Benjamin Mackovak
About Benjamin Mackovak
Benjamin Mackovak (age 43) is an independent director of BankFinancial Corporation (BFIN) with a term expiring at the 2026 annual meeting; he was appointed pursuant to a Standstill Agreement with Strategic Value Bank Partners, an investment partnership he co-founded and manages specializing in community banks . His background spans investment management and bank board service, including founder/PM at Cavalier Capital, senior analyst at Rivanna Capital, associate PM at First American Trust, and earlier career at Merrill Lynch . He brings bank-specific financial expertise from multiple board and committee roles across community banks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cavalier Capital | Founder and Portfolio Manager | Not disclosed | Investment management leadership |
| Rivanna Capital | Senior Analyst | 2006–2012 | Equity research/analysis |
| First American Trust | Associate Portfolio Manager | 2004–2005 | Portfolio management |
| Merrill Lynch | Early career | Not disclosed | Financial services experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| First Foundation Inc. | Director | Current | Bank board experience |
| People’s Bank of Commerce | Director | Current | Bank board experience |
| Keystone Bank | Director | Current | Bank board experience |
| Community Bank of the Bay | Director | Prior | Served on Audit, Compensation, Loan, CG/Nominating, ALCO, Strategic, IT, M&A committees across various banks |
| United Security Bancshares | Director | Prior | See committee breadth above |
| First South Bancorp | Director | Prior | See committee breadth above |
| Peak Bancorp | Director | Prior | See committee breadth above |
| Foothills Community Bank | Director | Prior | See committee breadth above |
| First State Bank of Colorado | Director | Prior | See committee breadth above |
| Great Lakes Science Center | Director | Current | Non-profit board service |
Board Governance
- Independence: The Board determined all directors other than the CEO (Gasior) are independent under NASDAQ Rule 5605(a)(2); Mackovak is independent .
- BFIN committee assignment: Human Resources Committee (members: Cassandra J. Francis – Chair; Aaron J. O’Connor; Benjamin Mackovak) .
- Attendance: In 2024, the Board held five regular and one special meeting; no director attended less than 75% of Board and committee meetings on which they served .
- Lead Independent Director structure: Lead Director is the Chair of the Corporate Governance & Nominating Committee; independent directors hold executive sessions and the Board periodically meets outside the CEO’s presence .
- Standstill governance overlay: Under the Standstill Agreement, SVB Partners Parties (including Mackovak) are capped at 9.99% beneficial ownership, agree not to solicit proxies or seek to control management/policy, and must vote with Board recommendations during the standstill period; appointment to the Board was part of this agreement .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| BFIN Board cash fee | $1,500 per month | Paid to Company-only directors; Mackovak is not a Bank director |
| 2024 total fees | $16,500 | Elected Feb 7, 2024; monthly fee accrued (pro rata) |
| Travel expense reimbursement | Provided | Reimbursed for attending Board meetings |
- The Company paid no equity compensation to directors and has no securities authorized under equity compensation plans .
Performance Compensation
- Directors do not receive performance-based equity or cash awards; BFIN uses no director equity programs .
- As a Human Resources Committee member, Mackovak oversees executive incentive structures. The CEO’s 2024 incentive matrix (governed by HR Committee) is below.
| Metric Category | Weight | 2024 Performance | 2024 % Awarded of Base |
|---|---|---|---|
| Earnings Per Share | 40% | 33% of $1.00 target; actual EPS $0.33 | 5.00% |
| Net Commercial Loan Growth | 5% | Below expectations | — |
| Commercial Loan Originations | 5% | Below expectations | — |
| Securities Portfolio | 5% | Met expectations; AOCI (0.4%) of tangible capital | 15.00% |
| Asset Quality | 20% | Below expectations; nonaccruals elevated | 5.00% |
| Internal Controls | 10% | Met expectations | 15.00% |
| Leadership & Planning | 15% | Met expectations | 18.00% |
| Composite | 100% | Met overall | 7.95% of base salary |
- HR Committee used an independent compensation consultant (Frederic W. Cook & Co.); independence affirmed and no conflicts identified .
Other Directorships & Interlocks
| Entity | Sector | Relationship to BFIN | Potential Interlock/Note |
|---|---|---|---|
| First Foundation Inc. | Banking/Financials | External public bank | Bank-to-bank network; committee experience |
| People’s Bank of Commerce | Banking | External bank | Bank-to-bank network |
| Keystone Bank | Banking | External bank | Bank-to-bank network |
| Multiple prior bank boards | Banking | External banks | Broad committee exposure (Audit, Compensation, Loan, CG/Nominating, ALCO, Strategic, IT, M&A) |
- Related-party transactions: None involving Mackovak under Item 404(a) at appointment; Company policy requires disinterested Board approval and arm’s-length terms for any director-related transactions .
Expertise & Qualifications
- Co-founder and managing member of a bank-focused investment partnership; extensive community bank board service with multi-committee experience, providing financial and governance expertise .
- HR Committee service at BFIN aligns his experience with executive pay oversight and risk-adjusted incentive design .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Benjamin Mackovak | 645,000 | 5.18% | Reported via Strategic Value Bank Partners; Mr. Mackovak has no sole voting or dispositive power |
| Shares outstanding (record date) | 12,460,678 | — | Reference denominator |
- Standstill restrictions: Beneficial ownership capped at 9.99%; voting obligations align shares with Board recommendations during standstill .
- Hedging/pledging: Company policy prohibits purchasing BFIN in margin accounts or pledging as collateral; hedging transactions require prior written consent of the Corporate Governance & Nominating Committee .
Governance Assessment
- Strengths: Independent director; significant bank-sector expertise; HR Committee member influencing pay-for-performance with independent consultant oversight; Board improved governance (declassification, majority vote/resignation policy); strong say-on-pay support (>82% in 2024) .
- Alignment: Material beneficial ownership via SVB Partners suggests economic alignment, albeit with no sole voting/dispositive power; standstill voting commitments further stabilize governance during his term .
- Engagement/Attendance: No director fell below 75% attendance in 2024; Board and independent directors conduct executive sessions .
- RED FLAGS / Watch items:
- Investor representative: As co-founder of a significant shareholder (5.18%), potential perceived conflict exists; mitigated by independence determination, Item 404 clean status, and standstill constraints limiting activism/control attempts .
- Multi-board load: Multiple concurrent bank directorships may raise time-commitment concerns; monitor attendance and committee effectiveness at BFIN, noting 2024 attendance thresholds were met .
- Voting alignment under standstill: Required support for Board nominees and recommendations during standstill could be viewed as limiting independent dissent; assess post-standstill stance and ongoing independence .
- Equity plan absence for directors: No director equity grants at BFIN; alignment relies on external beneficial holdings rather than BFIN-specific director stock programs .