Cassandra Francis

About Cassandra J. Francis

Independent director of BankFinancial Corporation (BFIN); age 59; director since 2006 with current term to expire at the 2027 annual meeting. Background in urban planning, commercial real estate development/operations, and real estate finance/valuation, including senior roles at public, private, and non-profit organizations; licensed real estate managing broker (IL, IN), LEED Accredited Professional, Fellow of the American Institute of Certified Planners, Fellow of RICS, Fellow of the Chartered Institute of Arbitrators, and certified international commercial arbitrator and civil commercial mediator . The Board has determined she is independent under NASDAQ Rule 5605(a)(2) .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except the CEO are independent; Francis is independent .
• Board tenure and refresh: Average tenure noted by institutional investors as >10 years; board added three directors in past two years and is declassifying by 2028 (annual election of all directors), addressing refresh and accountability .
• Committee assignments and roles (2024 activity counts shown):
  • Human Resources Committee (Chair) – 1 meeting in 2024; responsible for CEO/NEO pay oversight; all members independent .
  • Corporate Governance & Nominating Committee – 2 meetings in 2024; chair of this committee serves as Lead Director (current chair is Terry R. Wells) .
  • Executive Committee – authorized to act between Board meetings; membership includes independent directors .
  • Community & Environmental Committee – 1 meeting in 2024; oversight of community and environmental policies and results .
• Attendance: In 2024, the Board held five regular and one special meeting; no director or committee member attended less than 75% of meetings on which they served .
• Annual meeting attendance: Five directors attended the 2024 annual meeting; three were absent (names not disclosed) .

Fixed Compensation (Director)

• Expense reimbursement: Directors reimbursed for travel expenses as applicable; Audit Committee travel reimbursement noted for other members; no perquisites beyond scheduled fees .

Performance Compensation (Director)

• Equity compensation: Company has no securities authorized for issuance under any equity compensation plan; no equity grants reported for directors .
• Performance-based pay: Director compensation is cash-based retainer; no performance-linked director pay disclosed .
• Clawback context: Executive incentive compensation only; HR Committee applies clawback policies for executives (NASDAQ policy, plus additional internal provisions), not applicable to director fees .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Francis in the proxy biography .
• Interlocks/committee roles elsewhere: Not disclosed for Francis; proxy lists external board roles for other directors but not for Francis at public companies .

Expertise & Qualifications

• Real estate development, urban planning, valuations, and leasing expertise, particularly in Midwestern markets .
• Professional credentials: Fellow (AICP), Fellow (RICS), Fellow (Chartered Institute of Arbitrators); certified international commercial arbitrator; civil commercial mediator; LEED AP; licensed real estate managing broker in IL and IN .
• Board contribution: Brings substantial urban planning and commercial real estate experience; extensive real estate finance and valuation expertise .

Equity Ownership

• Pledging/hedging: Insider Trading Policy prohibits purchasing Company stock in margin accounts or pledging as loan collateral, and restricts hedging transactions without prior written consent of the Corporate Governance & Nominating Committee .
• Equity plans: No equity compensation plans authorized; directors do not receive stock or option grants .

Governance Assessment

• Board effectiveness: Francis chairs the Human Resources Committee overseeing CEO/NEO compensation with independent membership, meetings outside management presence, and use of an independent compensation advisor (Frederic W. Cook & Co.), supporting pay governance rigor .
• Pay oversight signals: Company’s say-on-pay support exceeded 82% at the 2024 annual meeting, aligning with her compensation oversight role; HR Committee applied defined performance matrices, clawbacks, and risk-aligned incentives for executives (contextual governance signal) .
• Independence and engagement: Board independence affirmed (Francis independent); committee workload shows engagement across HR, Governance, Executive, and Community & Environmental topics; attendance thresholds met .
• Investor confidence positives:
  • Declassification to annual elections by 2028 and majority vote standard (enhances accountability) .
  • Director resignation policy for nominees failing to receive majority votes (enhances responsiveness) .
  • Stockholder engagement program on governance amendments; institutional feedback considered .
• Potential risk indicators:
  • Long average board tenure flagged by institutional holders; board addressing via refresh and declassification (monitor ongoing refresh and committee rotation) .
  • No equity-based director compensation (no ongoing grant program), though Francis maintains a personal shareholding; alignment depends on sustained beneficial ownership rather than structured ownership guidelines (no guidelines disclosed) .
• Related-party and conflicts: No related-party transactions outstanding as of year-end 2024; bank policies require disinterested board approval, arm’s-length terms, and compliance with applicable laws for any director-related transactions .

RED FLAGS to monitor: Board tenure profile (ongoing refresh execution) ; absence of director equity program (ownership alignment relies on voluntary holdings) ; confirm continued adherence to anti-pledging/anti-hedging policies .