Bank First Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Bank First Corporation on April 15, 2022, reporting events that occurred on April 12, 2022. The Company is incorporated in Wisconsin and its common stock trades on The NASDAQ Stock Market LLC under the symbol "BFC".
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on executive compensation arrangements.
Material Changes
On April 12, 2022, the Company entered into change in control agreements with its Chief Executive Officer, Michael B. Molepske, and its Chief Financial Officer, Kevin M. LeMahieu. These agreements establish specific severance and vesting terms triggered by a change in control followed by termination without "cause" or resignation for "good reason" within one year.
Guidance, Outlook, and Management Commentary
The filing details the following compensatory arrangements for the named executives:
- Severance Payment: A lump sum equal to 3x base salary for Mr. Molepske and 2x base salary for Mr. LeMahieu.
- Bonus Payment: A lump sum equal to the average bonus received over the previous three years.
- Health Insurance: Reimbursement of premiums for three years for Mr. Molepske and two years for Mr. LeMahieu.
- Stock Awards: All outstanding, unvested stock awards will become fully vested upon a change in control.
The full text of the agreements will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the period ending June 30, 2022.
Investor Verification Checklist
- Verify the specific definitions of "change in control," "cause," and "good reason" in the full agreement text to be filed in the upcoming 10-Q.
- Confirm the current base salary and average bonus history for Mr. Molepske and Mr. LeMahieu to estimate potential liability.
- Review the Company's existing equity award plans to understand the value of unvested stock awards that would accelerate.