DEF: Bank First Corporation Announces Details for 2025 Annual Shareholder Meeting

Bank First Corporation will hold its 2025 Annual Meeting of Shareholders on June 16, 2025, to elect directors, ratify the appointment of the independent accounting firm, and conduct an advisory vote on executive compensation.

Summary

• Bank First Corporation will hold its 2025 Annual Meeting of Shareholders on June 16, 2025, at the Franciscan Center in Manitowoc, Wisconsin.
• Shareholders will vote to elect four directors for three-year terms, ratify the appointment of Forvis Mazars, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and hold an advisory vote on executive compensation.
• The Board of Directors recommends voting for all director nominees, the ratification of Forvis Mazars, LLP, and the approval of the named executive officer compensation.
• The record date for determining shareholders entitled to vote at the Annual Meeting is April 7, 2025.
• As of the record date, there were 9,980,470 shares of the Company's common stock outstanding.
• Shareholders can vote online, by telephone, or by mail, with votes needing to be received by 11:59 p.m. Central Daylight Time on June 15, 2025.
• The proxy statement and annual report are available online at www.envisionreports.com/BFC and www.bankfirst.com.
• The Board of Directors has set the number of directors at a maximum of twelve (12).
• The annual cash retainer was increased from $10,000 to $25,000, and chair fees were increased to $15,000 annually in 2023.
• The annual stock compensation was unchanged at $55,000, and the Lead Independent Director and Board Chair fee remained at $25,000 annually in 2023.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the Board's recommendations and emphasis on good governance and shareholder engagement.

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 in place.
• The company is committed to environmental, social, and governance (ESG) best practices.
• The company promotes diversity and inclusion within its workforce.
• The company offers a broad range of benefits to attract and retain employees.
• The company has a clawback policy in place to recover incentive compensation in certain events.
• The company has a share ownership requirement for directors, executive officers, and members of Senior Management.

Negatives

• Two directors, Mr. McFarlane and Mr. Molepske, are not considered independent due to their executive roles within the company and the bank.
• The company faces risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, the result of operations or financial condition.

Risks

• The company faces risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, the result of operations or financial condition.
• The company's success depends on its ability to attract, retain, and develop employees.

Future Outlook

The Company looks forward to the continued enhancement of our shareholder engagement program in 2025 and is committed to an open dialogue where investor views and priorities may be gathered and discussed, informing and guiding a deliberative decision-making process with a diverse shareholder base in mind.

Management Comments

• The Board believes that combining these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is vital in unifying the Company's strategy behind a single vision.
• The Company and our Board believe that accountability to our shareholders is key to sound corporate governance principles.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including the election of directors, ratification of auditors, and advisory votes on executive compensation. The focus on ESG initiatives and cybersecurity risk management aligns with current industry trends and regulatory expectations.

Comparison to Industry Standards

• The peer group developed by the Company in conjunction with Pearl Meyer consists of twenty (20) banks listed below.
• The peer group was selected based on national, publicly traded banks (excluding those on the coasts) and their 2022 year-end asset size.
• Additionally, we selected financial performance criteria of ROAA greater than or equal to 1.00% as of 2022 year-end, and three-year total return at the time the peer group was compiled of greater than or equal to 10.0%.
• We also excluded OTC exchange-traded banks.
• When the peer group was compiled, the peer banks were between $3 billion and $8 billion in asset size.
• As of December 31, 2023, the Company's assets were approximately $4.2 billion.

Management Changes

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 CEO of Ansay & Associates.

Stakeholder Impact

• Shareholders are provided with information and a voting mechanism to influence the direction of the company.
• Employees are impacted by the company's compensation and benefits policies, as well as its commitment to diversity and inclusion.
• Communities benefit from the company's community involvement and ESG initiatives.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will publish the voting results in a Current Report on Form 8-K, filed with the SEC within four business days following the Annual Meeting.
• The company will continue to enhance its shareholder engagement program in 2025.

Key Dates

Keywords

shareholders, directors, compensation, governance, proxy, annual meeting, Bank First, voting, Forvis Mazars, executive