Michael S. Stayer-Suprick
About Michael S. Stayer-Suprick
Independent director of Bank First Corporation (BFC), age 58, appointed to the Board in July 2024. He is the third‑generation CEO of Johnsonville Holdings and previously led Johnsonville Sausage Group as President; earlier, he was President of West Shore Industries (1999–2009). Education: BA in economics and financial applications from Southern Methodist University; MBA from Northwestern University’s Kellogg School of Management. Current BFC committee assignments: Audit Committee (member) and Governance & Nominating Committee (member). Independence determined under NASDAQ/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnsonville Holdings | CEO (third‑generation) | Current | Oversees portfolio in food, bioscience, fabrication, and a venture capital fund; strategic corporate development focus |
| Johnsonville Sausage Group | President | Not disclosed | Led international growth, M&A activities, strategic corporate development |
| West Shore Industries | President | 1999–2009 | Operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnsonville Holdings | CEO | Current | Portfolio includes a venture capital fund; broad business operations and M&A experience |
- Proxy does not disclose other public company directorships for Stayer‑Suprick.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Stayer‑Suprick is independent under NASDAQ/SEC rules; all voting members of Audit, Compensation, and Governance & Nominating committees meet independence requirements |
| Committees | Audit Committee – Member; Governance & Nominating – Member; Compensation Committee – Not listed as member |
| Audit Committee Activity | Participated on Audit Committee that reviewed audited 2024 financials and auditor independence (Forvis Mazars, LLP) |
| Attendance | In 2024, all incumbent directors attended at least 75% of Board and committee meetings; Annual Meeting attendance by incumbents except those not serving a full year (Stayer‑Suprick joined July 2024) |
| Years of Service | Director since 2024 |
Fixed Compensation
- Non‑employee director compensation structure (2024): Annual cash retainer $25,000; annual stock award $55,000; committee chair fees $15,000; Board Chair fee $25,000 (if independent); Lead Independent Director fee $25,000 (if Chair not independent). No changes in 2024 after 2023 market positioning adjustments.
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 25,000 | Standard non‑employee director retainer |
| Committee Chair Fees | 15,000 | Per chair role (Audit/Comp/GN) |
| Board Chair Fee (if independent) | 25,000 | If applicable |
| Lead Independent Director Fee (if Chair not independent) | 25,000 | If applicable |
| Annual Stock Award | 55,000 | Granted as restricted stock |
Fiscal Year 2024 compensation (reported):
| Director | Cash Fees ($) | Dividends ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Michael S. Stayer‑Suprick | 25,000 | 0 | 0 | 0 | 25,000 |
Performance Compensation
Program terms for director equity (2024):
| Metric | Value/Terms |
|---|---|
| Grant date | March 1, 2024 |
| Shares granted (per director) | 641 shares |
| Grant FMV/share | $85.85 |
| Award type | Restricted stock under 2020 Equity Plan |
| Vesting | One‑year cliff (anniversary of grant) |
| Dividends on unvested awards | Dividends paid (see director table; not applicable to Stayer‑Suprick in 2024) |
Awards to Stayer‑Suprick in FY2024:
| Grant Type | Shares | Grant Date | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | 0 | N/A | 0 | N/A | Joined in July 2024; 2024 director stock grant applied to 2023 service for incumbents |
- No director options or PSUs are disclosed; equity compensation for directors is time‑based restricted stock.
Other Directorships & Interlocks
- No other public company board service or interlocks are disclosed for Stayer‑Suprick in the proxy.
Expertise & Qualifications
- Business operations, strategic planning, and M&A competencies from Johnsonville leadership roles.
- Education: BA, Southern Methodist University (economics and financial applications); MBA, Northwestern University Kellogg School of Management.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Detail | As of |
|---|---|---|---|---|
| Michael S. Stayer‑Suprick | 3,555 | <1% | All shares held directly | April 7, 2025 |
- Ownership guidelines: Upon initial election, directors must own at least 2,000 shares; within five years, must own ≥5× annual stock award or $275,000 in Company stock. All directors and senior management complied with the policy in FY2024. Stayer‑Suprick’s 3,555 shares exceed the initial 2,000‑share threshold; five‑year compliance window measured from July 2024 election per policy.
Governance Assessment
- Strengths: Independent status; active roles on Audit and Governance & Nominating Committees; Board/committee independence confirmed; Board‑level annual evaluations and committee self‑assessments; attendance standards met across incumbents; director equity compensation aligns interests via ownership.
- Ownership alignment: Direct ownership of 3,555 shares and mandatory director ownership policy enhance skin‑in‑the‑game.
- Compensation reasonableness: Cash retainer and standard restricted stock program; no unusual director pay elements reported for 2024.
- Conflicts/related party: Company discloses related‑party policies and Reg O compliance for insider loans; 2024 related‑party disclosure limited to an affiliate (Ansay & Associates). No transactions requiring disclosure with Stayer‑Suprick/Johnsonville were reported.
- RED FLAGS: None identified in filings regarding related‑party transactions, pledging, or attendance shortfalls for incumbents; director compensation structure appears standard with no option repricing or tax gross‑ups disclosed.