William G. Kistner
About William G. Kistner
William G. Kistner, age 74, has served on Byline Bancorp’s Board since April 2018; he is Chair of the Audit Committee and a member of the Risk Committee, and is designated the Board’s “audit committee financial expert.” He also serves on the Byline Bank board with the same committee roles. He retired from Northwestern Memorial HealthCare in 2018 as Vice President of Internal Audit, following 31 years at Ernst & Young where he was a Tax Partner for 19 years; he holds a BBA in accounting from Loyola University Chicago, an MM in finance from Kellogg, and is a CPA . The Board has determined he is independent under NYSE and SEC rules, including the heightened independence requirements for Audit Committees (Rule 10A‑3) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Memorial HealthCare | Vice President, Internal Audit; rebuilt Internal Audit, coordinated Audit Committee reporting | 2004–2018 | Led risk assessment methodology and audit work plans; coordinated Audit Committee meetings |
| Ernst & Young LLP | Tax Partner (Chicago) | 31 years total; 19 years as Partner | Served a variety of clients; senior tax leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loyola University Chicago | Board of Trustees; Chair of Audit; member Finance & Executive Committees | Not disclosed | Oversees audit, finance and executive governance for the university |
| Erie Family Health Centers | Board of Directors & Treasurer; Chair of Finance; member Executive Committee | Not disclosed | Financial oversight and governance for community health organization |
Board Governance
- Committees: Audit (Chair) and Risk (Member) at Byline Bancorp; same roles at Byline Bank .
- Independence: Determined independent under NYSE rules; qualifies for heightened Audit Committee independence (Rule 10A‑3) .
- Audit Committee financial expert: Designated as the committee’s SEC-defined financial expert .
- Meetings and attendance: Board met 6 times in 2024; Audit Committee met 14 times; Risk Committee met 7 times; each director attended at least 90% of Board and committee meetings in 2024 .
- Lead Independent Director: Antonio del Valle Perochena (not Kistner) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 14 |
| Risk | Member | 7 |
| Board of Directors | Director | 6 |
| Attendance | — | ≥90% of meetings for all directors |
Fixed Compensation
- Program structure: Annual cash retainer $115,000 for non‑employee directors; optional election to take up to 100% of board retainer in restricted common stock; additional cash retainers include $5,000 per Audit/Risk/Bank Executive Credit Committee membership and $15,000 for Audit Chair, $10,000 for Risk Chair, and other chair roles; Lead Director $25,000 .
- Payment mechanics: Fees paid monthly; directors reimbursed for reasonable expenses; non‑compete on providing services to competing banking entities while serving as director .
- 2024 actual compensation (Board service and Byline Bank board service): Kistner received $120,125 in cash fees; stock awards $0; total $120,125 .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 120,125 | — | 120,125 |
Performance Compensation
- Non‑employee director structure: No annual bonus, options, PSUs or performance metrics disclosed for directors; equity is elective via restricted stock in lieu of cash retainer .
| Component | Metrics | Notes |
|---|---|---|
| Director compensation | None disclosed | Compensation is retainer- and chair/member-fee based; equity optional via RSU in lieu of cash |
Other Directorships & Interlocks
- Public company boards: None disclosed for Kistner in the proxy biography; listed external roles are non‑profit/academic .
- Interlocks: No interlocks with competitor/supplier/customer public company boards disclosed .
| Company | Type | Role | Committee Roles |
|---|---|---|---|
| None disclosed | Public company | — | — |
Expertise & Qualifications
- CPA with deep internal audit and financial reporting oversight experience; former Tax Partner at EY; advanced finance degree from Kellogg; designated Audit Committee financial expert .
- Risk oversight: Member of Risk Committee overseeing enterprise risk management, capital planning and independent loan reviews .
Equity Ownership
- Beneficial ownership: 14,836 shares; represents less than 1% of outstanding shares (46,226,562 shares as of April 9, 2025) .
- Director stock ownership guidelines: Non‑employee directors must own shares equal to 3x the Board retainer within five years; retain at least 50% of vested full‑value shares until compliant .
- Hedging/pledging: Company prohibits directors from hedging or pledging company stock .
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William G. Kistner | 14,836 | <1% | Outstanding shares: 46,226,562 as of 4/9/2025 ; directors prohibited from hedging/pledging |
Shareholder Voting Signal (2025 Annual Meeting)
| Item | Date | For | Withheld/Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|---|
| Election of William G. Kistner | June 3, 2025 | 35,989,971 | 91,743 | — | 2,781,049 |
| Say‑on‑Pay (NEO compensation) | June 3, 2025 | 34,625,475 | 1,033,093 | 423,146 | 2,781,049 |
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC‑defined financial expert; high engagement with 14 Audit Committee meetings and ≥90% attendance; strong shareholder support in 2025 election; prohibition on hedging/pledging supports alignment .
- Alignment considerations: 2024 compensation was 100% cash (no equity elected), and beneficial ownership is <1%; director equity ownership guidelines exist (3x retainer), but individual compliance status not disclosed .
- Compensation governance: Compensation Committee uses independent consultant (Pearl Meyer) with no identified conflicts; robust clawback policy applies to executives; directors may elect stock for retainers, enhancing optional alignment .
RED FLAGS: None disclosed regarding related‑party transactions, hedging or pledging by directors, or attendance shortfalls; each director attended ≥90% of meetings in 2024 .