UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective April 19, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of First Business Financial Services, Inc. (the “Company”) approved the vesting of the performance-based restricted stock units, or “PRSUs”, granted to executive officers of the Company in 2021 under its Long-Term Incentive Plan for the performance measurement period beginning in 2021 and ending in 2023 (the “2021 Grant”). The vesting of the 2021 Grant was determined by Total Shareholder Return (“TSR”) and Return on Average Equity (“ROAE”) Company performance goals. As noted in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 8, 2024 (the “Proxy Statement”), as of the date of the Proxy Statement, the number of shares earned under the 2021 Grant was unknown due to the unavailability of final Return on Average Equity information.
The Committee determined that the Company’s performance at a “Superior” level under each of the TSR and ROAE performance goals during the performance period resulted in the payout of the Company’s common stock to each of the Company’s executive officers listed below:
| Executive Officers | Shares Vested | |||
| Corey A. Chambas | 15,010 | |||
| Edward G. Sloane, Jr.* | 4,748 | |||
| David R. Seiler | 6,920 | |||
| Mark J. Meloy | 4,100 | |||
| Bradley A. Quade | 4,240 | |||
| Brian D. Spielmann** | 0 | |||
* Mr. Sloane retired from his role as the Company’s Chief Financial Officer, Principal Financial Officer and Treasurer effective April 1, 2023.
** Mr. Spielmann was named Chief Financial Officer on April 1, 2023 and was not a Named Executive Officer at the time of the 2020 Grant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST BUSINESS FINANCIAL SERVICES, INC. | ||
| Date: April 23, 2024 | By: | /s/ Brian Spielmann |
| Brian Spielmann | ||
| Chief Financial Officer | ||