Terry Wells

About Terry R. Wells

Terry R. Wells (age 66) is an independent director of BankFinancial Corporation (BFIN) and has served on the Company’s Board since its formation in 2004 and the Bank’s Board since 1994, giving him among the longest tenures on the board . He brings extensive experience in municipal government, finance, community and economic development, and education; he retired in 2019 after 35 years teaching history . The Board has determined Wells is independent under NASDAQ Rule 5605(a)(2) . He currently chairs the Corporate Governance & Nominating Committee (and thus serves as Lead Director per the charter), and serves on the Executive and Community & Environmental Committees .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO are independent; Wells is independent .
• Lead Independent Director: The Corporate Governance & Nominating Committee chair serves as Lead Director; Wells chairs this committee in 2025 and therefore serves as Lead Director .
• Attendance: In 2024, the Board held five regular and one special meeting; no director attended less than 75% of Board and committee meetings .
• Governance refresh: Investors noted long average tenure; Board is declassifying by 2028 and adopted a director resignation policy for majority-vote failures, signaling responsiveness to shareholder feedback .

Fixed Compensation

• Director fees are exclusively cash; no equity grants are used for directors .
• Wells’ 2024 fees totaled $58,800, comprising Bank Board ($3,000/month), Company Board ($1,500/month), and Audit Committee ($400/month in 2024 when he served) .
• Wells’ 2023 fees were also $58,800 .

Performance Compensation

• Equity compensation: The Company has no securities authorized under any equity compensation plan; no RSUs, PSUs, or options are disclosed for directors .
• Meeting fees: No per-meeting fees beyond monthly board fees; Audit Committee members had monthly stipends in 2024 .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Wells .
• Related-party transactions: None; the Bank and Company had no outstanding extensions of credit to directors or related interests; transactions with directors require disinterested board approval and arm’s-length terms .

Expertise & Qualifications

• Municipal finance and community development with focus on low- and moderate-income communities; aligns with BFIN’s CRA leadership .
• Education background supports workforce development and customer service training .
• Governance experience across public-sector boards (Pace, college) adds oversight depth .

Equity Ownership

• Wells beneficially owns 56,384 shares; recorded both March 28, 2024 and May 16, 2025 (less than 1% of outstanding) .
• Pledging/hedging: Company policy prohibits pledging shares and hedging transactions without prior written consent of the Corporate Governance & Nominating Committee .

Governance Assessment

• Strengths:

  • Independence and Lead Director responsibility enhance board oversight and investor engagement in 2025 .
  • Strong attendance record and multi-committee experience (Executive, Audit, HR, Community & Environmental) demonstrate engagement .
  • No related-party transactions; strict insider policy against pledging/hedging supports alignment .
  • Shareholder support signals: 2025 say-on-pay passed (6,674,261 for; 2,371,042 against; 69,711 abstain; 1,085,527 broker non-votes) and charter amendment enabling stockholder bylaw amendments passed (8,391,608 for) .

• Risks/Red Flags:

  • Long tenure (Bank since 1994; Company since 2004) may raise concerns about independence over time, a point flagged by institutional investors regarding board average tenure; the board is declassifying and has adopted a resignation policy to address refresh needs .
  • Committee shifts from Audit/HR in 2024 to Governance chair in 2025 concentrate influence; however, Governance chair role is designed to coordinate independent oversight and executive sessions per charter .

Overall, Wells’ governance posture reflects independence, high engagement, and strong community finance expertise; the Board’s declassification and resignation policy should mitigate tenure-related concerns and support investor confidence .

Appendix: Shareholder Voting Signals (2025)