Michael B. Molepske
About Michael B. Molepske
Michael B. Molepske, age 64, is Chairman and Chief Executive Officer of Bank First Corporation and Bank First, N.A. He joined Bank First in 2005, became CEO in 2008, President in 2010, and was elected Chairman in June 2022; he has served as a Company director since 2009. He holds B.S. degrees in Finance and Management Information Systems from the University of Wisconsin–Madison and an MBA from the University of Wisconsin–Milwaukee. Under his leadership, the Company reports “exceptional growth, strong asset quality, and profitability,” and 2024 pay-versus-performance disclosures show cumulative TSR of $152.04 versus Russell 2000 at $133.60, with 2024 Net Income of $65.6M and EPS of $6.50 (versus $74.5M and $7.28 in 2023).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Associated Bank | Credit Analyst, Business Banker, Senior Loan Officer, Market President | 1988–2005 | Oversaw region’s commercial/private banking, credit administration, and treasury management for Lakeshore Region. |
| Bank First | Senior Loan Officer, Regional President | 2005–2008 | Opened Sheboygan branch; ensured lending compliance and portfolio integrity. |
| Bank First Corporation/Bank First, N.A. | Chief Executive Officer; President | CEO 2008–present; President 2010 | Leads strategy and execution; “exceptional growth, strong asset quality, and profitability.” |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RCS Foundation; Rahr‑West Museum Foundation | Director | Not disclosed | Community and philanthropic oversight roles. |
| American Barefoot Club (USA Water Ski); World Barefoot Council (IWWF) | Chairman, Officials Committee; Member, Rules and Records Committees | Not disclosed | Governance and standards in sports organizations. |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary | $565,032 | $581,521 | $662,259 | $783,000 |
| Cash Incentives (Annual Bonus) | $332,200 | $340,403 | $350,615 | $421,291 |
| Stock Awards (Grant-date FV) | $332,254 | $340,561 | $350,664 | $421,352 |
| All Other Compensation | $70,132 | $68,990 | $71,107 | $73,893 |
| Total Compensation | $1,299,618 | $1,331,475 | $1,434,645 | $1,699,536 |
Additional detail (2024 “All Other Compensation”):
- CEO Excess Benefit Payment: $40,767; Dividends on unvested stock: $14,826; 401(k) match: $18,300; Business Development: $0. The CEO Excess Benefit Plan was terminated after 2024.
CEO salary increased 18.23% in 2024 vs 2023 following a 2023 Pearl Meyer market study.
Performance Compensation
Annual Cash Incentive Plan (2024)
Design and earning opportunity:
- Target and Maximum Payout Opportunity (as % of Salary): CEO target 50%, maximum 75%. 2024 actual earned 59.2% of salary.
- Plan triggers (must be met for any payout): NPA/Assets ≤ 2.0%, Net Promoter Score ≥ 55, Total Liquidity ≥ 25%, Regulatory standing “good,” employment in good standing at payout.
2024 metrics, weightings, and outcomes:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout (per-metric) |
|---|---|---|---|---|---|---|
| Assets per FTE | 33% | $9.9M | $10.9M | $11.9M | $11.48M | Not disclosed |
| EPS (Consolidated) | 34% | $5.28 | $6.21 | $7.14 | $6.50 | Not disclosed |
| ROA (Consolidated) | 33% | 1.28% | 1.51% | 1.74% | 1.56% | Not disclosed |
- Philosophy and governance: performance-based plan; no discretionary bonuses; metrics and credit/regulatory triggers applied; independent consultant at least every three years; no tax gross-ups.
Long-Term Equity Incentive (Restricted Stock)
- 2024 CEO grant: 4,908 RSUs (restricted stock) on 3/1/2024 at $85.85 grant-date FV, total FV $421,352; ratable three-year vesting (one-third on each of the first three anniversaries); dividends and voting rights during restriction.
- Equity award opportunity: Target 50% and maximum 75% of salary; 2024 “actual equity award” 58.9% of salary.
- Equity Plan governance: minimum vesting (3 years for NEOs), no hedging/pledging, no liberal share recycling, no tax gross-ups, material amendments require shareholder approval.
