Stephen E. Johnson
About Stephen E. Johnson
Stephen E. Johnson, 69, is an independent director of Bank First Corporation (BFC). He joined the Board in January 2019 and currently serves on the Audit, Compensation, Loan, and Community Reinvestment Act (CRA) Committees, bringing deep experience in compliance, community banking, and insurance operations . Johnson previously served as Market President and CRA Officer for Bank First (2017–2018) and Director of Compliance at First National Bank of Waupaca (2016–2017); he spent over 35 years at Sentry Insurance in operations support, underwriting planning, marketing operations, affinity markets, and consumer products underwriting. He holds a B.A. in Psychology from the University of Southern California (1978) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank First, N.A. | Market President; CRA Officer | 2017–2018 | Led market operations; CRA oversight |
| First National Bank of Waupaca | Director of Compliance; Chairman of the Board | 2016–2017 (Director of Compliance); Chairman tenure not specified | Compliance oversight; board leadership |
| Waupaca Bancorporation, Inc. | Chairman of the Board | Tenure not specified | Holding company governance |
| Sentry Insurance | Various director-level responsibilities in operations support, underwriting planning, marketing operations, affinity markets, and consumer products underwriting | 35+ years | Operational efficiency, underwriting, product/market strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waupaca County Emergency Food and Shelter Program | Director | Not disclosed | Community resource allocation |
| Western Golf Association/Evans Scholars Foundation | Director | Not disclosed | Scholarship support and fundraising |
| ThedaCare Foundation of Waupaca | Director | Not disclosed | Community health philanthropy |
| ThedaCare Family of Foundations | Director | Not disclosed | Regional health system support |
| Waupaca Area Community Foundation | Director | Not disclosed | Local grantmaking oversight |
| School District of Waupaca | Board of Education member | Not disclosed | Public education governance |
Board Governance
- Independence: Determined independent under NASDAQ and SEC rules; all voting members of Audit, Compensation, and Governance & Nominating committees are independent .
- Committee assignments and engagement:
- Audit Committee: Member; committee met 5 times in 2024 .
- Compensation Committee: Member; committee met 3 times in 2024 .
- Loan Committee: Non-employee director member; meets quarterly .
- CRA Committee: Board representative; meets at least 3 times per year .
- Board attendance: In 2024, Company Board held 6 meetings and the Bank Board held 11; all incumbent directors attended at least 75% of combined Board and committee meetings; independent directors held two executive sessions led by the Lead Independent Director .
- Leadership context: Chairman & CEO roles are combined; Mary-Kay H. Bourbulas served as Lead Independent Director in 2024 .
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fees | Lead Independent/Board Chair Fees | Notes |
|---|---|---|---|---|
| 2024 | $25,000 | $0 (not a chair) | $0 (not applicable to Johnson) | No per-meeting fees; structure unchanged from 2023 revisions |
Compensation structure for non-employee directors (context): Annual retainer $25,000; annual stock award $55,000; chair fees $15,000 per committee; Lead Independent Director fee $25,000 when Chair is not independent .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value per Share | Total Grant Fair Value | Vesting | Dividends on Unvested RS | Options |
|---|---|---|---|---|---|---|---|
| March 1, 2024 | Restricted Stock (for 2023 Board service) | 641 | $85.85 | $55,030 | One-year cliff (directors) | $911 (2024 dividends) | None (no option awards to directors) |
- Performance metrics tied to director awards: None disclosed; director equity awards are time-based restricted stock (not PSU/metric-linked) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed |
| Prior public company boards | Not disclosed; prior roles include chairman positions at First National Bank of Waupaca and Waupaca Bancorporation, Inc. (likely non-public) |
| Interlocks/conflicts | Compensation Committee reported no interlocks or insider participation issues; related party involvement limited to ordinary-course loans under Regulation O with market terms |
Expertise & Qualifications
- Board skills (matrix): Banking, Insurance, Marketing, M&A, Business/Operations, Compliance .
- Education: B.A. Psychology, University of Southern California, 1978 .
- Credentials: Compliance leadership in community banking; long-tenured operational and underwriting experience in insurance; extensive community and philanthropic board service .
Equity Ownership
| Holder | Total Beneficial Shares | Breakdown | % of Shares Outstanding | Ownership Policy Compliance |
|---|---|---|---|---|
| Stephen E. Johnson | 30,195 | 27,283 direct; 2,912 as custodian | <1% (asterisk per proxy) | Directors must own ≥2,000 shares initially and within 5 years own ≥5x annual stock award or $275,000; all directors complied in FY2024 |
Additional alignment and trading policies:
- Insider Trading Policy prohibits short sales, hedging, and pledging; pre-clearance required; blackout periods apply .
- Director stock awards accrue dividends during restriction period; voting rights during restriction .
Governance Assessment
- Strengths
- Independent director with multi-committee responsibilities (Audit, Compensation, Loan, CRA); active engagement evidenced by committee activity and minimum attendance thresholds .
- Relevant domain expertise in compliance and underwriting; board skills map confirms coverage in banking, compliance, and operations .
- Ownership alignment via significant shareholding (30,195 shares) and formal stock ownership guidelines; hedging/pledging prohibited .
- No disclosed related-party transactions involving Johnson; ordinary-course lending to insiders on market terms; no legal proceedings in past ten years .
- Watch items
- Not a designated “financial expert” on the Audit Committee; however, committee independence and multi-member sophistication are noted; chair transitioned in 2025 after Heun’s retirement .
- Combined Chair/CEO governance model persists; mitigated by a Lead Independent Director and regular executive sessions .
- Red flags
- None disclosed specific to Johnson (no pledging, no tax gross-ups, no option repricing, no related-party transactions, Section 16(a) compliance confirmed) .
Notes on Committee Work and Compensation Oversight
- Compensation Committee practices: Uses independent consultant at least every 3 years (Pearl Meyer in 2023); market-based benchmarking; no tax gross-ups; no discretionary bonuses outside program; no single-trigger CIC; clawback compliant with Rule 10D-1/Nasdaq .
- Audit Committee scope: Oversight of financial reporting integrity, internal and external audit, auditor independence; authority to hire/terminate auditors and pre-approve non-audit services .