Thomas S. Abraham
About Thomas S. Abraham
Thomas S. Abraham serves as President, Byline Small Business Capital (SBC). His employment agreement with Byline Bank became effective on December 16, 2019 and auto-renews annually; he participates in the Executive Incentive Plan (EIP) and Long-Term Incentive Program (LTIP) . In 2024, Byline delivered net income of $120.8M, ROAA of 1.31%, pre-tax pre-provision ROAA of 2.05%, and an efficiency ratio of 52.45% . Abraham’s 2024 individual performance assessment highlighted exceeding SBC loan volume targets by 4%, new industry partnerships, and technology/process improvements . (Education, age, and prior roles were not disclosed in the 2024–2025 proxies reviewed.)
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $418,331 | $445,154 | $456,308 |
| EIP Target (as % of Base) | 30% (per employment agreement) | 45% (SBC scorecard 100% weighting) | 45% (80% SBC scorecard, 20% individual) |
| Bonus (Discretionary) ($) | — | $50,732 | — |
| Non-Equity Incentive (EIP payout) ($) | $260,475 | $130,203 | $111,950 |
Notes
- 2023 STI weighting for Abraham: 100% SBC scorecard . In 2024, 80% SBC scorecard and 20% individual performance .
- Employment agreement states initial EIP bonus opportunity at 30% of base salary; targets are reviewed/approved by the Board over time .
Performance Compensation
2024 Short-Term Incentive (SBC scorecard)
| Metric | Weight | Threshold | Target | Maximum | Actual | Score |
|---|---|---|---|---|---|---|
| SBC Non-Interest Income less SBC Direct Non-Interest Expense ($000s) | 35% | (5,975) | (2,622) | 731 | (3,416) | 30.9% |
| SBC Gross Gov’t Guaranteed Production – Commitments ($000s) | 15% | 450,000 | 525,000 | 600,000 | 448,442 | 0.0% |
| SBC Net Charge-Offs / Avg Loans & Leases | 20% | 2.04% | 1.68% | 1.36% | 2.54% | 0.0% |
| SBC NPAs / Assets | 20% | 3.60% | 2.69% | 2.23% | 5.90% | 0.0% |
| Byline Adjusted PTPP Net Income ($000s) | 10% | 140,000 | 186,604 | 193,302 | 188,942 | 11.7% |
| Final SBC Score | 100% | 42.60% |
Resulting STI payout for Abraham (2024): $111,950 (24% of salary), reflecting the SBC scorecard and 100% on individual portion .
2023 Short-Term Incentive (SBC)
| Metric | Weight | Target | Actual | Score |
|---|---|---|---|---|
| SBC Pre-Provision Net Direct Contribution ($000s) | 50% | 42,585 | 35,471 | 0% |
| SBC Net Charge-Offs ($000s) | 20% | 9,594 | 7,959 | 30% |
| SBC NPAs / Assets | 20% | 2.86% | 2.69% | 24% |
| Byline Adjusted PTPP ROA | 10% | 2.36% | 2.35% | 10% |
| Final SBC Score | 100% | 64% |
Resulting STI for Abraham (2023): $130,203 (non-equity incentive), plus a $50,732 discretionary bonus recognizing tech implementation and the challenging SBC environment .
Long-Term Incentive (design and awards)
- Design: For NEOs generally, annual LTIP is 50% performance shares (Core ROA and relative TSR vs. KBW Regional Bank Index (KRX)) and 50% time-based restricted shares (3-year ratable vesting; double-trigger CIC vesting; accelerated on death/disability) .
- Abraham exception: LTIP awards for Abraham are 100% time-based restricted shares (no performance-share mix in 2023–2024) .
| Award Year | Type | Grant Detail | Result |
|---|---|---|---|
| 2024 LTIP | Time-based RS | 10,577 shares; 3-year ratable vesting | Grant-date value $222,752 |
| 2025 LTIP (granted Feb 2025) | Time-based RS | Actual award 34% of base salary (100% time-based) | $157,646 total |
| 2022–2024 Performance Share Cycle (NEOs) | Performance Shares | Relative ROAA peer test | Paid at 150% of target (vesting Feb 22, 2025); Abraham’s LTIs are time-based in recent cycles |
Equity Ownership & Alignment
| Metric | As of Apr 10, 2024 | As of Apr 9, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 66,590 | 62,282 |
| Of which: Unvested Restricted Shares | 20,318 | 16,262 |
| Options (exercisable/unexercisable) | None disclosed for Abraham (stock awards only) | None disclosed for Abraham (stock awards only) |
| Ownership % of SO | <1% | <1% |
| Executive Stock Ownership Guideline | Other Executive Officers: 1x base salary | Other Executive Officers: 1x base salary |
| Hedging/Pledging | Prohibited for executives and directors | Prohibited for executives and directors |
Additional vesting/realization in 2024: 8,048 shares vested for Abraham (includes performance shares granted 2/22/2021 that vested 2/22/2024; value at vest $169,491) .
