Phillip R. Maples
About Phillip R. Maples
Phillip R. Maples, 59, is an independent director of Bank First Corporation (BFC), serving since 2021. He is a partner at DeWitt, LLP with 32+ years of legal practice focused on wealth planning, corporate and agribusiness transactions, succession planning, and complex estate, gift, and income tax matters; prior roles include partner at Michael Best (2016–2024) and shareholder at Whyte Hirschboeck Dudek (1996–2009). He holds a B.A. (with distinction) from the University of Wisconsin–Madison (1988) and a J.D. from the University of Wisconsin Law School (1992), where he has also taught in the practice skills program; he formerly served as outside general counsel to Holstein Association USA. Maples serves on BFC’s Audit Committee and Governance & Nominating Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DeWitt, LLP | Partner | Ongoing | Statewide practice in wealth planning; corporate/agribusiness transactional and structural planning; succession and tax counsel |
| Michael Best | Partner | 2016–2024 | Corporate governance counsel; wealth transfer and tax planning |
| Whyte Hirschboeck Dudek, S.C. | Shareholder | 1996–2009 | Wealth planning, probate/trust administration, dispute resolution |
| Local manufacturer (unnamed) | Management team leader | 6 years (prior period) | Led operational and legal departments |
| Holstein Association USA | Outside General Counsel | Prior service (dates N/D) | Counsel to the world’s largest dairy breed association |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Museum of Wisconsin Art | President; Board & Executive Committee | Prior service | Leadership and governance at statewide arts institution |
| University of Wisconsin Law School | Instructor (Wealth Planning Practice Skills) | Recurring | Professional education/mentoring in wealth planning |
| Various private companies | Board Member | Ongoing (unspecified) | Governance and strategic counsel |
Board Governance
- Independence: The Board determined Maples is independent under Nasdaq and SEC rules; he also meets the committee-specific independence standards. In 2024, the Board had 10 independent and 2 non-independent directors.
- Committee Assignments (2024): Audit Committee (5 meetings in 2024); Governance & Nominating Committee (12 meetings in 2024).
- Committee Chairs (context): Audit—Judy L. Heun (retired Feb 2025; succeeded by Daniel C. McConeghy); Governance & Nominating—Mary-Kay H. Bourbulas; Compensation—Peter J. Van Sistine. Maples is a member, not a chair.
- Board & Bank Meeting Cadence (2024): Company Board—6 meetings; Bank Board—11 meetings. All incumbent directors attended ≥75% of aggregate Board and committee meetings.
- Executive Sessions: Independent directors met in executive session twice in 2024; presided over by the Lead Independent Director (Mary‑Kay H. Bourbulas).
- Board Leadership: CEO and Chair roles combined (M. Molepske); mitigated by Lead Independent Director structure and responsibilities.
Fixed Compensation
| Component | BFC Policy (Directors) | Maples 2024 Amount |
|---|---|---|
| Annual Cash Retainer | $25,000 | $25,000 |
| Committee Chair Fee (per chair) | $15,000 (Audit/Comp/G&N) | N/A (member, not chair) |
| Lead Independent Director Fee | $25,000 (only when Chair not independent) | N/A |
| Meeting Fees | Not listed in policy table | Not disclosed (no separate meeting fees indicated) |
| Total Cash (2024) | — | $25,000 |
Notes: Director compensation structure was reset following a 2023 Pearl Meyer study; 2024 structure unchanged.
Performance Compensation
| Equity Element | Terms | Maples 2024 Detail |
|---|---|---|
| Annual Stock Award | Restricted stock; time-vested; vests on the one-year anniversary; value targeted by Compensation Committee | 641 shares granted on 3/1/2024 at $85.85, grant-date fair value $55,030; dividends on unvested $911; total 2024 reported compensation $80,941 |
| Performance Metrics (Director Awards) | Proxy describes director equity as time-vested restricted stock; no performance conditions disclosed for director equity | Time-vested; no performance metrics disclosed for director equity awards |
Governance features applicable to equity include minimum vesting periods, no hedging or pledging, no tax gross-ups, and shareholder approval for material amendments. Clawback policy compliant with Rule 10D‑1 applies to incentive compensation (cash and stock).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Maples in the proxy biography |
| Private/non-profit boards | Several private company boards; prior President/Board leadership at Museum of Wisconsin Art |
| Interlocks/conflicts | No related‑party transactions involving Maples disclosed; Company reports no other related‑party transactions requiring disclosure beyond the noted Ansay & Associates relationship (not involving Maples) |
Expertise & Qualifications
- Skills/Matrix: Legal, Real Estate, M&A; Business/Operations experience per Board experience matrix.
- Education: B.A., University of Wisconsin–Madison (1988, with distinction); J.D., University of Wisconsin Law School (1992).
- Domain Expertise: Wealth planning, corporate and agribusiness transactions, estate/gift/income tax; governance advisory and dispute resolution.
Equity Ownership
| Holder | Total Beneficial Ownership | % of Class | Direct vs. Indirect | Notes |
|---|---|---|---|---|
| Phillip R. Maples | 5,388 shares | <1% | 3,844 direct; 1,544 in trust | As of April 7, 2025 record date |
| Ownership Guidelines | Directors: ≥2,000 shares upon election; within 5 years minimum ownership equal to 5x annual stock award ($275,000) | — | — | Company reports all directors complied in 2024 |
| Trading/Hedging | Insider Trading Policy prohibits short sales and hedging; blackout periods and preclearance required; Equity Plan prohibits hedging and pledging | — | — | |
| Section 16 Compliance | Company states all Section 16(a) filing requirements were complied with for FY2024 | — | — |
Governance Assessment
-
Strengths
- Independent director with deep legal and governance expertise, relevant to Audit and Governance & Nominating oversight.
- Active committee service on two key committees with substantial 2024 activity (Audit: 5 meetings; Governance & Nominating: 12 meetings).
- Alignment with shareholders via required stock ownership; Maples beneficially owns 5,388 shares; all directors compliant with ownership policy in 2024.
- Robust risk and governance infrastructure: independent director executive sessions; annual board and committee self-assessments; clawback policy; insider trading restrictions (no hedging/pledging).
-
Potential Risks/Watch Items
- Board leadership structure combines CEO and Chair; mitigated by a designated Lead Independent Director and regular independent executive sessions.
- Related-party monitoring remains important in community banking; Company discloses a 40% ownership in Ansay & Associates and no other transactions requiring disclosure; none involve Maples.
-
Red Flags
- None identified specific to Maples: no related-party transactions disclosed; Section 16 compliance affirmed; policies prohibit hedging/pledging.
Director Compensation (Maples – FY2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $25,000 |
| Stock Awards (Grant-Date Fair Value) | $55,030 (641 shares at $85.85, granted 3/1/2024; 1-year vest) |
| Dividends on Unvested Awards | $911 |
| All Other Compensation | $0 |
| Total | $80,941 |
Board Governance Details (Committee Roster Snapshot)
| Committee | Role | 2024 Meeting Count |
|---|---|---|
| Audit Committee | Member (Maples) | 5 |
| Governance & Nominating | Member (Maples) | 12 |
Additional context: In 2024, all incumbent directors attended ≥75% of aggregate Board and committee meetings; Company Board met 6 times; Bank Board met 11 times.