John Hausmann
About John M. Hausmann
Age 69; independent director of BankFinancial Corporation since its formation in 2004 and director of BankFinancial, NA since 1990. A self-employed CPA from 1980 until retirement in 2022; earlier career at Arthur Andersen; member of the Illinois CPA Society. Recognized by the Board as an “audit committee financial expert” and brings deep accounting, auditing and taxation expertise and knowledge of BankFinancial’s controls and audit procedures.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BankFinancial Corporation / BankFinancial, NA | Director (Company and Bank) | Company: since 2004; Bank: since 1990 | Extensive audit committee experience; deep knowledge of internal controls and audit procedures |
| BankFinancial MHC & BankFinancial Corporation (predecessor federal corp.) | Director | 1999–2005 | Transitional governance during predecessor entities |
| Self-employed practice | Certified Public Accountant | 1980–2022 | Long-standing tax and accounting practice serving small business/municipal clients |
| Arthur Andersen | Accountant | Not disclosed | Early-career accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Mr. Hausmann |
Board Governance
- Independence: Board determined all directors except the CEO are independent (includes Hausmann).
- Committee assignments (current): Audit Committee Chair; Executive Committee member. The Audit Committee is fully independent; Hausmann is designated as an audit committee financial expert.
- Attendance: In 2024, the Board held 5 regular and 1 special meeting; no director attended less than 75% of Board and committee meetings.
- Lead Independent Director: The Chair of the Corporate Governance & Nominating Committee serves as Lead Director; current CGN Chair is Terry R. Wells.
- Governance refresh: Board approved declassification transition (annual elections by 2028), majority vote standard (uncontested), and a director resignation policy for incumbents failing to receive a majority of votes.
Fixed Compensation
| Component | Rate | Basis | 2024 Amount | Notes |
|---|---|---|---|---|
| Bank Board fee | $3,000/month | 12 months | $36,000 | Paid for preparing/attending Bank board meetings |
| Company Board fee | $1,500/month | 12 months | $18,000 | Paid for Company board service |
| Audit Committee Chair fee | $500/month | 12 months | $6,000 | Audit Committee has separate monthly fee due to statutory responsibilities |
| Total cash fees (2024) | — | — | $60,000 | As reported in Director Compensation Table |
| Other | Reimbursement | Actuals | — | Travel expense reimbursement (no perquisites beyond fees) |
Performance Compensation
| Performance-linked components | Terms | Metrics | Status |
|---|---|---|---|
| Equity-based awards (RSUs/PSUs/options) | Not authorized | — | Company has no securities authorized under any equity compensation plan |
| Performance metrics for director pay | Not disclosed | — | No performance-linked director compensation disclosed |
| Clawback provisions (directors) | Not disclosed | — | Company’s clawback policy discussed for executives; no director-specific clawback disclosed |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Hausmann |
Expertise & Qualifications
- CPA, audit committee financial expert; deep experience in accounting, auditing, taxation, and internal controls.
- Longtime residency and tax/accounting practice in Bank’s southern market supports understanding of small business and municipal client needs.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John M. Hausmann | 69,049 | <1% | Beneficial ownership as of May 16, 2025 |
| Company policy | — | — | Prohibits purchasing Company shares in margin accounts and pledging them as collateral; hedging transactions require prior CGN Committee consent |
Governance Assessment
- Committee effectiveness: As Audit Chair and financial expert, Hausmann anchors independent oversight of financial reporting, internal controls, and audit quality; Audit Committee pre-approves all audit/tax services and maintains robust charters and independence.
- Independence & alignment: Independent status; meaningful personal shareholding (69,049 shares; <1%) with anti-pledging/anti-hedging policy reinforcing alignment.
- Attendance & engagement: Board and committees met regularly; no director fell below the 75% threshold—indicative of engagement.
- Shareholder voting signal: 2025 election results show significant withhold votes for Hausmann compared to O’Connor (For: 5,059,190; Withheld: 4,055,814; broker non-votes: 1,085,527), which warrants monitoring of investor concerns around tenure, refreshment, or committee leadership.
- Pay structure: Cash-only director compensation with transparent monthly fees; absence of equity or performance-linked director pay avoids misalignment but may reduce at-risk governance incentives.
- Conflicts/related party: No related-party transactions or insider reporting delinquencies disclosed for directors; clean governance record.
- Governance enhancements: Adoption of majority vote standard (uncontested), board declassification by 2028, and director resignation policy strengthens accountability and investor confidence.
- Say-on-pay context: 2025 say-on-pay passed (For: 6,674,261; Against: 2,371,042; Abstain: 69,711; broker non-votes: 1,085,527), indicating broad support for executive compensation practices; while not directly about directors, it reflects overall governance sentiment.
Board Governance (Committee Table)
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair (Hausmann) | Independent committee; Hausmann and O’Connor designated as “financial experts” |
| Executive Committee | Member (Hausmann) | Acts between Board meetings (limited by bylaws) |
| Corporate Governance & Nominating | Chair: Terry R. Wells | Chair serves as Lead Director; all members independent |
| Human Resources Committee | Independent composition | Oversees executive comp; not listed for Hausmann in 2025 composition |
Director Compensation (Detail Reference)
- Monthly fee structure: Bank Board $3,000/month; Company Board $1,500/month; Audit Chair $500/month; audit members $400/month. Directors receive travel expense reimbursement; no additional meeting fees outside Audit.
- Hausmann total director cash fees in 2024: $60,000.
Shareholder Voting (2025)
| Item | Outcome |
|---|---|
| Election of Directors | Hausmann: For 5,059,190; Withheld 4,055,814; Broker Non-Votes 1,085,527 |
| Ratification of Auditor (RSM US LLP) | For 9,998,387; Against 139,503; Abstain 62,691 |
| Say-on-pay (Executive Comp) | For 6,674,261; Against 2,371,042; Abstain 69,711; Broker Non-Votes 1,085,527 |
| Charter Amendment (Bylaw amendment power) | For 8,391,608; Against 617,904; Abstain 105,541; Broker Non-Votes 1,085,527 |
| Stockholder proposal (sell the Company) | For 3,529,009; Against 5,547,497; Abstain 38,548; Broker Non-Votes 1,085,527 |
RED FLAGS
- Elevated withhold vote against Hausmann in 2025 election relative to peer nominee may point to investor concerns (e.g., long tenure, audit leadership, refreshment). Monitoring future vote trends and engagement disclosures is advisable.
Positive Signals
- Independent audit leadership and financial expert designation; no related party transactions; adoption of majority voting, declassification, and director resignation policy; robust insider trading policies restricting pledging/hedging.
Notes
- No director-specific performance pay, equity awards, severance, or change-of-control terms disclosed; compensation is cash-based with audit committee chair premium.