Business Context and Reporting Period
This Form 8-K Current Report was filed by First Business Financial Services, Inc. on April 15, 2026. The filing primarily addresses a significant change in executive leadership and the associated employment terms.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation.
Material Changes
- Executive Appointment: The Board of Directors appointed David R. Seiler as President and Chief Executive Officer (CEO), effective May 3, 2026.
- Board Membership: Mr. Seiler was simultaneously appointed to the Board of Directors as a Class III Director, effective May 3, 2026, serving until the 2028 Annual Meeting.
- Succession: Mr. Seiler succeeds Corey A. Chambas, whose retirement was announced in May 2025.
- Background: Mr. Seiler has served as President and Chief Operating Officer since January 2023 and previously as Chief Operating Officer from 2016 to 2023.
Employment Agreement and Compensation
An Employment Agreement was entered into on April 15, 2026, with the following key terms:
- Term: Initial five-year term starting May 3, 2026, with automatic one-year renewals unless notice is given.
- Base Salary: Not less than $600,000 annually, subject to Board discretion for increases.
- Equity Grant: A grant of restricted stock units (RSUs) with a target value of $215,000, vesting over five years (15% annually for the first four years, 40% in the fifth year).
- Severance Provisions:
- Termination without Cause or Resignation for Good Reason: Entitles Mr. Seiler to accrued salary, earned incentives, a severance payment equal to two times his base salary (paid over 24 months), a prorated annual incentive, and up to 18 months of health coverage.
- Termination for Cause or Resignation without Good Reason: Limited to accrued salary, expense reimbursements, and rights under outstanding equity awards.
Investor Verification Checklist
- Verify the effective date of the CEO transition (May 3, 2026) and any interim arrangements.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason."
- Confirm the vesting schedule and performance conditions attached to the $215,000 RSU grant.
- Assess the impact of the leadership change on the company's strategic direction, given Mr. Seiler's long tenure as COO.