Kelly M. Dvorak
About Kelly M. Dvorak
Kelly M. Dvorak, 47, is Chief Legal Counsel and Corporate Secretary of Bank First Corporation (BFC). She joined in 2017 as General Counsel and Corporate Secretary and was promoted shortly thereafter to Chief Legal Counsel, overseeing contracts, securities, M&A, real estate, trusts/estates, employment law, and managing Shareholder Services, Compliance/BSA, and Enterprise Risk Management; she holds a B.A. in Political Science (UW–Madison, 2000) and J.D. (UW Law, 2004) . Company performance metrics used for NEO incentives in 2024 included EPS ($6.50), ROA (1.56%), and productivity (Assets per FTE $11.48m), with cumulative TSR value at 152.04 vs Russell 2000 at 133.60 in the pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Whyte Hirschboeck Dudek, S.C. (Madison & Milwaukee) | Litigation attorney | 2004–2010 | Litigation practice foundation; legal risk management experience |
| DVO, Inc. (Environmental engineering) | General Counsel | 2011–2017 | Led litigation and contracts; in-house counsel experience in industrial/engineering context |
| Bank First Corporation | General Counsel & Corporate Secretary; promoted to Chief Legal Counsel | 2017–present | Leads legal, governance, and risk functions; manages Shareholder Services, Compliance/BSA, ERM |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in 2025 DEF 14A | — | — | No external public company directorships noted in biography section |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% salary) | Actual bonus paid ($) | All other comp ($) | Key perquisites/components |
|---|---|---|---|---|---|
| 2024 | 300,000 | 30% (max 45%) | 64,566 | 15,938 | Dividends on unvested stock: $2,138; 401(k) match: $13,800 |
Notes:
- Annual cash incentive metrics and actuals used for payout calibration (equal-weighted): Assets/FTE ($11.48m), EPS ($6.50), ROA (1.56%) .
Performance Compensation
Annual Cash Incentive (2024 design and results)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout impact |
|---|---|---|---|---|---|---|
| Assets per FTE | 33% | $9.9m | $10.9m | $11.9m | $11.48m | Contributed to overall payout; individual metric payout not disclosed |
| EPS (Consolidated) | 34% | $5.28 | $6.21 | $7.14 | $6.50 | Contributed to overall payout; individual metric payout not disclosed |
| ROA (Consolidated) | 33% | 1.28% | 1.51% | 1.74% | 1.56% | Contributed to overall payout; individual metric payout not disclosed |
- Individual earning opportunity (as % of salary): Target 30%, Max 45%, 2024 Actual 35.5% .
- 2024 Non-equity incentive paid: $64,566 .
Long-Term Equity (Restricted Stock)
| Plan feature | Details |
|---|---|
| Vehicle | Restricted stock; three-year ratable vesting; dividends and voting rights during restriction |
| Annual cycle | Grants/vest typically on/around March 1; awards are tied to prior-year performance goals (mirrors annual incentive criteria) |
| 2024 grant (Kelly M. Dvorak) | 753 shares on 3/1/2024; grant-date FV $64,645; no options granted |
| Equity earning opportunity (as % salary) | Target 30%, Max 45%, 2024 Actual 35.3% |
Vesting schedule detail (as of 12/31/2024):
- Unvested restricted shares: 1,504; vest 796 in 2025, 457 in 2026, 251 in 2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/7/2025) | 8,630 shares; “<1%” of class; outstanding shares 9,980,470 |
| Ownership as % of outstanding | ≈0.086% (=8,630 / 9,980,470) |
| 401(k) shares allocated (4/7/2025) | 4,030 shares allocated to participant account |
| Unvested restricted stock | 1,504 shares; vest: 796 (2025), 457 (2026), 251 (2027) |
| Options | None disclosed for 2024 grants (no options awarded) |
| Ownership guidelines | Senior Management must hold ≥1.5x base salary within five years; all executives in compliance for FY2024 |
| Hedging/pledging | Insider Trading Policy prohibits short-term trading, short sales, hedging, and margin accounts; blackout periods apply; trades require Chief Legal Counsel pre-clearance and govern 10b5-1 plan use |
Implications:
- Scheduled vesting suggests potential incremental selling capacity around early March in 2025/2026/2027 subject to preclearance/blackouts (awards typically vest around March 1) .
- Policy constraints reduce hedging/pledging-related misalignment risks .
Employment Terms
| Term | Disclosed economics/terms |
|---|---|
| Start at BFC | Joined 2017; promoted to Chief Legal Counsel soon thereafter |
| Severance/CIC (as of 12/31/2024) | Estimated upon qualifying termination/CIC: Salary $600,000; Bonus $53,982; Unvested shares 1,504 accelerate; market value $149,031 (at $99.09) |
| Equity vesting on CIC | Unvested shares become fully vested immediately upon a change in control under the 2020 Equity Plan (single-trigger as to equity) |
| Non-compete / non-solicit / term | Not disclosed in the cited sections |
Notes:
- The severance “Salary $600,000” corresponds to ~2.0x 2024 base salary ($300,000), but the proxy presents the figures outright without explicitly stating a multiple .
Investment Implications
- Pay-for-performance alignment: Cash and equity opportunities are explicitly tied to bank productivity, profitability, and capital efficiency metrics (Assets/FTE, EPS, ROA), and 2024 actual results met/approached targets, supporting an above-target incentive outcome for Dvorak (35.5% of salary vs 30% target) .
- Retention and selling pressure: Unvested restricted stock (1,504 shares) vests ratably through 2027, creating ongoing retention value and modest event-driven liquidity around March each year; insider policy and blackout controls constrain discretionary selling cadence .
- Ownership alignment: Beneficial ownership of 8,630 shares and policy requiring 1.5x salary stock ownership (with full compliance across executives) indicate solid alignment; prohibitions on hedging/margin meaningfully reduce misalignment/pledging risk .
- Downside protection/CIC: Equity accelerates on CIC (single-trigger as to equity); disclosed severance table shows defined cash salary and bonus components, with equity value dependent on market price at the event—economics are material but not outsized relative to CEO/President packages, limiting change-of-control overhang specific to this role .
- Execution risk: As the Company’s legal, governance, and risk lead since 2017, Dvorak’s incentive design and equity cadence reinforce stability and compliance focus; no options or repricings, and no disclosed related-party transactions or pledging, reducing governance red flags in her profile based on the cited disclosures .
Additional context for firm-level performance signaling: 2024 EPS ($6.50), ROA (1.56%), and cumulative TSR value (152.04) vs Russell 2000 (133.60) in the pay-versus-performance table frame the environment in which bonuses and equity awards were calibrated .