F. Morgan Gasior
About F. Morgan Gasior
F. Morgan Gasior (age 61) is Chairman, Chief Executive Officer, and President of BankFinancial Corporation since its formation in 2004 and of BankFinancial, N.A. since 1989; he has served as a director of the Bank since 1983 and became a full‑time employee in 1988 as EVP & COO. He is licensed as an attorney in Illinois and Michigan (not actively practicing) . Under his leadership, BFIN delivered 1‑year TSR of 28.3% and 3‑year TSR of 34.4% in 2024, outperforming the ABA community bank indices (8.4% and -4.3% respectively), though net income fell to $4.1mm and EPS to $0.33 in 2024 amid credit and origination headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BankFinancial, N.A. | Director | 1983–present | Long-tenured board oversight of strategy, risk, and market expansion . |
| BankFinancial, N.A. | EVP & COO | 1988 | Operational leadership; led development of financial, lending, operational and technology strategies . |
| BankFinancial, N.A. | CEO & President | 1989–present | Oversaw lending mix shifts, asset quality management, and expansion initiatives . |
| BankFinancial Corporation | Chairman, CEO & President | 2004–present | Coordinated holding company governance, capital management, and investor engagement . |
| Predecessors (MHC/federal corp.) | Same positions | 1999–2005 | Guided demutualization era structures and corporate transition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Bars of IL & MI | Licensed Attorney (non‑practicing) | n/a | Legal credential supporting governance and regulatory oversight . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 491,488 | — | 64,398 | 57,560 | 613,446 |
| 2024 | 504,422 | — | 40,367 | 64,130 | 608,919 |
| 2025 (Base set) | 517,911 | n/a | n/a | n/a | n/a |
- All other compensation (2024) detail for Gasior: Perquisites $16,711; Insurance $3,669; Tax reimbursement on insurance $1,602; 401(k) match $9,925; PTO payout $32,223 .
- 2024/2025 merit increases: +2.5% (Mar 2024), +2.0% (Mar 2025) .
- CEO annual cash incentive opportunity: up to 50% of base salary .
Performance Compensation
Summary of CEO cash incentive design and 2024 outcomes (no equity incentives outstanding/granted).
| Metric | Weight | Target | Actual/Assessment | 2024 Payout Note |
|---|---|---|---|---|
| Earnings Per Share | 40% | $1.00 | $0.33 | Contributed to total payout; overall incentive = 7.95% of base . |
| Net Commercial Loan Growth | 5% | Business plan | Below expectations | 0% component (below) . |
| Commercial Loan Originations | 5% | Business plan | Below expectations | 0% component (below) . |
| Securities Portfolio | 5% | Risk/liquidity objectives | Met (AOCI ~ -0.4% of tangible capital) | Included in total . |
| Asset Quality | 20% | Internal thresholds | Below (nonaccruals/NPA; CDA claims on two gov’t exposures $18.9mm original balance) | Reduced payout . |
| Internal Controls | 10% | Satisfactory audits | Met | Included in total . |
| Leadership & Planning | 15% | Strategic initiatives | Met (SMB banking build‑out, product launches, succession) | Included in total . |
| Total | 100% | 7.95% of base salary; -37.3% vs 2023 . |
- 2024 CEO incentive paid: $40,367 (consistent with 7.95% of base) .
- No equity plan/grants: Company has no equity compensation plan; no stock options granted in 2024 .
- Clawback: NASDAQ-compliant clawback for executives; additional internal recovery provisions for others .
- Hedging/pledging: Prohibited; including margin accounts and hedging without prior approval .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Total beneficial ownership | 334,461 shares; 2.68% of outstanding as of 5/16/2025 . |
| Ownership detail | Includes 124,924 shares in Associate Investment Plan; includes 125,000 shares held by spouse (disclaimed) . |
| Vested vs unvested | No outstanding equity awards; no equity compensation plan . |
| Options (exercisable/unexercisable) | None; no options granted in 2024 . |
| Pledging/hedging | Prohibited by Insider Trading Policy (no margin or pledging; hedging requires prior written consent) . |
| Ownership guidelines | Not disclosed in proxy . |
Interpretation: With no RSUs/PSUs/options outstanding and a policy prohibiting pledging/hedging, there is limited vesting-driven selling pressure; alignment is primarily through direct share ownership and 401(k) plan holdings .
Employment Terms
| Provision | Key Terms (Gasior) |
|---|---|
| Agreements | Amended and restated employment agreements with Company and Bank dated May 3, 2022 . |
| Compensation elements | Base cannot be reduced without consent; eligible for cash incentives and perquisites capped at 10% of cash comp (auto/club dues) . |
| Severance – Without Cause | Cash: $1,735,547; Continued benefits: $31,757 (as of 12/31/2024) . |
| Severance – Good Reason | Same as without cause; “good reason” includes pay/benefits reduction, relocation, material breach, or post‑CoC diminution (double trigger) . |
| Disability | Cash: $1,247,072; Benefits: $24,700 (offset for disability/Social Security) . |
| Death | Cash: $1,247,072; Benefits: $24,700 . |
| Change in Control | Double trigger; cash: $1,735,547; benefits: $31,757; subject to 280G cut‑back if applicable . |
| Non‑solicit | Greater of 12 months or the period of severance payments/benefits; general release required . |
| Health benefits continuation | Continued coverage through specified periods; ends upon new comparable coverage or Medicare (or age 65 for certain cases) . |
Board Governance
- Roles: Chairman of the Board and CEO (combined); Board does not mandate separation but employs a Lead Director structure (Lead Director is Chair of Corporate Governance & Nominating Committee) .
