Robert D. Gregorski
About Robert D. Gregorski
Robert D. Gregorski, 63, is an independent director of Bank First Corporation (BFC), serving since October 2010. He is founder and principal of Gregorski Development, LLC (formed 2002), a commercial real estate developer; previously a partner at Alpert & Gregorski, LLP, a personal injury law firm. He holds a B.A. (1984) and J.D. (1988) from the University of Wisconsin–Madison, and currently serves on BFC’s Compensation Committee and Loan Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gregorski Development, LLC | Founder & Principal | Formed 2002; ongoing | Leads site identification/acquisition, entitlement, financing, construction, and property management across retail and multifamily assets |
| Alpert & Gregorski, LLP | Partner | Prior to 2002 (dates not specified) | Personal injury law practice in Manitowoc, WI |
External Roles
- No other public company directorships disclosed for Gregorski in BFC’s proxy statements .
Board Governance
| Committee | Role | Year(s) | Meetings Held |
|---|---|---|---|
| Compensation Committee | Member | 2024 | 3 meetings; all members independent; Chair: Peter J. Van Sistine |
| Loan Committee | Member (non-employee director) | 2024 | Meets quarterly and as needed; 2024 members: Bourbulas, Gregorski, Johnson |
- Independence: Board determined Mr. Gregorski meets NASDAQ and SEC independence requirements; he is independent and serves on independent committees .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings; Board met 6 times (Company) and 11 times (Bank) .
- Additional governance processes: Annual Board and committee self-evaluations via a third-party platform; committee charters reviewed annually .
Fixed Compensation
| Fiscal Year | Fees Earned (Cash) ($) | Dividends ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 25,000 | 911 | 55,030 | 80,941 |
| 2023 | 25,000 | 745 | 55,077 | 77,535 |
- Structure: Annual retainer $25,000; annual stock award $55,000; committee chair fees $15,000; Lead Independent Director/Board Chair $25,000 when applicable; no changes to director comp in 2024 .
Performance Compensation
- Non-employee director equity grants are time-based restricted stock (not performance-conditioned) with one-year vesting for directors; each director received 641 shares on March 1, 2024 at $85.85 FMV per share for 2023 board service . No director performance metrics tied to compensation are disclosed for Gregorski .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no member (including Gregorski) was an officer/employee, participant in related party transactions (outside ordinary-course loans), or had interlocking relationships requiring disclosure . |
| Related-party transactions | Company reports no transactions requiring disclosure beyond Ansay & Associates (not related to Gregorski); related-party loans follow Regulation O and are ordinary-course on market terms . |
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Real Estate | Board matrix indicates real estate expertise; biography emphasizes commercial real estate development |
| Legal | Board matrix indicates legal expertise; prior law firm partner |
| M&A/Business Operations | Board matrix shows M&A/business operations exposure |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert D. Gregorski | 38,603 | <1% (asterisk) | All shares held directly; % based on 9,980,470 shares outstanding |
- Ownership guidelines: Directors must own at least 2,000 shares initially and reach ≥5x annual stock award (or $275,000) by the 5th anniversary; all directors and senior leadership complied in fiscal 2024 .
- Hedging/pledging: Prohibited under Equity Plan and Insider Trading Policy; blackout periods and pre-clearance required for trades .
Governance Assessment
- Strengths: Long-serving independent director (since 2010) with deep real estate and legal experience, aligned via equity ownership and director stock ownership requirements. Active on key committees (Compensation and Loan), with documented independent committee composition and regular meetings; director pay structure balanced with meaningful equity component; company policies prohibit hedging/pledging and provide clawbacks for incentive compensation .
- Potential risks and mitigants: As a real estate developer serving on the Loan Committee, perceived conflict risk exists if counterparties overlap; however, Company reports related-party loans are ordinary-course on market terms and discloses no transactions requiring related-party disclosure for Gregorski. Board maintains a robust related-party approval policy and annual independence determinations, which mitigates conflict concerns .
- Attendance/engagement: Board and committees met regularly; all incumbent directors met ≥75% attendance thresholds in 2024, supporting engagement standards .
RED FLAGS: None disclosed specific to Gregorski. No pledging/hedging, no interlocks, no related-party transactions requiring disclosure. Continue monitoring ordinary-course lending exposure for any future overlap with Gregorski Development .