Brian Spielmann
About Brian Spielmann
Brian D. Spielmann is Chief Financial Officer of First Business Financial Services, Inc. (FBIZ), appointed effective April 1, 2023, succeeding the prior CFO as part of an announced succession plan . Under his finance leadership, FBIZ delivered record 2024 results: net income of $43.4M and EPS $5.20, loans +9% YoY, average core deposits +13% YoY, NIM 3.66%, PTPP earnings +16%, and tangible book value per share +15% YoY . Over the five years ended December 31, 2024, cumulative TSR was 102% versus 24% median for the peer group and 43% for the Russell 2000, reflecting strong shareholder value creation through the most recent strategic cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Business Financial Services, Inc. | Chief Financial Officer | Apr 1, 2023 – Present | Finance leadership through new 2024–2028 strategic plan; succeeded retiring CFO and continued execution of performance- and efficiency-focused metrics |
External Roles
No external public-company directorships or outside roles are disclosed for Mr. Spielmann in the company’s proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (announced level) | $300,000 (raised from $275k on Apr 1, 2023) | $320,000 (effective Aug 1, 2024) |
| Target Bonus (% of base) | 35% | 35% |
| Maximum Bonus (% of base) | 75% | 75% |
| Actual Bonus (% of base) | 40.53% | 41.13% |
| Actual Bonus ($) | $108,919 | $126,828 |
| All Other Compensation ($) | $24,222 (401k match and profit sharing) | $25,323 (401k match and profit sharing) |
Notes:
- 2024 Annual Bonus Plan paid out at 115% of target company-wide driven by Operating Revenue, ROAA, and Efficiency Ratio performance .
Performance Compensation
Annual Bonus – Performance Metrics and 2024 Results
| Metric | Weight | Threshold | Target | Superior | Actual | Performance % of Target |
|---|---|---|---|---|---|---|
| Operating Revenue | 33.33% | $148,720,000 | $156,600,000 | $164,480,000 | $153,464,457 | 98.00% |
| Efficiency Ratio (non-GAAP) | 33.33% | 63.15% | 61.09% | 59.04% | 60.61% | 100.79% |
| Return on Average Assets | 33.33% | 0.96% | 1.12% | 1.28% | 1.20% | 106.78% |
- Threshold/target/superior goals were adjusted in Oct 2024 to exclude a delayed single-loan recovery; safeguard requires ≥½ ROA threshold for any payout .
Long-Term Incentives (LTI)
| Year | PRSUs – Target # | PRSUs – Grant Date Fair Value ($) | Performance Period | PRSU Metrics/Weight | RSUs – # Granted | RSUs – Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | 1,730 | $74,084 | 2024–2026 | Relative TSR 50% / ROATCE 50% | 1,155 | $41,474 | RSUs vest ratably over 3 years; PRSUs cliff-vest after 3-year period based on relative performance |
| 2023 | 1,595 | $64,777 | 2023–2025 | Relative TSR 50% / ROACE 50% | 885 | $32,232 | RSUs vest ratably over 3 years; PRSUs cliff-vest after 3-year period |
Additional context:
- Executive awards are ~60% PRSUs and ~40% RSUs; dividend equivalents accrue but are paid only upon vesting for grants after Jan 2023 .
- 2021–2023 PRSU cycle paid out at 200% of target based on 99th percentile TSR and 92nd percentile ROAE; Spielmann did not receive the 2021 grant as he was not an executive officer at grant time .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 18, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Brian D. Spielmann | 3,353 | <1% | Includes 160 restricted shares (voting but not investment power) and 601 shares held jointly with spouse |
Total outstanding shares: 8,293,928 .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Unvested RSUs (#) | Vesting Detail | Unearned PRSUs (#, at max reporting) | Performance Period / Payout Timing |
|---|---|---|---|---|
| 2/16/2024 | 1,155 | Ratable over 3 years (future dates: Feb 16, 2025–2027) | 3,460 | Ending Dec 31, 2026; certify/payout in 2027 |
| 2/16/2023 | 593 | Ratable over 3 years (future dates: Feb 16, 2025–2026) | 3,190 | Ending Dec 31, 2025; certify/payout in 2026 |
| 2/16/2022 | 320 | Equally over 4 years (future dates: Feb 16, 2025–2026) | — | — |
| 2/16/2021 | 214 | Equally over 4 years (future date: Feb 16, 2025) | — | — |
Alignment and policies:
- Stock ownership guidelines: NEOs must hold shares ≥1x base salary within 5 years; once met, must hold ≥50% of vested shares for 12 months; all NEOs are currently in compliance .
