Daniel Olszewski
About Daniel P. Olszewski
Independent director of First Business Financial Services, Inc. since 2018; age 60. Director of the Operational Risk Committee (Chair) and member of the Corporate Governance & Nominating Committee. Background includes Director of the UW–Madison Weinert Center for Entrepreneurship (since 2006), prior CEO roles (Katun Corporation; Parts Now!) and strategy consulting at McKinsey; education: BA in Economics & Computer Science (UW–Madison) and MBA (Harvard Business School). Years on the Company board: 6 (per Board skills summary).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PNA Holdings, LLC (owner of Parts Now! and Katun) | Chair/President | 1999–2002; 2003–2005 | Oversaw portfolio company operations and M&A-backed acquisition of Katun with private equity sponsors. |
| Katun Corporation | CEO | 2003–2005 | Led corporate strategy and operations post-acquisition. |
| Parts Now! | CEO/President; COO | 1999–2003; 1997–1999 | Operational leadership and growth; industry distribution operations. |
| McKinsey & Company | Consultant | 1988–1990; 1992–1997 | Strategy and finance engagements; developed ERM, strategic planning, and financial services expertise. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weinert Center for Entrepreneurship, Wisconsin School of Business (UW–Madison) | Director | Since 2006 | Instructor for capstone entrepreneurship and M&A courses; co-founded Morgridge Entrepreneurial Bootcamp (STEM). |
| Private organization (not named) | Board member | Not disclosed | Advisory/board service at a private organization. |
Board Governance
- Committees: Operational Risk (Chair), Corporate Governance & Nominating (member). Operational Risk met 4 times in 2024; Corporate Governance & Nominating met 5 times.
- Independence and structure: All directors except the CEO are independent; Olszewski is an independent director. Board Chair is separate from CEO (Chair: Jerry L. Kilcoyne).
- Attendance and engagement: Board held 7 meetings in 2024; each director attended at least 75% of aggregate Board and assigned committee meetings; all seven directors attended the 2024 annual meeting.
- ESG oversight: Corporate Governance & Nominating Committee (of which Olszewski is a member) monitors governance, succession, director independence, and ESG practices delegated from the Board.
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Cash fees earned (Board + committees + chair retainer) | $46,125 | 2024 | Includes Board retainer, committee retainer(s), and chair retainer(s); cash paid quarterly. |
| Equity retainer (RSUs) | $22,500 | Awarded May 16, 2024 | 655 RSUs at $34.42 20‑day average; time-based vesting after one year. |
| Total director compensation (2024) | $68,625 | 2024 | Sum of cash and RSUs. |
Program changes (affect alignment and competitiveness):
- Effective Oct 1, 2024: Non-employee director annual cash retainer increased from $30,000 to $37,500; committee fees consolidated into a $4,000 annual retainer; committee chair retainers increased to $7,500 (Audit Chair $10,000).
- Beginning 2025: Annual director equity retainer increases to $30,000, issued as fully-vested stock.
Performance Compensation
Directors do not receive performance-based bonuses or options; equity awards are time-based and designed for ownership alignment.
| Equity Grant Detail | Value/Units | Grant Date | Vesting |
|---|---|---|---|
| Annual equity retainer | $22,500; 655 RSUs | May 16, 2024 | 1-year cliff vest (RSUs). |
| Program update | $30,000 fully-vested stock | 2025 | No performance conditions; immediate vesting to enhance alignment. |
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company board service disclosed. |
| Compensation Committee interlocks | — | — | None per proxy disclosure. |
Expertise & Qualifications
- Entrepreneurial and M&A expertise; instructor of graduate mergers & acquisitions; executed PE-assisted acquisition of Katun.
- Strategic planning, ERM, and financial services experience via McKinsey, CEO roles, and board leadership; current Chair of Operational Risk Committee overseeing ERM execution and key risk domains including cybersecurity.
- Technology and finance education credentials: BA in Economics & Computer Science (UW–Madison); MBA (Harvard Business School).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Composition |
|---|---|---|---|
| Daniel P. Olszewski | 25,420 | <1% (*) | Includes 23,150 shares held in trust by spouse. |
| Shares outstanding (reference) | 8,293,928 | — | For ownership % context. |
Ownership alignment safeguards:
- Director Stock Ownership Guidelines: must hold shares equal to 3x combined annual cash and equity retainers within 5 years; must retain 100% of vested shares while serving; all directors are in compliance.
- No-hedging and no-pledging policy for Section 16 persons; currently in compliance.
Insider Filings Summary
| Item | Status | Period | Notes |
|---|---|---|---|
| Section 16(a) compliance | In compliance (Company-wide; one late Form 4 was CEO gift, not Olszewski) | FY2024 | Indicates timely reporting; no delinquent filings noted for Olszewski. |
Governance Assessment
- Board effectiveness: As Operational Risk Committee Chair, Olszewski plays a central role in ERM oversight (strategic, credit, compliance, cybersecurity/information security, liquidity/market); committee membership is fully independent.
- Independence and attendance: Independent director with documented attendance at least 75% of Board/committee meetings and participation in the annual meeting, supporting engagement quality.
- Compensation alignment: Modest cash fees with equity retainer transitioning to fully-vested stock in 2025, plus stringent director ownership and retention requirements; enhances skin-in-the-game without pay-for-performance distortions for directors.
- Share ownership: Beneficially owns 25,420 shares (<1%), largely via spouse trust, and complies with ownership guidelines; hedging/pledging prohibited.
- Conflicts/related-party exposure: No SEC enforcement actions or material legal proceedings disclosed in past ten years; related-party lending to insiders is ordinary-course and Reg O compliant; no specific related-party transactions disclosed for Olszewski.
- Shareholder signals: 2024 say‑on‑pay approval of 92% suggests investor support for compensation governance; clawback and recovery policies provide downside protection.
RED FLAGS: None identified specific to Olszewski in the latest proxy (no interlocks, no pledging/hedging, no delinquent filings, no related-party transactions disclosed). Continued monitoring of insider activity and committee outputs is advised.