Corey Chambas
About Corey Chambas
Corey A. Chambas (age 62) is Chief Executive Officer of First Business Financial Services, Inc. (since 2006) and a director since 2002; he holds a BBA in Finance, Investment & Banking from the University of Wisconsin–Madison and joined the Company in 1993 after earlier commercial lending roles at M&I Bank (now BMO Bank, N.A.) . Under his leadership, FBIZ reports five-year cumulative TSR of 102% vs. 24% median for its banking peer group, 43% for the Russell 2000, and 45% for the S&P 500 Bank index; 2024 net income was $43.4 million, EPS $5.20 (+20.1% YoY), and the efficiency ratio was 60.61% . In May 2025, FBIZ announced Chambas will retire as CEO on May 2, 2026, with President/COO David R. Seiler named successor; Chambas will remain on the Company and Bank boards .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Business Financial Services, Inc. | CEO; President; COO; EVP | CEO since 2006; President 2005–2023; COO 2005–2006; EVP 2002–2005 | Led strategy and enterprise risk oversight across six financial services businesses; long-tenured leadership in commercial banking . |
| First Business Bank (subsidiary) | CEO; President | CEO 1999–2006; President 1999–2005 | Built commercial banking platform prior to holding company CEO role . |
| M&I Bank (now BMO Bank, N.A.) | VP, Commercial Lending | Pre-1993 | Commercial lending expertise foundation; recruited to FBIZ in 1993 . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various private organizations | Advisory board member / advisor | Not disclosed | Governance and advisory contributions beyond FBIZ . |
Fixed Compensation
Multi-year summary (as reported in Summary Compensation Table):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Comp ($) | Change in Pension Value ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 554,667 | 352,781 | 289,367 | 0 | 32,268 | 1,229,082 |
| 2023 | 610,000 | 336,580 | 310,969 | 691,210 | 29,990 | 1,978,750 |
| 2022 | 560,000 | 336,093 | 505,658 | 399,848 | 34,030 | 1,835,629 |
- 2024 base salary structure: decreased from $640,000 to $512,000 effective May 1, 2024 as part of succession planning; reported salary reflects partial-year blend .
- 2024 perquisites detail: 401(k) match $10,350; auto $6,945; discretionary 401(k) profit sharing $14,973; no club membership; total $32,268 .
Performance Compensation
Annual bonus design and 2024 payout:
| Metric | Weighting | Threshold | Target | Superior | Actual | Performance % of Target |
|---|---|---|---|---|---|---|
| Operating Revenue | 33.33% | $148.72m | $156.60m | $164.48m | $153.46m | 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% |
- CEO bonus target 45% of base; max 95%; 2024 payout 52.17% of base ($289,367), reflecting plan-wide 115% of target result .
- 2024 LTI mix: ~60% PRSUs (relative TSR 50% and ROATCE 50%, 3-year cliff) and ~40% time-based RSUs (ratable over 3 years) with dividend equivalents only on vest .
2024 LTI awards (grant date 2/16/2024):
| Instrument | Target/Units | Grant Date Fair Value ($) |
|---|---|---|
| PRSUs (2024–2026 performance) | 5,270 target units | 226,030 |
| RSUs (time-based) | 3,515 units | 126,751 |
| Total LTI (% of base salary) | 50% of base | 352,781 |
Notable LTI outcomes:
- 2021–2023 PRSUs paid at 200% of target (Relative TSR 99th percentile; Relative ROAE 92nd percentile); Chambas earned 15,010 shares delivered April 17, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 124,482 shares (1.5% of outstanding); includes 16,992 shares via 401(k) . |
| Outstanding unvested RSUs (12/31/2024) | 3,515 (2024 grant), 2,319 (2023), 1,160 (2022) . |
| Outstanding PRSUs (12/31/2024, shown at max) | 10,540 (2024 cycle), 10,370 (2023 cycle), 10,240 (2022 cycle); earned post certification in 2027, 2026, and 2025 respectively . |
| Ownership guidelines | CEO must hold stock = 3x base salary; must hold ≥50% of vested shares for 12 months; all NEOs in compliance . |
| Hedging/pledging | Prohibited for Section 16 insiders by policy; all in compliance . |
| Clawbacks | 2019 Clawback Policy (restatements/improper conduct) and 2023 Recovery Policy (SEC/Nasdaq) both applicable . |
Vesting/certification timing (potential supply overhang):
- RSUs vest ratably on Feb 16 in 2025/2026/2027 for the 2024 grant; prior grants vest on remaining Feb 16 dates per award schedules .
- PRSUs certify and deliver in the calendar year after period end (2022–2024 pays in 2025; 2023–2025 in 2026; 2024–2026 in 2027) .
