bfin20220706_def14a.htm

DEF 14A 1 bfin20220706_def14a.htm FORM DEF 14A bfin20220706_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

BANKFINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box)

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 12, 2023

Dear Fellow Stockholder:

On behalf of the Board of Directors of BankFinancial Corporation (the “Company”), I cordially invite you to attend our 2023 Annual Meeting of Stockholders. The meeting will be held at the Chicago Marriott Southwest at Burr Ridge, 1200 Burr Ridge Pkwy., Burr Ridge, Illinois, on Thursday, May 25, 2023, at 11:00 A.M., Chicago, Illinois Time.

At the Annual Meeting, our stockholders will vote on the election of two directors, the ratification of the engagement of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, an advisory, non-binding resolution to approve our executive compensation and an advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation.

The Board of Directors, acting on the recommendations of the Corporate Governance and Nominating Committee, has nominated incumbents F. Morgan Gasior and Debra R. Zukonik to serve as directors of the Company for three-year terms.

The Board of Directors recommends that you vote your shares as follows: FOR the election of our two director nominees; FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2023; FOR the approval on an advisory, non-binding basis of our executive compensation; and for “1 Year” as the frequency of future advisory, non-binding votes on executive compensation.

We are using the “Notice and Access” method of providing proxy materials to you via the Internet in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about April 12, 2023, we will mail to our stockholders a Stockholder Meeting Notice (the “Meeting Notice”) containing instructions on how to access our Proxy Statement and 2022 Annual Report, and how to vote your shares. The Meeting Notice will also contain instructions on how you may receive, if you wish, a paper copy of your proxy materials.

By voting your shares promptly, you will help us reduce the time and expense of soliciting proxies, and you will also ensure that your shares are represented at the Annual Meeting.

Thank you in advance for your attention to this important matter. We are most appreciative of your continued interest and support as stockholders of the Company and as valued customers of BankFinancial, NA.

Very truly yours,

F. Morgan Gasior

Chairman and Chief Executive Officer

BANKFINANCIAL CORPORATION

60 North Frontage Road

Burr Ridge, Illinois 60527

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, May 25, 2023

To the Stockholders of BankFinancial Corporation:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of BankFinancial Corporation will be held at the Chicago Marriott Southwest at Burr Ridge, 1200 Burr Ridge Pkwy., Burr Ridge, Illinois, on Thursday, May 25, 2023, at 11:00 A.M., Chicago, Illinois Time, and any adjournments or postponements thereof.

The purpose of the Annual Meeting is to consider and act upon the following, as described more fully in the Company’s Proxy Statement:

	1.	To elect two directors for a three-year term and until their successors are duly elected and qualify;

	2.	To ratify the engagement of RSM US LLP as the independent registered public accounting firm of BankFinancial Corporation for the year ending December 31, 2023;

	3.	To consider an advisory, non-binding resolution to approve our executive compensation;

	4.	To consider an advisory, non-binding proposal with respect to the frequency of future advisory, non-binding votes on executive compensation; and

	5.	To transact such other business as may properly come before the Annual Meeting, or any adjournments or postponements thereof; the Board of Directors and management are not aware of any such other business.

The Board of Directors has fixed the close of business on March 31, 2023, as the voting record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. Only those stockholders of record as of the close of business on that date will be entitled to vote at the Annual Meeting or any such adjournments or postponements. In the event that there are not sufficient votes to establish a quorum or to approve the foregoing proposals at the Annual Meeting, the meeting may be adjourned or postponed in order to permit the further solicitation of proxies. Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on the date or dates to which the Annual Meeting may be adjourned or postponed.

	By Order of the Board of Directors

	James J. Brennan
	Secretary

Burr Ridge, Illinois

April 12, 2023

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting

Our Proxy Statement for the 2023 Annual Meeting, the accompanying form of proxy and our 2022 Annual Report are available online at www.envisionreports.com/BFIN.

