Thomas J. Bell III
About Thomas J. Bell III
Thomas J. Bell III is Executive Vice President, Chief Financial Officer and Treasurer of Byline Bancorp, Inc. and Byline Bank, with his employment agreement effective April 5, 2023; he reports to the CEO of Byline Bancorp . Byline’s 2024 performance underpinning NEO compensation included net income of $120.8 million (diluted EPS $2.75), return on average assets of 1.31%, pre-tax pre-provision ROAA of 2.05% (non-GAAP), efficiency ratio of 52.45%, and revenue growth of 5.2% . Long-term incentives measure Core ROA (per S&P Global) and Relative TSR against the KBW Regional Bank Index (KRX) over three years, with 2022–2024 performance shares earning a 150% payout based on ROAA above the 75th percentile and vesting on February 22, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Byline Bancorp / Byline Bank | Executive Vice President, Chief Financial Officer & Treasurer | Apr 5, 2023 – present | Finance leadership, capital allocation, performance management tied to ROA and rTSR |
External Roles
No external directorships or outside roles were disclosed for Mr. Bell in the 2025 Proxy’s NEO section .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary earned ($) | $297,968 | $404,500 | $463,462 |
| Base salary rate ($) | — | $415,000 | $475,000 |
| Target annual bonus (% of base) | 45% (employment agreement initial term) | 45% (employment agreement initial term) | 55% (EIP target) |
Performance Compensation
Executive Incentive Plan (EIP) – Corporate Scorecard (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Score |
|---|---|---|---|---|---|---|
| Asset Quality – NPAs / Assets | 12.50% | 1.10% | 0.69% | 0.52% | 0.71% | 12.22% |
| Asset Quality – Net Charge-Offs / Avg Loans & Leases | 12.50% | 0.65% | 0.36% | 0.26% | 0.47% | 10.13% |
| Adjusted Pre-Tax, Pre-Provision Net Income ($000s) | 50.00% | $140,000 | $186,604 | $200,000 | $188,942 | 59.73% |
| Adjusted Efficiency Ratio | 25.00% | 56.00% | 52.56% | 51.00% | 52.24% | 30.13% |
| Total Scorecard Achievement | 100.00% | — | — | — | — | 111.21% |
Mr. Bell’s 2024 EIP Payout
| Item | Value |
|---|---|
| Target (% of salary) | 55% |
| Target ($) | $261,250 |
| Corporate Performance (80% weighting) | 111.21% |
| Individual Performance (20% weighting) | 110% |
| Actual EIP Payout ($) | $289,896 |
| Actual (% of salary) | 61% |
Long-Term Incentive Program (LTIP) Design and 2024 Grants
| Element | Weighting | Performance Metrics | Performance Period | Payout Curve | Vesting |
|---|---|---|---|---|---|
| Performance Shares | 50% | Core ROA (S&P Global) & rTSR vs KRX, equally weighted | Jan 1, 2024 – Dec 31, 2026 | 50% at 25th pct; 100% at 50th pct; 150% at 75th pct; linear interpolation; no >100% if rTSR negative | Earned PS vest fully on 3rd anniversary of grant |
| Time-based Restricted Shares | 50% | Continued employment | — | — | Vest 33.33% annually over 3 years from grant |
2024 grant details:
- PSUs: threshold 3,202 sh; target 6,404 sh; max 9,606 sh; grant-date FV included in total .
- RSUs: 6,405 sh; vest equally over 3 years; grant-date close price $21.06 used in FV .
- LTIP grant-date total value (2024 grants reported in 2024 SCT): $264,122 .
Performance Shares earned for 2022–2024 cycle:
- Relative ROAA: Byline Avg. ROAA 1.34%; 150% payout; vested Feb 22, 2025 .
Equity Ownership & Alignment
Beneficial Ownership (as of April 9, 2025)
| Item | Value |
|---|---|
| Shares beneficially owned | 96,406 |
| Ownership % of outstanding | <1% (*) |
| Components disclosed | Includes 43,497 options currently exercisable and 26,992 restricted shares not yet vested (with voting power) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Type | Unvested/Unearned (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|---|
| 2/22/2022 | RSU (time-based) | 474 | $13,746 | 3-year equal vesting |
| 2/22/2022 | PSU (target) | 2,137 | $61,973 | Earn based on Core ROA & rTSR |
| 2/22/2023 | RSU (time-based) | 2,819 | $81,751 | 3-year equal vesting |
| 2/22/2023 | PSU (target) | 6,344 | $183,976 | Earn based on Core ROA & rTSR |
| 2/22/2024 | RSU (time-based) | 6,405 | $185,745 | 3-year equal vesting |
| 2/22/2024 | PSU (target) | 6,404 | $185,716 | Earn based on Core ROA & rTSR |
Option Awards
| Grant Date | Options Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 6/26/2015 | 43,497 | $11.18 | 6/26/2025 |
| Policy note: No stock options have been granted to executive officers since 2015; options are not part of current long-term compensation strategy . |
Ownership Policies
- Executive Stock Ownership: Other executive officers must own stock equal to 1x base salary; 5-year compliance window; must retain 50% of vested full-value shares until met .