Pay vs. Performance (PEO)
| Year | CEO SCT Total | CEO Compensation Actually Paid (CAP) | Company TSR (Index=$100 at 1/1/2019) | Russell 2000 TSR | Net Income | EPS |
|---|---|---|---|---|---|---|
| 2021 | $1,299,618 | $1,392,441 | $106.21 | $134.57 | $45,444,000 | $5.92 |
| 2022 | $1,331,475 | $1,593,638 | $138.13 | $105.56 | $45,214,000 | $5.58 |
| 2023 | $1,434,645 | $1,516,712 | $130.76 | $121.49 | $74,514,000 | $7.28 |
| 2024 | $1,699,536 | $1,764,518 | $152.04 | $133.60 | $65,600,000 | $6.50 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 105,053 shares; 1.05% of outstanding (9,980,470 shares outstanding 4/7/2025). |
| Ownership Breakdown | 52,928 shares held directly; 51,043 in trust; 1,082 by spouse. |
| 401(k) Plan Allocations | 0 shares for Molepske as of 4/7/2025. |
| Unvested Restricted Stock (12/31/2024) | 10,290 shares; market value $1,019,636 at $99.09. |
| Vesting Schedule (Unvested) | 5,560 shares in 2025; 3,094 in 2026; 1,636 in 2027. |
| Ownership Guidelines | CEO must own ≥5,000 shares at start and ≥2.5x base salary within five years; company reports all executives/directors in compliance for 2024. |
| Hedging/Pledging | Prohibited by Equity Plan and Insider Trading Policy; pre-clearance required; blackout periods apply. |
Potential selling pressure indicator:
- Roughly 5,560 shares scheduled to vest in 2025, followed by 3,094 (2026) and 1,636 (2027), subject to policy pre‑clearance and blackout windows.
Family/other holders context:
- Richard S. Molepske reported 576,547 shares (5.78%); BlackRock 7.31%; Vanguard 5.19%.
Employment Terms
| Provision | CEO Terms |
|---|---|
| Change‑in‑Control (CIC) Agreements | Double-trigger: if terminated without cause or resigns for good reason within 1 year post‑CIC → lump sum severance equal to 3x base salary, plus a lump sum equal to average bonus over prior 3 years; 3 years health premium reimbursement; all unvested equity fully vests on CIC. |
| Estimated CIC Economics (as of 12/31/2024) | Salary component: $2,349,000; Bonus component: $370,770; Unvested equity: 10,290 shares, $1,019,636 at $99.09. |
| Termination/Retirement | For cause or voluntary resignation: unvested equity forfeited; Committee discretion to accelerate vesting upon retirement. |
| Restrictive Covenants | Non‑solicitation (customers/employees) and confidentiality tied to equity awards. |
| Clawback | Rule 10D‑1 compliant clawback covering incentive cash and equity; triggered by accounting restatements or restrictive covenant violations. |
| Tax Gross‑Ups | Company discloses no tax gross‑ups in compensation plans; Equity Plan governance prohibits gross‑ups. |
Board Governance
- Roles: Chairman of the Board and CEO (combined); Lead Independent Director: Mary‑Kay H. Bourbulas.
- Independence: Board determined Molepske is not independent due to executive role; all committee voting members are independent.
- Committees: Molepske is not listed as a voting member of Audit, Compensation, or Governance & Nominating.
- Executive Sessions: Independent directors meet in executive session at least twice annually; LID presides.
- Meeting Attendance: All incumbent directors attended ≥75% of Board and committee meetings in 2024.
- Director Pay: CEO receives no additional compensation for Board service (non‑employee director structure summarized below for context).
Director compensation structure (non‑employee directors, 2024): Annual retainer $25,000; annual stock award $55,000; chair fees $15,000 (Audit/Comp/Governance); LID fee $25,000 when Chair is not independent.
Dual‑role implications:
- The Board cites benefits of combined roles for unified strategy; mitigations include a LID, independent committees, and regular executive sessions.
Director Compensation (as Director)
- Molepske does not receive incremental director compensation beyond executive pay.
