconsin Technical College System Board of Directors from June 2014 until | |||||
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.
 | Carol P. Sanders, age | ||||
| 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
 | 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.
 | 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.
 | 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 compensation, 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 RenaissanceRe, and (iii) Mr. Chambas, who, until February 26, 2018, served on the board of directors of Three Lakes Securities, LLC, which was 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 the 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.
Independent Directors and Meeting Attendance
Of the twelve directors currently serving on the Board, the Board has determined that all except for Mr. Chambas, the Company’s President and Chief Executive Officer, are “independent directors” for purposes of applicable Nasdaq rules.
Directors are expected to attend the Company’s annual meeting of shareholders each year. Eleven of theAll twelve directors who were Board members at the time attended the Company’s 20192020 annual meeting.
The Board held eight meetings in 2019.2020. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board during 20192020 while he or she wasthey were a director and (ii) the total number of meetings held by all committees of the Board on which such director served during 20192020 while he or she wasthey were a member of such committees.
Board Leadership Structure
The roles of Board Chair and Chief Executive OfficerCEO are held separately. Mr. Kilcoyne 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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Committees
The Board conducts its business through meetings of the Board and the following standing committees: Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Operational Risk Committee. Each of these committees has the responsibilities set forth in a formal written charter 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 on the Company’s website located at ir.firstbusiness.com/ir.firstbusiness.bank/govdocs. The following table reflects the current membership of each standing Board committee:
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 | Chair | |||
| W. Kent Lorenz | | | ||
| Daniel P. Olszewski | | |||
Carol P. Sanders(2) | Chair | |||
| Number of Meetings in 2019 | 5 | 4 | 4 | 4 |
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 2020 | 5 | 5 | 4 | 4 | ||||||||||
| (1) | Mr. Chambas | |||||||||||||
| (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 Carol P. Sanders (Chair), John J. Harris, Ralph R. Kauten, and W. Kent Lorenz, each of whom meets the requirements set forth in Nasdaq 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 “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 Carol P. Sanders qualifies as an “audit committee financial expert” for purposes of applicable SEC regulations, and has the financial sophistication required by applicable Nasdaq rules because she has the requisite attributes through, among other things, her education and experience as a certified public accountant and 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 long-term incentive plan and employee stock purchase plan. Mark D. Bugher (Chair), Laurie S. Benson, Carla C. Chavarria, and Jan A. Eddy are the current members of the Compensation Committee, each of whom is considered to be “independent” and meets the requirements set forth in applicable Nasdaq rules and the independentindependence standards set forth in Rule 10C-1(b)(1) promulgated by the SEC under the Exchange Act. The 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 succession planning programs;program and advise the Board on the effectiveness of the 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. Eddy (Chair), Laurie S. Benson (Chair), Mark D. Bugher, Carla C. Chavarria and John J. Harris.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 Nasdaq rules and has further determined that each current member is qualified to serve in such capacity.
Operational Risk Committee
The Operational Risk Committee was formed as a new standing committee in October 2018.Committee's primary function is to assess and manage certain of the Company's risks. While the Board continues to maintain primary responsibility and oversight for Enterprise Risk Management (“ERM”), the Operational Risk Committee’s primary functions are to overseeCommittee oversees execution of the Company’s ERM program, evaluate, monitorevaluates, monitors and adviseadvises the Board on all matters relating to maintaining the right “tone at the top” and to evaluateevaluates 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 Gerald L. KilcoyneDaniel P. Olszewski (Chair), John J. Harris, Ralph R. Kauten, Timothy J. Keane, and W. Kent Lorenz, and Daniel P. Olszewski.Lorenz.
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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 • 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, financial, credit, liquidity, compensation, information security, regulatory, reputational, and operational 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. As part of its ongoing planning, the Board discusses with executive management the strategies, key challenges, risks and opportunities facing the Company.
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 has delegated oversight of each of the key risks to either the Audit, Compensation, Corporate Governance and Nominating or Operational Risk Committee in accordance with the committee charters. These charters are reviewed annually to reflect the changing risk environment. Each committee monitors the assigned specific key risks, determines whether the key risk is within tolerance and ensures that appropriate risk mitigation plans are in place, for all out-of-tolerance risks, 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:
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| Committee | Risk 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.• | ||||
Management is responsible for the day-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.
CEO and Executive Officer Succession Planning
Succession planning and leadership development are top priorities for the Board and management. Because of the significance of the CEO’s leadership, the Board retains primary responsibility for oversight of CEO succession 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. The Board participates in thisthe annual review of the CEO succession plan. This reviewplan, which includes an assessment of potential CEO candidates, contingency plans in the event of a sudden termination (including death or disability), 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 and executive officer positions. The Corporate Governance and Nominating Committee in accordance with its charter also reviews succession plans for the other executive officers.
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PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial ownership of Common Stock as of February 28, 202026, 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. The percentage of beneficial ownership shown in the following table is based on 8,587,4508,640,143 shares of Common Stock outstanding as of February 28, 2020.26, 2021. For purposes of calculating each person’s or group’s percentage ownership, shares of common stockCommon Stock issuable pursuant to the terms of restricted stock unitsawards vesting within 60 days after February 28, 202026, 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............................................................... | 3,200 | (1) | * |
| Mark D. Bugher................................................................. | 9,533 | (2) | * |
| Corey A. Chambas............................................................ | 139,994 | (3) | 1.6% |
| Carla C. Chavarria............................................................. | 373 | (4) | * |
| Jan A. Eddy....................................................................... | 17,056 | (5) | * |
| John J. Harris.................................................................... | 10,000 | (6) | * |
| Ralph R. Kauten............................................................... | 25,515 | (7) | * |
| Timothy J. Keane............................................................. | 7,670 | (8) | * |
| Gerald L. Kilcoyne........................................................... | 44,636 | (9) | * |
| W. Kent Lorenz................................................................. | 17,169 | (10) | * |
| Michael J. Losenegger...................................................... | 33,172 | (11) | * |
| Mark J. Meloy…….………………………………......... | 49,243 | (12) | * |
| Daniel P. Olszewski........................................................... | 20,153 | (13) | * |
| Carol P. Sanders……………………………………........ | 2,822 | (14) | * |
| David R. Seiler.................................................................. | 11,300 | (15) | * |
| Edward G. Sloane, Jr………………………………........ | 10,877 | (16) | * |
All directors, nominees and executive officers as a group (19 persons)........................................ | 459,689 | (17) | 5.3% |
| 5% Holders | |||
| The Banc Funds Company, LLC ……….......................... | 721,785 | (18) | 8.4% |
| BlackRock, Inc. .................................………………....... | 479,681 | (19) | 5.6% |
| 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) | 143,036 | 1.7% | ||||||
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) | 465,684 | 5.4% | ||||||
| 5% Holders | ||||||||
The Banc Funds Company, LLC(18) | 772,628 | 9.1% | ||||||
BlackRock, Inc.(19) | 478,350 | 5.6% | ||||||
Dimensional Fund Advisors LP(20) | 438,980 | 5.2% | ||||||
| *Denotes less than 1% | ||||||||
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| (1) | Includes 390 restricted shares over which Ms. Benson has voting power but does not have investment power, and 3,926 shares held | ||||
| (2) | Includes 390 restricted shares over which Mr. Bugher has voting power but does not have investment power, 160 shares held by | ||||
| (3) | Includes | ||||
| (4) | Includes 390 restricted shares over which Ms. Chavarria has voting power but does not have investment power, and 1,123 shares held via | ||||
| (5) | Includes 390 restricted shares over which Ms. Eddy has voting power but does not have investment power, and 17,056 shares held jointly with | ||||
| (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 | ||||
| (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 | ||||
| (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 | ||||
| (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 | ||||
| (10) | Includes 390 restricted shares over which Mr. Lorenz has voting power but does not have investment power, and 2,520 shares held by | ||||
| (11) | |||||
| Includes | |||||
| (12) | Includes 390 restricted shares over which Mr. | ||||
| (13) | Includes 5,799 restricted shares | ||||
| (14) | Includes 390 restricted shares over which Ms. Sanders has voting power but does not have investment power, and 670 shares held in a | ||||
| (15) | Includes | ||||
| (16) | Includes | ||||
| (17) | Includes | ||||
| (18) | Information based on Schedule 13G/A filed with the SEC on February | ||||
| (19) | Information based on Schedule 13G, filed with the SEC on | ||||
| (20) | Information based on Schedule 13G, filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP. According to the Schedule 13G, Dimensional Fund Advisors LP had sole voting power with respect to 416,881 shares, and sole dispositive power with respect to 438,980 shares. According to the Schedule 13G, their principal business office is 6300 Bee Cave Road, Building One, Austin, TX 78746. | ||||
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DIRECTOR COMPENSATION
In 2019,2020, each non-employee director of the Company received an annual retainer of $24,000. As the Company’s Board Chair, Mr. Kilcoyne received additional cash compensation of $60,250. The Compensation Committee Chair, the Corporate Governance and Nominating Committee Chair, and the Operational Risk Committee Chair received additional annual retainers of $5,000, while 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. AllExcept for the annual restricted stock awards described below, director retainer and committeemeeting attendance fees were paid quarterly and in cash.cash quarterly.
