First Business Financial Services, Inc. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>First Business Financial Services, Inc. will hold its 2024 Annual Meeting virtually on April 26, 2024, highlighting strong 2023 performance exceeding strategic growth targets.</b>

AI Summary

FIRST BUSINESS FINANCIAL SERVICES, INC. (FBIZ) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. The 2024 Annual Meeting of Shareholders for First Business Financial Services, Inc. will be held virtually on April 26, 2024, at 10:00 a.m. CDT. The company achieved a 17% increase in loans, a 19% increase in in-market deposits, and a 13% increase in operating revenue in 2023. These results surpassed the company's five-year strategic plan goal of 10% annual growth for loans, deposits, and revenues. Shareholders will have the opportunity to ask questions and receive an update on the company's activities and performance. The filing is a Definitive Proxy Statement (DEF 14A) filed on March 8, 2024.

Why It Matters

For investors and stakeholders tracking FIRST BUSINESS FINANCIAL SERVICES, INC., this filing contains several important signals. The virtual format allows for broader shareholder participation and accessibility. The strong 2023 performance indicates successful execution of the company's strategic plan and potential for continued growth.

Risk Assessment

Risk Level: low — FIRST BUSINESS FINANCIAL SERVICES, INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate negative financial or operational disclosures.

Analyst Insight

Shareholders should review the proxy materials to understand the matters to be voted on and the company's performance highlights before the annual meeting.

Key Numbers

• 17% — Loan Growth (Achieved in 2023)
• 19% — In-market Deposit Growth (Achieved in 2023)
• 13% — Operating Revenue Growth (Achieved in 2023)
• 10% — Strategic Growth Target (Annual pace for loans, deposits, and revenues)

Key Players & Entities

• FIRST BUSINESS FINANCIAL SERVICES, INC. (company) — Registrant name
• 401 CHARMANY DRIVE (location) — Company business address
• MADISON (location) — Company business address city
• WI (location) — Company business address state
• 608-238-8008 (phone) — Company business phone
• April 26, 2024 (date) — Date of Annual Meeting
• 2023 (date) — Year of reported financial performance
• March 8, 2024 (date) — Filing date

FAQ

Industry Context

First Business Financial Services, Inc. operates within the commercial banking sector, focusing on growth strategies.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominations and any other proposals.
2. Attend the virtual annual meeting on April 26, 2024, to ask questions and stay informed.
3. Evaluate the company's 2023 performance against its strategic plan and peer benchmarks.

Key Dates

• 2024-04-26: 2024 Annual Meeting of Shareholders — Shareholders will vote on matters and receive company updates.
• 2024-03-08: Filing of Definitive Proxy Statement — Publicly disclosed proxy information for the upcoming annual meeting.

Year-Over-Year Comparison

This is the initial filing for the 2024 Annual Meeting proxy statement, providing details on the upcoming meeting and recent company performance.

Key Financial Figures

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• $53,795 — rships totaled $963,220 (an increase of $53,795 over 2022). Invested $33.3 million in
• $33.3 million — crease of $53,795 over 2022). Invested $33.3 million in Low Income Housing Tax Credits to su

Filing Documents

• a2024fbfsproxy.htm (DEF 14A) — 944KB
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• 0001521951-24-000025.txt (&nbsp;) — 10354KB

Executive Compensation Highlights

Executive Compensation Highlights 4 The Company's Commitment to ESG and Human Capital Management 5 I TEM 1 - ELECTION OF DIRECTORS 7 Nominees for Election at the Annual Meeting 8 Directors Continuing in Office 10 Director Disclosures 13 Delinquent Section 16(a) Reports 13 CORPORATE GOVERNANCE 14 Director Selection, Qualifications and Nominations 14 Director Evaluation Process, Development and Education 16 Independent Directors and Meeting Attendance 17 Board Leadership Structure 17 Committees 17 Board Role in Risk Oversight 19 CEO and Executive Officer Succession Planning 20 Communications with the Board of Directors 20 DIRECTOR COMPENSATION 21

- NON -BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICERS' COMPENSATION

ITEM 2 - NON -BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICERS' COMPENSATION 22 COMPENSATION DISCUSSION AND ANALYSIS 23 Executive Summary 23 Compensation Governance 23 Alignment of Pay with Performance 24 2 023 Say-on-Pay Vote Results 24 E xecutive Compensation Program Overview 25 C ompensation Program Components 27 2 02 0-2022 LTI Plan Performance Results 30 Shares Earned Under the PRSU Award for the 2020-2022 Performance Period 30 Named Executive Officer Stock Ownership Guidelines 31 C lawback Policies 31 N o-Hedging and No-Pledging Provisions 31 A ssessment of Compensation Risk 32 COMPENSATION COMMITTEE REPORT 33

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 34 Summary Compensation Table 34 All Other Compensation 35 G rant of Plan-Based Awards 35 O utstanding Equity Awards at Fiscal Year E nd 36 O ption Exercises and Stock Vested in 2023 37 P ension Benefits 37 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 38

- RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 48 REPORT OF THE AUDIT COMMITTEE 49 MISCELLANEOUS 50 Indepen dent Registered Public Accounting Firm 50 A udit Committee Pre-Approval Policy 50 R elated Party Transactions 50 PRINCIPAL SHAREHOLDERS 51 OTHER MATTERS 53 S hareholder Proposals 53 Proxy Statement For Annual Meeting Of Shareholders To Be Held April 26, 2024 This proxy statement is being furnished to shareholders by the Board of Directors (the Board) of First Business Financial Services, Inc. (the Company, we, our, us) beginning on or about March 8, 2024 in connection with the solicitation of proxies by the Board for use at the Annual Meeting of Shareholders to be held on Friday, April 26, 2024, at 1000 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, 2023, 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 8, 2024. 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. However, when you

Executive Compensation Highlights

Executive Compensation Highlights The primary goal of our executive compensation program is to drive continued growth and successful execution of our business objectives, thereby creating value for our shareholders. Our compensation programs are designed to pay for performance and foster a high-performance culture, aligning the interests of our executive team with those of our shareholders. Our compensation philosophy supports our commitment to motivating and rewarding employees in ways that drive our Company's success and reflect our culture and values. Key principles include Pay-for-Performance Culture We foster a culture where compensation is linked to performance. Attracting and Retaining Talent Our compensation programs are designed to attract and retain the highest caliber of employees. Fair and Equitable Pay We are dedicated to fair and equitable compensation practices. Consideration of Company, Team, and Individual Success We consider the success of the Company, teams and individuals in making executive compensation decisions. Motivation for Goal Achievement We use compensation as a tool to motivate employees to achieve business goals. Our executive compensation program supports long-term value creation. Approximately 49% of our Chief Executive Officer's (CEO) total direct compensation and 40% of the compensation for the other Named Executive Officers (NEOs) is variable and at risk, tied to the achievement of rigorous performance metrics that are aligned to our strategic priorities and important to our shareholders. The Annual Bonus Plan (Bonus Plan) for fiscal 2023 paid out at 113% of target. The payout reflects our strong performance across the key performance metrics (top line revenue, Return on Average Assets (ROAA), efficiency ratio) which drive shareholder value and the Company's business strategy. The Performance Restricted Stock Units (PRSUs) grant for 2020-2022 vested at 200% of target. The vesting of these performance-based awards, wh

View Full Filing

View this DEF 14A filing on SEC EDGAR