Brogan M. Ptacin
About Brogan M. Ptacin
Brogan M. Ptacin is Executive Vice President and Head of Commercial Banking at Byline Bank (a subsidiary of Byline Bancorp, Inc.), a role he has held since January 2019; he previously served as a Managing Director at First Bank & Trust from 2009 until its 2018 acquisition by Byline (age 64 in FY 2024) . Company performance context for his incentive plans: in 2024 Byline delivered net income of $120.8 million ($2.75 diluted EPS), ROAA of 1.31%, return on average tangible common equity of 14.85%, an efficiency ratio of 52.45%, and revenues up 5.2% year over year . Long-term performance share cycles tied to relative ROA paid out at 150% for both the 2021–2023 and 2022–2024 periods, reflecting superior relative performance vs peer benchmarks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Byline Bank | EVP, Head of Commercial Banking | 2019–present | Leads commercial banking; 2022 individual performance highlights included exceeding loan/deposit growth, profitability, credit quality, and cross-sell goals; executive sponsor for DEI Black ERG . |
| First Bank & Trust | Managing Director | 2009–2018 | Senior leadership prior to 2018 acquisition by Byline . |
External Roles
- No additional public company directorships or external roles disclosed for Mr. Ptacin in the cited filings.
Fixed Compensation
- Base salary rates (annualized) and multi-year reported compensation (NEO Summary Compensation Table).
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Rate ($) | $347,000 | $364,500 | $380,000 |
| Salary ($) | $345,998 | $361,673 | $377,019 |
| Stock Awards ($, grant-date fair value) | $134,014 | $139,859 | $142,773 |
| Non-Equity Incentive Compensation ($) | $161,326 | $154,081 | $193,170 |
| All Other Compensation ($) | $36,208 | $40,227 | $42,066 |
| Total ($) | $677,546 | $695,841 | $755,028 |
All Other Compensation detail (perquisites/benefits):
- 2024: Perqs/Other $28,266, 401(k) contributions $13,800, Total $42,066 .
- 2023: Perqs/Other $27,027, 401(k) contributions $13,200, Total $40,227 .
Performance Compensation
Short-Term Incentive (Executive Incentive Plan)
Plan design emphasizes corporate and individual scorecards; threshold requires at least 75% of budgeted net income; payout range 0–200% of target .
| Plan Year | Target (% of Salary) | Target ($) | Corporate Result (%) | Individual Result (%) | Actual Payout ($) | Actual (% of Salary) |
|---|---|---|---|---|---|---|
| 2022 | 40% | $138,800 | 108.18% | 135% | $161,326 | 46.5% |
| 2024 | 45% | $171,000 | 111.21% | 120% | $193,170 | 51% |
2024 plan grant parameters (dated 2/22/2024):
| Component | Threshold | Target | Maximum |
|---|---|---|---|
| Non-Equity Incentive ($) | $119,700 | $171,000 | $342,000 |
Notable 2022 individual achievements: exceeded commercial banking loan/deposit growth and profitability goals, exceeded credit quality goals, advanced cross-sell, and served as DEI ERG executive sponsor .
Long-Term Incentive (LTIP)
Design: 50% performance shares (metrics: Core ROA per S&P Global and relative TSR vs KBW Regional Bank Index; thresholds at 25th/50th/75th percentiles yield 25%/100%/150% payout; no above-target payout if TSR is negative) and 50% time-based restricted shares vesting ratably over three years; “double-trigger” vesting on change-in-control .
- 2024 annual grant (2/22/2024): Performance share target 3,462 shares; RS (time-based) 3,462 shares; total grant-date FV $142,773 .
- Performance outcomes:
- 2021–2023 cycle: Relative ROA achieved 150% payout; Byline Avg. ROA 1.43% .
- 2022–2024 cycle: Relative ROAA achieved 150% payout; Byline Avg. ROAA 1.34% (vested Feb 22, 2025) .
- 2025 LTIP award (Feb 2025): Target level 40% of salary; actual 40% with $74,453 performance shares and $76,004 restricted shares; total $150,457 .
Options
Byline has not granted stock options since 2015 and none were granted in 2024; options are not part of the current long-term compensation strategy .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| April 12, 2023 | 95,925 | <1% |
| April 10, 2024 | 94,603 | <1% |
| April 9, 2025 | 79,122 | <1% |
Outstanding Equity (as of 12/31/2023)
- Options (exercisable): 11,812@ $11.65 exp. 12/16/2024; 11,812@ $11.65 exp. 12/15/2025; 9,450@ $12.70 exp. 12/20/2026 .
- Unvested stock awards and performance awards (market values use $23.56 per share at 12/29/2023) :
- 2/22/2021: 1,072 RS ($25,256); 3,218 performance share targets ($75,816) .
- 2/22/2022: 1,656 RS ($39,015); 2,484 performance share targets ($58,523) .
- 2/22/2023: 2,796 RS ($65,874); 2,795 performance share targets ($65,850) .
- 2023 activity: Exercised 9,450 options (value realized $101,441) and 6,346 shares vested from stock awards (value $156,771) .
Ownership Policies
- Executive stock ownership guidelines: Other executive officers must hold shares equal to 1x base salary; retain at least 50% of vested full-value shares until compliant .
- Hedging and pledging: Prohibited; also prohibits margin accounts and pledging of Company stock .
- Clawback: NYSE/SEC-compliant policy requiring recoupment of excess incentive comp after certain restatements; Committee may also recoup for significant legal/compliance violations .
Employment Terms
Change-in-Control Agreement
- Mr. Ptacin has a Change in Control Severance Agreement (entered in connection with the 2018 First Evanston acquisition) providing $500,000 severance if terminated without cause or he resigns for Good Reason within 1 year after a change in control; paid over 12 months, subject to release and restrictive covenants; in lieu of other severance .
Potential Payments (hypothetical as of 12/31/2024, using $29.00 share price assumption from proxy)
| Scenario | Cash Severance | COBRA | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason (not CIC) | $500,000 | — | — | $500,000 |
| Termination w/o Cause or Good Reason following Change in Control | $500,000 | — | $508,515 | $1,008,515 |
| Death or Disability | $200,000 | — | $508,515 | $708,515 |
Compensation Structure Analysis
- Cash vs equity mix: From 2022–2024, stock award grant values trend modestly higher ($134k → $143k), while cash bonus varied with performance ($161k → $154k → $193k), consistent with pay-for-performance .
- Shift in instruments: Equity delivered via a 50/50 mix of performance shares (Core ROA and rTSR vs KRX) and time-based RSUs; no new options since 2015, lowering risk for the executive and emphasizing performance-conditioned equity .
- Governance: Strong alignment policies (ownership guidelines, no hedging/pledging, clawback) and “double-trigger” equity vesting on CIC reduce misalignment and windfall risks .
Investment Implications
- Alignment: High—meaningful ongoing equity awards split between ROA- and rTSR-linked PSUs and time-based RSUs, plus strict no-hedge/no-pledge policy and stock ownership requirements .
- Retention: Moderate to strong—regular RSU/PSU grants with 3-year vesting, and a $500k CIC cash severance with equity acceleration upon qualifying CIC termination provide retention economics without outsized guarantees .
- Selling pressure: Near-term vesting and historical exercises (e.g., 9,450 options exercised in 2023; 6,346 shares vested) can create episodic liquidity events, but hedging/pledging prohibitions mitigate leverage-driven selling risk .
- Execution record: Commercial banking leadership has met or exceeded growth, profitability, and credit goals in prior cycles; company performance supported above-target PSU payouts (150%) in recent cycles—supportive signals for incentive realizability and execution capability .