Pamela C. Stewart
About Pamela C. Stewart
Pamela C. Stewart, age 68, has served as an independent director of Byline Bancorp, Inc. since July 2023. She is an accomplished commercial real estate executive with over a decade in asset management leadership roles, previously Senior Vice President and Director of Asset Management at Inland National Development Company LLC, and earlier roles in consumer products at Duracell USA, The Pillsbury Company, and The Sara Lee Corporation. She holds a B.S. in Business Administration from Roosevelt University, is a licensed Managing Real Estate Broker, and a member of the International Council of Shopping Centers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inland National Development Company LLC | Senior Vice President & Director of Asset Management | Not disclosed | Managed operational/budgetary oversight for multi-family, select-service hotels, retail/industrial; led acquisitions/dispositions/redevelopment/adaptive reuse of distressed assets; negotiated financing, leases, and sale agreements |
| Inland (corporate roles) | Vice President of Transactions; Vice President & Director of Corporate Asset Management | Not disclosed | Oversaw strategic commercial real estate acquisitions/dispositions; successful multi-million-dollar asset transactions |
| Duracell USA | Business development/marketing/strategic planning | Not disclosed | Managed brokers and sales network |
| The Pillsbury Company | Business development/marketing/strategic planning | Not disclosed | Managed brokers and sales network |
| The Sara Lee Corporation | Business development/marketing/strategic planning | Not disclosed | Managed brokers and sales network |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Byline Bank (subsidiary board) | Director | Since 2023 | Member, Executive Credit Committee (bank-level) |
| International Council of Shopping Centers | Member | Not disclosed | Professional association membership |
Board Governance
- Independence: Determined “independent” under NYSE rules; Board found no relationships interfering with independent judgment. Stewart meets independence requirements; heightened independence standards apply to specific committees, though she is not a member of those at the Company level .
- Committee assignments (Company-level): Stewart is not listed as a member or chair on the Audit, Compensation, Governance & Nominating, or Risk Committees .
- Bank-level committee work: Member, Executive Credit Committee of Byline Bank; the committee oversees credit risk appetite, policies, and portfolio quality; chaired by Mary Jo S. Herseth .
- Attendance: In 2024, each director attended at least 90% of the Board and committee meetings on which they served; all directors attended the 2024 annual meeting. The Board met six times in 2024 .
- Lead Independent Director: Antonio del Valle Perochena (Lead Director since February 2021) .
| Committee | Member? | Chair? |
|---|---|---|
| Audit (Company) | No | No |
| Compensation (Company) | No | No |
| Governance & Nominating (Company) | No | No |
| Risk (Company) | No | No |
| Executive Credit (Bank) | Yes | No |
Fixed Compensation
| Component | Amount/Terms | Applicability to Stewart |
|---|---|---|
| Annual Board Cash Retainer | $115,000; director may elect up to 100% in restricted common stock under 2017 Omnibus Plan | Program-level; Stewart did not elect stock in 2024 per actuals |
| Committee Membership Fee | $5,000 for each member of Audit, Risk, and/or Bank’s Executive Credit Committee | Eligible for Bank Executive Credit Committee membership |
| Committee Chair Fees | Audit Chair $15,000; Compensation Chair $7,500; Governance & Nominating Chair $7,500; Risk Chair $10,000; Bank Executive Credit Chair $15,000; Bank Trust Chair $3,750; Bank ALCO Chair $3,750 | Not chair |
| Lead Director Fee | $25,000 | Not applicable |
| Expense Reimbursement/Indemnification | Reimbursement of reasonable expenses; D&O insurance; indemnification under charter/bylaws | Applicable |
| 2024 Director Compensation (Stewart) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Pamela C. Stewart | 91,014 | — | 91,014 |
Performance Compensation
| Performance-linked Director Compensation Elements | Status |
|---|---|
| Performance-based metrics (e.g., TSR, revenue/EBITDA targets) for directors | Not disclosed/applicable; director compensation is primarily retainer/fees with optional equity election |
Note: The proxy outlines performance metrics for executive compensation and pay-versus-performance disclosures, not for non-employee director pay .
Other Directorships & Interlocks
| Company | Public Company? | Role | Committees/Notes |
|---|---|---|---|
| None disclosed for Stewart | — | — | No other public company boards disclosed in biography/proxy |
Expertise & Qualifications
- Commercial real estate asset management leadership with multi-asset portfolio oversight and transaction execution (acquisitions, dispositions, redevelopment/adaptive reuse) .
- Negotiation of financing, commercial leases, and broker agreements; experience across multifamily, select-service hotels, retail, and industrial properties .
- Consumer products experience in business development and marketing at Duracell, Pillsbury, and Sara Lee .
- Licensed Managing Real Estate Broker; member of International Council of Shopping Centers .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of | Shares Outstanding |
|---|---|---|---|---|
| Pamela C. Stewart | 6,336 | <1% (*) | April 9, 2025 | 46,226,562 |
- Director stock ownership guidelines: Non-employee directors must own shares with aggregate value equal to 3x the Board retainer; expected to reach the guideline within five years of election/appointment; until achieved, must retain at least 50% of vested full-value shares from Company equity compensation .
- Hedging and pledging: Prohibited for directors and executive officers; policy available on Company website .
- Pledging status: Policy prohibits pledging; no pledging by directors is permitted .
- Vested vs. unvested breakdown: Not disclosed for Stewart; restricted stock amounts are disclosed for certain other individuals, but not for Stewart .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation (2025) | 34,625,475 | 1,033,093 | 423,146 | 2,781,049 |
| Director Election (June 3, 2025) | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Pamela C. Stewart | 35,580,674 | 501,040 | 2,781,049 |
Governance Assessment
- Strengths:
- Independent director status under NYSE rules; no relationships impairing independent judgment identified by the Board .
- High engagement: Board and committee attendance at least 90% in 2024; full attendance at 2024 annual meeting .
- Risk and credit oversight: Active member of Byline Bank’s Executive Credit Committee, which oversees credit risk appetite and portfolio quality .
- Alignment policies: Director ownership guideline (3x retainer) and strict prohibition on hedging/pledging enhance investor alignment and risk controls .
- Shareholder support: Strong “For” vote totals for Stewart’s election and solid advisory say‑on‑pay results indicate broader investor confidence .
- Watch items:
- Company-level committee participation: Stewart is not a member of the Board’s standing Audit, Compensation, Governance & Nominating, or Risk Committees, limiting direct company-level committee oversight; engagement appears concentrated at the bank-level Executive Credit Committee .
- Ownership disclosure granularity: Beneficial ownership disclosed (6,336 shares) but no detail on unvested or director equity elections for Stewart; compliance with 3x retainer guideline not specifically disclosed and remains within the five‑year window since 2023 appointment .
- Related‑party exposure: Proxy notes ordinary course banking transactions with related persons at market terms and foreign national commitments restricting certain transactions; no Stewart‑specific related‑party transactions disclosed, but continued monitoring advisable .
No Section 16(a) filing delinquencies were noted for Stewart; delinquencies disclosed pertained to other directors (Kent, Ruiz Sacristán amendments/late filings) .