- Hedging/Pledging: Prohibited for directors and executive officers; no margin accounts or pledging allowed .
- Clawback: Updated in 2023 to comply with SEC/NYSE; restatement-based recovery and discretionary recoupment for significant violations .
- Governance Practices: Double-trigger equity vesting on change in control; no golden parachute tax gross-ups; limited perquisites .
Employment Terms
Agreement Summary (CFO)
| Item | Term |
|---|---|
| Effective date | 04/05/2023 |
| Initial term | 3 years |
| Auto-renewal | Automatic 1-year extension unless notice |
| Reporting | CEO of Byline Bancorp |
| EIP participation | Yes; initial bonus opportunity 45% of base salary per agreement (targets reviewed/approved periodically) |
| LTIP participation | Yes |
| Restrictive covenants | Employment agreements include restrictive covenants; severance conditioned on release |
Severance and Change-in-Control Economics (Policy Terms)
| Scenario | Cash Multiple | Bonus Basis | COBRA | Other |
|---|---|---|---|---|
| Termination without cause / good reason | 1.0x base salary; paid over 12 months | — | COBRA Benefits | Unpaid and pro-rata EIP |
| Termination without cause / good reason following change-in-control (double trigger) | 2.0x base salary | Higher of two immediately preceding fiscal years’ earned bonuses | COBRA Benefits | Unpaid and pro-rata EIP |
| Death or disability | Lump sum death benefit equal to 200% of base salary (capped at $750k) | Pro-rata EIP | — | Unpaid EIP |
Estimated Payments (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | COBRA ($) | Accelerated Equity Vesting ($) | Total ($) |
|---|---|---|---|---|
| Without cause / good reason | $736,250 | $45,977 | — | $782,227 |
| Without cause / good reason following change-in-control | $1,624,641 | $45,977 | $712,907 | $2,383,525 |
| Death / disability | $1,211,250 | — | $712,907 | $1,924,157 |
Compensation Trend (2012–2024 SCT Extract)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards – grant-date FV ($) | $76,811 | $211,577 | $264,122 |
| Non-equity incentive plan ($) | $166,523 | $206,695 | $289,896 |
| All other compensation ($) | $13,730 | $19,690 | $20,290 |
| Total compensation ($) | $555,032 | $842,462 | $1,037,770 |
Equity Vesting and Selling Pressure Indicators
| 2024 Activity | Shares | Value ($) |
|---|---|---|
| RSU/PSU vesting (shares acquired on vesting) | 4,844 | $102,015 |
| Options exercised | — | — |
| Notes: |
- Time-based RSUs vest 33.33% annually over 3 years; performance shares vest at 3 years based on Core ROA and rTSR vs KRX, creating predictable vesting supply and potential trading windows .
- Policy prohibits hedging/pledging, reducing forced-selling risk .
Investment Implications
- Pay-for-performance alignment: Bell’s annual cash incentive is primarily driven by corporate financial outcomes (80% weight) with 2024 corporate score at 111.21% and individual performance at 110%, resulting in a $289,896 payout; long-term equity is tied to ROA and rTSR vs KRX, with historical 150% payout on the 2022–2024 cycle—indicating strong linkage to shareholder value drivers .
- Retention risk and change-in-control: Double-trigger equity vesting and 2.0x base plus bonus severance under CoC imply competitive but not excessive protection; estimated CoC package at $2.38 million suggests balanced retention economics without tax gross-ups .
- Ownership alignment: Beneficial ownership of 96,406 shares (<1%), with exercisable legacy options and substantial unvested equity, combined with strict ownership, clawback, and no-hedging/pledging policies, supports alignment and reduces adverse trading signals from hedging or pledging .
- Near-term equity events: Legacy 2015 options (43,497 at $11.18) expiring June 26, 2025 may create a timing decision; ongoing RSU/PSU vesting cycles provide predictable supply but policy controls and blackout windows mitigate indiscriminate selling pressure .