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![]() Date and Time
June 6, 2023, at 8:30 a.m. CDT
![]() Place
Virtually at
www.virtualshareholdermeeting.com/BY2023
![]() Record Date
April 12, 2023
Only those stockholders of record as of the close of business on that date will be entitled to vote at the Annual Meeting. If there is an insufficient number of shares represented for a quorum, the meeting may be adjourned to permit further solicitation of proxies by the Company.
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Items of Business
![]() To elect the eight director nominees named in the accompanying proxy statement to the Board of Directors of the Company, each to serve until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
![]() To approve an amendment to the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan to increase the number of shares available for issuance under the Plan;
![]() To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in this Proxy Statement;
![]() To approve, on an advisory (non-binding) basis, the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers;
![]() To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
![]() To consider such other business that may properly come before the Annual Meeting, or any adjournment thereof, by or at the direction of the Board of Directors.
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Every Vote is Important
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Internet
Visit the website noted on your proxy card to vote online.
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Telephone
Use the toll-free telephone number on your proxy card to vote by telephone.
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Vote by Mail
Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
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A list of stockholders entitled to vote at the meeting will be available for inspection at the Company’s main office located at 180 North LaSalle Street, Suite 300, Chicago, Illinois 60601 for a period of ten days prior to the Annual Meeting and will also be made available virtually at the Annual Meeting itself for examination by any stockholder upon request.
We are taking advantage of the Securities and Exchange Commission’s rules that allow companies to furnish proxy materials to stockholders via the internet. We sent a notice of internet availability of proxy materials (the “Notice”) to holders of our common stock as of the record date on or about April 24, 2023. The Notice describes how you can access our proxy materials, including this proxy statement, beginning on April 24, 2023.
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| | | | | | | BY ORDER OF THE BOARD OF DIRECTORS, | | |||
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By
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Chicago, Illinois
April 24, 2023
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Roberto R. Herencia
Executive Chairman of the Board and Chief Executive Officer |
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Page
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| | | | 2 | | | |
| | | | 5 | | | |
| | | | 7 | | | |
| | | | 12 | | | |
Director Compensation | | | |
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| | | | 21 | | | |
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| | | | 37 | | | |
| | | | 39 | | | |
| | | | 40 | | | |
| | | | 65 | | | |
| | | | 66 | | | |
| | | | 67 | | | |
Other Matters | | | |
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Beneficial Ownership
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Name of Beneficial Owners
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Number
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Percentage
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Greater than 5% Stockholders: | | | | | | | | | | | | | | | |
MBG Investors I, L.P.(1) | | | | | 11,695,601 | | | | | | | 31.01 | % | | |
ECR Holdings, L.P.(2) | | | | | 2,038,691 | | | | | | | 5.41 | % | | |
BlackRock, Inc.(3) | | | | | 2,080,417 | | | | | | | 5.52 | % | | |
Directors: | | | | | | | | | | | | | | | |
Phillip R. Cabrera | | | | | 16,121 | | | | | | | | * | | |
Antonio del Valle Perochena(1) | | | | | 11,695,601 | | | | | | | 31.01 | % | | |
Mary Jo S. Herseth | | | | | 12,892 | | | | | | | | * | | |
Margarita Hugues Vélez | | | | | 1,983 | | | | | | | | * | | |
Steven P. Kent | | | | | 85,375 | | | | | | | | * | | |
William G. Kistner | | | | | 12,892 | | | | | | | | * | | |
Named Executive Officers: | | | | | | | | | | | | | | | |
Roberto R. Herencia**(4) | | | | | 537,915 | | | | | | | 1.42 | % | | |
Alberto J. Paracchini**(5) | | | | | 396,386 | | | | | | | 1.05 | % | | |
Thomas S. Abraham(6) | | | | | 58,609 | | | | | | | | * | | |
Thomas J. Bell III(7) | | | | | 75,875 | | | | | | | | * | | |
Brogan M. Ptacin(8) | | | | | 95,925 | | | | | | | | * | | |
All directors and executive officers as a group (20 persons)
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| | | | 13,212,212 | | | | | | | 35.04 | % | | |
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Proposal 1
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![]() The Board recommends a vote FOR each nominee for Director
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Election of Directors
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The Governance and Nominating Committee of the Board of Directors is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors. Each of our nominees currently serves as a Byline director, has consented to being named in this Proxy Statement and has agreed to serve if elected. If any nominee becomes unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominees as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why any nominee might be unavailable or unwilling to serve.
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Name
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Age
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Position
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Director Since
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Roberto R. Herencia
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63
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Executive Chairman and Chief Executive Officer
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2013
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Phillip R. Cabrera
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70
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Director
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2013
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Antonio del Valle Perochena
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54
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Lead Director
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2013
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Mary Jo S. Herseth
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64
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Director
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2019
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Margarita Hugues Vélez
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52
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Director
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2022
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Steven P. Kent
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72
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Director
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2019
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William G. Kistner
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72
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Director
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2018
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Alberto J. Paracchini
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52
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President and Director
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2013
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Roberto R. Herencia
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![]() Executive Chairman of the Board of Directors and Chief Executive Officer
Age: 63
Director Since: 2013
Board Committees:
Risk |
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Background
Roberto R. Herencia has served as Chairman of our Board of Directors since June 2013, and as Executive Chairman and Chief Executive Officer since February 12, 2021. He serves as a member of the Risk Committee. Mr. Herencia also serves as Executive Chairman of the board of directors of Byline Bank, and serves as a member of the Risk, Executive Credit, Trust, and Asset-Liability Committee (“ALCO”) Committees of Byline Bank. Mr. Herencia led the recapitalization of our predecessor, Metropolitan Bank Group, Inc., as President and Chief Executive Officer of BXM Holdings, Inc., a position he has held since November 2010. Prior to BXM Holdings, Inc., Mr. Herencia served as President and Chief Executive Officer of Midwest Banc Holdings, Inc. and spent 17 years with Popular Inc. as its Executive Vice President and as President of Popular Inc.’s subsidiary, Banco Popular North America. Mr. Herencia has also served as an independent director of Banner Corporation and its subsidiary, Banner Bank, since March 2016, and as Chairman of the board of directors of First BanCorp, and its subsidiary, FirstBank Puerto Rico since October 2011. Mr. Herencia previously served as an independent director of privately held SKBHC Holdings LLC, and its two subsidiary banks, American West Bank and First National Bank of Starbuck, from December 2010 to September 2015. Appointed by President Obama in 2011, Mr. Herencia serves on the Overseas Private Investment Corporation’s board of directors. Mr. Herencia holds a bachelor’s degree in finance from Georgetown University and an M.B.A. from the Kellogg School of Management at Northwestern University. Mr. Herencia’s qualifications include over 34 years of experience in the banking industry, having held senior roles in corporate, commercial, small business, problem asset restructuring and retail banking, as well as extensive experience with complex and distressed turnaround efforts, having executed over 15 mergers and acquisitions in his career.
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Phillip R. Cabrera
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![]() Age: 70
Director Since: 2013
Board Committees:
Audit, Compensation, Governance and Nominating |
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Background
Phillip R. Cabrera has served on our Board of Directors since June 2013. He serves as member of the Audit, Compensation, and Governance and Nominating Committees. Mr. Cabrera also serves on the board of directors of Byline Bank, serves as the chair of the ALCO Committee, and as a member of the Audit, Compensation, Governance and Nominating, Executive Credit, and Trust Committees of Byline Bank. Since retiring from the McDonald’s Corporation in 2015, Mr. Cabrera has served as an advisor and consultant to Air Products and INDURA, Santiago, Chile, assisting management in identifying and remedying gaps in audit, treasury, governance and controls. Mr. Cabrera retired as Vice President and International Treasurer of McDonald’s Corporation in October 2015, where for 21 years he held varied executive roles. Prior to his tenure at McDonald’s, Mr. Cabrera was a Managing Director and Senior Partner in the Latin America Group of Continental Bank and served as President of Continental International Finance Corporation, a holding company for Continental Bank’s international equity investments, from 1993 to 1994. Mr. Cabrera also served on the board of directors of Institutional Cash Distributors, an internet broker of money funds, until it was sold to private equity in 2018. Mr. Cabrera currently serves as an Industry Advisor to McNally Capital. Mr. Cabrera previously served on the advisory board of Unibanco, Banco do Investimento do Brazil from 1982 to 1986. Mr. Cabrera holds a bachelor’s degree in business administration from Bradley University and a master’s degree in international management with a finance concentration from the Thunderbird School of Global Management and served in the U.S. Army. Mr. Cabrera’s qualifications include over 30 years of experience in corporate finance, corporate treasury and banking.
