Debra Zukonik
About Debra R. Zukonik
Debra R. Zukonik, age 62, is an independent director of BankFinancial Corporation (BFIN) serving since 2020 with a current term expiring at the 2026 annual meeting. She is co-owner and Chief Credit Officer of Dare Capital Partners, LLC, and co-owner of several factoring- and finance-related businesses; her core credentials emphasize commercial finance, credit and collections, underwriting, and financial/credit analysis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dare Capital Partners, LLC | Co-owner & Chief Credit Officer | Not disclosed | Asset-based lending and A/R factoring; co-investment with financial institutions |
| NN6, LLC | Co-owner | Not disclosed | Technology company providing specialty reporting for factoring software |
| Horizon ProMed, LP | Co-owner | Not disclosed | Commercial real estate investment company |
| FactorHelp, Inc. | Co-owner | Not disclosed | Factoring consulting firm |
| Factor Solutions, LLC | Co-owner | Not disclosed | Servicing for factoring transactions |
| Commercial Finance Association (Exec Committee) | Member (prior) | Not disclosed | Executive Committee member (prior) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Factoring Association | Board of Directors | Not disclosed | Current board member |
| International Factoring Association | Advisory Board (served four times over past 20 years) | Various | Former advisory board member |
| Public company boards | Not disclosed | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Independence: Board determined all directors except the CEO are “independent” under NASDAQ Rule 5605(a)(2); Zukonik is independent .
- 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 .
- Tenure and term: Director since 2020; current term to expire at the 2026 annual meeting .
- Lead Independent Director: The Chair of the Corporate Governance & Nominating Committee serves as Lead Director; currently Cassandra J. Francis is Chair .
Committee memberships (most recent year vs prior):
| Committee | 2024 Membership | Meetings in 2024 | 2023 Membership | Meetings in 2023 |
|---|---|---|---|---|
| Executive | — | 0 | — | 1 |
| Audit | — | 4 | — | 4 |
| Corporate Governance & Nominating | Member | 2 | — | 1 |
| Human Resources (Compensation) | — | 1 | — | 1 |
| Community & Environmental | — | 1 | Member | 1 |
Fixed Compensation
Fee structure (directors):
- Company Board fee: $1,500 per month (Zukonik receives this; reimbursed travel expenses) .
- Bank Board fee: $3,000 per month (paid to bank directors; Zukonik is not a bank director) .
- Audit Committee fee (Bank auditors): $500/month to Audit Chair; $400/month to members; Zukonik not on Audit Committee .
| Metric | 2023 | 2024 |
|---|---|---|
| Debra R. Zukonik – Fees Earned or Paid in Cash ($) | $18,000 | $18,000 |
| Committee/Chair Fees ($) | $0 (not an Audit member/chair) | $0 (not an Audit member/chair) |
| Perquisites | Travel reimbursement (no other perqs) | Travel reimbursement (no other perqs) |
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed for directors; director table shows cash fees only | Not disclosed for directors; director table shows cash fees only |
| Performance metrics tied to director pay | Not disclosed | Not disclosed |
The Company states no securities are authorized for issuance under any equity compensation plan, and director compensation tables list only cash fees, indicating no routine equity grants to directors .
Other Directorships & Interlocks
- No public company directorships disclosed beyond BFIN; industry association roles include American Factoring Association and prior IFA advisory roles .
- Standstill agreement context: The Board appointed investor Benjamin Mackovak as a director in 2024 under a standstill; while not directly related to Zukonik, it reflects active shareholder engagement on board composition .
Expertise & Qualifications
- Commercial finance domain expertise with formal training and experience in credit & collections, underwriting, and financial/credit analysis .
- Multi-entity experience across factoring operations, technology reporting for factoring, and real estate investment .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent Outstanding |
|---|---|---|
| Debra R. Zukonik | 3,650 | <1% (*) |
Additional alignment and policy notes:
- Pledging/Hedging: Insider Trading Policy prohibits directors from purchasing BFIN stock in margin accounts or pledging as loan collateral; hedging transactions are prohibited without prior written consent of the Corporate Governance & Nominating Committee .
