Mary-Kay H. Bourbulas
About Mary-Kay H. Bourbulas
Independent director of Bank First Corporation since July 2019; age 61. She serves as Lead Independent Director, chairs the Governance & Nominating Committee, and sits on the Loan Committee. Background spans securities management (Stein Roe & Farnham; 14 years at Strong Capital Management leading high-yield municipal and credit teams), asset-based workout consulting (2006–2015), and entrepreneurship as co‑owner/founder of Handen Distillery (since 2017). She holds a B.A. in Economics from Northwestern University and is active in Cedarburg city governance (Finance Committee, Board of Review, Community Development Authority) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Partnership Community Bancshares, Inc. | Director | 2013–2019 | Board service; entity acquired by Bank First effective July 12, 2019 |
| Strong Capital Management | Department Head (High‑Yield Municipals), Credit Team Lead | 14 years | Led municipal credit; securities management expertise |
| Stein Roe & Farnham | Early career | Began in 1985 | Securities management foundation |
| Asset-based Workout Consulting | Principal | 2006–2015 | Secured assets and distressed loans; restructuring experience |
| Handen Distillery | Co‑owner, Founder, Manager | 2017–present | Private business leadership; operations governance |
External Roles
| Organization | Role | Scope/Notes |
|---|---|---|
| City of Cedarburg (WI) | Finance Committee; Board of Review; Community Development Authority | Active civic governance, financial oversight |
Board Governance
- Lead Independent Director: Sets agendas with Chair, convenes and presides over executive sessions, liaises with independent directors, attends committee meetings as needed, and is available for shareholder consultation; independent directors met in executive session twice in 2024 .
- Committee assignments: Chair, Governance & Nominating; Member, Loan Committee; Board representative on ALM and ERM Committees in 2024 .
- Independence: Determined independent under Nasdaq and SEC rules; majority‑independent board (10 independent, 2 non‑independent in 2024) .
- Attendance: In 2024, Company Board held 6 meetings; Bank Board held 11; all incumbent directors attended at least 75% of aggregate Board and committee meetings; Governance & Nominating met ~monthly (12 meetings) .
Fixed Compensation
| Component | 2024 Structure | Notes |
|---|---|---|
| Annual Cash Retainer | $25,000 | Increased in 2023; unchanged in 2024 |
| Governance & Nominating Chair Fee | $15,000 | Paid annually |
| Lead Independent Director Fee | $25,000 | Paid when Chair is not independent |
| FY2024 — Mary‑Kay H. Bourbulas | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 40,000 |
| Dividends on Unvested Stock Awards | 911 |
| Stock Awards (Grant-date fair value) | 55,030 |
| Total Compensation | 95,941 |
Performance Compensation
| Equity Grant Detail (Directors) | Grant Date | Shares | Grant-Date Price | Vesting |
|---|---|---|---|---|
| Restricted Stock for 2023 Board Service | Mar 1, 2024 | 641 | $85.85 | One-year cliff (vests on first anniversary) |
- Directors receive time‑based restricted stock under the 2020 Equity Plan; no options disclosed for directors; dividends are paid on unvested shares during the restricted period .
- Equity Plan governance: minimum vesting (≥1 year for directors); no hedging/pledging; no tax gross‑ups; material amendments require shareholder approval; no evergreen/reload .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public/private boards | Partnership Community Bancshares, Inc. (2013–2019) |
| Compensation Committee interlocks | None; no insider participation per Committee report |
Expertise & Qualifications
- Securities/trading and credit: Led high‑yield municipal and credit teams; long tenure in investment management .
- Banking/finance and M&A: Board experience in community banking and asset workout; participation in ALM/ERM risk oversight .
- Real estate/civic: City finance and development authorities; practical local governance .
- Board experience matrix indicates competencies across banking, real estate, securities/trading, and M&A relevant to BFC’s strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Form of Holding |
|---|---|---|---|
| Mary‑Kay H. Bourbulas | 7,569 | <1% | All shares held directly |
- Stock ownership guidelines: Directors must own ≥2,000 shares upon election and, within five years, ≥5× annual stock award or $275,000; all directors complied in 2024 .
- Hedging/pledging prohibited by Insider Trading Policy; blackout periods and pre‑clearance required .
Governance Assessment
-
Positives:
- Lead Independent Director and GN Chair roles signal robust independent oversight with active engagement (executive sessions; agenda setting; committee leadership) .
- Risk oversight depth: Represented Board on ALM and ERM Committees in 2024, aligning with prudential governance for interest‑rate and enterprise risks .
- Attendance and engagement: Board/committee attendance thresholds met; GN Committee met 12 times, indicating sustained governance cadence .
- Ownership alignment: Direct ownership (7,569 shares) and compliance with director ownership policy; time‑based equity grants reinforce alignment .
- Policies: No hedging/pledging; clawback compliant with Rule 10D‑1; related‑party oversight policies and independent lending terms to insiders help mitigate conflicts .
-
Watch items / potential red flags:
- Combined Chair/CEO structure persists (mitigated by empowered Lead Independent Director); investors may monitor continued effectiveness of independent oversight under this model .
- Private business interests (Handen Distillery) and civic roles present potential perception risks; no related‑party transactions with BFC disclosed for 2024, but continued monitoring advisable .
- Insider lending exists in ordinary course; confirmed on market terms with no preferential features—maintain oversight per Regulation O and internal policies .
Overall, Bourbulas’ profile reflects a strong independence posture, meaningful committee leadership, risk oversight participation, and ownership alignment—factors supportive of investor confidence. No specific conflicts or attendance shortfalls are disclosed for 2024; governance frameworks (executive sessions, clawback, insider trading prohibitions) are in place .