Business Context and Reporting Period
This Form 8-K Current Report was filed by Byline Bancorp, Inc. on April 13, 2021. The filing discloses the designation of Mr. Thomas Abraham as a Named Executive Officer (NEO) for the Company's 2021 annual meeting proxy statement and summarizes the terms of his employment agreement entered into on December 16, 2019.
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 executive compensation arrangements.
Material Changes and Executive Compensation
The primary material event is the formal disclosure of the employment terms for Mr. Thomas Abraham, President of Byline Bank's Small Business Capital (SBC) line of business. Key compensation details include:
- Base Salary: $400,000 annually, subject to Board adjustment.
- Term: Initial three-year term with automatic one-year extensions unless terminated with 120 days' notice.
- Annual Cash Bonus: Target of 30% of base salary ($120,000) under the Executive Incentive Plan, based on performance objectives.
- Long-Term Incentives: Eligibility for annual awards under the 2017 Omnibus Incentive Compensation Plan.
- Restricted Stock Award: A one-time grant of $150,000 in common stock, vesting one-third annually over three years.
Severance and Change in Control Provisions
The agreement outlines specific severance benefits contingent on the reason for termination:
- Termination without Cause / Resignation for Good Reason (Standard): Entitlement to accrued amounts, unpaid incentive plan amounts, a pro rata bonus, and a cash severance equal to base salary plus COBRA costs, paid over 12 months.
- Termination without Cause / Resignation for Good Reason (Post-Change in Control): Entitlement to accrued amounts, unpaid incentive plan amounts, a pro rata bonus, and a lump-sum cash payment equal to base salary plus the higher of the two preceding years' earned bonuses, plus COBRA costs.
- Termination for Cause / Resignation without Good Reason: Entitlement limited to accrued amounts only.
- Death or Disability: Entitlement to accrued amounts, unpaid incentive plan amounts, and a pro rata bonus.
The agreement also includes standard confidentiality, non-solicitation (12 months post-termination), and non-disparagement provisions.
Investor Verification Checklist
- Verify the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm the vesting schedule and performance conditions for the $150,000 restricted stock award.
- Review the Company's 2021 Proxy Statement for the full list of Named Executive Officers and total compensation disclosures.
- Check subsequent filings for any amendments to the employment agreement or changes in Mr. Abraham's role.