- No-hedging, no-margin, no-pledging for Section 16 insiders; all are in compliance (mitigates alignment red flags) .
- 2024 “All Other Compensation” for Spielmann includes 3% 401(k) match and 4.34% discretionary profit sharing (total $25,323) .
Employment Terms
Change-in-control (CIC) and severance economics (Spielmann’s agreement dated Apr 1, 2023):
| Scenario | Cash Severance | Equity Vesting | Health Benefits | Total |
|---|---|---|---|---|
| Involuntary termination or good reason within 12 months after CIC | $752,000 | RSAs/RSUs $105,634; PRSUs $75,916 | $26,958 | $960,508 |
| CIC with no termination | — | RSAs/RSUs $24,719 | — | $24,719 |
| Death / Disability | — | RSAs/RSUs $105,634; PRSUs $75,916 | — | $181,549 |
Key terms (company-wide for NEOs):
- Double-trigger required for severance and equity vesting upon a change in control .
- Severance framework includes cash equal to one or two times base salary plus target bonus (paid in installments), plus 18 months of health coverage; subject to 280G cutback for excess parachute payments if beneficial on an after-tax basis .
- Non-compete and non-solicit apply for 1–2 years post-termination depending on agreement .
- Robust clawback policy (2019) and Nasdaq/SEC-aligned recovery policy (2023) covering restatements and misconduct .
Compensation Structure Analysis
- Cash vs. equity mix: Spielmann’s 2024 target LTI of 35% of base salary (PRSUs 60%/RSUs 40%) increases at-risk, equity-linked pay, aligning with long-term TSR/ROATCE outcomes .
- Annual incentive rigor: Formulaic plan with clear metrics (Operating Revenue, ROAA, Efficiency Ratio), threshold safeguards, and 2024 modification to exclude a delayed single-loan recovery—indicative of balanced approach vs. windfalls .
- Governance safeguards: Double-trigger CIC, no hedging/pledging, stock ownership guidelines, and clawback protections reduce risk-taking incentives and alignment concerns .
Compensation Peer Group (Benchmarking)
- The Compensation Committee uses banking peers (updated Jul 2024; revenue $90–$280M range; median $149M) and references the peer median without targeting a specific percentile; final pay considers individual and company performance .
- Select 2024 peer constituents include BWFG, BWB, BFST, EBTC, EQBK, FRBA, GSBC, HFWA, LKFN, MBWM, MPB, MOFG, NBN, OBT, SMBK, among others .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 92% approval, signaling strong investor alignment with executive pay design and outcomes .
Investment Implications
- Alignment: High variable/equity mix (PRSUs tied to relative TSR and ROATCE) and strict ownership/anti-hedging rules support shareholder alignment and reduce governance risk .
- Retention and potential selling pressure: Upcoming vesting/certification events include RSU tranches each Feb 16 (2025–2027) and PRSU certifications/payouts in 2026–2027, which may create modest periodic insider liquidity windows but also serve as retention hooks .
- Risk controls: Double-trigger CIC, 280G cutback, clawbacks, and balanced bonus targets reduce incentive to take outsized risk and limit change-of-control windfalls .
- Performance backdrop: Strong 2024 profitability and five-year TSR outperformance provide positive context for the CFO’s incentive realizations and future LTI leverage tied to relative performance .