UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities EXCHANGE ACT OF 1934 (AMENDMENT NO. ) |
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Definitive Proxy Statement |
Definitive Additional Materials |
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Jerry Kilcoyne | Corey Chambas | ||||
Board Chair | President and Chief Executive Officer |
Date and Time | Place | ||||||||||
Friday, April 30, 2021 | Virtual Meeting | ||||||||||
10:00 a.m. CDT | www.meetingcenter.io/269930206 | ||||||||||
Password: FBIZ2021 |
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 |
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 |
REPORT OF THE AUDIT COMMITTEE | |||||
MISCELLANEOUS | |||||
Independent Registered Public Accounting Firm | |||||
Audit Committee Pre-Approval Policy | |||||
OTHER MATTERS | |||||
•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 |
until its sale to CORE BTS in 2009. She currently | |||||
serves on the boards of several privately held companies. |
Mark D. Bugher, age | |||||
of Wisconsin Department of Administration.Mr. Bugher serves on the board of directors of MGE Energy, Inc., a publicly traded utility company, and its affiliate, Madison Gas and Electric Company and | |||||
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 |
Corey A. Chambas, age | |||||
subsidiary of FBB. Mr. Chambas also | |||||
serves as chair |
John J. Harris, age | |||||
LLC from 2000 to 2005. |
Jan A. Eddy, age 71, has served as a director of the Company since October 2003 and serves on the Corporate Governance and Nominating Committee and the Compensation Committee. Ms. Eddy joined the FBB Board in November 2018. She previously served as a director of FBB from April 1990 to May 2010 and served as FBB Board Chair from January 2004 to May 2010. Ms. Eddy founded Wingra Technologies, a designer and distributor of software, and served as President and Chief Executive Officer of Wingra Technologies from October 1991 to January 2005, when Quest Software purchased Wingra Technologies. Ms. Eddy held the position of Business Development Executive | |||||
at Quest Software from January 2005 until her retirement in October 2005. Ms. Eddy serves or has served on the boards of other privately held companies and non-profit organizations. As previously disclosed in the Company's Form 8-K filed with the SEC on February 1, 2021, Ms. Eddy will retire from the Company's Board following the completion of her term expiring at the 2022 Annual Meeting. |
Timothy J. Keane, age 74, has served as a director of the Company since December 2018 and serves on the Operational Risk Committee. He has served as a director of FBB since August 2017. He previously served on the FBB-Milwaukee Board from January 2004 until the Bank charter consolidation in June 2017 at which time he became a member of the FBB Southeast Wisconsin Advisory Board. Mr. Keane has served on the FBB Kansas City Metro Advisory Board since August 2017. Mr. Keane is the Managing Investor and Director of Golden Angels Investors, LLC, President of Keane Consultants, is a limited partner in several venture and private equity funds, and provides data | |||||
analytics strategy consulting services to a small group of companies. He was the founder and CEO of Retail Target Marketing Systems (RTMS), now a unit of Fidelity Information Services. Mr. Keane serves on the boards of other privately held companies. As previously disclosed in the Company's Form 8-K filed with the SEC on February 1, 2021, Mr. Keane will retire from the Company's Board in accordance with the Director Retirement Policy following the completion of his term expiring at the 2022 Annual Meeting. |
