John Manos
About John Manos
John G. Manos, age 64, is President of BankFinancial’s Commercial Real Estate Lending Division (since 2014) and has served in various roles at the Bank since 1999, including Regional President of the Southern Region (2006–2014), Senior Vice President, and Vice President of Regional Commercial Banking . Prior to BankFinancial, he was Manager – Commercial Lending at Preferred Mortgage Associates, bringing longstanding CRE credit origination and portfolio management experience . Company performance context: BFIN reported EPS of $0.33 in 2024 (net income $4.1M) with the pay-versus-performance TSR value-of-$100 rising to $170; in 2023 EPS was $0.74 (net income $9.4M) with TSR at $132 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BankFinancial, NA | President, Commercial Real Estate Lending Division | 2014–present | Division achieved 117% of Business Plan target balances in 2022; strong asset quality; drove cross-selling and portfolio management outcomes . |
| BankFinancial, NA | Regional President, Southern Region | 2006–2014 | Led regional commercial banking growth and credit execution . |
| BankFinancial, NA | Senior VP; VP, Regional Commercial Banking | 1999–2006 | Progressively responsible roles in commercial banking . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Preferred Mortgage Associates | Manager – Commercial Lending | Pre-1999 | Commercial lending leadership prior to joining BankFinancial . |
Fixed Compensation
Multi-year compensation as disclosed when Mr. Manos was a Named Executive Officer:
| Metric | 2021 | 2022 |
|---|---|---|
| Salary ($) | $263,758 | $268,822 |
| Bonus ($) | $0 | $0 |
| Non-Equity Incentive ($) | $38,000 | $120,765 |
| All Other Compensation ($) | $27,831 | $19,997 |
| Total Compensation ($) | $329,589 | $409,584 |
Base salary progression:
- 2023 base salary set at $278,356; 3.0% increase in March 2023 .
Perquisites and benefits (2022 detail):
- Perquisites $3,440; Insurance $2,358; Tax reimbursement $1,030; 401(k) match $9,011; Other $4,158 (PTO payout) .
Performance Compensation
Mr. Manos’ 2022 incentive plan for the Commercial Real Estate Lending Division focused on origination volume, yields, and asset quality; the division achieved 117% of target balances and maintained strong asset quality .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Loan originations and balances vs Business Plan | Not disclosed | Business Plan target balances | 117% of target balances | $99,015 for asset production | Cash; no equity vesting |
| Cross-selling of other bank products and services | Not disclosed | Plan objectives | Met plan outcomes (deposits, Treasury Services) | $21,750 cross-sell component | Cash; no equity vesting |
| Asset Quality | Not disclosed | Maintain strong portfolio metrics | Strong asset quality maintained | Incorporated in above payouts | Cash |
Notes:
- No equity awards were granted; the Company has no equity compensation plan in effect, so incentives are cash-only .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 68,475 shares as of March 31, 2023 |
| Vested vs. unvested shares | Not applicable (no RSUs/PSUs outstanding) |
| Shares held via Associate Investment Plan | 44,217 shares held in the BankFinancial & Subsidiaries Associate Investment Plan (subset of total) |
| Ownership % of shares outstanding | Less than 1% (asterisk notation in Company tables denotes <1%) |
| Options (exercisable/unexercisable) | None disclosed; Company had no equity plan/grants outstanding |
| Pledging/hedging | Company Insider Trading Policy prohibits pledging and hedging without prior approval |
| Ownership guidelines | Not disclosed |
Employment Terms
Mr. Manos entered into an amended and restated employment agreement on May 3, 2022 .
| Provision | Key Terms |
|---|---|
| Base salary | Cannot be decreased without prior written consent |
| Incentives & bonuses | Eligible for cash incentive plans and discretionary cash bonuses |
| Perquisites cap | Automobile/allowance; aggregate allowances and payments may not exceed 10% of cash compensation |
| Benefits | Participation in Section 125 cafeteria plan, group medical/dental/vision, disability/life, 401(k), and other benefits applicable to executives |
| Termination – Without Cause | Earned salary and prorated average incentive; plus an amount equal to average annual compensation (base, cash incentive, other) based on most recent three taxable years; health benefits continuation |
| Termination – Good Reason | Same amounts and benefits as Without Cause (double trigger definition includes material diminution following change of control) |
| Disability/Death | Earned salary; prorated average incentive; base salary for remaining term reduced by disability insurance/social security; health benefits continuation |
| Change of Control | Double-trigger required; payments subject to potential 280G cutback to avoid excess parachute payments |
| Release & Non-solicit | General release required; non-solicitation of customers/employees for the greater of 12 months or severance payment period |
Potential payments and benefits as of December 31, 2022:
| Scenario | Cash Payments ($) | Continued Benefits ($) |
|---|---|---|
| For Cause | $0 | — |
| Disability | $718,975 | $23,477 |
| Without Cause | $1,060,642 | $30,185 |
| By Resignation | $0 | — |
| For Good Reason | $1,060,642 | $30,185 |
| Upon Death | $718,975 | $23,477 |
| Change of Control | $975,620 (reduced by $85,022 to comply with 280G) | $30,185 |
Investment Implications
- Pay-for-performance alignment via divisional cash incentives: In 2022, Manos’ CRE plan payout rose with 117% of originations target and strong asset quality, driving total compensation of $409,584; incentives lack equity components, minimizing future forced selling risk from vesting events .
- Ownership and alignment: Direct beneficial ownership of 68,475 shares (including employee plan holdings) supports alignment; company policies prohibit pledging and hedging, reducing alignment red flags .
- Retention economics: Without-cause/good-reason and change-of-control cash payments in the $0.98–$1.06M range underscore retention value but also potential transaction costs; double-trigger structure mitigates immediate payouts on change-of-control without termination .
- Governance and clawbacks: Executive clawback framework under NASDAQ policy and internal plans adds downside protection for investors against restatement-related payouts .
Overall, John Manos’ compensation is primarily cash-based with performance linkage to origination and asset quality, direct share ownership provides alignment, and severance/change-of-control terms indicate moderate retention costs with double-trigger protection.