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Antonio del Valle Perochena
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![]() Age: 54
Director Since: 2013
Lead Director since February 2021
Board Committees:
Compensation (Chair), Governance and Nominating (Chair) |
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Background
Antonio del Valle Perochena has served on our Board of Directors since June 2013 and was appointed Lead Director in February 2021. He serves as the chair of the Compensation Committee, and as the chair of the Governance and Nominating Committee. Mr. del Valle Perochena also serves on the board of directors of Byline Bank, and serves as the chair of the Compensation Committee, and as the chair of the Governance and Nominating Committee of Byline Bank. Mr. del Valle Perochena has been the Chairman of the board of directors of Kaluz, S.A., which is the holding company for Mexichem, S.A.B. and Elementia, S.A., since September 2013 and has been the Chairman of the board of directors of Grupo Financiero Ve por Más, S.A. (BX+) since 2006. Prior to incorporating Kaluz and BX+, which are financial, industrial and construction enterprises, in 2003, Mr. del Valle Perochena worked at ING Group as Executive Vice President of Insurance and Pensions in Mexico from 1996 to 1999, and later as Director of New Projects of the direct banking business of the group, ING Direct, in Madrid, Spain from 1999 to 2001. Mr. del Valle Perochena has served as a director of Pochteca Group and Grupo Empresarial Kaluz since 2003 and as a director of Afianzadora Sofimex since 2004. Mr. del Valle Perochena holds a business administration degree and Masters in Management from Universidad Anáhuac. He also holds a Senior Management graduate degree at IPADE and a specialization in literature at the Iberoamericana University. Mr. del Valle Perochena’s qualifications include over 20 years of experience in the financial and business sectors.
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Mary Jo S. Herseth
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![]() Age: 64
Director Since: 2019
Board Committees: Risk
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Background
Mary Jo S. Herseth has served on our Board of Directors since April 2019. She serves as a member of the Risk Committee. Ms. Herseth also serves on the board of directors of Byline Bank and serves as the chair of the Executive Credit Committee, and as a member of the Risk, Trust, and ALCO Committees of Byline Bank. Ms. Herseth has more than 37 years of banking experience and brings significant credit approval and policy expertise to the Board. Ms. Herseth retired as Senior Vice President and National Head of Banking of BMO Private Bank- U.S. in 2017, where she was responsible for BMO’s private banking line of business at a national level. Prior to BMO, Ms. Herseth was Market Executive for Illinois and Michigan for US Trust, a part of Bank of America. She spent the majority of her career at LaSalle Bank where she was Executive Vice President and Head of Wealth Management in addition to other senior roles in Wealth Management and Commercial Banking. Currently, Ms. Herseth is chair elect of Dominican University. She also serves as a Board member and member of various board committees of Thresholds, Inc., and as a Board Member and Treasurer of Thresholds Health. Ms. Herseth received her Bachelor’s degree in Finance from Northern Illinois University, and her Master of Business Administration degree from Northwestern University’s J.L. Kellogg Graduate School of Management. Ms. Herseth is a recipient of the National Association of Women Business Owners corporate woman of achievement for 2011.
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Margarita Hugues Vélez
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![]() Age: 52
Director Since: 2022
Board Committees: Audit and Risk
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Background
Margarita Hugues Vélez has served on our Board of Directors since April 2022. She serves as member of the Audit and Risk Committees. Ms. Hugues Vélez also serves on the board of directors of Byline Bank and serves as member of the Audit and Risk Committees of Byline Bank. She currently is the Corporate Director at Grupo Kaluz, S.A. de C.V., which is the holding company for Orbia, S.A.B. de C.V. (formerly known as Mexichem, S.A.B. de C.V.) and Elementia Materiales, S.A.B. de C.V. and Fortaleza Materiales, S.A.B. de C.V. (formerly known as Elementia, S.A.B. de C.V.). Ms. Hugues Vélez is also part of the Board of Directors of Grupo Financiero Ve por Más, S.A. de C.V. since April 2022, and in the Boards of Directors of AXA Investment Management, S.A. de C.V. since 2015, Grupo Pochteca, S.A.B. de C.V. since 2016, Grupo Jumex, S.A. de C.V. since 2019 and the Board of Trustees of Nacional Monte de Piedad, I.A.P. since 2022. Ms. Hugues Vélez’ professional career encompasses senior leadership positions in relevant companies, including her role as General Counsel and Head of Corporate Affairs at Grupo Modelo, S.A.B. de C.V., where she also was Secretary of the Board of Directors and the Committees under the Board, as well as a member of the Board of Directors at Crown Imports, LLC, the joint venture between Grupo Modelo and Constellation Brands. Ms. Hugues Vélez holds a law degree from Universidad Panamericana and has also worked in Mexican and international law firms.
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Steven P. Kent
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![]() Age: 72
Director Since: 2019
Board Committees: Risk (Chair), Audit, Compensation, and Governance and Nominating
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Background
Steven P. Kent has served on our Board of Directors since June 2019, and serves as the chair of the Risk Committee, and as a member of the Audit, Compensation, and Governance and Nominating Committees. Mr. Kent also serves on the board of directors of Byline Bank, and serves as the chair of the Risk and Trust Committees, and as a member of the Audit, Executive Credit, Compensation, Governance and Nominating, and ALCO Committees of Byline Bank. Mr. Kent served as Vice Chairman and a managing director of the Financial Services Group at Piper Sandler Companies (formerly Piper Jaffray Companies) until January 2021, where he focused on merger and acquisition advisory and capital market transactions for financial services companies. Prior to joining Piper Sandler in October 2015, Mr. Kent co-founded and served as President of River Branch Capital from March 2011 through its sale to Piper Jaffray in September 2015. At River Branch, Mr. Kent advised client banking companies on capital management, equity recapitalizations, merger & acquisition transactions and private equity executions where, in select instances, affiliates of River Branch acted as an investing principal. From August 1998 through March 2011, Mr. Kent was a managing director and co-head of the Chicago office of Keefe, Bruyette & Woods (“KBW”), a boutique investment bank and broker-dealer that specializes in the financial services sector. Prior to joining KBW, Mr. Kent was an executive officer with Robert W. Baird and Co. (“Baird”) for 16 years, where he led strategic planning, fixed income capital markets and structured finance, and headed the firm’s Financial Services Investment Banking practice. From 1973 to 1982, Mr. Kent was an executive officer at two Midwestern multibank holding companies focusing on strategic planning, bank and trust investment portfolio management, asset and liability management, and commercial and government guaranteed credit origination. From 2012 to 2018, Mr. Kent served as a director and member of the finance and nominating committees of IFF, a Midwest-focused Community Development Financial Institution (“CDFI”) certified by the U.S. Department of the Treasury, which serves as a mission-driven lender, real estate consultant and developer that helps communities thrive by creating opportunities for low-income communities and people with disabilities. In January 2019, Mr. Kent was elected to join the board of the Community Reinvestment Fund, USA (“CRF”), a CDFI with a mission-driven strategy headquartered in Minneapolis. In 2020, Mr. Kent was elected to be a founding director of Ignify Technologies, a Public Benefit Corporation formed by CRF to commercialize its Spark Technology Platform to integrate and digitize the small business lending ecosystem.
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William G. Kistner
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![]() Age: 72
Director Since: 2018
Board Committees: Audit (Chair), Risk
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Background
William G. Kistner has served on our Board of Directors since April 2018, and serves as the chair of the Audit Committee, and as a member of the Risk Committee. Mr. Kistner also serves on the board of directors of Byline Bank, and serves as the chair of the Audit Committee, and as a member of the Risk Committee of Byline Bank. Mr. Kistner retired from Northwestern Memorial HealthCare (NMHC) in 2018. He joined NMHC in 2004 and in 2006 was appointed Vice President of Internal Audit where he rebuilt the Internal Audit function, developed a coordinated risk assessment methodology and audit work plans based upon organizational needs. He coordinated Audit Committee meetings and reported results of audits and projects to management, the Audit Committee, and the Board. Prior to joining NMHC in 2004, Mr. Kistner worked at Ernst & Young, LLP for 31 years. He was a Tax Partner for 19 years in the Chicago office where he served a variety of clients. Currently Mr. Kistner serves on the Board of Trustees of Loyola University Chicago. He is Chair of the Audit Committee and serves on the Finance and Executive Committees. Also, he is a member of the Board of Directors and Treasurer of Erie Family Health Centers. He is Chair of the Finance Committee and serves on the Executive Committee. Mr. Kistner received his Bachelor of Business Administration degree in accounting from Loyola University Chicago, his Master of Management degree in finance from the Kellogg Graduate School of Management and is a registered Certified Public Accountant.