W. Kent Lorenz, age 58, has served as a director of the Company since June 2018 and serves on the Audit Committee and Operational Risk Committee. He has served as a director of FBB since August 2017. He previously served on the FBB-Milwaukee Board from January 2010 until the Bank charter consolidation in June 2017 at which time he became a member of the FBB Southeast Wisconsin Advisory Board. Mr. Lorenz is the retired Chairman and CEO of Acieta LLC, a provider of advanced industrial robotic automation systems to North American manufacturers and their global affiliates. He is the Owner and Managing Director of Lakeside Consulting, LLC, a manufacturing and | |||||
industrial automation consulting firm. Mr. Lorenz served on the Wisconsin Technical College System Board of Directors from June 2014 until March 2020. He also serves on the boards of other private and non-profit organizations. |
Carol P. Sanders, age 54, has served as a director of the Company since September 2016 and is the Audit Committee Chair. Ms. Sanders joined the FBB Board in November 2018. Ms. Sanders has been the President of Carol P. Sanders Consulting LLC, a consulting firm providing executive-level consulting services to the insurance and technology industries, since July 2015. Ms. Sanders has over 25 years of experience in the insurance industry, including serving as the Executive Vice President, Chief Financial Officer and Treasurer of Sentry Insurance from July 2013 to June 2015 and as Executive Vice President and Chief Operating Officer of Jewelers Mutual Insurance Company from November 2012 to June | |||||
2013 where she previously served in other executive capacities from September 2004 to November 2012. Ms. Sanders has served on the board of directors of Alliant Energy Corporation (“Alliant”), a publicly traded Wisconsin-based public utility holding company, and its two utility subsidiaries since December 2005. She currently serves as Alliant’s lead independent director, chair of Alliant’s nominating and governance committee and previously served as a member and chair of Alliant’s audit committee and compensation and personnel committee. Ms. Sanders has served on the board of directors of RenaissanceRe Holdings Ltd. (“RenaissanceRe”), a publicly traded global provider of reinsurance and insurance, since 2016 and is a member of that company’s audit committee. Ms. Sanders also serves on the board of a privately held company. |
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. |
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. |
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. |
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. |
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 |
Name(1) | Audit | Compensation | Corporate Governance and Nominating | Operational Risk |
Laurie S. Benson | ||||
Mark D. Bugher | Chair | |||
Carla C. Chavarria | ||||
Jan A. Eddy | Chair | |||
John J. Harris | ||||
Ralph R. Kauten | ||||
Timothy J. Keane | ||||
Gerald L. Kilcoyne(2) | Chair | |||
W. Kent Lorenz | ||||
Daniel P. Olszewski | ||||
Carol P. Sanders(3) | Chair | |||
Number of Meetings in 2018 | 5 | 7 | 5 | 0(4) |
(1) | Mr. Chambas |
(2) |
Ms. Sanders qualifies as an “audit committee financial expert”. |
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 management is responsible for assessing and managing risk through robust internal processes and effective internal controls and for providing |
Committee | Risk Oversight Focus | ||||
Audit Committee | • Monitors the integrity of the financial statements, effectiveness of internal | ||||
Compensation Committee | • Oversees the Company’s executive compensation program, evaluates risks presented by all compensation programs and confirms that the programs do not encourage risk-taking to a degree that is likely to have a materially adverse impact on the Company, do not encourage the management team to take unnecessary and excessive risks that threaten the value of the Company and do not encourage the manipulation of reported earnings of the Company. | ||||
Corporate Governance and Nominating Committee | • •Assesses and monitors the Company's ESG and director DEI practices. | ||||