In 2019, the Compensation Committee engaged McLagan, its outside independent compensation consultant, to conduct a review of the 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 will receivereceives an annual restricted stock award in the amount of $10,000. Awards will vest after completing one-yearone 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 iswas intended to bring the Company’s average director compensation to the peer group median. Directormedian and to further align director and shareholder interests by providing the increased compensation in the form of the Company's Common Stock.
At 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 last increasedused, which resulted in January of 2013.a reduced stock award value as outlined in the table below.
Fees earned or paid in cash (1) | Stock awards | Total | Fees earned or paid in cash (1) | Stock awards(2) | Total | |||||||||
| Laurie S. Benson | $38,150 | — | $38,150 | Laurie S. Benson | $40,100 | $6,306 | $46,406 | |||||||
| Mark D. Bugher | $38,750 | — | $38,750 | Mark D. Bugher | $39,500 | $6,306 | $45,806 | |||||||
| Carla C. Chavarria | $29,250 | — | $29,250 | Carla C. Chavarria | $31,500 | $6,306 | $37,806 | |||||||
| Jan A. Eddy | $38,750 | — | $38,750 | Jan A. Eddy | $39,500 | $6,306 | $45,806 | |||||||
| John J. Harris | $36,000 | — | $36,000 | John J. Harris | $34,500 | $6,306 | $40,806 | |||||||
| Ralph R. Kauten | $33,750 | — | $33,750 | Ralph R. Kauten | $33,750 | $6,306 | $40,056 | |||||||
| Timothy J. Keane | $37,500 | — | $37,500 | Timothy J. Keane | $38,250 | $6,306 | $44,556 | |||||||
| Gerald L. Kilcoyne | $98,250 | — | $98,250 | Gerald L. Kilcoyne | $96,750 | $6,306 | $103,056 | |||||||
| W. Kent Lorenz | $39,650 | — | $39,650 | W. Kent Lorenz | $40,850 | $6,306 | $47,156 | |||||||
| Daniel P. Olszewski | $32,250 | — | $32,250 | Daniel P. Olszewski | $31,500 | $6,306 | $37,806 | |||||||
| Carol P. Sanders | $43,000 | — | $43,000 | 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. | ||||
20
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 Company 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 achieved 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 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 the commercialbusiness banking, businessprivate wealth, and bank consulting services through its wholly-owned bank subsidiary (“FBB” or the “Bank”),First Business Bank, headquartered in Madison, Wisconsin. All of the Company’s operations are conducted through the Bank and certain subsidiaries of the Bank. FBBFirst Business Bank operates as a business bank focusing on delivering a full line of commercial banking products and services tailored to meet the specific needs of small and medium sized businesses, business owners, executives, professionals and high net worth individuals. The Bank’s markets areFirst Business Bank's full-service banking locations operate in Wisconsin, Kansas, and Missouri while its Specialty Finance and its specialtyBank Consulting services are offered nationwide. First Business Bank specializes in business lines serve clients nationwide. The Bank’s productsbanking, including commercial lending and services include commercial banking, specialty finance, private wealth management solutions, and bank consulting services.
The Company’s operating philosophy is predicated on deep client relationships in its markets fostered by localniche financial expertise. This philosophy is built on guiding principles including an entrepreneurial spirit and disciplined sales process, as core differentiators balanced with a conservative credit culture and the efficiency associated with providing centralized services.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 deposit products and services to grow deposits at a rate generally consistent with the loan portfolio.
Long-Term Strategic Plan
In late 2018 and early 2019, the Company finalized 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 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 will 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 considerable progress towards advancing each of these four strategies in its first yearthe two years since the plan's formation, the Company's commitment to human capital management stands at the forefront of plan execution. Most apparent was the Company’s focus on growing its deposit base,other strategies as deposits increased approximately 17% comparing year end 2019it is the foundation for achieving the Company's long-term financial goals. Regarding the strategies to 2018, surpassing loan growth for the yearincrease internal efficiencies and enablingoptimize business line performance, the Company to lower its reliance on more expensive wholesale funding alternatives.achieved superior-level performance in two of the three bonus criteria, efficiency ratio and top-line revenue, both of which are described further in the 2020 Key Performance Measures table below. The Company has considered
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each of these four strategies in setting criteria for the 20202021 key performance measures used in the executive compensation program.
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. | ||
• •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 | ||
Efficiency Ratio • The efficiency ratio was • 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 | ||
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 2020 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 align with the Company’s business strategy and with creating long-term shareholder value. The executive compensation program is heavily weighted toward compensating the 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 executive 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 executive officers with those of the shareholders.
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, Return on 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 base salary, annual cash bonuses under the Bonus Plan and long-term equity awards under the LTI Plan; this mix provides a variety of time horizons to balance near-term and long-term strategic goals.
•The CEO’s employment agreement and executive officers’ change-in-control agreements require double-triggers upon a change-in-control.change-in-control to receive certain severance benefits. In addition, none of these agreements include an excise tax gross-up.
•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 Company has Stock Ownership Guidelines; the CEO 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 pledging Company shares; the CEO, all executive officers, Section 16 officers and all Company directors are in compliance.
Consideration of 20192020 Say on Pay
At the Company’s 20192020 Annual Meeting of Shareholders, approximately 92%93% of voting shareholders approved the non-binding advisory proposal on the compensation of the 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 considers the result of the advisory vote on executive compensation annually as one indicator of the overall soundness of the Board’s and Compensation Committee’s compensation decisions.
Executive Compensation Program Overview
This Compensation Discussion and Analysis describes the Company’s compensation philosophy and policies for 20192020 as applicable to the NEOs in the Summary Compensation Table on page 34.37. This section explains the structure and rationale associated with each material component of the NEOs’ compensation, and it provides important context for the more detailed disclosure tables and specific compensation amounts provided following the section. For 2019,2020, the Compensation Committee engaged McLagan, a part of the Rewards Solutions practice at Aon Hewitt,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 2019,2020, McLagan conducted a review of the Company’s executive compensation programs. The Compensation Committee used data developed by McLagan in its determination of overall competitive pay practices. In addition, McLagan was instrumentalaided in designing and establishing measures for the PRSUs that were issued beginning in 2019.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. CFO)Chief Financial Officer) and the three other executive officers of the Company having the highest total compensation for executive officers serving in that capacity at the end of 2019.2020. These five individuals, identified below, and throughout the proxy statement are the NEOs.
| Named Executive Officer | 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. | |||||
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The Compensation Committee reviews the performance of the CEO and determines and recommends to the Board for approval the salary, bonus and other compensation paid to him. The Compensation Committee relies upon the CEO’s assessment of each NEO’s individual performance, which considers the NEO’s efforts in achieving histheir individual goals each year, managing and developing employees and the enhancement of long-term relationships with clients, if applicable to histheir position.