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Alberto J. Paracchini
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![]() President Age: 52
Director Since: 2013
Board Committees: Risk
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Background
Alberto J. Paracchini has served as President and Director of Byline Bancorp, Inc. and as Chief Executive Officer, President and Director of Byline Bank since June 2013. He serves as member of the Risk Committee. Mr. Paracchini also serves as a member of the Risk, Executive Credit and ALCO Committees of Byline Bank. Prior to joining Byline, Mr. Paracchini served as Principal for BXM Holdings, Inc., an investment fund specializing in community bank investments, from October 2010 to June 2013 and spent 16 years at Popular, Inc., where he held numerous leadership positions in both its banking and mortgage subsidiaries. From January 2010 through May 2010, Mr. Paracchini was Executive Vice President at Midwest Bank & Trust. From 2006 through 2008, Mr. Paracchini served as President and Chief Financial Officer of Popular Financial Holdings and Chief Financial Officer of E-Loan, an internet banking and mortgage company. Prior to 2006, Mr. Paracchini spent 13 years at Banco Popular North America, where he held several senior leadership roles including Chief Financial Officer, Treasurer and the head of all operations and technology functions. Mr. Paracchini currently serves as a member of Kemper Corporation’s Board of Directors, Audit and Risk Committees, he is a member of the Cook County Council of Economic Advisors and Economic Club of Chicago, and a member of the Board of Junior Achievement. Mr. Paracchini holds a bachelor’s degree from Marquette University and an M.B.A. from the University of Chicago Booth School of Business. Mr. Paracchini’s qualifications to serve as a member of our Board of Directors include his extensive experience in the financial services industry and his demonstrated leadership skills.
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Byline Committees
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Audit
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Compensation
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Governance
and Nominating |
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Risk
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Roberto R. Herencia
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Phillip R. Cabrera
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Antonio del Valle Perochena
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Mary Jo S. Herseth | | | | | | | | | | | |
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Margarita Hugues Vélez
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Steven P. Kent
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William G. Kistner
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Alberto J. Paracchini
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Members
William G. Kistner (Chair)
Phillip R. Cabrera Margarita Hugues Vélez Steven P. Kent Meetings in 2022
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The Audit Committee’s duties and responsibilities include the following:
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Appoints, evaluates and determines the compensation of our independent auditors.
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Reviews and approves the scope of the annual audit and quarterly reviews, the audit and quarterly review fees, any additional services provided by the independent auditors and the related fees, the financial statements, significant accounting policy changes, material weaknesses identified by outside auditors or the internal audit function and risk management issues.
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Prepares the Audit Committee report for inclusion in our proxy statement for our annual meeting, and reviews regulatory reports before they are filed with the SEC.
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Reviews disclosure controls and procedures, internal controls, internal audit function and corporate policies with respect to financial information.
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Assists the Board of Directors in monitoring our compliance with applicable legal and regulatory requirements.
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Oversees investigations into complaints concerning financial matters, if any.
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Reviews other risks that may have a significant impact on our financial statements.
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Annually reviews the Audit Committee charter and the Committee’s performance.
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Members
Antonio del Valle Perochena (Chair)
Phillip R. Cabrera Steven P. Kent Meetings in 2022
5 |
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The Compensation Committee’s duties and responsibilities include the following:
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Reviews and approves the Company’s executive compensation structure, including salary, bonus, incentive and equity compensation.
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Reviews and approves objectives relevant to the compensation of the Chief Executive Officer and other executive officers.
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Evaluates performance against the objectives established for the Chief Executive Officer and determines and approves, or recommends to the Board for approval, the compensation of the Chief Executive Officer based on its evaluation.
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Makes recommendations to the Board with respect to the Company’s compensation plans that are subject to Board approval, discharges any responsibilities imposed on the Committee by any of these plans, and approves and recommends to the Board any new equity compensation plan or any material change to an existing equity compensation plan.
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Reviews, approves and makes recommendations to the Board concerning the compensation of the non-employee directors of the Company.
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Oversees and reviews periodically, as it deems appropriate, the administration of the Company’s employee benefits plans and any material amendments to such plans.
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Reviews and recommends to the Board for approval the frequency with which the Company will conduct advisory votes on executive compensation, and review and evaluate the results of such advisory votes in the context of future decisions regarding executive compensation.
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Review and monitor matters related to human capital management, including Company culture, talent development, diversity, equity and inclusion (DEI) programs and initiatives and other environmental, social and governance (ESG) matters.
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Evaluates performance in relation to the Compensation Committee charter.
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Members
Antonio del Valle Perochena (Chair)
Phillip R. Cabrera Steven P. Kent Meetings in 2022
4 |
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The Governance and Nominating Committee’s duties and responsibilities include the following:
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Identifies individuals qualified to be directors consistent with the criteria approved by the Board of Directors, subject to any waivers granted by the Board, and recommends director nominees to the full Board of Directors.
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Develops and recommends to the Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director.
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Reviews and makes recommendations to the Board regarding Board compensation.
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Oversees strategy and programs related to the Company’s ESG efforts.
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Leads the Board of Directors in its annual performance review.
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Takes a leadership role in shaping the corporate governance of our organization.
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Members
Steven P. Kent (Chair)
Roberto R. Herencia Mary Jo S. Herseth Margarita Hugues Vélez William G. Kistner Alberto J. Paracchini Meetings in 2022
10 |
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The Risk Committee’s duties and responsibilities include the following:
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Monitor management’s assessment of the Company’s aggregate enterprise-wide risk profile.
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Review and recommend to the Board the articulation and establishment of the Company’s risk tolerance and risk appetite.
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Oversee risk management infrastructure, profile, and critical risk management policies, including the charter of the Risk Management Committee.
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Evaluate management’s activities with respect to capital planning, including stress testing and compliance with risk-based capital standards.
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Provide input regarding the Chief Risk Officer’s performance and the adequacy of the Bank’s risks management functions.
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Fees Earned
or Paid in Cash(1) ($) |
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Stock
Awards(2)(3) ($) |
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Total
($) |
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Phillip R. Cabrera | | | | | 112,125 | | | | | | | — | | | | | | | 112,125 | | | |
Antonio del Valle Perochena
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| | | | 135,000 | | | | | | | — | | | | | | | 135,000 | | | |
Mary Jo S. Herseth | | | | | 109,583 | | | | | | | 17,074 | | | | | | | 126,657 | | | |
Margarita Hugues Vélez | | | | | 41,944 | | | | | | | 50,011 | | | | | | | 91,955 | | | |
Steven P. Kent | | | | | 120,042 | | | | | | | — | | | | | | | 120,042 | | | |
William G. Kistner | | | | | 100,000 | | | | | | | 33,669 | | | | | | | 133,669 | | | |
Steven M. Rull | | | | | 50,917 | | | | | | | — | | | | | | | 50,917 | | | |
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Proposal 2
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![]() The board recommends a vote FOR this proposal
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To approve an amendment to the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan to increase the number of shares available for issuance under the plan
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The Company’s 2017 Omnibus Incentive Compensation Plan (“2017 Omnibus Plan”) was adopted by the Board of Directors on June 6, 2017, and became effective when it was approved by stockholders on June 14, 2017. As of March 1, 2023, only 142,913 shares of common stock remain available for new award grants under the 2017 Omnibus Plan.
The purpose of the 2017 Omnibus Plan is to promote the long-term financial success of the Company and its subsidiaries by providing a means to attract, retain and reward individuals who can and do contribute to such successes, and to further align their interests with those of the Company’s stockholders.
At the Annual Meeting, stockholders will be requested to approve an amendment to the 2017 Omnibus Plan to add 1,050,000 shares to the number of shares to allow for continued use of equity incentives through the Plan expiration in 2027.
