David Seiler
About David Seiler
President & Chief Operating Officer at First Business Financial Services, Inc. (FBIZ) since January 2023; joined First Business Bank in April 2016 and served seven years as COO before promotion. Named to succeed Corey Chambas as CEO effective May 2, 2026. Education: BBA (Marketing and Business Administration) and MS (Real Estate Appraisal & Investment Analysis), University of Wisconsin–Madison. Prior roles include Managing Director, Correspondent Banking Division, BMO Harris Bank, and other Midwest commercial banking leadership roles . Performance context: 5-year cumulative TSR of 102% vs 24% peer median; 2024 net income $43.4MM with EPS $5.20 (+20.1% y/y), efficiency ratio 60.61%, tangible book value/share +15% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Business Financial Services, Inc. | President & Chief Operating Officer | Jan 2023–present | Leads all revenue-generating lines and most internal operations; aligned to five-year plan (2024–2028) targeting sub-60% efficiency and ROATCE >15% . |
| First Business Financial Services, Inc. | Chief Operating Officer | Apr 2016–Dec 2022 | Drove scale in loans (+~10% avg loan growth in 2024), core deposit growth (+13% y/y in 2024), record PTPP and stable NIM during volatile rate environment . |
| BMO Harris Bank | Managing Director, Correspondent Banking | Pre-2016 | Built and led correspondent banking franchise; prior Midwest commercial banking leadership roles . |
External Roles
No public company directorships or external roles disclosed for Mr. Seiler in the filings reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $334,459 | $375,000 | $434,271 |
| Base salary rate (noted in CD&A) | — | — | $455,000; increased from $392,813 effective May 1, 2024 (scope change via succession planning) |
| Target bonus (% of base) | 40% (unchanged in 2024 vs prior year) | 40% (unchanged) | 40% |
| Actual bonus (% of base) | 76.2% (=$254,980/$334,459) | 44.3% (=$166,073/$375,000) | 45.47% |
| Actual bonus paid ($) | $254,980 | $166,073 | $197,464 |
Performance Compensation
Annual Bonus Plan – 2024 Structure and Outcome
| Measure | Weighting | Threshold | Target (modified Oct 2024) | Superior | Actual | Performance % of Target |
|---|---|---|---|---|---|---|
| Operating Revenue | 33.33% | $148.72M | $156.60M | $164.48M | $153.46M | 98.00% |
| Efficiency Ratio (non-GAAP) | 33.33% | 63.15% | 61.09% | 59.04% | 60.61% | 100.79% |
| Return on Avg Assets | 33.33% | 0.96% | 1.12% | 1.28% | 1.20% | 106.78% |
| Plan safeguard | — | Must meet 50% of ROA threshold before any payout | — | — | Met | — |
| Payout vs Target (Seiler) | — | — | — | — | — | 115% of target; Seiler paid 45.47% of base ($197,464) |
Note: Targets for ROAA and efficiency ratio were reduced in October 2024 to exclude a delayed single-loan recovery outside management control .
Long-Term Incentives – 2024 Grants (60% PRSU / 40% RSU)
| Component | Grant date | Target units | Grant-date fair value ($) | Vesting / Performance |
|---|---|---|---|---|
| PRSUs | Feb 16, 2024 | 2,265 | $97,153 | 3-year cliff (2024–2026) on relative TSR (50%) and ROATCE (50%) vs custom bank peer set; 50%/100%/200% payout at 25th/50th/75th pct; straight-line in-between |
| RSUs | Feb 16, 2024 | 1,510 | $54,451 | Ratable over 3 years; dividend equivalents paid only upon vesting |
PRSU Earnout – 2021–2023 Cohort (certified Apr 17, 2024)
| Measure | Weight | Threshold | Target | Superior | Result | Payout |
|---|---|---|---|---|---|---|
| Relative TSR | 50% | 25th pct | 50th pct | 75th pct | 99th pct | 200% |
| Relative ROAE | 50% | 25th pct | 50th pct | 75th pct | 92nd pct | 200% |
| Shares earned (Seiler) | — | — | — | — | — | 6,920 shares delivered Apr 17, 2024 |
Equity Ownership & Alignment
Beneficial Ownership and Policies
- Beneficial ownership: 27,782 common shares (<1% of outstanding); includes 4,000 shares held in a joint trust with spouse .
- No pledging/hedging: Section 16 officers prohibited from hedging, pledging, and margin accounts; all in compliance .
- Stock ownership guidelines: NEOs must hold stock equal to 1x base salary within five years; all NEOs are in compliance .
- Company currently does not grant stock options to NEOs .