2023 PROXY STATEMENT

TABLE OF CONTENTS

THE COMPANY	1
VOTING AND RELATED MATTERS	1
ELECTION OF DIRECTORS; INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS	5
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	9
CODE OF ETHICS	10
BOARD LEADERSHIP STRUCTURE AND BOARD’S ROLE IN RISK OVERSIGHT	10
BOARD COMMITTEE REPORTS, POLICIES AND PROCEDURES	11
AUDIT COMMITTEE REPORT	12
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	12
NARRATIVE DISCUSSION OF EXECUTIVE COMPENSATION	13
Introduction	13
Role of the Human Resources Committee of the Board of Directors	13
Compensation Philosophy and Objectives	14
Compensation Committee Interlocks and Insider Participation	14
Compensation Consultant Independence	14
Compensation Principles and Factors	15
Components of Executive Compensation	16
Conclusions for Year Ended December 31, 2022	17
Reasonableness of Compensation	18
Tax and Accounting Treatment	19
EXECUTIVE COMPENSATION	19
Summary Compensation Table	19
Pay Versus Performance	20
Potential Payments upon Termination or Change of Control	21
Compensation of Directors	23
ADVISORY VOTES ON EXECUTIVE COMPENSATION	24
ETHICS AND BUSINESS CONDUCT MATTERS	25
INFORMATION SECURITY MATTERS	26
ENVIRONMENTAL MATTERS	26
SOCIAL AND COMMUNITY MATTERS	27
COMMUNICATIONS WITH THE BOARD OF DIRECTORS	27
TRANSACTIONS WITH CERTAIN RELATED PERSONS	27
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING	28
STOCKHOLDER PROPOSALS	29
NOTICE OF A SOLICITATION OF PROXIES IN SUPPORT OF DIRECTOR NOMINEES OTHER THAN THE COMPANY’S NOMINEES	29
OTHER MATTERS	29

	1.	Internet: You may access the proxy materials on the Internet at www.envisionreports.com/BFIN and follow the instructions on the proxy card or on the Meeting Notice.

	2.	Telephone: You may call, toll-free, 1-800-652-VOTE (8683) and follow the instructions provided by the recorded message.

	3.	Mail: If you received your proxy materials by mail, you may vote by signing, dating and mailing the enclosed proxy card in the postage paid envelope provided.

	•	“FOR” the two director nominees named in this Proxy Statement;

	•	“FOR” the ratification of the engagement of RSM US LLP;

	•	“FOR” the approval of the advisory, non-binding resolution to approve our executive compensation; and

	•	“FOR” “1 Year” as the frequency of future advisory, non-binding votes on executive compensation.

	•	following the instructions for telephone or Internet voting appearing on your proxy card;
	•	signing another proxy card with a later date and returning the new proxy card by mail to our stock transfer agent and registrar, Computershare Trust Company, N.A., or by sending it to us to the attention of the Secretary of the Company, provided that the new proxy card is actually received by the Secretary before the polls close at the Annual Meeting;
	•	sending notice addressed to the attention of the Secretary of the Company that you are revoking your proxy, provided that the notice is actually received by the Secretary before the polls close at the Annual Meeting; or
	•	voting in person at the Annual Meeting in accordance with the established voting rules and procedures.

	1.	Call the toll-free telephone number 1-866-641-4276 and follow the instructions provided, or

	2.	Access the website at www.envisionreports.com/BFIN and follow the instructions provided, or

	3.	Send an email to investorvote@computershare.com with “Proxy Materials BankFinancial Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on your Meeting Notice, and state in the email that you want a paper copy of current meeting materials.

	•	is present and votes in person at the Annual Meeting; or
	•	has properly submitted a signed proxy form or other proxy (including a broker non-vote).