Employment Terms
Key agreement economics and protections:
-
Retirement economics
- Normal Retirement Benefit at/after age 65: 60% of (base salary + greater of target bonus, 2-year average actual, or 3-year average actual), paid annually for 10 years .
- Early Retirement Benefit (pre-65 with 1-year notice): pro-rata of Normal Benefit by service/34; as of 12/31/2024, service = 31 years .
- Present value of accumulated pension benefit (12/31/2024): $4,944,058 .
-
Involuntary termination / Change in Control (CIC)
- If terminated without cause outside CIC window (or >2 years after CIC) while eligible for Early Retirement, Early Retirement Benefit applies (10-year annuity) .
- Within 2 years post-CIC, termination without cause or resignation for good reason yields Early/Normal Retirement Benefit; equity has double-trigger acceleration per plan terms for 2022+ grants .
- Non-compete and non-solicit: 2 years post-termination .
- Consulting: $5,000 per year during benefit payment period (or 2 years otherwise) .
-
Indicative potential payments (assumes 12/31/2024, $46.29 stock, plan assumptions):
- Involuntary termination (no CIC): Total $5,805,184 (Early Retirement Benefit $5,755,184 + $50,000 consulting) .
- Involuntary termination or good reason following CIC: Total $6,607,266 (Early/Normal Retirement Benefit $5,755,184 + accelerated equity $802,082 + $50,000 consulting) .
- Death/Disability: Total $6,557,266 (Early/Normal Retirement-equivalent annuity + accelerated equity) .
Board Governance
- Board service: Director since 2002; also serves on First Business Bank board (various years) .
- Committees: None (as CEO); all other directors are independent; he is the only non-independent director .
- Board leadership: Independent Board Chair (Jerry L. Kilcoyne); roles of Chair and CEO separated, mitigating dual-role risk .
- Attendance: All seven directors attended the 2024 annual meeting; each director attended ≥75% of Board/committee meetings .
Director Compensation
Chambas is an employee director and does not receive non-employee director retainers; the director compensation program applies to non-employee directors only .
Company Performance Context (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 29,428,000* | 31,308,000* | 29,251,000* |
| Net Income ($) | 40,858,000* | 37,027,000* | 44,245,000* |
Values retrieved from S&P Global.*
Say-on-Pay & Compensation Peer Practices
- Say-on-Pay support: 92% approval at 2024 annual meeting .
- Peer group and benchmarking: The Compensation Committee references the peer median as a guide but does not target a specific percentile; peer set recalibrated in 2024 to banks with ~$90–$280 million revenue range; pay mix emphasizes variable, performance-based equity .
- Governance features: double-trigger CIC vesting and severance, robust clawbacks (2019 and 2023), stock ownership guidelines, and prohibitions on hedging/pledging .
Risk Indicators & Red Flags
- Section 16 compliance: One late Form 4 filing related to a gift of shares by Chambas in 2024; otherwise compliant .
- No hedging/pledging allowed for insiders; no excise tax gross-ups; no option repricing disclosed .
Vesting Schedules and Potential Insider Selling Pressure
- Time-based RSUs: scheduled vesting on February 16, 2025/2026/2027 for 2024 grant (3,515 units), with remaining tranches from 2023 (2,319 units) and 2022 (1,160 units) vesting on the corresponding Feb 16 dates; delivery can create periodic liquidity events .
- PRSUs: performance certification and share delivery expected in 2025 (2022–2024), 2026 (2023–2025), and 2027 (2024–2026); 2021–2023 PRSU cycle already paid out at 200% of target (15,010 shares on 4/17/2024) .
Employment & Tenure
- Employment with FBIZ/FBB since 1993; CEO since 2006; announced retirement effective May 2, 2026 with planned board service continuing thereafter .
Investment Implications
- Pay-for-performance alignment appears strong: high variable pay mix tied to ROATCE/TSR (LTI) and revenue/ROAA/efficiency (STI), robust five-year TSR outperformance, and 2024 earnings strength support incentive credibility .
- Upcoming CEO transition (May 2026) reduces key-person risk via long runway; Seiler named successor; however, Chambas’ Early Retirement Benefit and multi-year PRSU delivery represent known cash/equity flows to monitor, not cash cost risks to FBIZ beyond normal compensation .
- Selling pressure windows: Feb 16 RSU vesting dates and post-certification PRSU deliveries (2025–2027) could coincide with 10b5-1 activity/tax-related sales; hedging/pledging prohibitions limit misalignment risk .
- Governance quality mitigates dual-role concerns: independent chair; only the CEO is non-independent; strong committee independence and policies (clawbacks/ownership) lower agency risk .