Ebru Başaran-Shull
About Ebru Başaran-Shull
Ebru Başaran-Shull, 53, is the Executive Vice President—Ethics and Compliance at Sargento Cheese Inc., leading compliance strategy, CSR, food safety, and regulatory functions, and is a licensed attorney with a JD (Loyola University Chicago), a Master of Jurisprudence in Global Food Law (Michigan State University), and a BS in Food Engineering (Middle East Technical University) . She is nominated to join Bank First Corporation’s Board in 2025 and, if elected, would serve a three-year term expiring in 2028; she is classified as an independent director under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sargento Cheese Inc. | EVP—Ethics & Compliance; leads compliance strategy, CSR, food safety, regulatory functions | Not disclosed | Built programs from the ground up; advised executive leadership on legal/regulatory risk; alliances with regulators/trade groups |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safe Harbor of Sheboygan County | Pro bono contributor | Not disclosed | Provides free legal advice to low-income clients |
| Renters’ Eviction Assistance Program (Sheboygan) | Pro bono contributor | Not disclosed | Free legal advice to low-income clients |
| American Bar Association—Wisconsin Chapter | Pro bono contributor | Not disclosed | Free legal advice to low-income clients |
Board Governance
- Independence: Determined independent under Nasdaq/SEC rules; all voting members of Audit, Compensation, Governance & Nominating committees are independent .
- Committee assignments: Listed as a new director nominee; specific committee membership not yet assigned as of the proxy filing .
- Board/committee cadence and attendance: Company Board met 6 times; Bank Board met 11 times in 2024; Audit met 5x; Compensation 3x; Governance & Nominating 12x; all incumbent directors attended at least 75% of aggregate Board/committee meetings; independent directors held two executive sessions in 2024 .
- Lead Independent Director and chairs: Lead Independent Director—Mary‑Kay H. Bourbulas; Audit—Daniel C. McConeghy (after Feb 2025); Compensation—Peter J. Van Sistine; Governance & Nominating—Mary‑Kay H. Bourbulas .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $25,000 | Increased in 2023; unchanged in 2024 |
| Annual Stock Award (Directors) | $55,000 | Restricted stock; one‑year vest for non‑employee directors |
| Audit Committee Chair Fee | $15,000 | Annual |
| Compensation Committee Chair Fee | $15,000 | Annual |
| Governance & Nominating Chair Fee | $15,000 | Annual |
| Lead Independent Director Fee | $25,000 | Paid only when Chair is not independent |
| 2024 Grant Calibration | 641 RS shares at $85.85 FV per director; dividends payable on unvested RS | Grant date 3/1/2024 for 2023 board service; one‑year vest; dividends recorded in 2024 |
Performance Compensation
Directors do not receive performance cash bonuses; equity is time‑vested. Company-level performance metrics drive NEO incentive plans, signaling pay-for-performance governance.
| 2024 Annual Incentive Plan Metric | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Assets per FTE | 33% | $9,900,000 | $10,900,000 | $11,900,000 | $11,480,000 |
| EPS (Consolidated) | 34% | $5.28 | $6.21 | $7.14 | $6.50 |
| ROA (Consolidated) | 33% | 1.28% | 1.51% | 1.74% | 1.56% |
Plan payout triggers (risk safeguards) include NPA/Assets ≤2.0%, Net Promoter Score ≥55, Liquidity ≥25%, good regulatory standing, and employment good standing .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | None disclosed in nominee bio |
| Private/non‑profit boards | Private/non‑profit | Pro bono contributor (see External Roles) | No related‑party transactions requiring disclosure; general loans to related persons follow ordinary‑course, market terms |
Expertise & Qualifications
- Legal and compliance expertise; governance and risk assessment proficiency; sought-after speaker on compliance/regulatory topics .
- Education: JD (Loyola University Chicago); MJ in Global Food Law (Michigan State University); BS in Food Engineering (Middle East Technical University) .
- Board experience matrix flags strengths in Legal and Compliance domains, aligning with Audit/Governance oversight needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ebru Başaran‑Shull (new director nominee) | 0 | * | Asterisk denotes <1%; record date April 7, 2025 |
- Director stock ownership guidelines: Upon initial election, directors must own ≥2,000 shares; within 5 years, ≥5x annual stock award or $275,000 in BFC stock; all directors/executives met policy during 2024 fiscal year (Ebru is a 2025 nominee) .
- Equity plan governance: Minimum vesting of one year for non‑employee directors; no hedging/pledging; no tax gross‑ups; no evergreen; material amendments require shareholder approval .
- Insider trading policy: Prohibits short sales and hedging; imposes blackout periods and pre‑clearance by Chief Legal Counsel .
Governance Assessment
- Independence and fit: She is independent and brings deep legal/compliance credentials that strengthen oversight of risk, regulatory adherence, and CSR—valuable for Audit and Governance & Nominating effectiveness .
- Alignment signals: As a 2025 nominee, she held 0 shares at the record date; if elected, she must promptly meet the 2,000‑share minimum and progress to the 5x award/$275k guideline—early alignment gap to watch until compliance is achieved. RED FLAG: initial zero ownership until policy thresholds are met .
- Conflicts/related‑party: No related‑party transactions disclosed; loans to related persons are ordinary‑course on market terms; hedging/pledging prohibited—low conflict risk .
- Board practices: Independent executive sessions (twice in 2024), strong committee independence, and risk‑aligned incentive plan triggers bolster investor confidence .
- Compensation hygiene: No tax gross‑ups; change‑in‑control for NEOs is double‑trigger; equity plan has shareholder‑friendly features—positive governance posture though director pay is not performance‑based .
- Attendance/engagement: 2024 incumbents met ≥75% attendance; as a new nominee, Ebru’s attendance will be monitored post‑election to confirm engagement levels .