Operational Risk Committee | •Assures the ERM Program is operating effectively. • Monitors the strategic risk based on an assessment of the • Evaluates, monitors and advises the Board on all matters relating to maintaining the right tone at the top.• |
Name of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned | |
Laurie S. Benson............................................................... | 3,200 | (1) | * |
Mark D. Bugher................................................................. | 9,533 | (2) | * |
Corey A. Chambas............................................................ | 139,103 | (3) | 1.6% |
Carla C. Chavarria............................................................. | 0 | * | |
Jan A. Eddy....................................................................... | 17,056 | (4) | * |
John J. Harris.................................................................... | 10,000 | (5) | * |
Ralph R. Kauten............................................................... | 25,188 | (6) | * |
Timothy J. Keane............................................................. | 7,123 | (7) | * |
Gerald L. Kilcoyne........................................................... | 44,636 | (8) | * |
W. Kent Lorenz................................................................. | 19,169 | (9) | * |
Michael J. Losenegger...................................................... | 32,930 | (10) | * |
Mark J. Meloy…….………………………………......... | 49,026 | (11) | * |
Daniel P. Olszewski........................................................... | 19,176 | (12) | * |
Carol P. Sanders……………………………………........ | 1,507 | (13) | * |
David R. Seiler.................................................................. | 10,846 | (14) | * |
Edward G. Sloane, Jr………………………………........ | 10,119 | (15) | * |
All directors, nominees and executive officers as a group (19 persons)........................................ | 461,783 | (16) | 5.3% |
5% Holders | |||
The Banc Funds Company, LLC ……….......................... | 675,852 | (17) | 7.7% |
Manulife Financial Corporation ……………………....... | 504,731 | (18) | 5.7% |
BlackRock, Inc. .................................………………....... | 456,005 | (19) | 5.2% |
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% |
(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 | |||||
(5) | Includes 390 restricted shares over which Ms. Eddy has voting power but does not have investment power, and | ||||
(6) | Includes 390 restricted shares over which Mr. | ||||
(7) | Includes 390 restricted shares over which Mr. Kauten has voting power but does not have investment power, 3,300 shares held by a sole IRA, and 12,687 shares held by a family-owned LLC. | ||||
(8) | Includes 390 restricted shares over which Mr. Keane has voting power but does not have investment power, and 2,637 shares held in a joint trust with his spouse. | ||||
(9) | Includes 390 restricted shares over which Mr. Kilcoyne has voting power but does not have investment power, 6,800 shares held by a sole IRA, and 44,636 shares held in a joint trust with his spouse. | ||||
(10) | Includes 390 restricted shares over which Mr. Lorenz has voting power but does not have investment power, and 2,520 shares held by a sole IRA, 6,471 shares held in a joint trust with his spouse, and 8,178 shares held solely by his spouse through an IRA. | ||||
(11) | Includes | ||||
(12) | Includes 390 restricted shares over which Mr. Olszewski has voting power but does not have investment power, and 21,580 shares held in a | ||||
(13) | Includes 5,799 restricted shares over which Mr. Quade has voting power but does not have investment power. | ||||
(14) | Includes 390 restricted shares over which Ms. Sanders has voting power but does not have investment power, and 670 shares held | ||||
Includes | |||||
Includes | |||||
Includes | |||||
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. |
