DEF 14A: Bank First Corporation Announces 2024 Annual Meeting of Shareholders

Bank First Corporation will hold its 2024 Annual Meeting of Shareholders on June 17, 2024, to elect directors, ratify the appointment of the independent accounting firm, and conduct advisory votes on executive compensation.

Summary

• Bank First Corporation will hold its 2024 Annual Meeting of Shareholders on June 17, 2024, at the Capitol Civic Centre in Manitowoc, Wisconsin.
• Shareholders will vote on the election of five directors, ratification of FORVIS, LLP as the independent accounting firm, an advisory vote on executive compensation, and an advisory vote on the frequency of executive compensation votes.
• The record date for determining shareholders eligible to vote is April 8, 2024.
• The Board of Directors recommends voting for the election of the director nominees, for the ratification of FORVIS, LLP, for the approval of the named executive officer compensation, and for holding the advisory vote on executive compensation every three years.
• The proxy statement and annual report are available online at www.envisionreports.com/BFC and www.bankfirst.com.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining the company's governance practices, compensation structure, and upcoming annual meeting. There are some mentions of risks and departures, but overall the tone is optimistic and forward-looking.

Positives

• The Board of Directors is actively engaged in corporate governance and risk oversight.
• The company has a Code of Business Conduct and Ethics and an Insider Trading Policy.
• The company is committed to environmental, social, and governance (ESG) initiatives.
• The company offers a comprehensive compensation and benefits package to attract and retain employees.
• The company has a clawback policy to recover incentive compensation in certain situations.

Negatives

• Joan A. Woldt, former Chief Operating Officer, departed from her position effective December 31, 2023.
• Michael G. Ansay retired from the Board in January 2024.
• David R. Sachse will retire from the Board at the Annual Meeting.

Risks

• The document mentions risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect the business strategy, the result of operations or financial condition.
• Despite efforts, there can be no assurance that cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting systems and information.

Future Outlook

The company is committed to sound corporate governance principles and will continue to monitor emerging developments and enhance policies and procedures as needed.

Management Comments

• Michael B. Molepske, Chairman of the Board and Chief Executive Officer, expressed gratitude for shareholders' continued investment in Bank First Corporation.
• The Board believes that the combination of the Chairman and CEO roles provides more consistent communication and coordination throughout the organization.
• The Chief Executive Officer truly believes in celebrating the success of our employees, whether they find success within the organization or in a role outside the organization that utilizes their talents and helps them grow.

Industry Context

The document provides insight into executive compensation practices, corporate governance, and risk management strategies within the banking industry, aligning with regulatory expectations and shareholder interests.

Comparison to Industry Standards

• The company uses a peer group of 20 publicly-traded banks with similar financial performance to assess executive and board compensation.
• The peer group includes Nicolet Bankshares, Inc., Stock Yards Bancorp, Inc., First Mid Bancshares, Inc., and others.
• The company's executive pay levels are generally within a market competitive range (+/15% of peer group median) on salaries, cash compensation, and direct compensation.
• The company's award opportunity levels under the short and long-term incentive plans are competitive compared to its peer group and industry practices.

Management Changes

Corporate Governance

Legal Proceedings

• During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person.

Related Party Transactions

• The Bank's wholly-owned subsidiary, TVG Holdings, Inc., owns 40.0% of Ansay & Associates, LLC.
• Michael G. Ansay, who retired from the Board on January 15, 2024, is the Chairman and Chief Executive Officer of Ansay & Associates.

Stakeholder Impact

• The company is committed to operating its business responsibly and believes that its commitment to environmental, social and governance (ESG) best practices benefits its business, shareholders, communities, and employees.
• The company emphasizes its long-standing dedication to respecting others and having a workforce representative of the communities it serves.
• The company believes its employees are its greatest asset and that its future success depends on its ability to attract, retain and develop employees.

Next Steps

• Shareholders are encouraged to vote their shares online, by telephone, or by mail.
• The company will publish the voting results in a Current Report on Form 8-K filed with the SEC.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Executive Compensation, FORVIS LLP, Director Election, Corporate Governance, Bank First Corporation, BFC