James Hartlieb
About James Hartlieb
James E. Hartlieb is President and CEO of First Business Bank (FBB), the wholly owned bank subsidiary of First Business Financial Services, Inc. (FBIZ). He is 54 years old, has over 30 years of financial services experience, joined FBB in 2009, became President in 2015, and was appointed CEO and a director of FBB in January 2023 after serving as Regional President at AMCORE Bank (1998–2009) . Company performance under the current leadership team delivered strong 2024 results: net income of $43.4 million (EPS $5.20, up 20.1% YoY), efficiency ratio 60.61%, and tangible book value per share up 15% YoY; the Bank’s five‑year cumulative TSR was 102% versus 24% for the peer median .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Business Bank | CEO and Director | Jan 2023–present | Executive leadership of bank; execution of strategic plan |
| First Business Bank | President | 2015–2022 | Growth across loan and deposit franchise; operational execution |
| First Business Bank | SVP, Greater Dane County | 2009–2015 | Market leadership in South Central Wisconsin |
| AMCORE Bank (Madison, WI) | Regional President | 1998–2009 | P&L leadership; commercial banking growth |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FBSF subsidiary (First Business Specialty Finance, LLC) | Director | Current | Internal subsidiary directorship |
| — | — | — | No other public company directorships disclosed |
Fixed Compensation
| Metric (2024) | Amount |
|---|---|
| Base Salary | $300,000 |
| Target Bonus (% of base) | 30.00% |
| Actual Bonus (% of base) | 34.43% |
| Actual Bonus ($) | $103,303 |
| All Other Compensation (total) | $43,270 |
| 401(k) match | $10,350 |
| Profit sharing (401k discretionary) | $14,973 |
| Auto use/reimbursement | $4,200 |
| Country club membership | $13,747 |
Performance Compensation
Annual Bonus – Plan structure and 2024 outcomes (Company-level metrics; applies 100% to NEOs)
| Metric | Weighting | Threshold | Target | Superior | Actual | Performance % of Target |
|---|---|---|---|---|---|---|
| Operating Revenue | 33.33% | $148.72M | $156.60M | $164.48M | $153.46M | 98.00% |
| Efficiency Ratio | 33.33% | 63.15% | 61.09% | 59.04% | 60.61% | 100.79% |
| ROAA | 33.33% | 0.96% | 1.12% | 1.28% | 1.20% | 106.78% |
| Metric | Hartlieb 2024 Target (% base) | Hartlieb Max (% base) | Hartlieb Actual (% base) | Hartlieb Bonus ($) |
|---|---|---|---|---|
| Annual Bonus | 30.00% | 60.00% | 34.43% | $103,303 |
Notes:
- Bonus plan uses straight-line interpolation and includes a safeguard requiring ≥50% of ROAA threshold for any payout .
- 2024 targets were adjusted in Oct-2024 to exclude an expected single-loan recovery that was delayed beyond year-end .
Long-Term Incentives (LTI) – 2024 Grants and Mechanics
| Grant Type | Grant Date | Target Units | Grant Date Fair Value ($) | Vesting / Measurement | Performance Metrics |
|---|---|---|---|---|---|
| PRSU | 2/16/2024 | 1,485 | $63,698 | 3-year performance period 2024–2026; cliff vest post certification in 2027 | Relative TSR (50%) and ROATCE (50%); 50% payout at 25th percentile, 100% at 50th, 200% at ≥75th |
| RSU | 2/16/2024 | 990 | $35,699 | Ratable over 3 years; vesting on Feb 16 of 2025, 2026, 2027 | Time-based; dividend equivalents only if vest |
Program features:
- Executive grants weighted ~60% PRSUs and ~40% RSUs; dividend equivalents paid only upon vesting for awards granted Jan-2023 onward .