Fees earned or paid in cash | Stock awards | All other compensation(1) | Total | |
Laurie S. Benson | $3,500 | — | $17,317 | $20,817 |
Mark D. Bugher | $42,500 | — | — | $42,500 |
Carla C. Chavarria | $33,750 | — | — | $33,750 |
Jan A. Eddy | $42,500 | — | — | $42,500 |
John J. Harris | $34,500 | — | — | $34,500 |
Ralph R. Kauten | $2,000 | — | $21,417 | $23,417 |
Timothy J. Keane | $2,000 | — | $21,467 | $23,467 |
Gerald L. Kilcoyne | $49,563 | — | $13,200 | $62,763 |
W. Kent Lorenz | $15,600 | — | $17,600 | $33,200 |
Daniel P. Olszewski | $2,750 | — | $21,667 | $24,417 |
Carol P. Sanders | $37,250 | — | — | $37,250 |
Jerome J. Smith(2) | $175,675 | — | — | $175,675 |
Fees earned or paid in cash (1) | Stock awards(2) | Total | |||||||||
Laurie S. Benson | $40,100 | $6,306 | $46,406 | ||||||||
Mark D. Bugher | $39,500 | $6,306 | $45,806 | ||||||||
Carla C. Chavarria | $31,500 | $6,306 | $37,806 | ||||||||
Jan A. Eddy | $39,500 | $6,306 | $45,806 | ||||||||
John J. Harris | $34,500 | $6,306 | $40,806 | ||||||||
Ralph R. Kauten | $33,750 | $6,306 | $40,056 | ||||||||
Timothy J. Keane | $38,250 | $6,306 | $44,556 | ||||||||
Gerald L. Kilcoyne | $96,750 | $6,306 | $103,056 | ||||||||
W. Kent Lorenz | $40,850 | $6,306 | $47,156 | ||||||||
Daniel P. Olszewski | $31,500 | $6,306 | $37,806 | ||||||||
Carol P. Sanders | $41,500 | $6,306 | $47,806 |
(1) | Includes | ||||
(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 |
The Compensation Committee has identified the following as important financial metrics for the | ||
• | ||
• •The Company benefited from growth in loan and lease balances, excluding PPP loans, of $206.0 million, or 12.0%, as of December 31, 2020 compared to December 31, 2019. | ||
Efficiency Ratio •The efficiency ratio was 63.09% for the year ended December 31, 2020, an improvement over the prior year. The ratio improved to superior-level performance primarily due to • Efficiency is one of four key strategies within the long-term strategic plan. The Company | ||
Return on Average Assets • Return on average assets (“ROAA”) was | ||
Index | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | ||||||
First Business Financial Services, Inc. | 100.00 | 129.80 | 138.15 | 133.96 | 127.77 | 115.43 | ||||||
Nasdaq Composite Index | 100.00 | 114.75 | 122.74 | 133.62 | 173.22 | 168.30 | ||||||
SNL Bank Nasdaq Index | 100.00 | 103.57 | 111.80 | 155.02 | 163.20 | 137.56 |
Named Executive 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. |
Name | Position | 2018 Base Salary | 2019 Base Salary |
Corey A. Chambas | President and Chief Executive Officer | $443,456 | $466,000 |
Edward G. Sloane, Jr. | Chief Financial Officer | $257,500 | $270,375 |
David R. Seiler | Chief Operating Officer | $280,000 (1) | $291,200 |
Mark J. Meloy | CEO - First Business Bank | $220,001 | $231,001 |
Michael J. Losenegger | Chief Credit Officer | $236,599 | $250,795 |
(1) Mr. Seiler's salary increased to $280,000 on August 1, 2018. |
Measure | Threshold | Target | Superior | Actual | Weighting | ||
Company | Adjusted Top Line Revenue(1) | 77,000,000 | 79,000,000 | 81,000,000 | 84,058,000 | 33.33% | |
Efficiency Ratio(2) | 68% | 65% | 62% | 67.77% | 33.33% | ||
Return on Average Assets(3) | 0.85% | 0.95% | 1.05% | 0.86% | 33.33% |
Named Executive Officer | Targeted Payout as % of Base Salary | Actual Payout as % of Bonus Eligible Compensation | Bonus Payout ($) |
Corey A. Chambas | 45.00% | 40.39% | 179,132 |
Edward G. Sloane, Jr. | 35.00% | 33.14% | 85,333 |
David R. Seiler | 35.00% | 33.14% | 88,802 |
Mark J. Meloy | 30.00% | 27.84% | 61,258 |
Michael J. Losenegger | 30.00% | 27.84% | 65,880 |
Name | Position | Target Award as % of Base Salary | Actual Award Granted as % of Base Salary | Actual # of Restricted Shares Issued |
Corey A. Chambas | President and Chief Executive Officer | 45.00% | 22.50% | 4,175 |
Edward G. Sloane, Jr. | Chief Financial Officer | 25.00% | 12.50% | 1,345 |