Compensation Factors
General
The Compensation Committee’s decisions regarding each NEO 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 an NEO’s compensation, the Compensation Committee considers and evaluates all components of the NEO’s total compensation package.
Company Performance
In establishing NEO 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 an NEO’s compensation is effective in helping to align the NEO’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 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 Companies and Analysis.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 sets target total directstrives to establish compensation for its executive officers to bethat is competitive with that of our peer companies, and considerswhile also taking into consideration other factors such as additional competitive market data, and also takes into considerationthe scope of particular job responsibilities, individual performance of the executive officer, internal pay equity and other factors. The Compensation Committee’s determinations for executive officer compensation determinationsofficers are based on its review of such factors and isfactors. 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 recalibrates the group of banks used for this analysis and confirms the criteria and process utilized withas recommended by McLagan.
In 2019, the Company compiled an updated market reference group of high performing publicly-tradedpublicly traded bank holding companies with an asset sizetotal assets between $1.0 billion and $4.0 billion which at the time was approximately one-half to two times the Company’s size, a commercial lending concentration of at least 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 minimum of 0.50% ROAA for the current year and prior two years. This updated reference group had median assets of $1.973 billion at the time of the analysis and was used for 20192020 compensation decisions.
The peer group used for purposes of 20192020 compensation decisions is reflected below. The companies included in this peer group are as follows:
| American National Bankshares, Inc. | ||
| Bridgewater Bancshares, Inc. | ||
| Civista Bancshares, Inc. | ||
| Codorus Valley Bancorp, Inc. | ||
| Community Bankers Trust Corporation | ||
| Community Financial Corporation | ||
| 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, Inc. | ||
| Peoples Financial Services Corp. | ||
| People’s Utah Bancorp | ||
| Stock Yards Bancorp, Inc. | ||
| West Bancorporation, Inc. | ||
*Old Line Bancshares, Inc. was acquired in November 2019
In 2020, the Compensation Committee engaged McLagan to evaluate the measures 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 a more accurate and meaningful measure of the size, scale, and complexity of the Company'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 and compensation conditions), similar product offerings, listed on a national exchange and a minimum of 0.50% ROAA for the current year and prior two years. This updated reference group had median revenue of $91 million at the time of the analysis. The Compensation Committee will use the new peer group when making compensation decisions in 2021.
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 the NEOs was allocated between base salary, annual incentive compensation and longer-term awards as follows.
Base Salary
The Compensation Committee generally reviews the base salaries of the NEOs on an annual basis and also makes periodic adjustments in connection with promotions, market conditions or changes in position. The salaries for 2019,2020, determined by the Compensation Committee at the end of 20182019 as described in our 20182019 Proxy Statement, are set forth in the Summary Compensation Table on page 34.37. For each fiscal year, the Compensation Committee considers various factors including the base salary paid to the NEO in comparable positions in the peer group, the overall professional experience and background of the NEO, the performance of the Company as compared to its key financial objectives over the prior fiscal year as well as information provided by its compensation consultant in making
these decisions. In 2019,2020, McLagan conducted an executive compensation study which included a market evaluation of base salaries.
At the end of 20192020 in establishing NEO base salaries for 2020,2021, the Compensation Committee considered the factors discussed above as well as the Company’s 20192020 financial performance, the results of the McLagan 2020 executive compensation study and each NEO's individual performance and increased base salaries as shown below:
| Name | Position | 2019 Base Salary | 2020 Base Salary |
| Corey A. Chambas | President and Chief Executive Officer | $466,000 | $490,000 |
| Edward G. Sloane, Jr. | Chief Financial Officer | $270,375 | $281,190 |
| David R. Seiler | Chief Operating Officer | $291,200 | $302,848 |
| Mark J. Meloy | CEO - First Business Bank | $231,001 | $234,466 |
| Michael J. Losenegger | Chief Credit Officer | $250,795 | $250,795(1) |
| Name | Position | 2019 Base Salary | 2020 Base Salary | 2021 Base Salary | ||||||||||
| Corey A. Chambas | President 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. Seiler | Chief Operating Officer | $291,200 | $302,848 | $313,448 | ||||||||||
| Mark J. Meloy | CEO - First Business Bank | $231,001 | $234,466 | $239,155 | ||||||||||
| Bradley A. Quade | Chief Credit Officer | $240,000 (1) | $240,000 | $247,200 | ||||||||||
| (1) | Mr. | ||||
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Annual Bonus Plan.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 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.
In 2019,2020, the NEOs participating in the Bonus Plan earned bonuses based on the performance of the 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.
In January of each year, the Compensation Committee approves threshold, target and superior levels for each of the measures used in the Bonus Plan, given the expectations and strategies for each particular year.
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 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.
| Measure | Threshold | Target | Superior | Actual | Weighting | ||
| Company | Adjusted Top Line Revenue(1) | $84,500,000 | $87,000,000 | $92,500,000 | $91,821,000 | 33.33% | |
Efficiency Ratio(2) | 67% | 65% | 63% | 66.59% | 33.33% | ||
Return on Average Assets(3) | 0.85% | 0.95% | 1.15% | 1.14% | 33.33% | ||
| Measure | Threshold | Target | Superior | Actual | Weighting | ||||||||||||
Top Line Revenue(1) | $96,000,000 | $99,500,000 | $103,000,000 | $104,011,000 | 33.33% | ||||||||||||
Efficiency Ratio(2) | 66.50% | 65.50% | 64.50% | 63.09% | 33.33% | ||||||||||||
Return on Average Assets(3) | 0.90% | 1.00% | 1.15% | 0.70% | 33.33% | ||||||||||||
| (1) | |||||
| (2) | Efficiency Ratio is defined as non-interest expense excluding the effects of the SBA recourse provision, impairment of tax credit | ||||
| (3) | Return on Average Assets is defined as net income divided by average assets. | ||||
The specific performance metrics established with respect to the Company’s 20192020 performance include the following non-GAAP financial measures, which management believes are relevant measures to align employees’ performance with the Company’s profitability, growth and achievement of the Company’s strategic objectives:
•The efficiency ratio measures operating expenses in relation to top line revenue. Certain non-operating and discrete items were excluded to remove volatility from the measure.
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With respect to the bonus formula, bonuses under the Bonus Plan provide for bonus payments of 0% to 95% of eligible salary. The target annual incentive opportunities for each position did not change in 2019.2020. In 2019,2020, the Bonus Plan provided that the President and Chief Executive Officer would receive up0% to 95% of his salary with a target payment of 45%, the Chief Financial Officer and the Chief Operating Officer would each receive up0% to 75% of his salary with a target payment of 35%, and the Chief Credit Officer and the Chief Executive Officer of FBB would each receive up0% to 60% of his salary with a target payment of 30%.
| Named Executive Officer | Targeted Payout as % of Base Salary | Actual Payout as % of Base Salary | Bonus Payout ($) |
| Corey A. Chambas | 45.00% | 66.00% | 307,549 |
| Edward G. Sloane, Jr. | 35.00% | 52.59% | 142,199 |
| David R. Seiler | 35.00% | 52.59% | 153,151 |
| Mark J. Meloy | 30.00% | 38.58% | 89,114 |
| Michael J. Losenegger | 30.00% | 42.86% | 107,500 |
After the end of fiscal 2019,2020, the Compensation Committee determined the extent to which the performance goals were achieved and subsequently approved the award to each NEO.NEO for payment in 2021. Neither the incentive goals nor the award formula were modified from levels established in early 2020, in spite of the unique performance challenges posed by the COVID-19 pandemic.
| Named Executive Officer | Targeted Payout as % of Base Salary | Actual Payout as % of Base Salary | Bonus Payout ($) | ||||||||
| Corey A. Chambas | 45.00% | 63.33% | $310,333 | ||||||||
| Edward G. Sloane, Jr. | 35.00% | 50.00% | $140,595 | ||||||||
| David R. Seiler | 35.00% | 50.00% | $151,424 | ||||||||
| Mark J. Meloy | 30.00% | 40.00% | $93,786 | ||||||||
| Bradley A. Quade | 30.00% | 40.00% | $96,000 | ||||||||
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.
