Phillip R. Cabrera
About Phillip R. Cabrera
Phillip R. Cabrera, age 72, has served as an independent director of Byline Bancorp since 2013, and sits on the Audit, Compensation, and Governance & Nominating Committees; he also chairs the Asset-Liability Committee (ALCO) at Byline Bank and serves on the Audit, Compensation, Governance & Nominating, Executive Credit, and Trust Committees of the bank . He is a former Vice President and International Treasurer at McDonald’s Corporation (21-year tenure; retired in October 2015), previously a Managing Director and Senior Partner in Continental Bank’s Latin America Group and President of Continental International Finance Corporation (1993–1994), and holds a BS in Business Administration (Bradley University) and a master’s in international management (Thunderbird); he also served in the U.S. Army .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Vice President & International Treasurer; varied executive roles | 21 years; retired Oct 2015 | Corporate treasury, audit/controls advisory experience |
| Continental Bank / Continental International Finance Corporation | Managing Director & Senior Partner, Latin America Group; President (holding company for international equity investments) | 1993–1994 (President role) | Corporate finance, international investments |
| Institutional Cash Distributors | Director | Until sale to private equity in 2018 | Board oversight at financial services broker |
| Unibanco, Banco do Investimento do Brazil | Advisory Board Member | 1982–1986 | Advisory input to investment bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Air Products (APD) & INDURA (Santiago, Chile) | Advisor/Consultant | Since 2015 retirement | Advises on audit, treasury, governance, and controls |
| McNally Capital | Industry Advisor | Current | Private investment firm advisor role |
| Byline Bank (subsidiary) | ALCO Chair; Member of Audit, Compensation, Governance & Nominating, Executive Credit, Trust | Current | Chairs ALCO and serves across risk and fiduciary committees |
No other current public company directorships are disclosed for Cabrera beyond Byline Bancorp/Byline Bank .
Board Governance
- Independence: The Board determined Cabrera is independent under NYSE and SEC rules; he also meets heightened independence standards for both the Compensation Committee and the Audit Committee (Rule 10A-3) .
- Attendance: The Board met six times in 2024, and all directors attended at least 90% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee workload:
- Audit Committee member; the committee met 14 times in 2024 .
- Compensation Committee member; 5 meetings in 2024 .
- Governance & Nominating Committee member; 3 meetings in 2024 .
- Subsidiary governance: Cabrera chairs Byline Bank’s ALCO and sits on Executive Credit and Trust Committees, aligning with balance-sheet oversight and fiduciary risk .
Committee Assignments Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 14 |
| Compensation | Member | 5 |
| Governance & Nominating | Member | 3 |
| Risk (parent) | Not listed as member | 7 (committee total) |
| ALCO (Bank) | Chair | Not disclosed |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 122,375 | — | 122,375 |
- Program structure: Non-employee directors receive an annual cash retainer of $115,000; committee members receive $5,000 for Audit, Risk, and Bank Executive Credit; chairs receive additional fees (Audit $15,000; Compensation $7,500; Governance & Nominating $7,500; Risk $10,000; Bank Executive Credit $15,000; Bank Trust $3,750; Bank ALCO $3,750; Lead Director $25,000). Directors may elect to receive up to 100% of the Board retainer in shares; expenses reimbursed; D&O insurance and indemnification provided .
- Cabrera did not elect stock awards for 2024; compensation was entirely cash per the director compensation table .
Performance Compensation
- Directors do not have performance-based incentive metrics; equity for directors is elective as fee payment and may be granted as restricted stock (e.g., Ms. Hugues Vélez elected partial fees in restricted shares), but no director performance scorecard applies. No performance-based awards are disclosed for Cabrera .
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock Risk |
|---|---|---|
| Air Products; INDURA | Advisor/Consultant | No related-party transactions with these entities are disclosed; related party transactions require Audit Committee oversight and adherence to Federal Reserve foreign national commitments applicable to certain stockholders (not to Cabrera) . |
| Institutional Cash Distributors | Former Director | Historical role; no current interlock disclosed . |
| Unibanco (Brazil) | Former Advisory Board | Historical role; no current interlock disclosed . |
Expertise & Qualifications
- 30+ years in corporate finance, treasury, and banking; deep experience in audit, governance, controls, and international financial operations .
- Education: BS (Bradley University), master’s in international management (Thunderbird School of Global Management) .
- Service: U.S. Army veteran .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Phillip R. Cabrera | 17,471 | <1% | As of April 9, 2025; address c/o Byline . |
- Director stock ownership policy: Non-employee directors must own shares with aggregate value equal to 3x the Board retainer; until met, they must retain at least 50% of vested full-value shares from equity compensation. Individual compliance status by director is not disclosed .
- Hedging/pledging: Directors are prohibited from hedging, short sales, and pledging Byline stock, supporting alignment and reducing collateral risk .
- Insider trading: Directors are subject to Byline’s Insider Trading Policy governing trading and compliance with NYSE/SEC rules .
Governance Assessment
- Strengths: Independent status with heightened qualifications for Audit and Compensation Committees; high meeting attendance; broad finance/treasury expertise; significant committee engagement (Audit, Compensation, Governance & Nominating) and ALCO chair at the bank level; robust policies (clawback, anti-hedging/pledging, related party oversight), and use of independent compensation consultant (Pearl Meyer) .
- Pay/Alignment: 2024 director compensation was entirely cash for Cabrera; the program allows equity elections to enhance alignment, and ownership guidelines target 3x retainer value, but per-director compliance is not disclosed .
- Conflicts/Related party: No Cabrera-specific related-party transactions disclosed; loans to directors, if any, must be on market terms and subject to policy; additional restrictions apply to foreign national stockholders (not to Cabrera), mitigating interlock risks with controlled entities .
- Signals: Consistent independence, committee workload, and attendance support board effectiveness; absence of pledging/hedging and strong policy framework bolster investor confidence .
Say-on-Pay context: The Board recommended “FOR” on the advisory vote for NEO compensation and will consider shareholder feedback; next Say-on-Pay is expected at the 2026 annual meeting .