		Director	Term of Class
Name	Position(s) Held in the Company	Since ⁽¹⁾	to Expire
NOMINEES
F. Morgan Gasior	Chairman of the Board, Chief Executive Officer and President	1983	2026
Debra R. Zukonik	Director	2020	2026
CONTINUING DIRECTORS
Cassandra J. Francis	Director	2006	2024
Terry R. Wells	Director	1994	2024
John M. Hausmann, C.P.A.	Director	1990	2025
Glen R. Wherfel, C.P.A.	Director	2001	2025

Board Diversity Matrix (As of December 31, 2022)
Total Number of Directors	6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	4
Part II: Demographic Background
African American or Black		1
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White	2	3
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background



Name and Address of Beneficial Owners	Amount of Shares Owned and Nature of Beneficial Ownership ⁽¹⁾		Percent of Shares of Common Stock Outstanding
M3 Funds, LLC
2070 E 2100 S, Suite 250
Salt Lake City, UT 84109	1,260,537	⁽²⁾	9.93%
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, Texas 78746	1,015,424	⁽²⁾	8.00%
Voya Institutional Trust Company
As Trustee fbo BankFinancial and Subsidiaries 401(k) Plan	812,533	⁽²⁾	6.40%
Renaissance Technologies LLC
800 Third Avenue
New York, New York 10022	759,787	⁽²⁾	5.99%
Black Rock, Inc.
55 East 52nd Street
New York, New York 10022	723,530	⁽²⁾	5.70 %
Directors and Nominees
Cassandra J. Francis	40,444		*
F. Morgan Gasior	319,570	⁽³⁾	2.52 %
John M. Hausmann	69,049		*
Terry R. Wells	56,384		*
Glen R. Wherfel	106,085	⁽⁴⁾	*
Debra R. Zukonik	3,650		*
Named Executive Officers (other than Mr. Gasior):
John G. Manos	68,475	⁽⁵⁾	*
Marci L. Slagle	—		—
All Directors and Executive Officers (including Named Executive Officers) as a Group (12 persons)	955,725		7.53 %

(1)	The information reflected in this column is based upon information furnished to us by the persons named above and the information contained in the records of our stock transfer agent. The nature of beneficial ownership for shares shown in this column, unless otherwise noted, represents sole voting and investment power.
(2)	Amount of shares owned and reported on the most recent Schedule 13G filing with the SEC, reporting ownership as of December 31, 2022.
(3)	Includes 110,033 shares held by the BankFinancial and Subsidiaries Associate Investment Plan. Also includes 125,000 shares held by Mr. Gasior’s spouse. Mr. Gasior disclaims beneficial ownership of these 125,000 shares.
(4)	Includes 73,585 shares held in trust and 32,500 shares held by an individual retirement account.
(5)	Includes 44,217 shares held by the BankFinancial and Subsidiaries Associate Investment Plan.

Directors	Executive Committee	Audit Committee	Corporate Governance and Nominating Committee	Human Resources Committee	Community & Environmental Committee
Cassandra J. Francis			✓	✓	✓
F. Morgan Gasior	Chair
John M. Hausmann	✓	Chair	✓	✓
Terry R. Wells	✓	✓	Chair	Chair	Chair
Glen R. Wherfel		✓	✓	✓
Debra R. Zukonik					✓
Meetings held during 2022	—	4	1	1	—

•	encourage a consistent and competitive return to stockholders over the long-term;
•	maintain a corporate environment that encourages stability and a long-term focus for the primary constituencies of the Company and the Bank, including employees, stockholders, communities, clients and government regulatory agencies;
•	maintain a program that:

	◦	clearly motivates personnel to perform and succeed according to the current goals of the Company and the Bank;
	◦	provides management with the appropriate empowerment to make decisions that benefit the primary constituents;
	◦	aligns incentive compensation practices to risk-taking activities;
	◦	attracts and retains key personnel critical to the long-term success of the Company and the Bank;
	◦	provides for management succession planning and related considerations;
	◦	encourages increased productivity;
	◦	provides for subjective consideration in determining incentive and compensation components; and
	◦	ensures that management:

	▪	fulfills its oversight responsibility to its primary constituents;
	▪	conforms its business conduct to the Company’s and the Bank’s established ethical standards;
	▪	remains free from any influences that could impair or appear to impair the objectivity and impartiality of its judgments or treatment of the constituents of the Company and the Bank; and
	▪	avoids any conflict between its responsibilities to the Company and the Bank and each executive officer’s personal interests.

