Jerry Kilcoyne
About Jerry L. Kilcoyne
Independent Board Chair of First Business Financial Services, Inc. (FBIZ), age 65, serving on the Board since 2011 and as Board Chair since 2018. Background includes >35 years as a finance-focused operating executive and investor; Managing Partner at Pinnacle Enterprises, LLC (since 1997) and former President of Northbrook Rail Corporation (1989–1996). Education: AA in Accounting, Madison Area Technical College. Core credentials: financial reporting/controls, strategic planning, M&A, financial services industry exposure, and entrepreneurial ownership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Enterprises, LLC | Managing Partner | 1997–present | Private equity ownership and sale of businesses in transportation, manufacturing, distribution; oversight of strategy and finance |
| Northbrook Rail Corporation | President | 1989–1996 | Led M&A operations within Northbrook Corporation; full financial management responsibility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alterra Bank | Director | 2016–2017 | Served until charter consolidation with First Business Bank in 2017 |
| First Business Equipment Finance, LLC (FBB subsidiary) | Director | 2006–2017 | Entity merged into First Business Specialty Finance, LLC in 2021 |
| First Business Capital Corp. (FBB subsidiary) | Director | 2006–2013 | Entity merged into First Business Specialty Finance, LLC in 2021 |
Board Governance
- Independence: FBIZ reports all directors are independent except the CEO; Kilcoyne is independent and serves as non-executive Board Chair. Roles of Chair and CEO are separated to strengthen oversight and avoid conflicts .
- Committees: Member of the Audit Committee; Audit Committee met 5 times in 2024 and is fully independent under Nasdaq and SEC Rule 10A-3 .
- Attendance/Engagement: Board held 7 meetings in 2024; all directors attended at least 75% of Board/committee meetings and all seven directors attended the 2024 annual meeting .
| Committee | Kilcoyne Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit Committee | Member | 5 | Committee fully independent; 10A-3 compliant |
- Board leadership structure: Independent Chair; stated benefits include balance of power, governance focus by Chair, and management focus by CEO .
- Delinquent Section 16: Company notes one late Form 4 by CEO; otherwise compliant—no issues disclosed for Kilcoyne .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Board cash retainer (non-employee directors) | $37,500 | Increased effective Oct 1, 2024 (from $30,000) |
| Committee cash retainer (rolled-up) | $4,000 | Replaces per-meeting fees (previously $750/meeting), effective Oct 1, 2024 |
| Chair retainers (committee chairs) | $7,500 | Audit Chair $10,000; effective Oct 1, 2024 |
| Board Chair additional cash compensation (Kilcoyne) | $60,250 | Paid in 2024 |
| Kilcoyne fees earned/paid in cash (total) | $94,250 | 2024 total cash compensation |
Director stock ownership guideline: Non-employee directors must hold shares equal to 3x the combined annual cash + equity retainers within five years and retain 100% of all vested shares while serving; all directors are in compliance .
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual equity retainer (RSUs for non-employee directors) | May 16, 2024 | 655 units | $22,500 (based on $34.42 20-day average) | 1-year vesting |
| Annual equity retainer (non-employee directors) | 2025 | N/A | $30,000 | Issued as fully-vested stock beginning 2025 |
No director-level performance metrics attach to Kilcoyne’s equity; director equity is retainer-based (RSUs in 2024; fully-vested stock in 2025) . For context on FBIZ’s pay-for-performance design at the executive level, companywide bonus metrics in 2024 were operating revenue, ROAA, and efficiency ratio; the annual Bonus Plan paid at 115% of target and PRSUs vest on 3-year relative TSR and ROATCE vs a custom bank peer group .
2024 Executive Bonus Metrics (Company-Level; for alignment assessment)
| Measure | Weighting | Threshold | Target | Superior | Actual | Perf. % of Target |
|---|---|---|---|---|---|---|
| Operating Revenue | 33.33% | $148,720,000 | $156,600,000 | $164,480,000 | $153,464,457 | 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% |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| None disclosed beyond FBIZ and its bank/subsidiaries | — | — | No public company directorships disclosed for Kilcoyne outside FBIZ’s entities |
Compensation Committee interlocks: None reported; no officer/former officer participation on Compensation Committee .
Expertise & Qualifications
- Financial Services industry exposure; financial reporting, accounting, and financial controls; strategic planning; M&A; entrepreneurial ownership .
- Board skill matrix identifies Kilcoyne’s top-five strengths including Financial Services, Financial Reporting/Controls, Strategic Planning, M&A, and Entrepreneurial experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Jerry L. Kilcoyne | 64,706 | <1% | Includes 11,800 shares via sole IRA and 50,636 shares in a joint trust with spouse |
| Shares Outstanding (record date Feb 18, 2025) | 8,293,928 | — | One vote per share; basis for % ownership |
- Hedging/pledging policy: Section 16 reporting persons are prohibited from hedging, holding stock in margin accounts, or pledging FBIZ stock; company reports all such insiders are in compliance .
Governance Assessment
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Strengths
- Independent, experienced Board Chair with finance/M&A credentials and long familiarity with FBIZ’s commercial banking model; separation of Chair/CEO roles enhances oversight and reduces conflict risk .
- Audit Committee membership supports “tone at the top” and internal control oversight; Audit Committee independent and includes a designated financial expert .
- Director compensation structure updated in 2024 using independent consultant benchmarking; mix of modest cash plus equity retainer aligns director interests with shareholders; ownership guidelines enforced and met .
- Board meeting attendance and annual meeting participation indicate active engagement; all directors met attendance thresholds in 2024 .
- Say-on-pay support of 92% in 2024 suggests positive shareholder sentiment toward compensation governance broadly .
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Watch items
- Long tenure (13 years) can pose independence-perception risks; FBIZ addresses this via succession planning and a mixed-tenure board strategy to balance continuity with fresh perspectives .
- Related-party loans to directors/executives occur in the ordinary course at market terms under Regulation O oversight; no specific unfavorable features disclosed, and no director-specific exceptions noted for Kilcoyne in 2024 .
- Director equity in 2025 shifts to fully-vested stock (vs. RSUs) which improves liquidity but removes vesting retention; however, strict ownership holding requirements mitigate short-termism risk .
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Performance backdrop
- Over five years ended Dec 31, 2024, FBIZ delivered cumulative TSR of 102% vs peer median 24%, Russell 2000 43%, and S&P 500 Bank index 45%, supporting board effectiveness and execution under the strategic plan .
Overall, Kilcoyne’s profile shows strong board leadership, financial discipline, and audit oversight with solid shareholder-alignment mechanisms (equity retainers, ownership guidelines, no-pledging). No material conflicts or attendance issues disclosed for 2024; governance practices appear robust and shareholder-friendly .