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Proposal 3
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![]() The board recommends a vote FOR this proposal
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Approval of, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in this Proxy Statement
|
| |||
|
During the fiscal year ended December 31, 2022, we exited “emerging growth company” status as defined in the Jumpstart Our Business Startups Act. As such, our stockholders will have their first opportunity to cast a non-binding advisory vote to approve our executive compensation at the Annual Meeting in 2023 known as “Say-on-Pay”. We have historically been regularly connected to our largest investors. As we continue to evolve, we intend to broaden our stockholder engagement efforts and facilitate open and ongoing dialogues with key stakeholders to help ensure that we have a regular pulse on investor perspectives. In the future, we will consider the feedback we receive from our major stockholders as well as the outcome of Say-on-Pay votes when making compensation decisions regarding our named executive officers (“NEOs”). Following the Say-on-Pay vote at the Annual Meeting and depending on the outcome of Proposal No. 4 (regarding the frequency of future Say-on-Pay votes), our next Say-on-Pay vote is expected to occur at our 2024 annual meeting of stockholders.
As required pursuant to Section 14A of the Exchange Act, we are providing stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. As discussed above, although this vote is advisory and thus non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of this Say-on-Pay vote when evaluating our compensation philosophy, policies and practices.
|
|
|
Proposal 4
|
| |
![]() The board recommends a vote FOR this proposal
|
|
|
Approval of, on an advisory (non-binding) basis, the frequency of future Stockholder advisory votes to approve the compensation of the Company’s named executive officers
|
| |||
|
As required by Section 14A of the Exchange Act, every six years, the Company will provide stockholders with an opportunity to vote to approve, on an advisory basis, the frequency of the Say-on-Pay vote as described in Proposal No. 3. We are asking stockholders whether future Say-on-Pay votes should be held every year.
|
|
|
Proposal 5
|
| |
![]() The board recommends a vote FOR this proposal
|
|
|
Ratification of Independent Registered Public Accounting Firm
|
| |||
|
Under its charter, the Audit Committee has the sole authority to appoint or replace our independent registered public accounting firm, subject to stockholder approval, and has direct responsibility for the compensation and oversight of such firm. Our independent registered public accounting firm for the fiscal year ended December 31, 2022, was Moss Adams LLP (“Moss Adams”) and the Audit Committee has engaged Moss Adams for the fiscal year ending December 31, 2023.
|
|
| | | |
2022
|
| |
2021
|
| ||||||||
| Audit Fees | | | | $ | 980,000 | | | | | | $ | 819,000 | | | |
| Audit-Related Fees | | | | $ | 23,000 | | | | | | $ | 19,000 | | | |
| Total | | | | $ | 1,003,000 | | | | | | $ | 838,000 | | | |
| | | | William G. Kistner (Chair) Phillip R. Cabrera Steven P. Kent Margarita Hugues Vélez |
|
Named Executive Officer
|
| |
Principal Position
|
|
Roberto Herencia | | | Executive Chairman and Chief Executive Officer | |
Alberto J. Paracchini | | | President | |
Thomas J. Bell III(1) | | | Executive Vice President, Chief Financial Officer and Treasurer | |
Thomas S. Abraham | | | President, Byline Small Business Capital | |
Brogan M. Ptacin | | | Head of Commercial Banking | |
Lindsay Corby(2) | | | Former Executive Vice President, Chief Financial Officer | |
|
![]() |
| | | | | | | |
![]() |
|
|
Pay for Performance
•
We base our annual incentive compensation programs on the achievement of corporate and individual performance measures that are tied directly to our business strategy.
•
We link a significant portion of compensation to performance using short-term (cash) and long-term (equity) compensation.
Emphasize Long term Performance
•
Equity programs reward performance over a three-year time horizon.
Equity Awards
•
We grant equity awards that have “double trigger” equity vesting provisions upon a change in control.
Stock Ownership Commitment
•
Our stock ownership policy ensures that our executive officers and directors own an appropriate amount of our common stock, which aligns their interests with our stockholders.
Clawbacks
•
Our policy requires the recoupment of any excess incentive compensation paid to our executive officers if we are required to restate our financial statements due to material noncompliance with any financial reporting requirement under applicable securities laws.
Risk Management
•
Our compensation plans are evaluated annually by our risk management professionals and our Compensation Committee, as part of its effort to ensure our compensation plans do not encourage imprudent risk taking.
•
We employ a variety of performance metrics to deter excessive risk-taking by elimination any incentive focus on a single performance goal.
•
We have built in appropriate levels of discretion to adjust incentive payouts if results are not aligned with credit quality, regulatory compliance, or leading indicators of future financial results.
Compensation Benchmarking
•
We use a defined peer group for benchmarking, and the Compensation Committee periodically reviews the peer group to ensure the peer companies remain relevant and appropriate.
Engage Independent Advisor
•
The Compensation Committee uses the services of an independent compensation consultant.
|
| | | | | | | |
No Hedging or Pledging of Company Stock
•
We have a policy that prohibits all executive officers and directors from entering into any transaction designed to hedge or offset changes in the market value of our stock. The policy also prohibits holding our stock in a brokerage margin account or pledging our stock as collateral for a loan.
No Extensive Use of Employment Agreements
•
We limit the use of employment agreements to our Executive Chairman and CEO, President, CFO, and the President of our Small Business Capital business unit.
No Significant Perquisites
•
We do not provide significant perquisites to our executive officers.
No Golden Parachute Tax Grossups
•
We do not allow for tax grossups under employment agreements or other severance plans.
No Multiyear Compensation Guarantees.
•
Our employment agreements and compensation plans generally do not provide for any multiyear compensation guarantees.
No Unearned Dividends Paid
•
We accrue dividends on performance based restricted stock awards during performance periods, but the dividends are not paid until the award vests.
|
|
|
Key Elements
|
| ||||||
|
Pay Element
|
| |
Form
|
| |
Performance Metric
|
|
| Base Salary | | |
Cash
|
| |
•
Base salary is set at market-competitive levels
|
|
|
Short-Term Incentives
|
| |
Cash
|
| |
•
70% Corporate Financial Performance (Corporate Scorecard)
•
30% Individual Performance
|
|
|
Long-Term Incentives
|
| |
50%
Performance Shares
|
| |
•
Three-year relative return on average assets (ROAA)
|
|
|
50%
Restricted Shares
|
| |
•
Stock price
|
|
Pay Element
|
| |
How It’s Paid
|
| |
Purpose
|
|
Base Salary | | | Cash (Fixed) | | | Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent. | |