- Section 16 compliance: Company reports no delinquencies in required ownership filings for year ended Dec 31, 2024 .
Governance Assessment
- Independence & attendance: Zukonik is independent and met the Board’s minimum attendance threshold; overall Board attendance was ≥75% for all directors in 2024—supportive of engagement and oversight .
- Committee effectiveness: Her 2024 service on the Corporate Governance & Nominating Committee aligns with her governance experience; prior service on the Community & Environmental Committee reflects broader oversight exposure .
- Pay structure: Minimal, fixed cash retainer ($1,500/month) with no disclosed equity grants keeps director incentives straightforward but limits equity alignment depth relative to peers; however, the company’s policies restrict pledging/hedging to preserve alignment .
- Ownership: Beneficial ownership is modest (3,650 shares, <1%), providing limited “skin in the game” signal versus larger holders on the board; still, lack of pledging and Section 16 compliance are positive .
- Conflicts/related-party: Zukonik’s active roles in factoring/asset-based lending businesses create potential conflict vectors in overlapping markets; the proxy discloses no related-party credit extensions and a policy requiring disinterested board approval at arm’s-length terms for any director-provided goods/services—mitigating conflict risk; no related-party transactions are disclosed for 2024 .
- Shareholder sentiment: 2025 say-on-pay passed (For 6,674,261; Against 2,371,042; Abstain 69,711; Broker non-votes 1,085,527), and shareholders approved a charter amendment to make bylaw-amending power non-exclusive—signals support for governance reforms and compensation approach .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 6,674,261 | 2,371,042 | 69,711 | 1,085,527 |
| Charter amendment (non-exclusive bylaw amendment power) | 8,391,608 | 617,904 | 105,541 | 1,085,527 |
The Board also disclosed proactive stockholder engagement and consultant support around governance reforms and compensation practices in the 2025 proxy .
Director Compensation (Structure details)
| Element | Amount/Policy | Notes |
|---|---|---|
| Company Board fee | $1,500/month | Paid to Zukonik (not a Bank director) |
| Bank Board fee | $3,000/month | Paid to Bank directors (not Zukonik) |
| Audit Committee fee | $500/month (Chair), $400/month (members) | Zukonik not an Audit member |
| Perquisites | Travel reimbursement | No other perquisites |
Related Party Transactions & Policies
- No outstanding extensions of credit to any director or related interests as of Dec 31, 2024; director/exec transactions require disinterested Board approval, arm’s-length terms, and compliance with laws/regulations .
Risk Indicators & RED FLAGS
- Shares pledged/hedged: Policy prohibits pledging and hedging without consent—no pledging disclosed for Zukonik (positive) .
- Related-party exposure: Potential industry overlaps via factoring businesses; no related-party transactions disclosed (mitigated by policy and 2024 disclosure) .
- Attendance: No concerns flagged; met ≥75% threshold .
- Pay anomalies: Director compensation appears consistent and modest; no equity repricing or unusual awards disclosed .
Compensation Committee Analysis (context)
- Human Resources Committee (compensation) comprised of independent directors; empowered to retain independent compensation consultants; Cook & Co. engaged in 2024 for peer analysis (executives and directors) .
Equity Ownership & Insider Trades (currency note)
- We relied on the latest proxy beneficial ownership table (as of May 16, 2025). The Company reports no Section 16(a) filing delinquencies for 2024 .
Note: We attempted to retrieve Form 4 insider trades for “Debra Zukonik” to supplement current holdings, but access to the insider-trades service was unavailable; no additional SEC Form 4 detail could be added beyond proxy disclosures [insider-trades tool access attempted; proxy used instead].
Summary Implications for Investors
- Governance quality: Independent status, committee service, and attendance support board effectiveness; Lead Director structure and recent governance amendments indicate responsiveness to shareholder expectations .
- Alignment: Cash-only director fees and modest personal share ownership suggest limited equity-linked alignment; anti-pledging and hedging policies are positive .
- Conflicts: Zukonik’s factoring/ABL affiliations warrant monitoring for potential conflicts; current disclosures and policies indicate no related-person transactions and strong safeguards .