Carla Chavarria
About Carla C. Chavarria
Carla C. Chavarria, age 59, is an independent director of First Business Financial Services, Inc. (FBIZ), serving since 2017 and on the First Business Bank board since 2018; she is Senior Vice President & Chief Human Resources Officer at AMC Entertainment, Inc. and holds a BS in Business Administration from Pennsylvania State University . She has 7 years of board tenure at FBIZ as of 2025, reflecting sustained governance engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMC Entertainment, Inc. | Senior Vice President & Chief Human Resources Officer (Executive Committee member) | 2014–present | Led strategic development of total rewards, engagement, talent acquisition & development, and community relations; managed workforce-related risks and regulatory compliance . |
| AMC Entertainment, Inc. | Various human resources roles | 1994–2014 | Built HR systems, legal/regulatory and ERM capabilities across multiple acquisitions . |
External Roles
| Organization | Role | Public Company Director? | Notes |
|---|---|---|---|
| AMC Entertainment, Inc. | SVP & CHRO | No | Operating executive role; no other public company directorships disclosed for Carla . |
Board Governance
- Independence status: Independent director; FBIZ board has an independent chair and all directors except the CEO are independent .
- Committee assignments: Chair of the Compensation Committee; member of the Corporate Governance & Nominating Committee .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended at least 75% of board/committee meetings and all seven directors attended the 2024 annual meeting .
- Board leadership structure: Roles of Board Chair and CEO are separated to promote balance and avoid conflicts; Board Chair is Jerry Kilcoyne .
- Compensation Committee interlocks: None; no officer, former officer or employee serves on the Compensation Committee .
- Director education: Quarterly board education in 2024 (artificial intelligence, AML/CFT, regulatory compliance, investment research, private wealth); all directors compliant with education guidelines .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation | Chair | 5 |
| Corporate Governance & Nominating | Member | 5 |
Fixed Compensation
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash retainer and committee fees | $33,750 | $36,000 | $42,750 |
| Stock unit awards (annual RSU grant) | $22,500 | $22,500 | $22,500 |
| Total | $56,250 | $58,500 | $65,250 |
- Program changes: Effective Oct 1, 2024, non-employee director annual cash retainer increased from $30,000 to $37,500; committee fees consolidated into one annual cash retainer of $4,000; chair retainers increased to $7,500 (Audit Chair $10,000); equity retainer $22,500 RSUs vesting after one year; beginning 2025, annual director equity retainer increased to $30,000 and issued as fully-vested stock .
Performance Compensation
Directors do not receive performance-based bonuses; however, as Compensation Committee Chair, Chavarria oversees FBIZ’s pay-for-performance framework for executives using company-wide metrics (Operating Revenue, ROAA, Efficiency Ratio) and PRSUs tied to relative TSR and ROATCE .
| 2024 Annual Bonus Plan Measure | 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 | 33.33% | 63.15% | 61.09% | 59.04% | 60.61% | 100.79% |
| ROAA | 33.33% | 0.96% | 1.12% | 1.28% | 1.20% | 106.78% |
| PRSU Program (2021–2023 grant) | Weight | Threshold (Percentile) | Target (Percentile) | Superior (Percentile) | Performance Result | Payout |
|---|---|---|---|---|---|---|
| Relative TSR | 50% | 25th | 50th | 75th | 99th percentile | 200% of target |
| Relative ROAE/ROATCE | 50% | 25th | 50th | 75th | 92nd percentile | 200% of target |
- Governance safeguards: Independent comp consultant (McLagan/Aon); double-trigger change-in-control for equity/severance; robust clawback policy (2019) and SEC/Nasdaq-compliant recovery policy (2023); no hedging/pledging for Section 16 persons .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Carla . |
| Shared directorships/interlocks | Compensation Committee interlocks: none . |
| Related party transactions | No Carla-specific related party transactions disclosed; insider loans are administered per Regulation O and approved by the Bank’s Board; specific 2024 offering participation disclosed for affiliates of another director, not Carla . |
Expertise & Qualifications
- Human Capital/Compensation and Strategic Planning; executive committee member with 30+ years HR leadership .
- Legal/Regulatory and Enterprise Risk Management from managing workforce-related risks and compliance .
- M&A exposure through AMC’s acquisitions; BS in Business Administration (Penn State) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Carla C. Chavarria | 6,461 | * (<1%) | Includes 4,191 shares held through a sole trust . |
- Stock ownership guidelines: Directors must hold shares equal to 3x annual cash + equity retainers within 5 years and retain 100% of vested shares while serving; all directors comply .
- No hedging/pledging: Prohibited for Section 16 persons; all in compliance per Insider Trading Policy .
Governance Assessment
- Strengths: Independent director as Compensation Chair; clear pay-for-performance framework tied to Operating Revenue, ROAA, Efficiency Ratio and relative TSR/ROATCE with strong outcomes (200% PRSU payout for 2021–2023); independent consultant; clawback and recovery policies; no hedging/pledging; annual say-on-pay support (92% in 2024; 94% in 2023) indicating investor confidence .
- Engagement: Attendance ≥75% and full annual meeting attendance; active board education on AI/AML/CFT and compliance; separated chair/CEO roles enhance oversight .
- Alignment: Director equity retainer and ownership guidelines drive skin-in-the-game; Carla beneficially owns 6,461 shares, with trust holdings disclosed .
- Red flags/risks: One late Section 16 filing by Carla in 2022 (minor administrative issue); time-commitment risk from senior operating role at AMC, but no interlocks or related-party transactions disclosed at FBIZ tied to her .
Shareholder Feedback (Say-on-Pay)
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 94% |
| 2024 | 92% |
Overall, Chavarria’s leadership on Compensation and Corporate Governance committees, coupled with strong pay-for-performance design, robust policies (clawbacks/no hedging), and consistent attendance, supports board effectiveness and investor confidence, with minimal conflict signals disclosed .