Short-Term Incentives | | | Cash (Variable) | | | Tie a significant portion of our executives’ cash compensation opportunities to the attainment of performance goals that we believe will help us attain short- and long-term business objectives. | |
Long-Term Incentives | | | Equity (Variable) | | | Provide incentives for executive officers to execute on longer-term financial goals that drive the creation of stockholder value and also support the Company’s leadership retention objectives. | |
|
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| | | | |
![]() |
|
Named Executive Officer
|
| |
2021 Base Salary
|
| |
2022 Base Salary
|
| |
% Increase
|
| ||||||||||||
Roberto Herencia | | | | $ | 825,000 | | | | | | $ | 825,000 | | | | | | | 0 | % | | |
Alberto J. Paracchini | | | | $ | 615,000 | | | | | | $ | 615,000 | | | | | | | 0 | % | | |
Thomas J. Bell III | | | | $ | 256,000 | | | | | | $ | 350,000 | | | | | | | 37 | % | | |
Thomas S. Abraham | | | | $ | 400,000 | | | | | | $ | 420,000 | | | | | | | 5 | % | | |
Brogan M. Ptacin | | | | $ | 335,000 | | | | | | $ | 347,000 | | | | | | | 4 | % | | |
Lindsay Corby(1) | | | | $ | 385,000 | | | | | | $ | 425,000 | | | | | | | 10 | % | | |
Named Executive Officer
|
| |
Target Award Opportunity
(as a % of base salary) |
| |
Corporate
Goal Weighting |
| |
Individual
Performance Weighting |
| ||||||||||||
Roberto Herencia | | | | | 75 | % | | | | | | 70 | % | | | | | | 30 | % | | |
Alberto J. Paracchini | | | | | 55 | % | | | | | | 70 | % | | | | | | 30 | % | | |
Thomas J. Bell III | | | | | 45 | % | | | | | | 70 | % | | | | | | 30 | % | | |
Thomas S. Abraham(1) | | | | | 45 | % | | | | | | 100 | % | | | | | | 0 | % | | |
Brogan M. Ptacin | | | | | 40 | % | | | | | | 70 | % | | | | | | 30 | % | | |
Lindsay Corby(2) | | | | | 45 | % | | | | | | 70 | % | | | | | | 30 | % | | |
| | | | | | | | |
Final 2022 Performance
|
| |||||||||
Dollars in thousands
|
| |
Weight
|
| |
Target
|
| |
Actual
|
| |
Score
|
| ||||||
1)
Loan Quality / Operational Soundness
|
| |
20%
|
| | | | | | | | | | | | | 19.93% | | |
Classified Asset Ratio(1) | | |
10%
|
| |
15.00%
|
| | | | 15.64% | | | | | | 9.57% | | |
NPAs / Assets(2) | | |
10%
|
| |
0.57%
|
| | | | 0.55% | | | | | | 10.36% | | |
2)
Growth
|
| |
20%
|
| |
|
| | | | | | | | | | 20.96% | | |
Total Loans Excluding PPP | | |
10%
|
| |
$4,941,515
|
| | | $ | 5,420,218 | | | | | | 10.97% | | |
Total Core Deposits | | |
10%
|
| |
4,774,785
|
| | | | 4,772,194 | | | | | | 9.99% | | |
3)
Profitability
|
| |
60%
|
| | | | | | | | | | | | | 67.29% | | |
ROA | | |
40%
|
| |
1.12%
|
| | | | 1.29% | | | | | | 46.01% | | |
Efficiency Ratio | | |
10%
|
| |
58.64%
|
| | | | 54.70% | | | | | | 10.67% | | |
Fee Income / Average Assets(3) | | |
10%
|
| |
0.33%
|
| | | | 0.35% | | | | | | 10.61% | | |
Total | | |
100%
|
| |
|
| | | | | | | | | | 108.18% | | |
| | |
75%
|
| | | | | | | 120% | | | | | | | | |
Net Income
|
| |
56,431
|
| |
75,242
|
| | | | 90,419 | | | | |
Byline — Small Business Capital
|
| | | | | | | | | | | | | | | | | | | ||||||
2022 STI Objectives
|
| | | | | | | | | | | | | |
Final 2022 Performance
|
| |||||||||
Dollars in thousands
|
| |
Weight
|
| |
Target
|
| |
Actual
|
| |
Score
|
| ||||||||||||
1) SBC Pre-Tax Pre-FTP Net Income(1) | | | | | 25% | | | | | | 48,269 | | | | | | 53,479 | | | | | | 30.40% | | |
2) SBC Pre-Tax Pre-FTP Return on Average Assets(2)
|
| | | | 20% | | | | | | 7.06% | | | | | | 7.63% | | | | | | 23.24% | | |
3) SBC NPAs / Assets(3) | | | | | 25% | | | | | | 3.42% | | | | | | 2.69% | | | | | | 45.60% | | |
4) SBC Noninterest Expense / Average Assets | | | | | 10% | | | | | | 4.90% | | | | | | 4.87% | | | | | | 10.51% | | |
5) Byline Bancorp, Inc. Net Income(4) | | | | | 20% | | | | | $ | 75,242 | | | | | $ | 90,419 | | | | | | 28.07% | | |
Total
|
| | | | 100% | | | | | | | | | | | | | | | | | | 137.82% | | |
Named Executive Officer
|
| |
2022 Target
(% of Salary) |
| |
2022 Target
($) |
| |
Corporate
Performance Results (%) |
| |
Individual
Performance Results (%) |
| |
2022
Actual ($) |
| |
2022
Actual (% of Salary) |
| ||||||||||||||||||||||||
Roberto Herencia | | | | | 75 | | | | | | | 618,750 | | | | | | | 108.18 | | | | | | | 125 | | | | | | | 700,603 | | | | | | | 84.9 | | | |
Alberto J. Paracchini | | | | | 55 | | | | | | | 338,250 | | | | | | | 108.18 | | | | | | | 100 | | | | | | | 357,628 | | | | | | | 58.2 | | | |
Thomas J. Bell III | | | | | 45 | | | | | | | 157,500 | | | | | | | 108.18 | | | | | | | 100 | | | | | | | 166,523 | | | | | | | 47.6 | | | |
Thomas S. Abraham | | | | | 45 | | | | | | | 189,000 | | | | | | | 137.82 | | | | | | | N/A | | | | | | | 260,475 | | | | | | | 62.0 | | | |
Brogan M. Ptacin | | | | | 40 | | | | | | | 138,800 | | | | | | | 108.18 | | | | | | | 135 | | | | | | | 161,326 | | | | | | | 46.5 | | | |
Award Type
|
| |
Weighting
|
| |
Design At-a-Glance
|
|
Performance Shares
|
| |
50%
|
| |
Performance shares align executive pay with achievement of financial metrics that are the most impactful to stockholders. Vesting is dependent on the achievement of specified goals and is measured at the end of a three-year performance period.
The 2022 performance shares are tied to Byline’s three-year (2022-2024) Return on Average Assets (ROAA) as compared to a custom peer group of approximately 100 publicly traded bank holding companies ranging in asset size from 50% to 200% of Byline’s total assets. Performance will be measured cumulatively at the end of the performance period. Threshold, target, and superior performance levels are set at the 25th, 50th and 75th percentiles of the peer index, respectively. ROAA is defined as net income as a percent of average assets.
Our named executive officers may earn 25% of their target opportunity for threshold-level performance, up to 100% of their target opportunity, and up to 150% of their target opportunity for superior-level performance. Amounts between threshold and superior are interpolated to reward incremental achievement and no amounts are paid with respect to a particular performance metric if actual results are below threshold.
|
|
Time-Based Restricted Shares
|
| |
50%
|
| | Time-based restricted shares vest equally over three years on the anniversary date of the grant. Awards vest automatically upon 1) death, 2) termination of employment due to disability and 3) termination following a change-in-control. | |
Named Executive Officer
|
| |
Target as a %
of Base Salary |
| |
Target
Performance Shares(1) ($) |
| |
Target
Restricted Shares(1) ($) |
| |
Total Target
Award Value ($) |
| ||||||||||||||||
Roberto Herencia | | | | | 85 | % | | | | | | 350,637 | | | | | | | 350,637 | | | | | | | 701,274 | | | |
Alberto J. Paracchini | | | | | 60 | % | | | | | | 184,502 | | | | | | | 184,502 | | | | | | | 369,004 | | | |
Thomas J. Bell III | | | | | 30 | % | | | | | | 38,405 | | | | | | | 38,406 | | | | | | | 76,811 | | | |
Thomas S. Abraham(2) | | | | | 45 | % | | | | | | N/A | | | | | | | 180,025 | | | | | | | 180,025 | | | |
Brogan M. Ptacin | | | | | 40 | % | | | | | | 66,994 | | | | | | | 67,020 | | | | | | | 134,014 | | | |
Lindsay Corby(3) | | | | | 60 | % | | | | | | 115,512 | | | | | | | 115,513 | | | | | | | 231,025 | | | |
Metric
|
| |
Threshold
(50% Payout) |
| |
Target
(100% Payout) |
| |
Superior
(150% Payout) |
| |
Actual Rank
|
| |
Actual Payout
(as a % of Target) |
|
Relative ROAA
|
| |
25th Percentile
|
| |
50th Percentile
Peer Avg. ROAA = 1.14% |
| |
75th Percentile
|
| |
Byline Avg.
