Jason Graham
About Jason Graham
Independent director at First Business Financial Services, Inc. (FBIZ), appointed May 1, 2025, and member of the Audit Committee. Graham is a seasoned financial executive and private investor with deep experience in financial strategy, capital allocation, M&A, and public-company finance leadership; he previously served as CFO at Journal Media Group (NYSE: JMG) and Journal Communications (NYSE: JRN), and held senior finance roles at Brookdale Senior Living (NYSE: BKD) and KPMG LLP . The Board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Journal Media Group (NYSE: JMG) | Senior Vice President, Chief Financial Officer & Treasurer | 2015–2016 | Led finance operations and capital allocation; negotiated company sale |
| Journal Communications (NYSE: JRN) | Senior Vice President of Finance & CFO; Vice President/Corporate Controller | 2014–2015; 2012–2014 | Led finance, IT, treasury, risk; managed multiple M&A transactions |
| Brookdale Senior Living (NYSE: BKD) | VP/Corporate Controller; Senior Director/Director of Financial Reporting | 2006–2012 | Public-company reporting; finance leadership for large operator |
| KPMG LLP | Financial reporting/M&A advisory (various roles) | 1997–2003; 2005–2006 | Advised Fortune 500 on reporting and transactions |
| First Business Bank | Southeast Wisconsin Advisory Board Member | 2019–2025 | Regional market engagement and advisory support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rationality Capital LLC | Founder | Since 2017 | Private investment; financial strategy focus |
| J Graham Consulting LLC | Principal | Since 2017 | Financial strategy and capital allocation consulting |
| Various private organizations (Milwaukee community) | Board member | Ongoing | Service on boards of several private organizations (not named) |
Board Governance
- Independence: Board determined Graham is an independent director under Nasdaq and SEC rules .
- Appointment: Board size increased from 7 to 8; Graham appointed as a Class II director to fill the vacancy effective May 1, 2025 .
- Committee: Audit Committee member (no chair role disclosed) .
- Related parties: No arrangements or related-party transactions under Item 404(a); compensation per the standard non-employee director program disclosed in the 2025 proxy .
Fixed Compensation
Standard non-employee director compensation at FBIZ (structure):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (effective Oct 1, 2024) | $37,500 | Increased from $30,000 |
| Committee retainer (annual, all committees combined) | $4,000 | Replaces $750 per meeting |
| Committee chair retainer (Comp, CG&N, Operational Risk) | $7,500 | Increased from $5,000 |
| Audit Committee chair retainer | $10,000 | Chair premium |
| Board Chair additional cash compensation | $60,250 | Board Chair premium |
Graham is entitled to this standard non-employee director compensation program; no separate arrangements disclosed .
Performance Compensation
Director equity program:
| Component | 2024 Terms | 2025 Terms | Vesting |
|---|---|---|---|
| Annual director equity retainer | $22,500 RSUs; 655 shares at $34.42 (20-day avg prior to May 16, 2024) | $30,000 fully-vested stock | 2024 RSUs vest after one year; 2025 grant delivered fully vested |
Note: Directors must retain 100% of vested shares while serving per Stock Ownership Guidelines .
Other Directorships & Interlocks
- No current public company directorships or interlocks disclosed; private organization board service noted without specifics .
- No compensation committee interlocks at FBIZ; committee members disclosed separately in proxy (context) .
Expertise & Qualifications
- Public-company CFO experience (JMG, JRN) and corporate controller roles (BKD) .
- Financial reporting, capital allocation, IT/treasury/risk oversight, and M&A execution .
- Audit and financial reporting background from KPMG advising Fortune 500 on reporting and transactions .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (common) | 1,600 shares (held via IRA) | Form 3 filed May 9, 2025; event date May 1, 2025 |
| Shares outstanding (reference) | 8,293,928 | As of Feb 18, 2025 record date |
| Ownership as % of outstanding | ~0.019% | Derived from 1,600 / 8,293,928 using figures above |
| Nature of ownership | Direct (IRA) | Form 3 footnote clarifies IRA holding |
Stock Ownership Guidelines (Directors): Value equal to 3x combined annual cash + equity retainers within five years; retain 100% of vested shares while serving . Insider Trading Policy prohibits hedging, margin accounts, and pledging; Section 16 Reporting Persons are in compliance .
Insider Filings & Trades
| Form | Filing Date | Event Date | Security | Amount | Ownership Form | Notes |
|---|---|---|---|---|---|---|
| Form 3 (Initial Statement) | May 9, 2025 | May 1, 2025 | Common Stock | 1,600 | Direct (IRA) | Power of Attorney executed May 7, 2025 |
Governance Assessment
- Positives: Independent director; Audit Committee membership strengthens financial oversight; no related-party transactions; standard director compensation aligned with peer median; robust governance (no-hedging/pledging, clawbacks) and ownership guidelines enhance alignment .
- Watch items: Initial beneficial ownership is modest (~0.019%); he will be subject to 5-year ownership compliance (3x cash+equity retainers) and 100% share retention while serving . No performance-linked director metrics (typical for bank boards); oversight impact will be observed through Audit Committee contributions .