David R. Seiler | Chief Operating Officer | 25.00% | 12.50% | 1,355 |
Mark J. Meloy | CEO - First Business Bank | 25.00% | 12.50% | 1,150 |
Michael J. Losenegger | Chief Credit Officer | 25.00% | 12.50% | 1,235 |
Civista Bancshares, Inc. | ||
Community Bankers Trust Corporation | ||
Community Financial Corporation | ||
First Community Corporation | ||
First | ||
Level One Bancorp, Inc. | ||
Macatawa Bank Corporation | ||
Mackinac Financial Corporation | ||
Malvern Bancorp, Inc. | ||
Mercantile Bank Corporation | ||
Mid Penn Bancorp, Inc. | ||
Old Line Bancshares, Inc.* | ||
People’s Utah Bancorp | ||
Stock Yards Bancorp, Inc. | ||
West Bancorporation, Inc. |
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. Quade joined the Company on October 31, 2019 and |
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) | Top Line Revenue is defined as net interest income ($77.1 million) plus non-interest income ($26.9 million). | ||||
(2) | Efficiency Ratio is defined as non-interest expense excluding the effects of the SBA recourse provision, impairment of tax credit investments, losses or gains on foreclosed properties, amortization of other intangible assets, loss on early extinguishment of debt, and other non-operating items, if any. | ||||
(3) | Return on Average Assets is defined as net income divided by average assets. |
Named Executive Officer | Targeted Payout as % of Base Salary | Actual Payout as % of Base Salary | Bonus Payout ($) | ||||||||
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 |
2020 PRSU Program Features | ||
Vehicle Value of units is measured on a relative basis over the performance period; units are settled in shares at vesting. | ||
Performance Period Awards made in 2020 have a three (3) year performance measurement period of 2020 - 2022 and will cliff vest at the end of the measurement period. | ||
Performance Measures Relative Total Shareholder Return and Relative Return on Average Equity; each measure is weighted 50%. | ||
Payout Payout under the program is calculated at the end of the three-year performance period and is based on the relative performance for each measure against the custom peer group. Payout at the 25th percentile of the peer group will result in an award of 50% of the target value, payout at the 50th percentile of the peer group will result in an award of 100% of the target value, and payout at the 75th percentile or above of the peer group will result in an award of 200% of the target value. Achievement of each performance measure is determined by straight-line interpolation for actual performance falling between threshold and target or target and maximum levels. If achievement with respect to a particular performance measure does not reach threshold level, then no portion of the award will vest with respect to such performance goal. | ||
Peer Group Performance A peer group is established for each grant to measure relative performance. The peer groups consist of publicly traded banks, headquartered in the US, with assets between one-half and two times the asset size of the Company. For the 2020 grant, the peer group is comprised of approximately 140 banks and the peer group will remain static for each grant throughout the measurement period. |
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 | $30,080 |
Position | Baseline | Minimum Ownership as a multiple of the Baseline | ||||||
Director | Annual Cash and Equity Retainer | 3x | ||||||
CEO | Base Salary | 3x | ||||||
NEOs | Base Salary | 1x |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity incentive plan compensation ($)(2) | Change in pension value and nonqualified deferred compensation earnings(3) | All other compensation ($)(4) | Total ($) | ||||||||||||||||||
Corey A. Chambas | 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) | |||||