- Committees: Chairs the Executive Committee; also chairs the Community & Environmental Committee; not a member of Audit, Corporate Governance & Nominating, or Human Resources Committees (all independent) .
- Independence: All directors except Mr. Gasior are independent under NASDAQ rules .
- Attendance: In 2024, Board held five regular and one special meeting; no director attended <75% of meetings; five directors attended the 2024 annual meeting .
- Director fees: Gasior receives no director fees for board/committee service .
- Say‑on‑pay: 2024 say‑on‑pay support exceeded 82% .
- Governance refresh: Board declassification and majority voting phased in by 2028, stockholders given power to amend bylaws (subject to Charter amendment approval) .
Compensation Structure Analysis
- Mix and risk: Compensation is predominantly fixed cash salary plus a capped annual cash incentive (max 50% of base), with no long‑term equity plan—reducing multi‑year retention leverage but also limiting dilution and vesting‑related selling .
- Metric rigor: 2024 EPS target of $1.00 versus $0.33 actual yielded a below‑target EPS result; asset quality headwinds (nonaccruals and CDA claims) further constrained payout; total payout fell 37.3% YoY to 7.95% of base—directionally aligned with weaker profitability .
- Controls: Robust clawback framework and explicit prohibitions on pledging/margin accounts/hedging support alignment and risk management .
- Consultant/benchmarks: FW Cook engaged; independence affirmed; performance comparisons used local peers (e.g., FNWD, FBIZ) for context; say‑on‑pay support strong in 2024 .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income ($000) | 10,494 | 9,393 | 4,073 |
| EPS ($) | 0.80 | 0.74 | 0.33 |
| Cumulative TSR (since 12/31/2020, $100 base) | 130 | 132 | 170 |
- 2024 business execution: Reduced risk in government, middle‑market, small‑ticket equipment finance and healthcare finance; origination volumes soft in multifamily and nonresidential; launched Business Banking department and new SMB credit/deposit products; securities book maintained short duration with AOCI at ~‑0.4% of tangible capital .
- Shareholder returns: 1‑yr TSR 28.3% and 3‑yr TSR 34.4%, above community bank indices .
Director Compensation (for reference)
- Gasior receives no board fees; independent directors primarily receive monthly cash retainers (Bank: $3,000/month; Company: $1,500/month; Audit Chair/Member: $500/$400 per month) .
Related Party Transactions and Red Flags
- Related party transactions: None outstanding; policy requires disinterested approval and arm’s‑length terms .
- Section 16 compliance: No delinquencies noted for 2024 .
- Tax gross‑ups: Limited to reimbursements tied to executive‑paid disability insurance premiums (minor amounts) .
- Equity repricing/option modifications: None; no equity plan in effect .
- Pledging/hedging: Prohibited .
Equity Ownership & Director Stock Requirements
- Company states no equity compensation plan and does not disclose director or executive stock ownership guidelines; beneficial ownership for Gasior equals 2.68% of shares outstanding as of 5/16/2025 (12,460,678 shares outstanding) .
Employment Terms – Change‑of‑Control Economics Snapshot
| Scenario | Cash | Benefits | Trigger Structure |
|---|---|---|---|
| Change of Control (termination for Good Reason) | $1,735,547 | $31,757 | Double trigger; 280G cut‑back may apply . |
Investment Implications
- Alignment and selling pressure: Absence of long‑term equity awards means limited vesting‑driven selling pressure and no dilution; alignment is primarily via meaningful direct ownership (2.68%) and 401(k) holdings, reinforced by strict anti‑pledging/hedging policies and clawbacks .
- Pay-for-performance: 2024 payout dropped to 7.95% of base as EPS and asset quality missed internal objectives, showing directional pay discipline; however, lack of multi‑year equity vehicles reduces long‑term retention and TSR linkage versus peers that use PSUs/RSUs .
- Retention and change‑in‑control: CEO severance equals three times average cash compensation plus 36 months of benefits on a double‑trigger CoC—supportive of leadership continuity but a notable cost consideration in strategic scenarios .
- Governance: CEO/Chair duality is mitigated by an empowered Lead Director and independent committees; board is moving to majority voting and declassification by 2028, with strong 2024 say‑on‑pay support (>82%)—reducing governance risk premium .
- Execution risk: 2024 profitability pressure (EPS $0.33; NI $4.1mm) reflects asset quality and origination headwinds; management’s de‑risking in equipment/healthcare finance and SMB banking build‑out are key to forward earnings trajectory and incentive outcomes .