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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 | |||
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 | ||
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 | ||
Shares certified as earned by the Compensation Committee at the end of the performance period will be distributed within 60 days of the year following the performance period.
The targeted amount of the long-term incentive awarded for each of the NEOs is determined utilizing market data for similar positions within the industry as well as relative roles and responsibilities within the Company. The targeted value of the grant is determined as a percentage of their base salary and ranges from 30% to 50%. The following chart summarizes the equity awards made to each of the NEOs in 2019.2020.
| 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 | 5,700 | $178,496 | 3,800 | $98,116 | ||||||||||||
| Edward G. Sloane, Jr. | Chief Financial Officer | 2,455 | $76,884 | 1,365 | $35,244 | ||||||||||||
| David R. Seiler | Chief Operating Officer | 2,640 | $82,672 | 1,470 | $37,955 | ||||||||||||
| Mark J. Meloy | CEO - First Business Bank | 1,590 | $49,791 | 1,135 | $29,306 | ||||||||||||
| Bradley A. Quade | Chief Credit Officer | 1,630 | $51,043 | 1,165 | $30,080 | ||||||||||||
| 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 | 6,670 | $178,556 | 4,445 | $98,323 |
| Edward G. Sloane, Jr. | Chief Financial Officer | 2,900 | $77,633 | 1,610 | $35,613 |
| David R. Seiler | Chief Operating Officer | 3,125 | $83,661 | 1,735 | $38,378 |
| Mark J. Meloy | CEO - First Business Bank | 1,930 | $51,666 | 1,380 | $30,526 |
| Michael J. Losenegger | Chief Credit Officer | 2,095 | $56,088 | 1,495 | $33,069 |
These equity awards are also listed in the Outstanding Equity Awards at Fiscal Year End table on page 37.40.
All Other Compensation and Perquisites. While the Compensation Committee reviews and monitors the level of other compensation offered to the 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 NEOs in its
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evaluation of the total compensation received by each. It is the Company’s belief that perquisites for NEOs 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 NEOs that are not available to other employees and plans to continue this approach in the future. The benefits offered in 20192020 to the NEOs will continue for 2020.2021. The perquisites received by the NEOs in 20192020 are reported in the Summary Compensation Table on page 34.37.
Director and Named Executive Officer Stock Ownership Guidelines
The Board has established director and executive officerNEO 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 executive officersNEOs and a multiple of the annual cash and equity retainer for the directors as follows:
| Position | Baseline | Minimum Ownership as a multiple of the Baseline | ||||||
| Director | Annual | 3x | ||||||
| CEO | Base Salary | 3x | ||||||
| Base Salary | 1x | |||||||
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 he or shethey 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 NEOs.
In 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 2019,2020, the Compensation Committee completed its thorough annual review of all compensation programs offered at the Company 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-taking by NEOs or other employees.
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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 Report on Form 10-K for the year ended December 31, 2019.2020.
Submitted by the members of the Compensation Committee:
Mark D. Bugher, Compensation Committee Chair
Laurie S. Benson
Carla C. Chavarria
Jan A. Eddy
Compensation Committee Interlocks and Insider Participation
There are no Compensation Committee interlocking relationships as defined by the rules adopted by the SEC and no officer, former officer or employee of the Company is a member of the Compensation Committee.
36
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation of the NEOs for the years ended December 31, 2020, 2019, 2018, and 2017:2018:
| 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 | 2019 | $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 | ||
| 2017 | $443,456 | $173,362 | $0 | $73,416 | $22,445 | $712,679 | ||
| Edward G. Sloane, Jr. | 2019 | $270,375 | $113,246 | $142,199 | $22,260 | $548,080 | ||
| 2018 | $257,500 | $29,980 | $85,333 | $19,415 | $392,228 | |||
| 2017 | $257,500 | $62,876 | $19,456 | $10,336 | $350,168 | |||
| David R. Seiler | 2019 | $291,200 | $122,039 | $153,151 | $26,460 | $592,850 | ||
| 2018 | $267,969 | $30,203 | $88,802 | $23,615 | $410,589 | |||
| 2017 | $259,375 | $63,410 | $19,597 | $45,649 | $388,031 | |||
| Mark J. Meloy | 2019 | $231,001 | $82,192 | $89,114 | $38,208 | $440,515 | ||
| 2018 | $220,001 | $25,634 | $61,258 | $34,647 | $341,540 | |||
| 2017 | $220,001 | $53,695 | $53,788 | $26,019 | $353,503 | |||
| Michael J. Losenegger | 2019 | $250,795 | $89,157 | $107,500 | $30,768 | $478,220 | ||
| 2018 | $236,599 | $27,528 | $65,880 | $25,998 | $356,005 | |||
| 2017 | $236,599 | $57,752 | $15,878 | $16,631 | $326,860 | |||
| Name and Principal Position | Year | Salary ($) | 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 | 2020 | $490,000 | $276,612 | $310,333 | $269,817 | $28,250 | $1,375,012 | |||||||||||||||||||
| President & Chief Executive Officer | 2019 | $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 Officer | 2019 | $270,375 | $113,246 | $142,199 | $22,260 | $548,080 | ||||||||||||||||||||
| 2018 | $257,500 | $29,980 | $85,333 | $19,415 | $392,228 | |||||||||||||||||||||
| David R. Seiler | 2020 | $302,848 | $120,627 | $151,424 | $26,059 | $600,958 | ||||||||||||||||||||
| Chief Operating Officer | 2019 | $291,200 | $122,039 | $153,151 | $26,460 | $592,850 | ||||||||||||||||||||
| 2018 | $267,969 | $30,203 | $88,802 | $23,615 | $410,589 | |||||||||||||||||||||
| Mark J. Meloy | 2020 | $234,466 | $79,097 | $93,786 | $37,849 | $445,198 | ||||||||||||||||||||
| CEO - First Business Bank | 2019 | $231,001 | $82,192 | $89,114 | $38,208 | $440,515 | ||||||||||||||||||||
| 2018 | $220,001 | $25,634 | $61,258 | $34,647 | $341,540 | |||||||||||||||||||||
| Bradley A. Quade | 2020 | $240,000 | $81,124 | $96,000 | $18,812 | $435,936 | ||||||||||||||||||||
| Chief Credit Officer | ||||||||||||||||||||||||||
| (1) | Includes | ||||
| (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 amounts reflect the aggregate change in the actuarial present value of Mr. Chambas' normal retirement benefit set forth in his employment agreement. | ||||
| (4) | The amounts for | ||||
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All Other Compensation:
| Name | 401(k) match | Auto use/ reimbursement | Profit Sharing | Country Club Membership | Total | ||||||||||||
| 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 | ||||||||||||
401(k) match | Auto use/ reimbursement | Profit Sharing | Country Club Membership | Total | |
| Corey A. Chambas | $8,400 | $6,044 | $13,860 | $0 | $28,304 |
| Edward G. Sloane, Jr. | $8,400 | $0 | $13,860 | $0 | $22,260 |
| David R. Seiler | $8,400 | $4,200 | $13,860 | $0 | $26,460 |
| Mark J. Meloy | $8,400 | $4,200 | $13,860 | $11,748 | $38,208 |
| Michael J. Losenegger | $8,400 | $8,508 | $13,860 | $0 | $30,768 |
CEO Pay Ratio
In August of 2015 the SEC adopted a rule requiring disclosure of the ratio of the Chief Executive Officer’sCEO’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 Chief Executive Officer,CEO, Mr. Chambas, was prepared based on active employees included in the Company’s payroll system as of October 1, 2017.2020. Salaries and wages were annualized for those employees that were not employed for the full year of 2017.2020. 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 34.37.