(2) | The amounts reported in the “Non-equity incentive plan compensation” column were earned under the Annual Bonus Plan in the calendar year reported. The Board defined specific threshold, target, and superior award opportunities as a percentage of salary for each NEO. The specific percentages were based on the individual NEO’s position and competitive market data for similar positions. The | ||||
(3) | These | ||||
(4) | The amounts for | ||||
Name | 401(k) match | Auto use/ reimbursement | Profit Sharing | Country Club Membership | Total | ||||||||||||
Corey A. Chambas | $8,550 | $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 | Dividend on restricted stock | Country Club Membership | Total | |
Corey A. Chambas | $8,250 | $12,059 | $11,165 | $7,489 | --- | $38,963 |
Edward G. Sloane, Jr. | $8,250 | --- | $11,165 | $3,129 | --- | $22,544 |
David R. Seiler | $8,250 | $4,200 | $11,165 | $4,267 | --- | $27,882 |
Mark J. Meloy | $8,214 | $4,200 | $11,116 | $3,184 | $11,081 | $37,795 |
Michael J. Losenegger | $7,574 | $8,174 | $10,251 | $2,477 | --- | $28,476 |
Annual total compensation of Mr. Chambas, | $ | ||||
Annual total compensation of the Median Employee(2): | $ | ||||
Ratio of |
(1) | Annual total compensation of the Company’s | ||||
(2) | Annual total compensation of the Median Employee consisted of salary, annual bonus, and Company 401(k) match and discretionary plan |
Grant date | Estimated future payouts under non-equity incentive plan awards | Estimated future payouts under equity incentive plan awards | Grant date fair value of stock and option awards | |||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (shares) | Target (shares) | Maximum (shares) | |||
Corey A. Chambas | ||||||||
Bonus Plan | $44,346 | $199,555 | $421,284 | |||||
LTI Plan | 8/16/2018 | 4,175 | $93,060 | |||||
Edward G. Sloane, Jr. | ||||||||
Bonus Plan | $25,750 | $90,125 | $193,125 | |||||
LTI Plan | 8/16/2018 | 1,345 | $29,980 | |||||
David R. Seiler | ||||||||
Bonus Plan | $25,938 | $90,781 | $194,531 | |||||
LTI Plan | 8/16/2018 | 1,355 | $30,203 | |||||
Mark J. Meloy | ||||||||
Bonus Plan | $22,000 | $66,000 | $132,000 | |||||
LTI Plan | 8/16/2018 | 1,150 | $25,634 | |||||
Michael J. Losenegger | ||||||||
Bonus Plan | $23,660 | $70,980 | $141,959 | |||||
LTI Plan | 8/16/2018 | 1,235 | $27,528 |
Name | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | Estimated future payouts under equity incentive plan awards (PRSUs)(2) | All other stock awards: Number of shares of stock or units (RSAs)(3) (#) | Grant date fair value of stock and option awards | ||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
Corey A. Chambas | 2/16/2020 | 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 | $144,000 |
(1) | These amounts illustrate the threshold, target, and maximum annual cash bonus awards established under the Annual Cash Bonus Plan. | ||||
(2) | The ultimate number of PRSUs that will vest will be determined by the Company’s performance over the three-year measurement period ending on December 31, 2022. See section titled “Long-Term Incentive Plan” beginning on page 32 for additional details on the awards granted to NEOs. | ||||
(3) | The RSAs vest ratably over a three-year period. See section titled “Long-Term Incentive Plan” beginning on page 32 for additional details on the awards granted to NEOs. |
Stock Awards | |||||||||||||||||||||||||
Name | Grant date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | 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 ($) | ||||||||||||||||||||
Corey A. Chambas | 2/16/2020 | $69,958 | |||||||||||||||||||||||
2/16/2019 | 2,964(3) | $54,567 | |||||||||||||||||||||||
8/16/2018 | 2,088(4) | $38,440 | |||||||||||||||||||||||
8/16/2017 | 2,030(5) | $37,372 | |||||||||||||||||||||||
2/16/2019 | 13,340(7) | $245,589 | |||||||||||||||||||||||
2/16/2020 | 11,400(8) | $209,874 | |||||||||||||||||||||||
Edward G. Sloane, Jr. | 2/16/2020 | $25,130 | |||||||||||||||||||||||
