Business Context and Reporting Period
This Form 8-K Current Report was filed by Byline Bancorp, Inc. on April 30, 2018. The filing addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors increased its size from seven (7) to eight (8) members.
- New Appointment: William G. Kistner was appointed as a director, effective immediately. He was also appointed to the Board of Directors of the subsidiary, Byline Bank.
- Committee Assignments: Mr. Kistner was assigned to the Audit and Compensation Committees.
Management Commentary and Compensation
Management highlighted Mr. Kistner's extensive background in audit and tax matters, including 31 years at Ernst & Young and a recent role as Vice President, Chief Audit Executive at Northwestern Memorial HealthCare. He holds a CPA and advanced degrees in accounting and finance.
Compensation Arrangements:
- Mr. Kistner is entitled to a prorated portion of the 2018 annual director retainer of $75,000.
- He is entitled to a prorated portion of the $5,000 annual retainer for Audit Committee members.
- He will receive reimbursement for reasonable and substantiated out-of-pocket expenses.
The filing states there are no reportable related party transactions or family relationships between Mr. Kistner and other directors or officers.
Investor Verification Checklist
- Verify the effective date of Mr. Kistner's appointment (April 30, 2018).
- Confirm the total number of directors on the Board (now 8).
- Review the specific compensation terms for non-employee directors to understand the prorated calculation for partial-year service.
- Check for any subsequent filings regarding Mr. Kistner's committee assignments or additional roles.