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 Company’s employee population or employee compensation arrangement that the Company reasonably believes would result in a significant change to its pay ratio disclosure. The Company has no reason to believe the use of the 2017 Median Employee affects the ratio.
The ratio of compensation of the Chief Executive OfficerCEO to the Median Employee’s compensation is as follows:
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 | ||||
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Grant of Plan-Based Awards in 2020
The following table shows grants of plan-based awards made in 2019.2020. Equity and non-equity grants are awarded as part of the annual compensation process and as part of employment offers for new hires.
| Grant date | Estimated future payouts under non-equity incentive plan awards | Estimated future payouts under equity incentive plan awards (PRSUs)(1) | All other stock awards: Number of shares of stock or units (RSAs)(2) (#) | Grant date fair value of stock and option awards | |||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||
| Corey A. Chambas | |||||||||||||
| 2/16/2019 | 3,335 | 6,670 | 13,340 | $178,556 | |||||||||
| 2/16/2019 | 4,445 | $98,323 | |||||||||||
| 1/24/2019 | $46,600 | $209,700 | $442,700 | ||||||||||
| Edward G. Sloane, Jr. | |||||||||||||
| 2/16/2019 | 1,450 | 2,900 | 5,800 | $77,633 | |||||||||
| 2/16/2019 | 1,610 | $35,613 | |||||||||||
| 1/24/2019 | $27,038 | $94,631 | $202,781 | ||||||||||
| David R. Seiler | |||||||||||||
| 2/16/2019 | 1,563 | 3,125 | 6,250 | $83,661 | |||||||||
| 2/16/2019 | 1,735 | $38,378 | |||||||||||
| 1/24/2019 | $29,120 | $101,920 | $218,400 | ||||||||||
| Mark J. Meloy | |||||||||||||
| 2/16/2019 | 965 | 1,930 | 3,860 | $51,666 | |||||||||
| 2/16/2019 | 1,380 | $30,526 | |||||||||||
| 1/24/2019 | $23,100 | $69,300 | $138,600 | ||||||||||
| Michael J. Losenegger | |||||||||||||
| 2/16/2019 | 1,048 | 2,095 | 4,190 | $56,088 | |||||||||
| 2/16/2019 | 1,495 | $33,069 | |||||||||||
| 1/24/2019 | $25,080 | $75,238 | $150,477 | ||||||||||
| Name | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | Estimated future payouts under equity incentive plan awards (PRSUs)(2) | All other stock awards: Number of shares of stock or units (RSAs)(3) (#) | Grant date fair value of stock and option awards | ||||||||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
| Corey A. Chambas | 2/16/2020 | 2,850 | 5,700 | 11,400 | $178,496 | ||||||||||||||||||||||||
| 2/16/2020 | 3,800 | $98,116 | |||||||||||||||||||||||||||
| 1/26/2020 | $49,000 | $220,500 | $465,500 | ||||||||||||||||||||||||||
| Edward G. Sloane, Jr. | 2/16/2020 | 1,228 | 2,455 | 4,910 | $76,884 | ||||||||||||||||||||||||
| 2/16/2020 | 1,365 | $35,244 | |||||||||||||||||||||||||||
| 1/26/2020 | $28,119 | $98,417 | $210,893 | ||||||||||||||||||||||||||
| David R. Seiler | 2/16/2020 | 1,320 | 2,640 | 5,280 | $82,672 | ||||||||||||||||||||||||
| 2/16/2020 | 1,470 | $37,955 | |||||||||||||||||||||||||||
| 1/26/2020 | $30,285 | $105,997 | $227,136 | ||||||||||||||||||||||||||
| Mark J. Meloy | 2/16/2020 | 795 | 1,590 | 3,180 | $49,791 | ||||||||||||||||||||||||
| 2/16/2020 | 1,135 | $29,306 | |||||||||||||||||||||||||||
| 1/26/2020 | $23,447 | $70,340 | $140,680 | ||||||||||||||||||||||||||
| Bradley A. Quade | 2/16/2020 | 815 | 1,630 | 3,260 | $51,043 | ||||||||||||||||||||||||
| 2/16/2020 | 1,165 | $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, | ||||
| The RSAs vest ratably over a three-year period. See section titled “Long-Term Incentive Plan” beginning on page | |||||
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 termlong-term and to discourage excessive focus on short termshort-term metrics at the expense of the long termlong-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 pages 28 and 29.page 24.
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Outstanding Equity Awards at Fiscal Year End
The following table sets forth information on outstanding stock awards held by the NEOs at December 31, 2019.
2020.
| 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 ($) | 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 | 2/16/2020 | 3,800(2) | $69,958 | ||||||||||||||||
| 2/16/2019 | $ | ||||||||||||||||||
| 8/16/2018 | $ | ||||||||||||||||||
| 8/16/2017 | $ | ||||||||||||||||||
| 2/16/2019 | 13,340 | $ | |||||||||||||||||
| 2/16/2020 | 11,400(8) | $209,874 | |||||||||||||||||
| Edward G. Sloane, Jr. | 2/16/2020 | 1,365(2) | $25,130 | ||||||||||||||||
| 2/16/2019 | $ | ||||||||||||||||||
| 8/16/2018 | $ | ||||||||||||||||||
| 8/16/2017 | $ | ||||||||||||||||||
| 2/16/2019 | 5,800 | $ | |||||||||||||||||
| 2/16/2020 | 4,910(8) | $90,393 | |||||||||||||||||
| David R. Seiler | 2/16/2020 | 1,470(2) | $27,063 | ||||||||||||||||
| 2/16/2019 | $ | ||||||||||||||||||
| 8/16/2018 | $ | ||||||||||||||||||
| 8/16/2017 | $ | ||||||||||||||||||
| 2/16/2019 | 6,250 | $ | |||||||||||||||||
| 2/16/2020 | 5,280(8) | $97,205 | |||||||||||||||||
| Mark J. Meloy | 2/16/2020 | 1,135(2) | $20,895 | ||||||||||||||||
| 2/16/2019 | $ | ||||||||||||||||||
| 8/16/2018 | $ | ||||||||||||||||||
| 8/16/2017 | $ | ||||||||||||||||||
| 2/16/2019 | 3,860 | $ | |||||||||||||||||
| 2/16/2020 | 3,180(8) | $58,544 | |||||||||||||||||
| Bradley A. Quade | 2/16/2020 | 1,165(2) | $21,448 | ||||||||||||||||
| 11/16/2019 | $ | ||||||||||||||||||
| $ | |||||||||||||||||||
| (1) | Value is based on | ||||
| (2) | Award vests ratably over 3 years with future vesting dates of February 16, | ||||
| (3) | Award vests ratably over | ||||
| (4) | Award vests ratably over 4 years with future vesting dates of August 16, | ||||
| (5) | Award vests ratably over 4 years with future vesting | ||||
| (6) | Award vests ratably over | ||||
| (7) | PRSUs, reported at maximum performance, are scheduled to vest December 31, 2021. | ||||
| (8) | PRSUs, reported at maximum performance, are scheduled to vest December 31, | ||||
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Option Exercises and Stock Vested in 2019
2020
The following table sets forth information concerning the vesting of stock awards in 20192020 by the NEOs.