ROAA 1.17% |
| |
107.39%
|
|
Position
|
| |
Aggregate Values of Shares Owned
|
|
Executive Chairman and CEO | | | 5x Base Salary | |
President | | | 3x Base Salary | |
Other Executive Officers | | | 1x Base Salary | |
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
|
| |
Stock
Awards(2) |
| |
Non-equity
Incentive Plan Compensation(3) |
| |
All Other
Compensation(4) |
| |
Total
|
| ||||||||||||||||||||||||
Roberto R. Herencia
Executive Chairman and Chief Executive Officer |
| | | | 2022 | | | | | | $ | 824,995 | | | | | | $ | 701,274 | | | | | | $ | 700,603 | | | | | | $ | 37,287 | | | | | | $ | 2,264,159 | | | |
| | | 2021 | | | | | | $ | 825,000 | | | | | | $ | 2,062,509 | | | | | | $ | 928,125 | | | | | | $ | 34,349 | | | | | | $ | 3,849,983 | | | | ||
Alberto J. Paracchini
President |
| | | | 2022 | | | | | | $ | 614,996 | | | | | | $ | 369,004 | | | | | | $ | 357,628 | | | | | | $ | 29,175 | | | | | | $ | 1,370,803 | | | |
| | | 2021 | | | | | | $ | 615,000 | | | | | | $ | 369,037 | | | | | | $ | 507,375 | | | | | | $ | 29,395 | | | | | | $ | 1,520,807 | | | | ||
| | | 2020 | | | | | | $ | 608,750 | | | | | | $ | 282,520 | | | | | | $ | 253,688 | | | | | | $ | 12,609 | | | | | | $ | 1,157,566 | | | | ||
Thomas J. Bell III
Chief Financial Officer & Treasurer |
| | | | 2022 | | | | | | $ | 297,968 | | | | | | $ | 76,811 | | | | | | $ | 166,523 | | | | | | $ | 13,730 | | | | | | $ | 555,032 | | | |
Brogan M. Ptacin
Head of Commercial Banking |
| | | | 2022 | | | | | | $ | 345,998 | | | | | | $ | 134,014 | | | | | | $ | 161,326 | | | | | | $ | 36,208 | | | | | | $ | 677,546 | | | |
| | | 2021 | | | | | | $ | 334,125 | | | | | | $ | 124,665 | | | | | | $ | 201,308 | | | | | | $ | 33,788 | | | | | | $ | 693,886 | | | | ||
| | | 2020 | | | | | | $ | 326,469 | | | | | | $ | 110,530 | | | | | | $ | 242,490 | | | | | | $ | 33,315 | | | | | | $ | 712,804 | | | | ||
Thomas S. Abraham
President of Small Business Capital |
| | | | 2022 | | | | | | $ | 418,331 | | | | | | $ | 180,025 | | | | | | $ | 260,475 | | | | | | $ | 89,885 | | | | | | $ | 948,715 | | | |
| | | 2021 | | | | | | $ | 400,000 | | | | | | $ | 120,017 | | | | | | $ | 144,000 | | | | | | $ | 21,712 | | | | | | $ | 685,729 | | | | ||
| | | 2020 | | | | | | $ | 400,000 | | | | | | $ | 120,015 | | | | | | $ | 84,000 | | | | | | $ | 11,592 | | | | | | $ | 615,607 | | | | ||
Lindsay Corby
Former EVP and Chief Financial Officer |
| | | | 2022 | | | | | | $ | 293,363 | | | | | | $ | 231,025 | | | | | | | — | | | | | | $ | 13,372 | | | | | | $ | 537,760 | | | |
| | | 2021 | | | | | | $ | 381,875 | | | | | | $ | 187,230 | | | | | | $ | 231,000 | | | | | | $ | 13,275 | | | | | | $ | 813,380 | | | | ||
| | | 2020 | | | | | | $ | 356,250 | | | | | | $ | 132,020 | | | | | | $ | 108,000 | | | | | | $ | 13,275 | | | | | | $ | 609,545 | | | |
Name
|
| |
Perquisites and
Other Benefits(a) |
| |
Contributions
to Defined Contribution Plans(b) |
| |
Insurance
Premiums(c) |
| |
Other Cash(d)
|
| |
Total
|
| ||||||||||||||||||||
Roberto R. Herencia
|
| | | $ | 22,572 | | | | | | $ | 12,200 | | | | | | $ | 2,515 | | | | | | | — | | | | | | $ | 37,287 | | | |
Alberto J. Paracchini
|
| | | $ | 16,006 | | | | | | $ | 12,200 | | | | | | $ | 969 | | | | | | | — | | | | | | $ | 29,175 | | | |
Thomas J. Bell III | | | | $ | 900 | | | | | | $ | 12,200 | | | | | | | — | | | | | | $ | 630 | | | | | | $ | 13,730 | | | |
Brogan M. Ptacin | | | | $ | 24,008 | | | | | | $ | 12,200 | | | | | | | — | | | | | | | — | | | | | | $ | 36,208 | | | |
Thomas S. Abraham
|
| | | $ | 9,900 | | | | | | $ | 11,609 | | | | | | | — | | | | | | $ | 68,376 | | | | | | $ | 89,885 | | | |
Lindsay Corby | | | | $ | 600 | | | | | | $ | 12,200 | | | | | | $ | 572 | | | | | | | — | | | | | | $ | 13,372 | | | |
| | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts Under
Performance Share Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of shares (#)(3) |
| |
Grant Date
Fair Value of Stock Award ($)(4) |
| ||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||
Roberto R. Herencia
|
| | | | 2/22/2022 | | | | | | | 433,125 | | | | | | | 618,750 | | | | | | | 1,237,500 | | | | | | | 3,250 | | | | | | | 13,001 | | | | | | | 19,502 | | | | | | | 13,001 | | | | | | | 701,274 | | | |
Alberto J. Paracchini
|
| | | | 2/22/2022 | | | | | | | 236,775 | | | | | | | 338,250 | | | | | | | 676,500 | | | | | | | 1,710 | | | | | | | 6,841 | | | | | | | 10,262 | | | | | | | 6,841 | | | | | | | 369,004 | | | |
Thomas J. Bell III | | | | | 2/22/2022 | | | | | | | 110,250 | | | | | | | 157,500 | | | | | | | 315,000 | | | | | | | 356 | | | | | | | 1,424 | | | | | | | 2,136 | | | | | | | 1,424 | | | | | | | 76,811 | | | |
Brogan M. Ptacin | | | | | 2/22/2022 | | | | | | | 97,160 | | | | | | | 138,800 | | | | | | | 277,600 | | | | | | | 621 | | | | | | | 2,484 | | | | | | | 3,726 | | | | | | | 2,485 | | | | | | | 134,014 | | | |
Thomas S. Abraham
|
| | | | 2/22/2022 | | | | | | | 189,000 | | | | | | | 189,000 | | | | | | | 378,000 | | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | | | | | 6,675 | | | | | | | 180,025 | | | |
Lindsay Corby | | | | | 2/22/2022 | | | | | | | 133,875 | | | | | | | 191,250 | | | | | | | 382,500 | | | | | | | 1,071 | | | | | | | 4,283 | | | | | | | 6,425 | | | | | | | 4,283 | | | | | | | 231,025 | | | |
| | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date(2) |
| |
Grant Date
|
| |
Number of
Shares or Units of Stock that Have Not Vested (#)(3) |
| |
Market
Value of Shares or Units of Stock that Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| ||||||||||||||||||||||||||||||||||||
Roberto R. Herencia
|
| | | | 6/26/2015 | | | | | | | 214,494 | | | | | | $ | 11.18 | | | | | | | 6/26/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/19/2021 | | | | | | | 36,491 | | | | | | $ | 838,198 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | 13,001 | | | | | | $ | 298,633 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 13,001 | | | | | | $ | 298,633 | | | |
Alberto J. Paracchini
|
| | | | 6/26/2015 | | | | | | | 214,494 | | | | | | $ | 11.18 | | | | | | | 6/26/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | 8,072 | | | | | | $ | 185,414 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/28/2020 | | | | | | | 2,690 | | | | | | $ | 61,789 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2021 | | | | | | | | | | | | | | | | | | | | | 9,526 | | | | | | $ | 218,812 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2021 | | | | | | | 6,350 | | | | | | $ | 145,860 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 6,841 | | | | | | $ | 157,138 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | 6,841 | | | | | | $ | 157,138 | | | | | | | | | | | | | | | | | |
Thomas J. Bell III | | | | | 6/26/2015 | | | | | | | 43,497 | | | | | | $ | 11.18 | | | | | | | 6/26/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | 1,786 | | | | | | $ | 41,024 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/28/2020 | | | | | | | 595 | | | | | | $ | 13,667 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2021 | | | | | | | | | | | | | | | | | | | | | 1,614 | | | | | | $ | 37,074 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2021 | | | | | | | 1,076 | | | | | | $ | 24,716 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 1,424 | | | | | | $ | 32,709 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | 1,424 | | | | | | $ | 32,709 | | | | | | | | | | | | | | | | | |