	•	Earned 2022 cash incentive compensation plan payments were paid to the Chief Executive Officer, the Equipment Finance President and the Commercial Real Estate Lending President.
	•	In March 2022, the base salaries of the Equipment Finance President and the Commercial Real Estate Lending President increased by 2.0%. The Chief Executive Officer did not receive an increase in base salary in 2022.
	•	In March 2023, the base salaries of the Chief Executive Officer, the Equipment Finance President and the Commercial Real Estate Lending President increased 3.0%.

	•	reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2022;
	•	discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Commission; and
	•	received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm their independence.

Name	Position	2023 Base Salary
F. Morgan Gasior	Chairman of the Board, Chief Executive Officer and President	$	495,372
Marci L. Slagle	Equipment Finance President - Bank	$	267,115
John G. Manos	Commercial Real Estate Lending President - Bank	$	278,356

Component	Weight		2022 Performance Results	2022 Percentage Results			2022 Percentage Awarded			2022 Maximum Percentage
Earnings Per Share	40	%	80% of Target	12.00	%		12.00	%		50	%
Net Commercial Loan Growth	5		Met	15.00			15.00			50
Commercial Loan Originations	5		Met	20.00			20.00			50
Securities Portfolio	5		Exceeded	40.00			40.00			50
Asset Quality	20		Met	15.00			15.00			50
Internal Controls	10		Met	15.00			15.00			50
Leadership & Planning	15		Exceeded	40.00			40.00			50
Composite	100	%	Met	19.05	%	⁽¹⁾	19.05	%	⁽²⁾	50	%	⁽³⁾

(1)	Represents the percentage of base salary earned as cash incentive compensation.
(2)	Represents the percentage of base salary paid as cash incentive compensation.
(3)	Represents the maximum percentage of base salary available as cash incentive compensation.

Category		2022 Performance			2022 Plan
Earnings Per Share		$	0.80		$	0.59

Name and Principal Position	Year	Salary		Bonus		Non-Equity Incentive Plan Compensation			All Other Compensation ⁽¹⁾		Total Compensation
F. Morgan Gasior	2022	$	480,944	$	—	$	91,620	⁽²⁾	$	61,352	$	633,916
Chairman of the Board, Chief Executive Officer	2021		478,780		—		80,558	⁽²⁾		72,935		632,273
Marci L. Slagle	2022	$	257,966	$	—	$	130,222	⁽³⁾	$	24,101	$	412,289
Equipment Finance President	2021		253,105		—		75,000	⁽³⁾		22,836		350,941
John G. Manos	2022	$	268,822	$	—	$	120,765	⁽⁴⁾	$	19,997	$	409,584
Commercial Real Estate Lending President	2021		263,758		—		38,000	⁽⁴⁾		27,831		329,589

Name	Perquisites⁽ⁱ⁾		Insurance⁽ⁱⁱ⁾		Tax Reimbursement⁽ⁱⁱⁱ⁾		401(k) Match		Other ^(iv)		Total “All Other Compensation”
F. Morgan Gasior	$	17,281	$	3,446	$	1,505	$	8,830	$	30,290	$	61,352
Marci L. Slagle	$	8,400	$	2,262	$	988	$	3,723	$	8,728	$	24,101
John G. Manos	$	3,440	$	2,358	$	1,030	$	9,011	$	4,158	$	19,997

	(i)	Includes use of automobile or an automobile allowance, and in the case of Mr. Gasior, club dues.
	(ii)	Consists of premiums paid by the Company during the fiscal year with respect to additional short- and long-term disability insurance for each of the Named Executive Officers. Certain amounts were paid by the executive and reimbursed by the Company under employment agreement provisions that reduce, on a dollar-for-dollar basis, the Bank’s obligations under such executive’s employment agreement in the event of the executive’s death or disability by the amount of insurance proceeds received by the executive’s named beneficiary.
	(iii)	Reflects reimbursement for income and employment taxes incurred by the executive as a result of the insurance premiums paid by the executive and reimbursed by the Company. See note (ii) above and discussion below for additional information.
	(iv)	Reflects payout of accrued Paid Time Off (“PTO”). Prior to 2021, executives could accrue up to 150% of the standard accrual (i.e., supplemental accrual feature). In 2021, the PTO accrual carry over was limited and the supplemental accrual feature was eliminated. The excess accrued PTO hours were paid out in 2022 and 2021.