Stock Awards(1) | |||
Number of shares acquired on vesting (#) | Value realized on vesting ($) | ||
| Corey A. Chambas | 4,986 | $118,767 | |
| Edward G. Sloane, Jr. | 2,034 | $48,450 | |
| David R. Seiler | 2,580 | $62,445 | |
| Mark J. Meloy | 2,082 | $49,593 | |
| Michael J. Losenegger | 1,622 | $38,636 | |
Stock Awards(1) | ||||||||
| Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | ||||||
| Corey A. Chambas | 3,058 | $64,287 | ||||||
| Edward G. Sloane, Jr. | 1,741 | $33,035 | ||||||
| David R. Seiler | 2,143 | $43,726 | ||||||
| Mark J. Meloy | 1,313 | $26,826 | ||||||
| Bradley A. Quade | 1,218 | $23,836 | ||||||
| (1) | Includes the vesting of restricted stock awards. | ||||
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. Following 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 the denominator of which is 34. As of December 31, 2019,2020, Mr. Chambas had been employed with the Company for 2627 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 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)the Company and FBB terminate 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 more 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 report to anyone other than the Company’s Board or the Company materially breaches his employment agreement.
42
The amount of the benefit payable to Mr. Chambas will be equal to the early or normal retirement benefit that would otherwise be due if Mr. Chambas had elected to retire as of the date of his termination. The change in control benefit is further subject to a provision that is intended to ensure that no payments to Mr. Chambas will be nondeductible to the Company pursuant to Section 280G of the Internal Revenue Code.
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 or his beneficiary or estate a benefit annually for ten years. The amount of the disability benefit is equal to the early or normal retirement benefit Mr. Chambas would have received, as the case may be, had he retired the day before his disability.
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. In determining whether payments due in connection 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 a termination 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 obligated to provide consulting services for the duration of the payment period for such benefits. In all other cases, Mr. Chambas will be required to provide the consulting services for a period of two years following his termination of employment. Mr. Chambas 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, 2019.2020. The closing price for a share of the Company’s common stockCommon Stock on that date was $26.33.$18.41.
| Event | Cash Severance | Accelerated Vesting of RSAs & PRSUs(3) | Consulting Fees(1) |
Normal Retirement(2) | N/A | --- | --- |
| Early Retirement | $3,081,192 | --- | $50,000 |
| Death or Disability | $3,081,192 | $482,023 | |
| Change in Control | --- | $482,023 | --- |
Termination following change in control(4) | $3,081,192 | --- | $50,000 |
| Event | Cash 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) | 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. | ||||
| (2) | Mr. Chambas has not yet attained age 65. Therefore, he is not yet eligible for a normal retirement benefit. | ||||
| (3) | 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 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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Other Named Executive Officers
As is more fully described below, all of the NEOs, with the exception of Mr. Chambas, were subject to change in control agreements with the Company which are described below. These change in control agreements were in effect on December 31, 2019,2020, and provide for payments and benefits to a terminating NEO 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 change in control of the Company, the NEO’s employment is terminated by the Company without cause or the NEO resigns for good reason.
Under the agreement, an 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 employment.
If the NEO becomes entitled to severance benefits, the Company is obligated to pay to and provide him 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;
(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;
(iv)a lump sum cash amount equal to the greater of (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.
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.
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The following table sets forth information concerning potential payments and benefits under the Company’s compensation programs and benefit plans to which the NEOs, other than Mr. Chambas, whose benefits are described above, could be entitled upon a change in control of the Company as of December 31, 2019.2020. The table assumes a change in control and termination date (to the extent applicable) of December 31, 2019,2020, and a price per share of $26.33,$18.41, the closing price of the Company’s Common Stock on December 31, 2019.2020.
Potential Payments and Benefits
Severance(1) | Accelerated Vesting of RSAs & PRSUs(2) | Health Benefits(1) | Total Benefits | |
| Edward G. Sloane, Jr. | $602,544 | $209,455 | $16,688 | $828,687 |
| David R. Seiler | $658,430 | $233,310 | $122 | $891,862 |
| Mark J. Meloy | $531,300 | $157,927 | $17,710 | $706,937 |
| Michael J. Losenegger | $576,829 | $154,557 | $22,394 | $753,779 |
| 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. | ||||
Tax Deductibility of Compensation
"Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000$1 million paid to “covered employees” in any tax year to any “covered employee.”year. Covered employees for a tax year include the corporation’s CEO, CFOChief 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. Further, for each NEO whose compensationIn the past, there was or is subjectan exemption to this limitation in 2017 or any later tax year,limit for “performance-based compensation,” but that officer’s compensation will remain subject to this annual deductibility limitation for any future tax year in which he or she receives compensation fromwas repealed by the Company, regardlessTax Cuts and Jobs Act of whether he or she remains an NEO. Accordingly, the Company is only able to deduct up to $1,000,000 per year of the2017. We expect that compensation payable to any of our NEOs who is a “covered employee” as determined under Section 162(m), except toin excess of $1 million will not be deductible by the extent thatCompany unless it qualifies for limited transition relief for grandfathered arrangements that were in effect on November 2, 2017, if applicable, would apply to a payment.relief."
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ITEM 2 – APPROVAL OF AN AMENDMENT TO THE EMPLOYEE STOCK PURCHASE2019 EQUITY INCENTIVE PLAN
A proposal will be presented at the Annual Meeting to approve 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 of the Company adopted the Employee Stock Purchase Plan (the “ESPP”), which will become effective only uponon May 2, 2019, subject to shareholder approval, of the ESPPand approved by our shareholders at our 2019 annual meeting of shareholders. Our Board of Directors approved the 2020annual meeting. The purposeProposed Amendment on February 24, 2021, subject to shareholder approval at the Annual Meeting. A summary of the ESPPmaterial 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 provide employeesthis 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 with an opportunity to purchase common stockby attracting and retaining key employees and other individuals. Under the Proposed Amendment, the maximum number of the Company, and thus develop a stronger incentive to work for the continued success of the Company. If the ESPP is approved by our shareholders, 250,000 shares of our common stock will be reservedCommon Stock authorized for issuance under the ESPP, which represents2019 Plan would be increased from 185,000 shares to 365,000 shares.
When the maximum aggregate numberBoard of shares of Company common stock that may be purchased underDirectors initially adopted the ESPP and is equal to 2.9% of the total number of shares of Company common stock outstanding as of January 24, 2020. In determining2019 Plan, it determined the number of shares of Company common stockCommon Stock to be authorized for issuance under the ESPP,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 effectsnumber 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 size,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 Approval | 180,000 | |||||||||||||
| Total Shares Available for Grant Under 2019 Plan Assuming Shareholder Approval | 219,738 | |||||||||||||
| (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 outstanding sharesfeatures that we consider to be consistent with best practices, including, among others:
•Independent Oversight. The 2019 Plan is administered by the Compensation Committee of Company common stock, and employee headcount, and the Board of Directors believes(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 250,000 shares is appropriate.performance measures or other performance objectives must include a performance measurement period of at least one year.
•Forfeiture Provisions. If a participant breaches a non-competition, non-solicitation, non-disclosure, non-disparagement or other restrictive covenant set forth in an “Employee Stock Purchase Plan” under Section 423award agreement or any other agreement between the participant and the Company, whether during or after the participant’s termination of service, the Internal Revenue Code of 1986, as amended (the “Code”) (a “Section 423 ESPP”) with respectparticipant will be required to forfeit or pay to the Company’sCompany any and its subsidiaries’ employees that participate inall awards granted to the ESPP. In order to qualify as a Section 423 ESPP,participant under the ESPP must be approved2019 Plan (whether vested or unvested), any shares held by the Company’s shareholders. Accordingly, atparticipant acquired in connection with the 2020 annual meeting shareholders will consider a proposal to approvePlan after or during the ESPP.
