DEF: Byline Bancorp Sets Date for 2025 Annual Stockholders Meeting

Byline Bancorp will hold its 2025 Annual Meeting of Stockholders virtually on June 3, 2025, to vote on director elections, executive compensation, and the ratification of its accounting firm.

Summary

• Byline Bancorp will hold its 2025 Annual Meeting of Stockholders virtually on June 3, 2025.
• Stockholders of record as of April 9, 2025, are entitled to vote.
• The meeting will address the election of ten director nominees, an advisory vote on executive compensation, and the ratification of Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR all director nominees, the approval of executive compensation, and the ratification of Moss Adams LLP.
• Stockholders can vote via the internet, telephone, or mail.
• The proxy statement is available online, reducing printing and mailing costs.
• As of the record date, there were 46,226,562 shares of common stock outstanding.
• The Board met six times during 2024.
• The overall diversity of the Board is 78%, with gender diversity accounting for 33% and race or ethnic diversity accounting for 67%.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a positive outlook on corporate governance and executive compensation. The tone is professional and confident, reflecting a well-managed organization.

Positives

• The Board of Directors recommends voting FOR all director nominees, the approval of executive compensation, and the ratification of Moss Adams LLP.
• The company is reducing printing and mailing costs by providing proxy materials online.
• The Board of Directors has determined that each of Phillip R. Cabrera, Antonio del Valle Perochena, Mary Jo S. Herseth, Margarita Hugues Vlez, Steven P. Kent, William G. Kistner, Pamela C. Stewart and Carlos Ruiz Sacristn do not have relationships that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director and that each of these directors is independent as that term is defined under the applicable director independence rules.
• The overall diversity of the Board is 78%, with gender diversity accounting for 33% and race or ethnic diversity accounting for 67%.

Negatives

• An amended Form 3 was filed late by Mr. Carlos Ruiz Sacristn, one of our Directors, on February 20, 2025, to include additional shares of Bylines common stock beneficially owned by Mr. Ruiz Sacristn that were not reflected in the initial Form 3 as filed.
• A late Form 5 was filed by Mr. Steven P. Kent, one of our Directors, on March 4, 2025, to reflect the inadvertent sale of 375 shares on December 4, 2024, in Mr. Kents IRA by the IRA custodian, as described in the Form 4.

Risks

• Certain stockholders are foreign nationals, and the company has commitments with the Federal Reserve that restrict its ability to engage in certain business transactions without the consent of the Federal Reserve.
• The company is not permitted to engage in or be a party to any business transaction or relationship with a company that is controlled by these foreign national stockholders or by their immediate families, subject to certain limited exceptions.
• Byline Bank is not permitted to engage in or be a party to any extension of credit to these foreign national stockholders, their immediate families or any company controlled by these foreign national stockholders.
• Byline Bank is also not permitted to engage in or be a party to any covered transaction with any company that is controlled by these foreign national stockholders.

Future Outlook

The Compensation Committee will review and adjust the design of the executive compensation program to ensure it remains aligned with business objectives, talent strategy, and market practices.

Management Comments

• Our Board believes that a range of experience, knowledge, and judgement, as well as a diversity of perspectives, geographic regions, gender, race, and national origin on the Board, enhances the overall effectiveness of the Board.
• We believe in proactive and transparent communication and engagement with our stockholders to promote an understanding of the values we maintain, our governance framework, the decisions we make and how me make them, our business strategy and our financial performance, and we welcome receiving communications from our stockholders regarding these matters.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy solicitations, director elections, executive compensation disclosures, and audit firm ratification, aligning with regulatory requirements and investor expectations.

Comparison to Industry Standards

• The peer group of 23 companies used for benchmarking executive compensation includes institutions like 1st Source Corporation, Peoples Bancorp Inc., and Provident Financial Services, Inc., reflecting a focus on regional banks with commercial business and asset growth.
• The executive compensation program's emphasis on performance-based incentives, stock ownership guidelines, and clawback policies aligns with industry best practices to incentivize executives and mitigate risk.
• The Board's diversity metrics, with 78% overall diversity, including 33% gender diversity and 67% race/ethnic diversity, demonstrate a commitment to diversity that is increasingly expected by investors and stakeholders.

Related Party Transactions

• The Company or one of its subsidiaries may occasionally enter into transactions with certain related persons.
• In the ordinary course of our business, we have engaged and expect to continue engaging through our bank in ordinary banking transactions with our directors, executive officers, their immediate family members and companies in which they may have a 5% or more beneficial ownership interest, including loans to such persons.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions regarding the election of directors, executive compensation, and the selection of the company's auditor.
• The company's commitment to diversity and inclusion may positively impact employees and the broader community.
• The company's risk management policies and procedures aim to protect the interests of stakeholders, including shareholders, customers, and employees.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold the Annual Meeting on June 3, 2025, to conduct the business described in the notice.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Stockholders, Director Election, Executive Compensation, Moss Adams LLP, Corporate Governance, Risk Management, Byline Bancorp