2/16/2019 | 1,074(3) | $19,772 | |||||||||||||||||||||||
8/16/2018 | 673(4) | $12,390 | |||||||||||||||||||||||
8/16/2017 | 737(5) | $13,568 | |||||||||||||||||||||||
2/16/2019 | 5,800(7) | $106,778 | |||||||||||||||||||||||
2/16/2020 | 4,910(8) | $90,393 | |||||||||||||||||||||||
David R. Seiler | 2/16/2020 | $27,063 | |||||||||||||||||||||||
2/16/2019 | 1,157(3) | $21,300 | |||||||||||||||||||||||
8/16/2018 | 678(4) | $12,482 | |||||||||||||||||||||||
8/16/2017 | 743(5) | $13,679 | |||||||||||||||||||||||
2/16/2019 | 6,250(7) | $115,063 | |||||||||||||||||||||||
2/16/2020 | 5,280(8) | $97,205 | |||||||||||||||||||||||
Mark J. Meloy | 2/16/2020 | $20,895 | |||||||||||||||||||||||
2/16/2019 | $16,937 | ||||||||||||||||||||||||
8/16/2018 | $10,586 | ||||||||||||||||||||||||
8/16/2017 | $11,580 | ||||||||||||||||||||||||
2/16/2019 | $71,063 | ||||||||||||||||||||||||
2/16/2020 | 3,180(8) | $ | |||||||||||||||||||||||
Bradley A. Quade | 2/16/2020 | 1,165(2) | $21,448 | ||||||||||||||||||||||
11/16/2019 | 3,537(6) | $ | |||||||||||||||||||||||
2/16/2020 | 3,260(8) | $ |
(1) | |||||
(2) | |||||
(3) | Award vests ratably over 3 years with future vesting dates of February 16, 2021 and 2022. | ||||
(4) | Award vests ratably over 4 years with future vesting dates of August 16, 2021 and 2022. | ||||
(5) | Award vests ratably over 4 years with future vesting dates of August 16, 2021. | ||||
(6) | Award vests ratably over 3 years with future vesting date of November 16, 2021 and 2022. | ||||
(7) | PRSUs, reported at maximum performance, are scheduled to vest December 31, | ||||
(8) | PRSUs, reported at maximum performance, are scheduled to vest December 31, 2022. |
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 | $23,836 |
(1) | Includes the vesting of restricted stock awards. |
Option Awards | Stock Awards | ||||
Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | ||
Corey A. Chambas | --- | --- | 5,768 | $128,569 | |
Edward G. Sloane, Jr. | --- | --- | 1,699 | $40,189 | |
David R. Seiler | --- | --- | 2,241 | $47,658 | |
Mark J. Meloy | --- | --- | 2,370 | $52,827 | |
Michael J. Losenegger | --- | --- | 1,929 | $42,997 |
Event | Cash Severance | Accelerated Vesting of Equity Awards | Consulting Fees(1) |
Normal Retirement(2) | N/A | --- | --- |
Early Retirement | $2,854,972 | --- | $50,000 |
Death or Disability | $2,854,972 | $237,593 | |
Change in Control(3) | --- | $237,593 | --- |
Termination following change in control(4) | $2,854,972 | --- | $50,000 |
Event | Cash Severance | Accelerated Vesting of RSAs & PRSUs(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. | ||||
(4) | As described above, the termination must occur within two years following the change in control and must be a termination by the Company without cause or a resignation by Mr. Chambas for good reason. |
Severance | Restricted Stock Unvested & Accelerated | Health Benefits | Total Termination Benefits | |||||||||||||||
Name | Name | Severance(1) | Accelerated Vesting of RSAs & PRSUs(2) | Health Benefits(1) | Total Benefits | |||||||||||||
Edward G. Sloane, Jr. | $605,125 | $106,895 | $16,086 | $728,106 | Edward G. Sloane, Jr. | $660,797 | $169,464 | $17,463 | $847,724 | |||||||||
David R. Seiler | $658,000 | $128,395 | $105 | $786,501 | David R. Seiler | $711,693 | $180,657 | $122(1) | $892,472 | |||||||||
Mark J. Meloy | $506,000 | $93,063 | $17,057 | $616,120 | Mark J. Meloy | $539,271 | $124,801 | $18,536 | $682,608 | |||||||||
Michael J. Losenegger | $544,178 | $79,640 | $22,888 | $646,705 | ||||||||||||||
Bradley A. Quade | 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. |
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. |
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”. |
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 | — | — | — |
(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. |
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. |