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 following summary2019 Plan permits the issuance of certain major featuresstock options, restricted stock units, restricted stock and other types of the ESPP isequity grants, subject to the specific provisions contained in the full textshare limits of the ESPP, set forth2019 Plan. This breadth of award types enables the Committee to tailor awards in Appendix A to this Proxy Statement. This summary does not purport to be a complete description of alllight of the provisions of the ESPP. To the extent that there is a conflict between this summaryaccounting, tax and the actual terms of the ESPP, the terms of the ESPP will govern.
•Repricing Prohibited. Repricing of stock will be made available for sale under the ESPP, subject to appropriate adjustments in the event of any stock split, reverse stock split, stock dividend, combination, reclassification or any other increase or decrease in the number of shares of Company common stock effectedoptions and SARs generally is prohibited without receipt of consideration.
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 sharemeans 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 common stock onshareholders. The 2019 Plan is administered by the purchase date (or if notCompensation 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 trading date,broad variety of cash-based and equity-based incentive compensation elements to provide the most recent trading date priorCompensation Committee with significant flexibility to appropriately address the purchase date) (the “Purchase Price”). The fair market valuerequirements and limitations of applicable legal, regulatory and financial accounting standards in a manner mutually consistent with the purposes of the Company’s common stock on a given date is the closing sale price of the Company’s common stock on such date as reported by the NASDAQ Global Select Market. On December 31, 2019 the last trading day of the Company’s fourth quarter of fiscal 2019, the closing price of our common stock as reported on the NASDAQ Global Select Market was $26.33 per share.Plan and shareholder interests.
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 grant of an option, the employee would own capital2019 Plan. With respect to stock and/or hold options covering five percent (5%) or morefor which payment of the total combined voting power or value of all classesexercise price is satisfied by tendering shares of stock of the Company, or of any subsidiary. Further, and in order to comply with Section 423by the net exercise of the Code,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 employeeawards may be granted an optionunder 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 wouldmay 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 all outstanding awards under the
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2019 Plan will automatically be adjusted proportionally and uniformly to reflect such event; provided, however, that the Committee may adjust 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 or 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 accruestock awards granted to directors provided that the 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 than Twenty-Five Thousand Dollars ($25,000) worth of the Common Stock).
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The exercise price for each stock (determined byoption and SAR may not be less than the fair market value of the sharesCommon 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) for each calendar yeargranted. The exercise price may, however, be higher or lower than the fair market value in which such option is outstanding at any time.
Stock options and SARS awarded under the participant’s interest2019 Plan will be exercisable in accordance with the terms established by the Compensation Committee. Any incentive stock option granted under the 2019 Plan that offering period and future offering periods until the participant submits a new subscription agreement or other enrollment documents. The failure of a participantfails to remain in the continuous employment of the Company for at least twenty (20) hours per week duringcontinue to qualify as an offering period generallyincentive stock option will be deemed to be a withdrawal from that offering periodnon-qualified stock option and accumulated payroll deductions willthe 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 returnedpaid 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 participant.
Stock Awards
A stock award is a stock split, reverse stock split, stock dividend, combination or reclassification of Company common stock (including any such change in the numbergrant 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 future. 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 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 commonor 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 effectedoptions 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 domicilecontrol, 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 Company) proportionate adjustments2019 Plan, a “change in control” generally will be madedeemed 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 Directorsthe 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 numberevent constituting the change in control also constituting a “change in control event” for purposes of shares covered by each option underSection 409A of the ESPP, the number of shares authorized for issuance under the ESPP, the maximum number of shares made available for sale under the ESPP, and in the price per share of Company common stock.Code.
Amendment orand Termination
The Compensation CommitteeBoard of Directors may at any time and foramend or terminate the 2019 Plan or any reason terminateaward 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 ESPP, exceptprovision of the 2019 Plan to materially increase the original number of shares that may be issued under the 2019 Plan (other than in limited circumstances set forthas provided in the ESPP) termination will not affect options previously granted,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 no amendmentthe Compensation Committee may makeunilaterally amend the 2019 Plan and any changeoutstanding award, without participant consent, in any option previously granted that adversely affects any participant’s rights. Shareholder approval must be obtained for any amendmentorder to avoid the extent necessaryapplication of, or to comply with, Section 409A of the Code, and applicable law. The ESPP will terminate (i) on the day that the number of shares with respect to which options are to be exercised exceeds the number of shares then availableregulations and guidance thereunder.
Clawback Policy
All awards, amounts and benefits received under the ESPP,2019 Plan will be subject to potential cancellation, recoupment, rescission, payback or (ii) atother action in accordance with the terms of any applicable Company clawback policy, as may be in effect from time atto time, or any applicable law even if adopted after the discretion2019 Plan becomes effective.
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U.S. Federal Income Tax ConsequencesConsiderations
The following is a summary of the U.S. federal income tax consequences that may arise in conjunction with participation in the ESPP.
Non-Qualified Stock Options. The grant of Sections 421 and 423 ofa non-qualified stock option generally will not result in taxable income to the Code. Under these provisions, noparticipant. Except as described below, the participant generally will realize ordinary income will be taxable to a participant 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 or purchase of shares. Upon disposition ofand ending on the shares, the participant will generally be subjectdate three months prior to tax, and the amount of the tax will depend upon the length of time the shares have been held by the participant. If the shares have been held by the participant for more than two (2) years after the date of grant of the option and more than one (1)exercise (one year afterprior to the date on whichof exercise if the shares were purchased, thenparticipant is disabled, as that term is defined in the purchaser will recognize ordinary income equal to the lesser of (a) theCode).
The excess of the fair market value of the shares at the time of such dispositionthe exercise of an incentive stock option over the purchaseexercise 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, or (b) 10%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 first daydate of exercise over the exercise price, or (ii) the excess, if any, of the offering period. Any further gainamount realized upon such disposition of the shares over the exercise price and the Company generally will be treated as long-termentitled 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 shares are disposed of beforeamount realized is less than the expiration of these holding periods,exercise price, the participant generally will recognize ordinaryno 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 the purchased shares on the date of the purchase over the purchase price. Any additional gain or loss on the salereceived generally will be a capital gain or loss, whichtaxable to the participant as ordinary income and the Company will be either long-term or short-term depending on the actual period for which the shares were held. The Company is entitled to a deduction only for amounts taxed as ordinary income to participantscorresponding deduction. Gains and losses realized by the participant upon disposition of any such shares within two (2) years from date of grant or one (1) year fromgenerally will be treated as capital gains and losses, with the date of acquisition.
Stock Awards. A participant who has been granted a stock on future purchase dates, and thereforeaward generally will not realize taxable income at the actual numbertime 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 thatsubject 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 purchasedused 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 individualsuch 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. No options have beendeterminable 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 no shares(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. Chambas | 5,700 | $178,496 | 3,800 | $98,116 | ||||||||||
| Edward G. Sloane, Jr. | 2,455 | $76,884 | 1,365 | $35,244 | ||||||||||
| David R. Seiler | 2,640 | $82,672 | 1,470 | $37,955 | ||||||||||
| Mark J. Meloy | 1,590 | $49,791 | 1,135 | $29,306 | ||||||||||
| Bradley A. Quade | 1,630 | $51,043 | 1,165 | $30,080 | ||||||||||
| All current executive officers as a group (8 persons) | 18,060 | $565,560 | 11,825 | $305,322 | ||||||||||
| All current non-executive directors as a group | 0 | $0 | 4,290 | $59,202 | ||||||||||
| All employees, including all non-executive officers, as a group | 0 | $0 | 43,180 | $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 Plan InformationPlans
The following table provides information as of December 31, 20192020 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 shareholders | 84,128 | 28.56 | 2.84 | 394,790 | ||||||||||
| Equity compensation plans not approved by shareholders | — | — | — | |||||||||||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||
| (a) | (b) | (c) | ||||||||
| Equity compensation plans approved by security holders | 46,168 | $ | — | 234,590 | ||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||
| (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
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instructions or otherwise do not vote on the approval of the resolution atProposed Amendment will be disregarded and have no effect on the 2020 annual meeting exceedoutcome of the number of votes cast against it. Abstentions and broker non-votes will not affect the voting results for this proposal.vote.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERSA VOTE "FOR" THE APPROVAL OF THE PROPOSED AMENDMENT TO APPROVE THE EMPLOYEE STOCK PURCHASE2019 EQUITY INCENTIVE PLAN, BY VOTING “FOR”AS DESCRIBED IN THIS PROPOSAL.SECTION. PROXIES PROPERLY SIGNED AND RETURNED WILL BE VOTED "FOR" THIS PROPOSAL UNLESS YOU SPECIFY OTHERWISE.