(2)	Mr. Gasior is eligible to receive an incentive cash bonus up to 50% of base salary based on the achievement of weighted performance goals.
(3)	Ms. Slagle is eligible to receive an incentive under the Equipment Finance President Incentive Compensation Plan. Maximum payout is not limited if certain business plan objectives were achieved during 2022.
(4)	Mr. Manos is eligible to receive an incentive under the Commercial Real Estate Lending President Incentive Compensation Plan. Maximum payout is not limited if certain business plan objectives were achieved during 2022.

Year	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs ⁽¹⁾		Value of Initial Fixed $100 Investment Based on Total Shareholder Return⁽²⁾		Net Income (in thousands)⁽³⁾		Earnings Per Share
2022	$	633,916	$	633,916	$	410,937	$	410,937	$	130	$	10,494	$	0.80
2021		632,273		632,273		356,066		356,066		126		7,410		0.53

	The PEO for 2022 is F. Morgan Gasior and the non-PEO NEOs are Marci L. Slagle and John G. Manos.
	The PEO for 2021 is F. Morgan Gasior and the non-PEO NEOs are Paul A. Cloutier and Marci L. Slagle.
(1)	No adjustments were made to the SCT total to determine Compensation Actually Paid; the Company does not provide employees with pension benefits and no equity compensation was granted to or outstanding for our PEO and NEOs during the period.
(2)	Total Shareholder Return assumes reinvestment of all dividends and reflects changes in the company’s share price since the initial investment date of December 31, 2020.
(3)	As reported in our audited financial statements for the applicable year.

	Potential Payments	Termination by the Bank⁽¹⁾						Other Types of Termination
Executive	Upon Termination or Change of Control	For Cause		For Disability⁽²⁾		Without Cause ⁽³⁾		By Resignation		For Good Reason ⁽³⁾		Upon Death⁽²⁾		Change of Control ⁽⁴⁾
F. Morgan Gasior	Cash payments	$	—	$	1,217,122	$	1,749,921	$	—	$	1,749,921	$	1,217,122	$	1,749,921
	Continued Benefits		—		23,997		30,853		—		30,853		23,997		30,853
Marci L. Slagle ⁽⁵⁾	Cash payments	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Continued Benefits		—		—		—		—		—		—		—
John G. Manos	Cash payments	$	—	$	718,975	$	1,060,642	$	—	$	1,060,642	$	718,975	$	975,620
	Continued Benefits		—		23,477		30,185		—		30,185		23,477		30,185

