Business Context and Reporting Period
This Form 8-K Current Report was filed by First Business Financial Services, Inc. (FBIZ) on April 3, 2023, covering events occurring on April 1, 2023. The filing addresses significant changes in executive leadership and related compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and contractual agreements.
Material Changes
- Appointment of CFO: Brian D. Spielmann was appointed Chief Financial Officer, Principal Financial Officer, and Treasurer, effective April 1, 2023. He previously served as Chief Accounting Officer since July 2020.
- Departure of CFO: Edward G. Sloane, Jr. ceased serving as Chief Financial Officer, Principal Financial Officer, and Treasurer effective April 1, 2023.
- Appointment of CAO: Kevin D. Crampton was appointed Chief Accounting Officer and Principal Accounting Officer, effective April 1, 2023.
Compensation, Agreements, and Outlook
New CFO Compensation (Brian D. Spielmann):
- Base Salary: $275,000.
- Annual Bonus Plan: Targeted payout range of 35%.
- Benefits: Eligible for the 401(k) Plan and the 2019 Equity Incentive Plan.
- Change in Control Agreement: Entered into effective April 1, 2023 (Exhibit 10.1).
Outgoing CFO Consulting Agreement (Edward G. Sloane, Jr.):
- Role: Business development and client support for the Bank Consulting business line.
- Term: April 1, 2023, to March 31, 2024 (subject to extension).
- Compensation: $6,250 per month plus reimbursement of certain out-of-pocket expenses.
- Agreement Details: Includes customary indemnification, confidentiality, and non-disparagement provisions (Exhibit 10.2).
Management Commentary: The filing states there are no currently proposed transactions involving the new appointees that would require disclosure under Item 404(a) of Regulation S-K, and neither appointee is related to any Board member or executive officer.
Investor Verification Checklist
- Verify the terms of the Change in Control Agreement for Brian D. Spielmann (Exhibit 10.1).
- Review the Consulting Agreement with Edward G. Sloane, Jr. to understand potential conflicts of interest or ongoing financial obligations (Exhibit 10.2).
- Confirm the transition timeline for the Chief Accounting Officer role filled by Kevin D. Crampton.
- Check subsequent filings for any impact of these leadership changes on the company's strategic direction or financial reporting.