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ITEM 3 – 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 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 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 2025 annual meeting of shareholders.
The overall objective of the Company’s compensation programs has been to align NEO 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 NEOs in 20192020 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 March 6, 2020.9, 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.
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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 FBBBank clients, in the ordinary course of business, which includes maintaining deposit, trust and other fiduciary accounts and obtaining loans. FBB and prior to the June 1, 2017 charter consolidation, its predecessor banks, AlterraThe Bank and First Business Bank-Milwaukee, (the “Banks”) havehas granted various types of loans to the Company’s executive officers and directors, and to entities controlled by them. As of December 31, 2019,2020, 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 Banks’Bank'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 have 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 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) and the 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 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 consolidated financial statements for the year ended December 31, 20192020 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 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, 20192020 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 COMMITTEECOMMITTEE:
Carol P. Sanders, Audit Committee Chair
John J. Harris
Ralph R. Kauten
W. Kent Lorenz
The persons named on the previous pageabove 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
Crowe LLP acted as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 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 Crowe 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 Crowe LLP for the years ended December 31, 20192020 and 20182019 are included below for reference.
| 2019 | 2018 | |||||
Audit Fees(1) .......................................................................................................................... | $ | 411,690 | $ | 379,000 | ||
Audit-Related Fees(2)............................................................................................................. | $ | 2,500 | — | |||
Tax Fees(3).............................................................................................................................. | $ | 79,500 | $ | 104,000 | ||
| All Other Fees........................................................................................................................ | — | — | ||||
| Total....................................................................................................................................... | $ | 493,690 | $ | 483,000 | ||
| 2020 | 2019 | |||||||||||||
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 2019,2020, 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 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.2021. 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 Crowe 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 Crowe 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 Crowe LLP as the Company’s independent registered public 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 Crowe LLP as the Company’s independent registered public accounting firm. Abstentions 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 CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 20202021 AND THAT EACH SHAREHOLDER VOTE “FOR” SUCH RATIFICATION.
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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 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 Notice 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 Lynn Ann Parrish, Corporate Secretary, First Business Financial Services, Inc., 401 Charmany Drive, Madison, Wisconsin 53719 or calling her at 608-238-8008.
Shareholder Proposals
Proposals that shareholders of the Company intend to include in the Company’s proxy statement for the 20212022 annual meeting and present at the 20212022 annual meeting pursuant to SEC Rule 14a-8 must be received by the Company by the close of business on November 6, 2020.9, 2021. In addition, a shareholder who otherwise intends to present business at the 20212022 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., proposals shareholders intend to present at the 20212022 annual meeting but do not intend to include in the Company’s proxy statement for such meeting) on or after January 24,30, 2021 and on or prior to February 23,March 1, 2021, then the notice will be considered untimely and the Company will not be required to present such proposal at the 20212022 annual meeting. If such proposal is presented at the 20212022 annual meeting but not included in the proxy statement, then the persons named in proxies solicited by the Board for the 20212022 annual meeting may exercise discretionary voting power with respect to such proposal.
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APPENDIX A
FIRST BUSINESS FINANCIAL SERVICES, INC.
2019 EQUITY INCENTIVE PLAN
Amended as of the Employee Stock Purchase Plan of First Business Financial Services, Inc.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 employeesin 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 opportunityexercise 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 purchase Common Stockthe 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, through accumulated payroll deductions. It isthat discusses the intentioneffect 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 CompanyChange 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 Plan qualify as an “Employee Stock Purchase Plan” under Section 423Participant 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 Code.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 Planamount of such payment or benefit shall accordingly, be construed so asreduced to extend and limit participation in a manner consistent with the requirementsextent required to prevent the imposition of that section of the Code.any such excise tax.
Section 4.2 DefinitionsDefinition of Change in Control.
(a) “AdministratorChange in Control” means the Compensation Committeefirst day that any one or more of the Board.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 it 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 “Business DayCause” has the meaning set forth in such agreement; and in the absence of such a definition, “Cause” means (i) any day that a stock exchange upon which the Company’s Common Stock is listed is open for trading.
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, as amended.1986.
(h) “Common StockCommittee” means the Common Stock ofCommittee acting under Article 5, and in the Company.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) “CompensationDirector Participant” means all base straight time (whether salarya Participant who is a member of the Board or hourly) gross earnings and commissions, exclusivethe board of payments for overtime, bonuses and other compensation.
(k) “Enrollment DocumentsDisability” 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 set forthascribed to it in Section 5(a), below.1.1.
(m) “Exchange Act” means the Securities Exchange Act of 1934,1934.
(n) “Fair Market Value” means, as amended.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) “Human Resources DepartmentForm 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) meansIf the human resources department ofParticipant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary.
(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) “Offering PeriodISO” means a periodstock 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 this Employee Stock Purchasethe First Business Financial Services, Inc. 2019 Equity Incentive Plan.
(t) “Purchase DatePolicy” has the meaning ascribed to it in Section 7.16.
(u) “Prior Plan” means the last calendar day of each Offering Period of theFirst Business Financial Services, Inc. 2012 Equity Incentive Plan.
(v) “Purchase PriceSAR” has the meaning ascribed to it in Section 2.1(b).
(w) “Section 16 Participants” means with respectParticipants who are subject to an Offering Period an amount equal to 90%the provisions of Section 16 of the Fair Market Value (as defined in Section 7(b) below) of a Share of Common Stock on the Purchase Date.Exchange Act.
(x) “Securities Act” means the Securities Act of 1933.
(y) “Share” means a share of Common Stockthe common stock of the Company, no par value per share, as adjusted in accordance with Section 18share.
(z) “Shareholders” means the shareholders of the Plan.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) Eligibility“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 employeddeemed 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 as of the Offering Date of a given Offering Period shall be eligible to participate in such Offering Period under the Plan, subject to the requirements of Section 5(a) and the limitations imposed by Section 423(b) of the Code. Notwithstanding the foregoing, an Employee shall not be eligible to participate in an Offering Period under the Plan if, as of the Offering Date of such Offering Period, the Employee:
(iv) Notices. All noticesA service provider, other than an employee or other communications by a participantdirector, 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 in connectiona Subsidiary are not governed by a written agreement with the Planservice provider shall cease to be deemed to have been duly given when received ina service provider on the form specifieddate that is 90 days after the date the service provider last provides services requested by the Company ator a Subsidiary.
(v) Notwithstanding the location, orforegoing, in the event that any Award constitutes deferred compensation, the term Termination of Service shall be interpreted by the person, designated byCommittee in a
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manner consistent with the Company fordefinition of “separation from service” as defined under Code Section 409A.
(cc) “Voting Securities” means any securities that ordinarily possess the receipt thereof.
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First Business 
First Business Bank The