(1)	The payments reflected in these columns assume that the Bank continues to pay 100% of all compensation and benefits due to Mr. Gasior under his employment agreements with the Bank and the Company, and the Company continues to reimburse the Bank for a percentage of those expenses pursuant to an agreed-upon allocation under an Expense Sharing Agreement between the Bank and the Company. The allocation is based on the amount of time that Mr. Gasior devotes exclusively to the Company’s affairs. Since its inception and continuing through April 12, 2023, the Company has not separately or directly paid any base salary, cash incentive compensation, bonus or other cash compensation to Mr. Gasior, and the Company currently has no equity-based compensation plans in effect. In the event of a qualifying Change in Control of the Bank, Mr. Gasior would be entitled to certain payments under his employment agreement with the Bank, subject to any reduction pursuant to Internal Revenue Code Section 280G as set forth therein. Pursuant to Mr. Gasior’s employment agreement with the Company, if the Bank were to fail to pay any amount due to Mr. Gasior under his employment agreement with the Bank, the Company would be responsible for paying Mr. Gasior such amount. The Company is not otherwise obligated to pay any separate or direct compensation to Mr. Gasior. The Company is not prohibited from separately or directly compensating Mr. Gasior, including upon the occurrence of a qualifying Change in Control, but this has not been the Company’s practice. If this practice were to change, the amount of the separate payments made by the Company to Mr. Gasior would be governed by the terms of his employment agreement with the Company and would not be limited or reduced by the terms of his employment agreement with the Bank or by Internal Revenue Code 280G.
(2)	The payments reflected in this column include an amount equal to the average cash incentive compensation paid during the preceding two years prorated for the year of termination, prorated employer matching 401(k) contribution for the year of termination, and the base salary the executive would have received from the date of termination through the end of their employment period. Continued benefits reflect the incremental cost of core benefits to the Company during the executive's remaining employment period based on actual cost for 2022. Excludes any reduction in benefit as a result of disability insurance or federal social security disability payments.
(3)	The payments reflected in this column include an amount equal to the average cash incentive compensation paid during the preceding two years prorated for the year of termination, prorated employer matching 401(k) contribution, and three times the executive’s three-year average cash compensation. Continued benefits reflect the incremental cost of core benefits to the Company for 36 months based on the actual cost for 2022.
(4)	The payments reflected in this column assume the executive terminated for good reason in connection with a change of control. For Messrs. Gasior and Manos cash payments include an amount equal to the average cash incentive compensation paid during the preceding two years prorated for the year of termination, prorated employer matching 401(k) contribution, and three times the executive’s three-year average cash compensation. Continued benefits reflect the incremental cost of core benefits to the Company for 36 months based on the actual cost for 2022. Executive severance benefits for Mr. Manos are reduced to avoid constituting an “excess parachute payment” under Section 280G of the Internal Revenue Code. Assuming a December 31, 2022 termination, the cash payments reflected above for Mr. Manos have been reduced by $85,022 to comply with this requirement reduction.
(5)	During 2022, Ms. Slagle was not entitled to receive any payments or benefits upon termination or a change in control. Ms. Slagle entered into an Employment Agreement in 2023, which includes payments and benefits upon a termination of her employment or a material diminution of her duties and responsibilities following a change in control of the Company or the Bank as defined by the laws or regulations of the Federal Deposit Insurance Corporation, the OCC or the Board of Governors of the Federal Reserve System, as applicable.

	•	Accrued but unpaid salary and vacation pay.
	•	Distributions of plan balances under the Bank’s 401(k) plan. See “401(k) Plan” for an overview of the 401(k).

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		All Other Compensation		Total ($)
Cassandra J. Francis	$	54,000	$	—	$	54,000
John M. Hausmann, C.P.A.	$	60,000	$	—	$	60,000
Terry R. Wells	$	58,800	$	—	$	58,800
Glen R. Wherfel, C.P.A.	$	58,800	$	—	$	58,800
Debra R. Zukonik	$	18,000	$	—	$	18,000

	•	The Chief Executive Officer, the Equipment Finance President and the Commercial Real Estate Lending President received cash incentive plan payments for the year ended December 31, 2022.
	•	Base compensation increased 2.0% for the Equipment Finance President and the Commercial Real Estate Lending President in 2022. The base compensation for the Chief Executive Officer remained the same.
	•	Base compensation increased 3.0% for the Chief Executive Officer, the Equipment Finance President and the Commercial Real Estate Lending President in 2023.

•	Codes of Ethics & Business Conduct: The Company has adopted a Code of Ethics for Senior Financial Officers that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. A copy of the Company’s Code of Ethics was previously filed as Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. Any amendments to and waivers of the requirements of the Code of Ethics for Senior Financial Officers will be disclosed on the Company website, www.bankfinancial.com. The Company has also adopted a Code of Business Conduct, pursuant to the listing standards of the NASDAQ Stock Market that applies generally to the Company’s directors, officers, and employees. The Company and the Bank conduct training with respect to these matters at least annually. The Company and the Bank maintain appropriate independent, anonymous channels of communication available on a continuous basis to the Internal Audit Division for notification of potential or actual violations of the Bank’s systems of internal controls, applicable laws, regulations or Bank policies.

