Paul Cloutier
About Paul Cloutier
Paul A. Cloutier, CPA (Michigan), age 61, is Executive Vice President, Chief Financial Officer and Treasurer of BankFinancial Corporation (since formation in 2004) and CFO of BankFinancial, NA since 1991; he is a member of the AICPA and previously served as a Senior Tax Associate at Coopers & Lybrand . Company performance context during his tenure includes 2024 EPS of $0.33 against a $1.00 target, net income of $4.073 million in 2024, and robust TSR of 28.3% (1-year) and 34.4% (3-year) through 12/31/2024, outpacing community bank indices . As CFO, Cloutier oversaw a short-duration, laddered securities portfolio with an AOCI impact of (0.4%) of tangible capital at 12/31/2024, contributing to liquidity/interest-rate risk results that met expectations and securities asset quality that exceeded expectations in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BankFinancial Corporation | EVP, CFO & Treasurer | 2004–present | Liquidity and interest-rate risk management met expectations; securities asset quality exceeded expectations in 2024 . |
| BankFinancial, NA | CFO | 1991–present | Maintained short-duration, laddered securities portfolio; AOCI (0.4%) of tangible capital at 12/31/2024 . |
| BankFinancial MHC and BankFinancial Corporation (federal) | CFO & Treasurer | 1999–2005 | CFO of predecessors prior to holding company’s formation . |
| Coopers & Lybrand | Senior Tax Associate | Not disclosed | Tax and accounting background prior to joining the Bank . |
External Roles
No public company directorships or external roles for Mr. Cloutier were disclosed in the proxy .
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $321,275 | $330,938 | $339,788 |
| Non-Equity Incentive Plan Compensation ($) | $47,044 | $34,478 | — |
| All Other Compensation ($) | $32,521 | $33,377 | — |
- Base salary adjustments: +2.5% in March 2024 and +2.0% in March 2025 .
- All Other Compensation 2024 detail for Cloutier: Perquisites $18,600; Insurance $3,081; Tax reimbursement $1,346; 401(k) match $10,350 .
Performance Compensation
| Metric (CFO) | Weight | Target | 2024 Actual | 2024 Payout Contribution | Vesting/Payout |
|---|---|---|---|---|---|
| Earnings Per Share | 25% | $1.00 EPS goal | 33% of target | 5.00% of base | Earned 2024 cash incentive paid |
| Internal Controls | 25% | Meet expectations | Met | 10.00% of base | Earned 2024 cash incentive paid |
| Asset Quality (Securities) | 30% | Meet/exceed expectations | Exceeded | 15.00% of base | Earned 2024 cash incentive paid |
| Liquidity & Interest Rate Risk | 15% | Meet expectations | Met; AOCI (0.4%) of tangible capital | 10.00% of base | Earned 2024 cash incentive paid |
| Leadership & Planning | 5% | Meet expectations | Met | 12.00% of base | Earned 2024 cash incentive paid |
| Composite | 100% | — | Met | 10.35% of base (plan max 20%) | Earned 2024 cash incentive paid |
Additional context:
- Company-wide 2024 results used for plan calibration: EPS $0.33 vs $1.00 target; stock price rose from $10.26 to $12.70 (23.8%); TSR 28.3% (1-yr), 34.4% (3-yr) .
- CFO eligibility: up to 20% of base salary under the cash incentive plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 89,942 (includes 24,942 shares held by the BankFinancial & Subsidiaries Associate Investment Plan) |
| Ownership as % of outstanding | <1% (asterisk in proxy denotes less than 1%) |
| Shares outstanding (record date) | 12,460,678 (as of 5/16/2025) |
| Options outstanding (exercisable/unexercisable) | None disclosed; no equity compensation granted to or outstanding for NEOs in 2022–2024 |
| RSUs/PSUs (vested/unvested) | None disclosed; Company has no securities authorized for issuance under any equity compensation plan |
| Pledging / hedging | Insider Trading Policy prohibits purchasing Company stock in a margin account or pledging as collateral; hedging requires prior written consent |
| Clawback policy | NASDAQ clawback policy for executives and separate clawback provisions for incentive plans |
| Section 16(a) compliance | No late filings reported for 2024 |
Implication: With no outstanding RSUs, PSUs or options and a policy prohibiting pledging, scheduled vesting-related selling pressure appears limited; insider sales would be discretionary from owned shares .
Employment Terms
| Scenario (CFO) | Cash Payments | Continued Benefits |
|---|---|---|
| Termination for Cause | $0 | $0 |
| Termination for Disability | $828,403 | $40,121 |
| Termination Without Cause | $1,141,043 | $51,584 |
| Resignation (other than Good Reason) | $0 | $0 |
| Termination for Good Reason | $1,141,043 | $51,584 |
| Upon Death | $828,403 | $40,121 |
| Change of Control (Good Reason) | $1,141,043 | $51,584 |
Key terms:
- Agreements amended and restated May 3, 2022; base salary cannot be decreased without prior written consent; participation in cash incentive and discretionary bonus as approved .
- “Double trigger” change-in-control protection; severance for CFO equal to three times three-year average cash compensation plus pro rata incentive and 401(k) match, with 36 months of benefits for qualifying terminations; subject to 280G cutback to avoid excess parachute payments .
- Health benefits continuation per policy; non-solicitation applies for the greater of 12 months or the severance period; general release required .
- Clawback policies apply to executives with financial reporting responsibilities .
Investment Implications
- Pay-for-performance calibration: CFO’s 2024 cash incentive was 10.35% of base (max 20%), with strong contribution from securities asset quality and liquidity/IRR (met/exceeded), while company EPS underperformed the $1.00 target (actual $0.33) .
- Alignment and selling pressure: No equity plan, no option/RSU grants, and anti-pledging policy reduce vesting-driven or collateral-driven selling risk; ownership is meaningful but <1% of outstanding shares for the CFO .
- Retention and M&A optics: Double-trigger CIC with up to 3x cash compensation and benefits could add transaction costs in a sale scenario; however, severance structure is standard for community banks and subject to 280G cutback .
- Risk monitoring: 2024 headwinds included below-expectation loan growth and asset quality pressure (two government equipment finance credit exposures totaling $18.9 million under Contract Disputes Act claims), partially offset by disciplined securities portfolio positioning (AOCI (0.4%) of tangible capital) .
- Governance and shareholder sentiment: Say-on-pay passed with over 82% support at the 2024 annual meeting; no Section 16(a) delinquencies; clawback policies in place .