Performance & Track Record (Selected)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (Index $100 at 1/1/2019) | $106.21 | $138.13 | $130.76 | $152.04 |
| Peer TSR (Russell 2000) | $134.57 | $105.56 | $121.49 | $133.60 |
| Net Income (USD) | $45,444,000 | $45,214,000 | $74,514,000 | $65,600,000 |
| Diluted EPS (USD) | $5.92 | $5.58 | $7.28 | $6.50 |
Compensation Structure Analysis
- Mix and leverage: 2024 CEO comp includes salary $783k, cash incentive $421k (59.2% of salary), and equity grant $421k (58.9% of salary), indicating a balanced at‑risk mix across cash and equity.
- Shift to full‑value equity: Long‑term incentives delivered via restricted stock (three-year ratable) rather than options; aligns with banking peer practices and reduces risk of option repricing.
- Governance features: No hedging/pledging, equity/bonus triggers, Rule 10D‑1 clawback, independent consultant cadence; no tax gross‑ups.
- CEO Excess Benefit Plan: Cash payment continued in 2024 ($40,767) but plan was terminated thereafter (de‑risking optics on perquisites).
Say‑on‑Pay & Shareholder Feedback
- The 2025 proxy solicits an advisory say‑on‑pay vote; the Board unanimously recommends “FOR.” Historical approval percentages were not disclosed in the filing.
Compensation Committee Analysis
- Composition (2024): Robert D. Gregorski (member), Stephen E. Johnson (member), Laura E. Kohler (member), Peter J. Van Sistine (Chair); all independent under SEC/Nasdaq rules; three meetings in 2024; empowered to retain independent advisors.
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited; pre‑clearance and blackout periods reduce trading risk.
- Clawback: Expansive, Rule 10D‑1 compliant (restatements and restrictive covenant breaches).
- Dual Role (CEO+Chair): Governance mitigants (LID/executive sessions/independent committees) in place.
- Tax Gross‑Ups: None in plans; Equity Plan bans gross‑ups.
- Legal Proceedings: Company reports none material for directors/NEOs in last 10 years.
Equity Grant & Vesting Details (2024 Awards)
| Grant Date | Type | Shares | Grant Price | Grant‑Date FV | Vesting |
|---|---|---|---|---|---|
| 3/1/2024 | Restricted Stock | 4,908 | $85.85 | $421,352 | One‑third annually over 3 years; dividends and voting rights during restriction. |
Employment Terms Summary (Severance/CIC)
| Component | Terms/Values |
|---|---|
| CIC Cash Severance | 3x base salary (CEO) → $2,349,000 (as of 12/31/2024). |
| CIC Bonus Component | Lump sum equal to average of prior 3 years’ bonuses → $370,770 (as of 12/31/2024). |
| Health Benefits | Reimbursement for 3 years (CEO). |
| Equity | Full vesting on CIC; 10,290 unvested shares valued at $1,019,636 at $99.09. |
| Triggers | Double‑trigger (CIC + qualifying termination). |
| Clawback/Restrictive Covenants | Rule 10D‑1 compliant; non‑solicitation and confidentiality tied to awards. |
Investment Implications
- Alignment and ownership: Molepske holds 105,053 shares (1.05% of outstanding) and is subject to robust ownership guidelines; combined with prohibitions on hedging/pledging and a Rule 10D‑1 clawback, this supports alignment with shareholders.
- Near‑term supply dynamics: 5,560 RS shares are due to vest in 2025 (vs. 3,094 in 2026; 1,636 in 2027), potentially adding selling pressure around vest dates subject to blackout windows and pre‑clearance.
- Pay‑for‑performance: 2024 cash and equity earned near 60% of salary each as performance landed between targets and maximums across EPS/ROA/Assets per FTE; CAP rose modestly to $1.76M while TSR outpaced the Russell 2000 and EPS declined YoY (operational performance sensitivity in incentive design appears intact).
- Governance posture: Combined CEO/Chair role mitigated by LID, independent committees, and executive sessions; no tax gross‑ups and termination of the CEO Excess Benefit Plan after 2024 improve compensation optics.
- CIC protections: Double‑trigger CIC with 3x salary and average bonus plus health premiums and full equity vesting could limit activist/leverage dynamics in a sale scenario but provides retention stability through uncertain periods.