Brogan M. Ptacin | | | | | 5/31/2018 | | | | | | | 11,812 | | | | | | $ | 11.65 | | | | | | | 12/15/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2018 | | | | | | | 11,812 | | | | | | $ | 11.65 | | | | | | | 12/16/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2018 | | | | | | | 9,450 | | | | | | $ | 10.59 | | | | | | | 12/17/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2018 | | | | | | | 9,450 | | | | | | $ | 12.70 | | | | | | | 12/20/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/28/2020 | | | | | | | | | | | | | | | | | | | | | 3,158 | | | | | | $ | 72,539 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/28/2020 | | | | | | | 1,052 | | | | | | $ | 24,164 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2021 | | | | | | | | | | | | | | | | | | | | | 3,218 | | | | | | $ | 73,917 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2021 | | | | | | | 2,145 | | | | | | $ | 49,271 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | 2,484 | | | | | | $ | 57,057 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | 2,485 | | | | | | $ | 57,080 | | | | | | | | | | | | | | | | | |
Thomas S. Abraham
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/28/2020 | | | | | | | 2,286 | | | | | | $ | 52,509 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2021 | | | | | | | 4,130 | | | | | | $ | 94,866 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | 6,675 | | | | | | $ | 153,325 | | | | | | | | | | | | | | | | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($)(1) |
| |
Number of Shares
Acquired on Vesting (#)(2) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||||||
Roberto R. Herencia
|
| | | | 214,494 | | | | | | | 3,011,496 | | | | | | | 36,492 | | | | | | | 838,221 | | | |
Alberto J. Paracchini
|
| | | | 214,494 | | | | | | | 3,376,136 | | | | | | | 13,735 | | | | | | | 365,575 | | | |
Thomas J. Bell III | | | | | | | | | | | | | | | | | | | 3,858 | | | | | | | 102,267 | | | |
Brogan M. Ptacin | | | | | | | | | | | | | | | | | | | 9,697 | | | | | | | 251,947 | | | |
Thomas S. Abraham
|
| | | | | | | | | | | | | | | | | | 6,909 | | | | | | | 176,436 | | | |
Lindsay Corby | | | | | 97,496 | | | | | | | 1,257,851 | | | | | | | 7,300 | | | | | | | 194,067 | | | |
Named Executive
Officer |
| |
Entity who
entered into the Agreement |
| |
Effective
Date of the Agreement |
| |
Initial Term
|
| |
Extensions
|
| |
Renewals
|
| |
Position
|
| |
Reporting to
|
|
Roberto R. Herencia | | |
Byline Bancorp and Byline Bank
|
| | 02/12/2021 | | | 3 years | | |
Automatic 1-year extension unless notification is provided
|
| | N/A | | |
Executive Chairman and Chief Executive Officer
|
| |
Board of Directors
|
|
Alberto J. Paracchini
|
| |
Byline Bank
|
| | 01/21/2016 | | | 3 years | | |
Automatic 1-year extension unless notification is provided
|
| |
Renewed in January of 2023
|
| |
President of Byline Bancorp, President & CEO of Byline Bank
|
| |
Board of Directors(1)
|
|
Thomas J. Bell III | | |
Byline Bank
|
| | 04/05/2023 | | | 3 years | | |
Automatic 1-year extension unless notification is provided
|
| | N/A | | |
Chief Financial Officer and Treasurer
|
| |
CEO of Byline Bancorp
|
|
Thomas S. Abraham | | |
Byline Bank
|
| | 12/16/2019 | | |
3-year anniversary from acceptance of Agreement
|
| |
Automatic 1-year extension unless notification is provided
|
| | N/A | | |
President of the Small Business Capital
|
| | CEO of Byline Bank(1) | |
Named Executive Officer
|
| |
Annual
Base Salary(1) |
| |
Participation
in Executive Incentive Plan (“EIP”) |
| |
EIP Annual
Bonus Opportunity(2) |
| |
Participation
in Long Term Incentive program (“LTIP”)(2) |
|
Roberto R. Herencia | | |
$825,000
|
| |
Yes
|
| |
up to 75% of
annual base salary |
| |
Yes
|
|
Alberto J. Paracchini | | |
$615,000
|
| |
Yes
|
| |
up to 75% of
annual base salary |
| |
Yes
|
|
Thomas J. Bell III | | |
$415,000
|
| |
Yes
|
| |
45% of
annual base salary |
| |
Yes
|
|
Thomas S. Abraham | | |
$420,000
|
| |
Yes
|
| |
30% of
annual base salary |
| |
Yes
|
|
Named Executive Officer
|
| |
Termination due to
Death or Disability(1) |
| |
Termination without
“cause”(2) and not due to disability or executive resigns for “good reason” |
| |
Termination without
“cause”(2) and not due to disability or executive resigns for “good reason”(3) following a “change in control”(4) |
| |
Payment for
“special change in control”(5) |
|
Roberto R. Herencia | | | (1) any earned but unpaid award under the Executive Incentive Plan (“EIP”) with respect to any fiscal year ending on or preceding the date of termination (“Unpaid EIP”); (2) a prorata portion of the EIP award for the fiscal year in which termination occurs based on actual performance (“Pro Rata Bonus”); and (3) in the event of death, a lump sum cash amount of $750,000, which may be in the form of a life insurance policy, at the discretion of Byline | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount to be paid in cash over 24 months following termination equal to the sum of (i) 2.0 times the sum of annual base salary and the target EIP amount(6) and (ii) the Applicable COBRA Amount(7) | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount equal to the sum of (i) 2.99 times the sum of annual base salary and the target EIP amount(6) and (ii) the Applicable COBRA Amount(7) | | | N/A | |
Named Executive Officer
|
| |
Termination due to
Death or Disability(1) |
| |
Termination without
“cause”(2) and not due to disability or executive resigns for “good reason” |
| |
Termination without
“cause”(2) and not due to disability or executive resigns for “good reason”(3) following a “change in control”(4) |
| |
Payment for
“special change in control”(5) |
|
Alberto J. Paracchini | | | (1) any earned but unpaid award under the Executive Incentive Plan (“EIP”) with respect to any fiscal year ending on or preceding the date of termination (“Unpaid EIP”); (2) a prorata portion of the EIP award for the fiscal year in which termination occurs based on actual performance (“Pro Rata Bonus”); and (3) in the event of death, a lump sum cash amount equal to 200% of base salary (but not to exceed $750,000) that may be provided through the purchase of a life insurance policy | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount in cash payable over 18 months following termination equal to 1.5 times the sum of (i) annual base salary and (ii) COBRA Benefits(8) | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount equal to 1.5 times the sum of (i) annual base salary and (ii) the higher of the two immediately preceding completed fiscal years’ bonuses and (c) the COBRA Benefits(8) | | | (1) an amount in cash equal to (i) 1.5 times the sum of (a) annual base salary and (b) the higher of the two immediately preceding completed fiscal years’ earned bonuses, plus (ii) a Pro Rata Bonus determined based on actual performance achieved through the date of the special change in control | |
Thomas J. Bell III | | | (1) any earned but unpaid award under the Executive Incentive Plan (“EIP”) with respect to any fiscal year ending on or preceding the date of termination (“Unpaid EIP”); (2) a prorata portion of the EIP award for the fiscal year in which termination occurs based on actual performance (“Pro Rata Bonus”); and (3) in the event of death, a lump sum cash amount equal to 200% of base salary (but not to exceed $750,000) that may be provided through the purchase of a life insurance policy | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount in cash payable over 12 months following termination equal to 1.0 times the sum of (i) annual base salary, and (ii) COBRA Benefits(8) | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount in cash equal to 2.0 times the sum of (i) annual base salary, (ii) the higher of the two immediately preceding completed fiscal years’ earned bonuses, and (c) the COBRA Benefits(8) | | | N/A | |