Employment Terms
| Term | Details |
|---|---|
| Role and Agreement | President, Byline Small Business Capital; Employment Agreement effective 12/16/2019; automatic 1-year renewal; participates in EIP and LTIP . |
| Non-solicit / Confidentiality | “Agreement Protecting Company Interests” includes confidentiality and customer/employee non-solicit during employment and 12 months post-termination for Abraham . |
| Clawback | SEC/NYSE-compliant policy; recoupment on restatement; discretionary recoupment for legal/compliance violations . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Severance (No CIC) | If terminated without cause/not due to disability or resigns for good reason: unpaid/prorated EIP + cash equal to 1.0x (base salary + COBRA benefits), payable over 12 months . Estimated as of 12/31/2024: Cash $667,000; COBRA $26,084; Total $693,084 . |
| Severance (With CIC) | Double-trigger within 1 year post-CIC: unpaid/prorated EIP + cash equal to 1.0x (base salary + higher of last two years’ earned cash bonuses + COBRA benefits) . Estimated as of 12/31/2024: Cash $927,475; COBRA $26,084; Equity acceleration $589,222; Total $1,542,781 . |
| Death/Disability | Unpaid/prorated EIP; estimated as of 12/31/2024: Cash $407,000; Equity acceleration $589,222; Total $996,222 . |
| Perquisites/Benefits | Auto allowance and limited perqs; 401(k) contribution consistent with company policy; eligible for Death Benefit Only Plan ($200,000 to beneficiaries while employed) . 2024 amounts: Perqs $9,900; 401(k) $10,699 . |
Multi-year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $418,331 | $445,154 | $456,308 |
| Bonus (Discretionary) | $0 | $50,732 | $0 |
| Stock Awards (Grant-date FV) | $180,025 | $279,933 | $222,752 |
| Non-Equity Incentive Plan Comp | $260,475 | $130,203 | $111,950 |
| All Other Compensation | $89,885 | $79,248 | $20,599 |
| Total | $948,715 | $985,271 | $811,609 |
Compensation Structure Analysis
- Shift in mix and sensitivity: Abraham’s LTIP is 100% time-based (no performance-share component), reducing pay sensitivity to long-term performance vs. peers whose LTIP includes 50% performance shares tied to Core ROA and rTSR .
- Performance gating: 2024 SBC scorecard produced a 42.6% result due to below-threshold production and higher credit costs, materially reducing STI despite strong corporate performance (corporate scorecard at 111.21% of target) .
- Governance protections: Double-trigger CIC vesting, SEC/NYSE clawback, hedging/pledging prohibitions, and stock ownership guidelines support alignment and risk controls .
Investment Implications
- Pay-for-performance alignment: Abraham’s 2024 STI was appropriately dampened by SBC performance (42.6% score), yielding a modest cash incentive despite company-level strength; however, his 100% time-based LTIP awards (2023–2025) lessen long-term pay sensitivity to performance, a relative negative for high alignment purists .
- Retention and CIC risk: Severance terms are moderate (1.0x base plus bonus/COBRA in CIC), with a one-year CIC protection window; equity accelerates under double trigger, creating some retention through unvested RSUs without outsized CIC windfalls .
- Ownership and selling pressure: Abraham holds <1% of shares with ongoing three-year RSU vesting; pledging/hedging is prohibited, which reduces alignment risk. No options are outstanding for him, minimizing forced exercise dynamics .
- Execution focus in SBC: 2024 underperformance on SBC asset quality/production metrics constrained STI; near-term improvement in credit metrics and guaranteed production should translate into higher scorecard results and cash incentive leverage for the SBC unit .
Overall: Governance protections are solid, and STI outcomes reflect business-unit performance. The main alignment watchpoint is the continued use of 100% time-vested equity awards for Abraham; investors may prefer partial performance-vesting to tighten long-term alignment as SBC normalizes.