Steven P. Kent
About Steven P. Kent
Steven P. Kent, age 74, has served on Byline Bancorp, Inc.’s Board since 2019. He is Chair of the Risk Committee and a member of the Audit, Compensation, and Governance & Nominating Committees; at Byline Bank he chairs the Risk and Trust Committees and serves on Audit, Executive Credit, Compensation, Governance & Nominating, and ALCO Committees . A veteran financial services investment banker and executive, his background includes senior roles at Piper Sandler (Vice Chairman, Financial Services Group), River Branch Capital (Co‑founder/President), KBW (Managing Director, Co‑Head Chicago), and Robert W. Baird, with earlier operating roles at multibank holding companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler Companies (formerly Piper Jaffray) | Vice Chairman & Managing Director, Financial Services Group | Oct 2015 – Jan 2021 | Focused on M&A advisory and capital markets for financial services companies |
| River Branch Capital | Co‑founder & President | Mar 2011 – Sep 2015 (sold to Piper Jaffray) | Advised on capital management, recapitalizations, M&A; select principal investing by affiliates |
| Keefe, Bruyette & Woods (KBW) | Managing Director, Co‑Head Chicago office | Aug 1998 – Mar 2011 | Financial services sector investment banking leadership |
| Robert W. Baird & Co. | Executive Officer (various leadership roles) | 16 years (prior to KBW) | Led strategic planning, fixed income capital markets, structured finance; headed Financial Services IB practice |
| Two Midwestern multibank holding companies | Executive Officer | 1973 – 1982 | Strategic planning, bank & trust portfolio mgmt, ALM, commercial & government‑guaranteed credit origination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IFF (CDFI) | Director; Finance & Nominating Committees | 2012 – 2018 | Mission‑driven lender/real estate consultant/developer |
| Community Reinvestment Fund, USA (CDFI) | Director | Elected Jan 2019 | Mission‑driven strategy; Minneapolis HQ |
| Ignify Technologies (Public Benefit Corp. formed by CRF) | Founding Director | Elected 2020 | Commercializing Spark Technology Platform for small business lending ecosystem |
| Ampersand, Inc. (private fintech) | Independent Director | Elected Jul 2023 | Privately held financial technology company |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Kent is independent under NYSE/SEC standards; meets heightened independence for Compensation Committee; qualifies under Rule 10A‑3 for Audit Committee |
| Board attendance | Each director attended ≥90% of Board and committee meetings in 2024; Annual Meeting attendance by all directors serving at that time |
| Board meetings | 6 Board meetings in 2024 |
| Committee membership (Byline Bancorp) | Audit (member), Compensation (member), Governance & Nominating (member), Risk (Chair) |
| Committee meetings in 2024 | Audit: 14; Compensation: 5; Governance & Nominating: 3; Risk: 7 |
| Bank‑level committees | Byline Bank: Risk (Chair), Trust (Chair), Audit (member), Executive Credit (member), Compensation (member), Governance & Nominating (member), ALCO (member) |
| Executive sessions, committee independence | Committees structured with majority independent members; executive sessions held; Compensation Committee uses independent consultant (Pearl Meyer), with no identified conflicts |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $132,375 | For service on Byline and Byline Bank Boards/Committees |
| Stock Awards | $0 | Kent did not elect equity payment in 2024 |
| Total | $132,375 | — |
Director compensation program schedule:
- Annual cash retainer: $115,000; directors may elect all or part in restricted common stock issued under the 2017 Omnibus Plan .
- Additional retainers: $5,000 per Audit/Risk/Bank Executive Credit Committee membership; Chairs: 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 .
- Paid monthly; reasonable expenses reimbursed; D&O insurance and indemnification provided .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Equity election (director retainer) | Optional delivery of up to 100% of annual Board retainer in restricted stock | No director performance metrics disclosed; non‑employee director pay is fixed via retainers and role‑based fees |
Note: Byline’s pay‑versus‑performance disclosures and metrics (TSR, Net Income, Adjusted Pre‑Tax, Pre‑Provision NI) pertain to executive officers, not directors .
Other Directorships & Interlocks
| Company | Type | Interlock / Potential Overlap |
|---|---|---|
| Ampersand, Inc. | Private fintech | No disclosed transactions with Byline; general related‑party transaction controls in place |
| CRF USA; Ignify Technologies | CDFI; PBC | Mission‑driven lending/technology; no disclosed related‑party transactions with Byline |
| IFF (former) | CDFI | Former role only; no ongoing interlock |
Byline policy and regulatory commitments:
- Related Party Transaction Policy: Audit Committee reviews/approves transactions >$120,000; standard banking loans to related persons permitted only on market terms and normal risk .
- Foreign National Commitments: Restricts transactions/credit with entities controlled by certain foreign national stockholders (e.g., MBG Investors I, L.P.)—supports broader conflict controls; not specific to Kent .
Expertise & Qualifications
- Four decades in financial services as investment banker and operating executive, with deep M&A, capital management, and risk oversight experience .
- Serves as Risk Committee Chair; participates on Audit, Compensation, and Governance & Nominating Committees, indicating breadth across financial reporting, pay, and governance .
- Meets heightened independence standards for Compensation Committee and Audit Committee (Rule 10A‑3) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date |
|---|---|---|---|
| Steven P. Kent | 85,875 | <1% (asterisk in table) | April 9, 2025 (46,226,562 shares outstanding) |
Director stock ownership guidelines:
- Minimum ownership equal to 3x the Board retainer; expected to achieve within 5 years; must retain at least 50% of vested full‑value shares until compliant .
- Hedging and pledging of company stock prohibited for directors and executives .
Insider trades/compliance:
- Late Form 5 filed March 4, 2025, to reflect an inadvertent sale of 375 shares on Dec 4, 2024 in Kent’s IRA by the custodian (as described in Form 4) .
Governance Assessment
- Board effectiveness: Kent’s leadership as Risk Committee Chair and service across Audit/Comp/Governance positions strengthen enterprise risk oversight, financial reporting review, and pay governance; committee meeting cadence in 2024 (Audit 14; Risk 7; Comp 5; Gov/Nom 3) indicates active oversight .
- Independence & alignment: Board designates Kent independent and meeting heightened standards for key committees; equity ownership and director ownership guidelines promote alignment; hedging/pledging bans reduce misalignment risk .
- Attendance & engagement: Each director attended ≥90% of Board/committee meetings in 2024; Kent’s extensive committee responsibilities suggest high engagement .
- Compensation structure: Director pay is primarily fixed cash with role‑based retainers; equity is elective, not performance‑based—appropriate for non‑employee director pay; Kent received cash only in 2024 ($132,375 total), which may modestly reduce direct equity exposure versus peers who elect stock .
RED FLAGS / Watch items
- Late Section 16 filing: March 4, 2025 Form 5 citing inadvertent IRA sale (375 shares) on Dec 4, 2024—administrative issue appears minor but merits continued monitoring of filing timeliness .
- Related‑party exposure: While Byline’s policy and Federal Reserve commitments provide controls, continued vigilance on any transactions involving entities where directors hold roles is warranted; no specific related‑party transactions involving Kent are disclosed .
Overall signal: Strong risk governance and committee breadth support investor confidence; minimal conflict indicators, robust independence determinations, and active meeting cadence are positives. Administrative late filing is a minor watch item, not a thesis‑level concern .