Thomas S. Abraham | | | (1) any earned but unpaid award under the Executive Incentive Plan (“EIP”) with respect to any fiscal year ending on or preceding the date of termination (“Unpaid EIP”); and (2) a prorata portion of the EIP award for the fiscal year in which termination occurs based on actual performance (“Pro Rata Bonus”) | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount in cash payable over 12 months following termination equal to 1.0 times the sum of (i) annual base salary, and (ii) COBRA Benefits(8) | | | (1) any Unpaid EIP; (2) a Pro Rata Bonus; and (3) an amount in cash equal to 1.0 times the sum of (i) annual base salary, (ii) the higher of the two immediately preceding completed fiscal years’ earned cash bonuses and (iii) the COBRA Benefits(8) | | | N/A | |
Termination Events
|
| |
Name
|
| |
Cash Severance
Payments(1) |
| |
COBRA
Continuation(2) |
| |
Accelerated
Vesting of Equity Awards(3) |
| |
Total Payments
|
| ||||||||||||||||
Termination without “cause”
and not due to disability or executive resigns for “good reason” |
| |
Roberto R. Herencia
|
| | | $ | 3,506,250 | | | | | | $ | 27,509 | | | | | | $ | 1,435,464 | | | | | | $ | 4,969,223 | | | |
| Alberto J. Paracchini | | | | $ | 1,260,750 | | | | | | $ | 64,800 | | | | | | $ | 926,150 | | | | | | $ | 2,251,701 | | | | ||
| Thomas J. Bell III(5) | | | | $ | 250,000 | | | | | | $ | 0 | | | | | | $ | 181,899 | | | | | | $ | 431,899 | | | | ||
| Brogan M. Ptacin | | | | $ | 500,000 | | | | | | $ | 0 | | | | | | $ | 334,030 | | | | | | $ | 834,030 | | | | ||
| Thomas S. Abraham | | | | $ | 609,000 | | | | | | $ | 23,789 | | | | | | $ | 300,700 | | | | | | $ | 933,490 | | | | ||
Termination without “cause”
and not due to disability or executive resigns for “good reason” following a “change in control” |
| |
Roberto R. Herencia
|
| | | $ | 4,935,563 | | | | | | $ | 27,509 | | | | | | $ | 1,435,464 | | | | | | $ | 6,398,536 | | | |
| Alberto J. Paracchini | | | | $ | 2,021,813 | | | | | | $ | 43,200 | | | | | | $ | 926,150 | | | | | | $ | 2,991,163 | | | | ||
| Thomas J. Bell III(5) | | | | $ | 250,000 | | | | | | $ | 0 | | | | | | $ | 181,899 | | | | | | $ | 431,899 | | | | ||
| Brogan M. Ptacin | | | | $ | 500,000 | | | | | | $ | 0 | | | | | | $ | 334,030 | | | | | | $ | 834,030 | | | | ||
| Thomas S. Abraham | | | | $ | 869,475 | | | | | | $ | 23,789 | | | | | | $ | 300,700 | | | | | | $ | 1,193,964 | | | | ||
Payment for “special
change in control” |
| |
Roberto R. Herencia
|
| | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | |
| Alberto J. Paracchini | | | | $ | 1,683,563 | | | | | | | | | | | | | | | | | | | | $ | 1,683,563 | | | | ||
| Thomas J. Bell III(5) | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | ||
| Brogan M. Ptacin | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | ||
| Thomas S. Abraham | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | ||
Termination due to
Death or Disability |
| |
Roberto R. Herencia(4)
|
| | | $ | 1,568,750 | | | | | | | | | | | | | $ | 1,435,464 | | | | | | $ | 3,004,214 | | | |
|
Alberto J. Paracchini(4)
|
| | | $ | 1,288,250 | | | | | | | | | | | | | $ | 926,150 | | | | | | $ | 2,214,400 | | | | ||
| Thomas J. Bell III(4)(5) | | | | $ | 200,000 | | | | | | | | | | | | | $ | 181,899 | | | | | | $ | 381,899 | | | | ||
| Brogan M. Ptacin(4) | | | | $ | 200,000 | | | | | | | | | | | | | $ | 334,030 | | | | | | $ | 534,030 | | | | ||
|
Thomas S. Abraham(4)
|
| | | $ | 389,000 | | | | | | | | | | | | | $ | 300,700 | | | | | | $ | 689,700 | | | |
Year | | | Summary Compensation Table Total for CEO Roberto Herencia(1) $ | | | Summary Compensation Table Total for CEO Alberto Paracchini(1) $ | | | Compensation Actually Paid to CEO Roberto Herencia(2) $ | | | Compensation Actually Paid to CEO Alberto Paracchini(2) $ | | | Average Summary Compensation Table Total for Non-CEO NEOs(1) $ | | | Average Compensation Actually Paid to Non-CEO NEOs(2) $ | | | Value of Initial Fixed $100 Invested on 12/31/2019: | | | Byline Net Income(5) (in millions) $ | | | ROA(6) % | | |||||||||||||||||||||||||||||||||||||||||||
| Byline (TSR)(3) $ | | | Peer Group (TSR)(4) $ | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 | | | | | 2,264,159 | | | | | | | 0 | | | | | | | 1,904,667 | | | | | | | 0 | | | | | | | 817,971 | | | | | | | 585,756 | | | | | | | 121.93 | | | | | | | 106.02 | | | | | | | 88.0 | | | | | | | 1.24 | | | |
2021 | | | | | 3,849,983 | | | | | | | 1,520,807 | | | | | | | 4,847,300 | | | | | | | 1,970,303 | | | | | | | 749,555 | | | | | | | 1,084,697 | | | | | | | 143.01 | | | | | | | 117.08 | | | | | | | 92.8 | | | | | | | 1.42 | | | |
2020 | | | | | 0 | | | | | | | 1,157,566 | | | | | | | 0 | | | | | | | 962,066 | | | | | | | 645,985 | | | | | | | 670,329 | | | | | | | 79.76 | | | | | | | 87.90 | | | | | | | 37.5 | | | | | | | 0.57 | | | |
| | | 2022 | | | 2021 | | | 2020 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Roberto Herencia | | | Alberto Paracchini | | | Average Non- CEO NEOs | | | Roberto Herencia | | | Alberto Paracchini | | | Average Non- CEO NEOs | | | Roberto Herencia | | | Alberto Paracchini | | | Average Non- CEO NEOs | | ||||||||||||||||||||||||||||||||||||
Total Compensation from Summary Compensation Table | | | | $ | 2,264,159 | | | | | | | N/A | | | | | | $ | 817,971 | | | | | | $ | 3,849,983 | | | | | | $ | 1,520,807 | | | | | | $ | 749,555 | | | | | | | N/A | | | | | | $ | 1,157,566 | | | | | | $ | 645,985 | | | |
Amount deducted for aggregate change in actuarial present value from SCT | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
Amount deducted for grant date values in the SCT | | | | $ | 701,274 | | | | | | | N/A | | | | | | $ | 198,176 | | | | | | $ | 2,062,509 | | | | | | $ | 369,037 | | | | | | $ | 153,624 | | | | | | | N/A | | | | | | $ | 282,520 | | | | | | $ | 120,855 | | | |
Amount added for current year service cost | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
Amount added for prior service cost impacting current year | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
Amount added for year-end fair value of unvested awards granted in the current year | | | | $ | 613,647 | | | | | | $ | — | | | | | | $ | 132,981 | | | | | | $ | 3,059,826 | | | | | | $ | 532,503 | | | | | | $ | 223,069 | | | | | | $ | — | | | | | | $ | 252,110 | | | | | | $ | 215,518 | | | |
Amount added for year-over-year difference of year-end fair values for unvested awards granted in prior years | | | | $ | (267,121) | | | | | | $ | — | | | | | | $ | (49,930) | | | | | | $ | — | | | | | | $ | 263,030 | | | | | | $ | 239,674 | | | | | | $ | — | | | | | | $ | (61,715) | | | | | | $ | (33,258) | | | |
Amount added for fair values at vest date for awards granted and vested in current year | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
Amount added for difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | | | | $ | (4,744) | | | | | | $ | — | | | | | | $ | (3,518) | | | | | | $ | — | | | | | | $ | 23,000 | | | | | | $ | 26,023 | | | | | | $ | — | | | | | | $ | (103,375) | | | | | | $ | (37,061) | | | |
Amount deducted for forfeitures during current year equal to prior year-end fair value | | | | $ | — | | | | | | $ | — | | | | | | $ | (113,573) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
Amount added for dividends or dividend equivalents not otherwise included in the total compensation | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
Total Adjustments | | | | $ | 341,782 | | | | | | $ | — | | | | | | $ | (34,039) | | | | | | $ | 3,059,826 | | | | | | $ | 818,533 | | | | | | $ | 488,766 | | | | | | $ | — | | | | | | $ | 87,020 | | | | | | $ | 145,199 | | | |
Compensation Actually Paid (as calculated) | | | | $ | 1,904,667 | | | | | | | N/A | | | | | | $ | 585,756 | | | | | | $ | 4,847,300 | | | | | | $ | 1,970,303 | | | | | | $ | 1,084,697 | | | | | | | N/A | | | | | | $ | 962,066 | | | | | | $ | 670,329 | | | |
| List of Performance Measures | |
| Return on Assets* | |
| Net Income | |
| Total Shareholder Return (TSR) | |