- The 2021–2023 PRSU cycle vested at 200% based on 99th percentile TSR and 92nd percentile ROAE; Hartlieb was not an executive officer at grant and did not receive those shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 26,446 FBIZ shares; less than 1% of outstanding |
| Restricted shares included in beneficial total | 273 restricted shares with voting power, no investment power |
| Outstanding Unvested RSUs at 12/31/2024 | 990 (2024 grant) – $45,827 market value; 654 (2023 grant) – $30,274; 330 (2022 grant) – $15,276; 692 (2021 grant) – $32,033; 273 (11/16/2021 grant) – $12,637 |
| Outstanding Unvested PRSUs at 12/31/2024 | 2,970 (2024 grant, at max) – $137,481; 2,730 (2023 grant, at max) – $126,372; 2,710 (2022 grant, at max) – $125,446 |
| Stock Ownership Guidelines | NEOs: minimum 1x base salary; must hold ≥50% of vested shares for 12 months post-issuance until guideline met; all NEOs currently in compliance |
| Hedging/Pledging | Prohibited for Section 16 Reporting Persons; all in compliance |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (CIC) Agreement | Hartlieb’s CIC agreement dated July 28, 2022; double‑trigger severance if terminated without cause or for good reason (mandatory relocation >100 miles or material reduction in salary/duties) within 12 months of CIC |
| Severance (CIC) | Cash severance $390,000; continuation of health benefits $26,958; accelerated vesting RSAs/RSUs $136,046; PRSUs $127,760; total potential $680,765 (assumes PRSUs vest at target) |
| Non‑compete / Non‑solicit | Prohibited for 1–2 years post-termination under CIC agreements |
| Equity Vesting – CIC/Death/Disability | RSAs/RSUs and PRSUs have accelerated or continued vesting depending on grant year and termination type; RSUs/PRSUs granted 2022+ vest upon termination without cause within 12–24 months post‑CIC; prorated vesting upon death/disability for 2023+ grants |
| Clawback and Recovery Policies | 2019 Clawback Policy for material restatements and improper conduct; 2023 Recovery Policy conforming to SEC/Nasdaq requiring recovery of excess incentive compensation upon material restatements (prior 3 fiscal years) |
| Insider Trading Policy | No hedging, no margin accounts, no pledging; Rule 10b5‑1 principles applied |
Performance & Track Record
| Metric / Highlight | Data |
|---|---|
| 2024 Net Income | $43.4 million; EPS $5.20 (+20.1% YoY) |
| 2024 Efficiency Ratio | 60.61% (near strategic plan target <60% by 2028) |
| Loan and deposit growth | Average loans +10.4% YoY; net interest income +12.2% YoY; core deposits +13% YoY (2024 vs 4Q23) |
| Tangible Book Value per Share | +15% YoY in 2024 |
| Five‑Year TSR | 102% cumulative vs peer median 24% over 5 years ended 12/31/2024 |
Compensation Structure Analysis
- Pay‑for‑performance features: Annual bonus tied to Operating Revenue, ROAA, and Efficiency Ratio; LTI weighted to performance PRSUs on relative TSR and ROATCE, promoting long‑term value creation and peer‑relative accountability .
- Governance and shareholder feedback: Say‑on‑pay approvals of 92% in 2024 and 94% in 2023 indicate strong investor support for compensation design .
- Risk controls: Double‑trigger CIC vesting/severance, robust clawback and SEC/Nasdaq recovery policies, and no‑hedging/pledging provisions reduce misalignment and excessive risk‑taking incentives .
Investment Implications
- Alignment and retention: Significant unvested PRSUs across 2022–2024 cycles, RSU tranches through 2027, and ownership guidelines requiring post‑vesting holding indicate strong retention hooks and reduced near‑term selling pressure from Hartlieb .
- Performance linkage: Annual bonus and PRSU metrics directly link pay to revenue growth, profitability (ROAA/ROATCE), efficiency, and peer‑relative TSR—supporting pay‑for‑performance and signaling continued focus on scalable, efficient growth .
- Change‑of‑control economics: Hartlieb’s CIC severance is moderate and double‑triggered; equity acceleration terms are structured to avoid single‑trigger windfalls, limiting M&A‑driven misalignment while protecting retention during transitions .
- Trading signals: Upcoming PRSU certification and share issuance for the 2022–2024 cycle in April 2025 may create minor supply from gross share delivery, but post‑vesting holding requirements should dampen sale‑related overhang .