Mary Jo S. Herseth
About Mary Jo S. Herseth
Independent director of Byline Bancorp, Inc. since April 2019; age 66; serves on the Board’s Risk Committee and chairs Byline Bank’s Executive Credit Committee, reflecting deep credit policy and approval expertise built over 37+ years in banking . She retired in 2017 as Senior Vice President and National Head of Banking at BMO Private Bank-U.S.; prior roles include Market Executive at U.S. Trust (Bank of America) and Executive Vice President/Head of Wealth Management at LaSalle Bank; education includes a B.S. in Finance (Northern Illinois University) and an MBA (Northwestern Kellogg) . The Board has determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Private Bank-U.S. | Senior Vice President; National Head of Banking | Retired 2017 | Led national private banking line; credit policy/approval expertise |
| U.S. Trust (Bank of America) | Market Executive (Illinois & Michigan) | Not disclosed | Regional leadership across wealth/private banking |
| LaSalle Bank | Executive Vice President; Head of Wealth Management; senior roles in Wealth and Commercial Banking | Not disclosed | Built significant credit approval and policy experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominican University (River Forest, IL) | Chair, Board of Trustees | Current | Board leadership |
| Thresholds, Inc. (Chicago, IL) | Board member; Co‑Chair, Governance Committee; Executive Committee member | Current | Governance and executive oversight |
Board Governance
- Committee assignments: Byline Bancorp Board Risk Committee member; Byline Bank Executive Credit Committee Chair; Byline Bank Risk, Trust, and ALCO Committees member .
- Independence: Determined independent under NYSE/SEC rules; Board confirms independence annually .
- Attendance and engagement: Board met 6 times in 2024, and each director attended at least 90% of Board and committee meetings; Risk Committee met 7 times in 2024, indicating active risk oversight cadence .
- Governance structure: Committees comprised of majority independent members; Pearl Meyer engaged as independent compensation consultant; no conflicts noted .
- Election signal: 2025 annual meeting—Mary Jo S. Herseth received 35,971,824 votes “For,” 109,890 “Withheld,” with 2,781,049 broker non-votes, signaling strong shareholder support .
Fixed Compensation
- Director compensation program (2025 proxy): Annual Board retainer $115,000; additional retainers: $5,000 per member of Audit, Risk, or Bank Executive Credit Committee; $15,000 for Chair of Audit; $7,500 for Chairs of Compensation/Governance; $10,000 for Chair of Risk; $15,000 for Chair of Bank Executive Credit Committee; $3,750 for Chairs of Bank Trust and ALCO; Lead Director $25,000; directors may elect up to 100% of retainer in restricted common stock . All director pay covers service to Byline Bancorp and Byline Bank boards .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | 109,583 | 17,074 (portion of 2021 fee paid in restricted shares; vested 6/7/2022) | 126,657 |
| 2023 | 120,000 | — (no equity election by Herseth) | 120,000 |
| 2024 | 128,625 | — (no equity election by Herseth) | 128,625 |
Performance Compensation
- Equity election availability: Non‑employee directors may elect up to 100% of retainer in restricted shares under the 2017 Omnibus Plan; any director stock elections vest on a defined schedule (examples disclosed for other directors in 2023–2024) .
- Mary Jo S. Herseth equity elections: Portion of 2021 fee paid as restricted shares ($17,074), which vested on June 7, 2022; no equity elections disclosed for 2023 or 2024 .
| Equity Award Detail | Grant/Reference | Shares/Value | Vesting |
|---|---|---|---|
| Restricted shares (portion of 2021 director fee) | 2022 proxy disclosure | $17,074 | Vested 6/7/2022 |
| Equity election (2023) | Not elected | — | — |
| Equity election (2024) | Not elected | — | — |
Director performance metrics (e.g., TSR/financial hurdles) are not used for director pay at Byline; directors’ compensation is retainer/committee fees with optional equity elections and ownership guidelines .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Notes |
|---|---|---|---|
| Dominican University | Non‑profit/Academic | Chair, Board of Trustees | External leadership role; not a public company directorship |
| Thresholds, Inc. | Non‑profit | Board; Governance Co‑Chair; Executive Committee | External governance role; not a public company directorship |
No other public company directorships/interlocks for Herseth are disclosed in the proxy statements; related‑party exposure is governed by policy and Federal Reserve foreign‑national commitments (primarily constraining transactions linked to certain significant foreign holders, not Herseth) .
Expertise & Qualifications
- Credit approval and policy expert with 37+ years in banking; senior leadership in private banking, wealth, and commercial banking .
- Board‑level risk oversight experience as Risk Committee member and Executive Credit Committee Chair; membership on Trust and ALCO at the Bank strengthens fiduciary and balance sheet governance .
- Finance and MBA credentials (Northern Illinois University; Northwestern Kellogg) .
Equity Ownership
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 12,892 | 16,232 | 16,500 |
| Ownership % of outstanding | <1% (asterisked in table) | <1% (asterisked in table) | <1% (asterisked in table) |
- Ownership policy: Non‑employee directors must own shares with value ≥3× the Board retainer, within five years; must retain at least 50% of vested full‑value shares until compliant .
- Hedging/pledging policy: Directors are prohibited from hedging or pledging Company stock; clawback policy applies to executive incentive compensation, with SEC/NYSE‑aligned updates .
Governance Assessment
- Board effectiveness: Herseth’s chair role at the Executive Credit Committee and membership across risk, trust, and ALCO indicate focused oversight on credit quality, fiduciary controls, and balance sheet risk—aligned with Byline’s risk governance framework and committee cadence (7 Risk Committee meetings in 2024) . Independence affirmed, with strong election vote support in 2025; attendance at least 90% across meetings supports engagement .
- Compensation alignment: Director pay is modest, cash‑retainer based, with optional equity and stringent stock ownership requirements (3× retainer), promoting alignment without performance‑hurdle complexity typical of executives .
- Conflicts/related‑party exposure: No Herseth‑specific related‑party transactions disclosed; Company policy requires Audit Committee review >$120k and bars non‑market loans; Federal Reserve commitments restrict transactions tied to certain foreign national holders, reducing conflict risk .
- Risk indicators and red flags: No hedging/pledging; no tax gross‑ups; strong say‑on‑pay approval (34,625,475 For) indicates investor support for Company pay practices; Section 16 delinquency disclosures did not cite Herseth, suggesting timely filings .
Overall signal: Herseth’s independence, consistent engagement, and credit‑risk leadership at the Bank level support investor confidence in board oversight of underwriting quality and portfolio risk. Lack of related‑party issues and strong shareholder election outcomes further underpin governance quality .