Vested vs Unvested (as of 12/31/2024; price $46.29)
| Award | Unvested units | Market value ($) | Notes |
|---|---|---|---|
| RSUs (2024 grant) | 1,510 | $69,898 | Vest ratably 2/16/2025–2027 |
| RSUs (2023 grant) | 892 | $41,291 | Vest ratably 2/16/2025–2026 |
| RSUs (2022 grant) | 429 | $19,858 | Vest ratably; last tranche 2/16/2025 |
| PRSUs (2024 grant at max reporting) | 4,530 | $209,694 | Earned based on 2024–2026 performance; payout in 2027 |
| PRSUs (2023 grant at max reporting) | 4,780 | $221,266 | Earned based on 2023–2025 performance; payout in 2026 |
| PRSUs (2022 grant at max reporting) | 4,530 | $209,694 | Earned based on 2022–2024 performance; payout in 2025 |
Potential selling pressure calendar: RSU vesting on Feb 16, 2025/2026/2027 and PRSU share deliveries in April 2025/2026/2027, subject to performance certification and award terms .
Employment Terms
Change-in-Control (CIC) Agreement – David R. Seiler
| Provision | Terms / Amount |
|---|---|
| Agreement date | Nov 14, 2016 |
| Trigger | Double-trigger: CIC plus qualifying termination (involuntary without cause or good reason) within 12 months |
| Cash severance | $1,092,000 (equals 2x base salary payable in installments plus target bonus; structure per NEO CIC policy) |
| Equity acceleration | RSAs/RSUs and PRSUs accelerate or continue vesting per plan terms upon qualifying CIC termination (PRSU vesting assumed at target for estimates) |
| Estimated equity acceleration (12/31/2024) | RSAs/RSUs: $131,047; PRSUs: $213,551 |
| Health benefits | $0 estimated in Seiler’s CIC scenario table |
| Non-compete / non-solicit | One or two years post-termination (per NEO CIC agreements) |
| 280G cutback | Benefits reduced if needed to avoid excess parachute taxes if after-tax value is higher |
Clawback and Insider Trading Policies
- Clawback: 2019 Clawback Policy for misconduct and material restatements; 2023 Recovery Policy compliant with SEC/Nasdaq mandates requires recovery of excess incentive-based pay for restated periods (prior 3 fiscal years) .
- No-hedging/no-pledging: Applies to all Section 16 reporting persons; currently in compliance .
Compensation Structure Analysis
- Mix emphasizes at-risk pay: NEOs (incl. Seiler) targeted with ~40% variable comp; LTI mix ~60% PRSUs and 40% RSUs ties outcomes to multi-year TSR and ROATCE vs peers, aligning with shareholder returns and capital efficiency .
- Year-over-year shifts: Seiler’s base salary rate increased in May 2024 due to expanded responsibilities under succession planning; target bonus remained 40% of base; LTI sizing at 35% of base maintained leverage while reinforcing retention (time-based RSUs) .
- Governance watchpoint: 2024 annual bonus targets for ROAA/efficiency ratio were reduced in October to exclude an expected one-off recovery that did not occur, which modestly increased payout sensitivity; however, plan retained a ROA safeguard and overall payout was 115% of target company-wide .
Performance & Track Record Context
| Metric | Result | Notes |
|---|---|---|
| 5-year cumulative TSR (to 12/31/2024) | 102% | Outperformed peer median (24%), Russell 2000 (43%), and S&P 500 Bank index (45%) |
| 2024 Net Income | $43.4MM | EPS $5.20 up 20.1% y/y |
| 2024 Efficiency Ratio (non-GAAP) | 60.61% | Approaching sub-60% strategic target by 2028 |
| 2024 Pre-tax, Pre-provision Earnings growth | +16% y/y | Record PTPP in 2024 |
| 2024 Tangible Book Value per Share growth | +15% y/y | TBV/share increased, reflecting strong earnings and neutral balance sheet |
PRSUs for 2021–2023 certified at 200% based on 99th percentile TSR and 92nd percentile ROAE versus ~127-bank peer set, supporting a pay-for-performance narrative during Seiler’s leadership tenure as COO/President & COO .
Compensation Committee, Peer Group, Say-on-Pay
- Independent Compensation Committee (Chavarria, Chair; Benson; Lorenz) uses McLagan (Aon) as independent consultant; targets not pegged to a specific percentile but references peer medians and role scope/performance .
- Peer groups updated in 2024 to reflect company growth; relative performance for PRSUs measured against a broader custom bank set (assets $1.75–$7B) .
- Say-on-Pay support: 92% approval at 2024 annual meeting, indicating strong shareholder endorsement of the program .
Investment Implications
- Alignment and leverage: Seiler’s comp is meaningfully performance-linked (PRSUs/ROATCE/TSR) with strict no-pledging and stock ownership requirements, indicating strong alignment and moderate retention risk; sizable unvested PRSUs/RSUs and upcoming CEO role further anchor retention .
- Potential supply overhang windows: RSU vesting (Feb 16 annually) and PRSU payouts (April following performance periods) may create episodic insider selling windows, though policy requires post-vesting holding until guideline compliance and prohibits hedging/pledging .
- Governance quality: Double-trigger CIC, 280G cutback, robust clawback, and high Say-on-Pay support mitigate pay risk; the October 2024 target adjustment should be monitored but appears limited and transparent .
- Execution track record: Multi-year TSR and ROATCE outperformance, improving efficiency, and TBV growth endorse management execution under Seiler’s operating leadership, supportive for the CEO transition slated for May 2026 .