Laurie Benson
About Laurie S. Benson
Laurie S. Benson (age 71) is an independent director of First Business Financial Services, Inc. (FBIZ) and currently chairs the Corporate Governance & Nominating Committee while serving on the Compensation Committee. She has been an FBIZ board member since 2018 and on the bank subsidiary board since 2009. Benson holds a BS in Nursing from the University of Wisconsin–Madison and is CEO of LSB Unlimited; she is Executive Director Emeritus of the Nurses on Boards Coalition and became an ICEO Senior Advisor at LHH in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inacom Information Services | Co-Founder & CEO | 1984–2009 | Grew IT systems integrator to 150+ employees, 3 offices; technology/information security expertise |
| Nurses on Boards Coalition | Executive Director | 2016–2024 | Governance/human capital focus; health sector stakeholder engagement |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| LSB Unlimited, LLC | CEO | 2009–Present | CEO-level strategy, governance, HR/compensation advisory |
| Nurses on Boards Coalition | Executive Director Emeritus | 2025 | Former Executive Director (2016–2024) |
| LHH, International Center for Executive Options (ICEO) | Senior Advisor | 2025 | C-suite advisory |
| Other private organizations | Director | N/A | Serves on boards of private organizations |
Board Governance
- Independence: The board has determined all directors except the CEO are independent. Benson is independent and chairs a key committee .
- Attendance and engagement: The board met seven times in 2024; each director attended at least 75% of board and committee meetings, and all seven directors attended the 2024 annual meeting .
- Board leadership: Independent Board Chair (Jerry L. Kilcoyne); CEO and Chair roles are separated .
Committee assignments (2024)
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Corporate Governance & Nominating | Benson; Chavarria; Olszewski | Benson | 5 |
| Compensation | Chavarria; Benson; Lorenz | Chavarria | 5 |
| Audit | Kauten; Kilcoyne; Lorenz | Kauten | 5 |
| Operational Risk | Olszewski; Kauten; Lorenz | Olszewski | 4 |
Additional governance process indicators:
- Annual peer/self-evaluation with one-on-one Chair reviews; structured director education (AI, AML/CFT, regulatory compliance, investor research, wealth management) .
Fixed Compensation
Director program changes effective Oct 1, 2024; cash is paid quarterly.
| Component | 2024 Amount/Change | Notes |
|---|---|---|
| Annual Board retainer (non-employee) | Increased to $37,500 | From $30,000 |
| Committee retainer (consolidated) | $4,000 | Replaces $750/meeting |
| Committee Chair retainers | $7,500 (Comp, CG&N, Operational Risk); $10,000 (Audit) | Increased from $5,000 (Audit Chair $10k unchanged level) |
| Board Chair additional cash | $60,250 | For Board Chair only |
Individual 2024 director compensation – Benson
| Category | Amount |
|---|---|
| Fees earned/paid in cash | $47,000 |
| Stock unit awards | $22,500 (655 RSUs at $34.42 20-day avg) |
| Total | $69,500 |
Notes: Compensation benchmarking conducted by independent consultant (McLagan/Aon) to align around peer median and increase equity alignment .
Performance Compensation
Annual director equity retainer and vesting framework.
| Grant/Change | Instrument | Grant Date | Shares/Value | Vesting |
|---|---|---|---|---|
| 2024 Annual equity retainer | RSUs | May 16, 2024 | 655 units (grant-date value $22,500 at $34.42) | 1-year cliff |
| 2025 Program change | Fully-vested stock | 2025 | $30,000 annual equity retainer | Fully-vested at grant |
Program implications:
- Shift from RSUs (1-year vest) to fully-vested stock in 2025 increases immediate alignment/liquidity; modestly reduces near-term retention effect while raising total equity retainer from $22.5k to $30k .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Benson; “other boards of private organizations” noted .
- Compensation Committee interlocks: None for the committee (which includes Benson) .
Expertise & Qualifications
- Technology/information security (founded and led an IT systems integrator) .
- Governance, strategy, and human resources/compensation expertise; C-suite advisor .
- Entrepreneurial scaling and strategic planning track record (startup to 150+ employees) .
- Skills matrix shows Benson marked for Governance/Other Public Company Board Service, Financial Reporting/Controls, HR/Compensation, Enterprise Risk Mgmt, Strategic Planning, Entrepreneurship, and Technology/Info Security; 6 years on board as of matrix table (company-provided snapshot) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 6,696 shares (includes 4,426 shares via a sole IRA) |
| Ownership as % of shares outstanding | <1% (“*” in proxy table) |
| Stock ownership guidelines (directors) | Required to hold shares equal to 3x annual cash + equity retainers within 5 years; must retain 100% of all vested shares while serving; all directors in compliance |
| Hedging/pledging policy | Hedging and pledging prohibited for Section 16 reporting persons (includes directors) |
Insider Trades
| Date | Type | Shares/Units | Price/Value | Source |
|---|---|---|---|---|
| May 16, 2024 | RSU award (annual retainer) | 655 units | $22,500 grant-date value ($34.42 20-day avg) | |
| May 16, 2025 | Acquisition (A) – director equity retainer | 620 shares | Not disclosed in proxy | , |
Note: Additional Form 4 archive for 2024 insider filing is available on SEC EDGAR .
Governance Assessment
-
Strengths
- Independent director chairing Corporate Governance & Nominating; member of Compensation Committee—positions central to board effectiveness, succession planning, ESG oversight, and pay governance .
- Verified independence; separate independent Board Chair structure; robust board evaluation and continuing education; strong attendance culture (≥75% for all directors; 100% attendance at annual meeting) .
- Director compensation aligned with peers; increased equity retainer and clear ownership guidelines; hedging/pledging prohibited—supporting alignment and risk control .
- No SEC enforcement/legal proceedings disclosed for directors; no compensation committee interlocks .
-
Watch items / potential red flags
- Shift to fully-vested stock (from 1-year vest RSUs) in 2025 improves alignment but slightly reduces explicit retention mechanics; monitor overall director equity holding behavior post-vesting .
- Related party banking relationships exist in ordinary course for directors and executives under Regulation O; no Benson-specific related-party transactions disclosed (monitor recurring related party notes) .
-
Shareholder sentiment
- 2024 say-on-pay approval at 92% indicates strong investor support of compensation governance broadly (for executives; committee oversight relevant) .
Director Compensation Details (2024) — Benson
| Metric | Amount |
|---|---|
| Annual cash paid (board + committee + chair fees) | $47,000 |
| Equity grant (RSUs) | $22,500 (655 units) |
| Mix (cash/equity) | Approx. 68% cash / 32% equity (based on values above) |
Related Party & Conflicts
- Policy and oversight: Audit Committee reviews related party transactions; insider loans (to executives/directors or their entities) are stated as ordinary course, market terms, within Reg O requirements; board-approved as insider loans. No Benson-specific related-party transaction disclosed .
Board Governance Snapshot (Reference)
| Attribute | Status |
|---|---|
| Independence | Independent |
| Committees | Chair: Corporate Governance & Nominating; Member: Compensation |
| Attendance | ≥75% of board/committee meetings in 2024; attended 2024 annual meeting |
| Years of service (FBIZ board) | Since 2018 |
| ESG/succession oversight | Through Corporate Governance & Nominating Committee (delegated by Board) |