•	Anti-Money Laundering Policy and Risk Management: The Bank maintains a Bank Secrecy Act / Anti-Money Laundering Policy that is reviewed at least annually by its Board of Directors. The Bank Secrecy Act / Anti-Money Laundering Policy includes a Know-Your-Customer (KYC) customer due diligence compliance program requirement. The Bank conducts compliance training programs, from entry-level to executive-level (including the Board of Directors of the Bank), focused on Bank Secrecy Act / Anti-Money Laundering, at least annually.

•	Anti-Money Laundering Policy External Review: The Audit Committee of the Board of Directors of the Bank reviews an annual independent external compliance review of the Bank Secrecy Act / Anti-Money Laundering Policy and its related compliance programs in accordance with the standards of the Federal Financial Institutions Examination Council (“FFIEC”). The Bank Secrecy Act / Anti-Money Laundering Policy external review includes a review of the Know-Your-Customer (KYC) customer due diligence program.

•	Anti-Bribery Policy: The Bank maintains a Professional Responsibility Policy requiring compliance with the Bank Bribery Amendments Act of 1985. The Bank conducts compliance training program with respect to its anti-bribery policy on a periodic basis. The Bank maintains appropriate independent, anonymous channels of communication available on a continuous basis to the Internal Audit Division for notification of potential or actual violations of the Bank’s systems of internal controls, applicable laws, regulations or Bank policies.

•	Political Activities: The Bank maintains a Professional Responsibility Policy requiring compliance with the Federal Election Campaign Act of 1971, which prohibits contributions of any kind to any federal, state or local primary or general election campaign or candidate by the Bank, or reimbursement of any such contributions by employees. The Bank maintains controls and conducts external and internal audit testing for compliance with its Professional Responsibility Policy. The Bank maintains appropriate independent, anonymous channels of communication available on a continuous basis to the Internal Audit Division for notification of potential or actual violations of the Bank’s systems of internal controls, applicable laws, regulations or Bank policies.

•	Stakeholder Engagement Activities: The Company conducts quarterly conference calls for investors and other interested parties. The Company also periodically participates in investor conferences conducted by investment banking firms. The Company maintains telephone and electronic mail access for media, investor and stakeholder communications which is monitored by senior officers of the Company.

•	Customer Data Privacy Reviews: The Bank conducts independent external and internal reviews of internal controls relating to customer data privacy and data security in accordance with the requirements of the Graham-Leach-Bliley Act, the Right to Financial Privacy Act, and standards established by the FFIEC. Pursuant to their respective Charters, the Audit Committees of the Company and the Bank review the effectiveness of the Bank’s internal controls, including those controls related to customer data privacy based on independent external audit and internal audit reports.

•	Customer Data Accuracy: The Bank maintains multiple channels for customer engagement and feedback, including formal policies and controls governing responses to official customer complaints or reports of inaccurate consumer financial data. When applicable and practicable, the Bank’s Marketing & Sales Division incorporates customer responses into the Bank’s product and service development and delivery.

•	Information Security Incident Response: The Bank maintains information security incident response plans for various information security/data breach scenarios. The Bank tests its incident response plans at least annually. Pursuant to applicable federal and state laws, regulations and FFIEC standards, the Bank maintains incident response notification procedures for affected customers, including notification of federal regulatory authorities and law enforcement. For the preservation of all possible avenues for law enforcement, the Bank does not disclose information security incidents to the general public unless required by law or directed by applicable lawful authority.

•	Environmental Protection and Sustainability: The Bank maintains policies to detect and prevent adverse environmental conditions with respect to the business operations of its borrowers; in addition, the Bank provides specialized financing for remediation of environmentally-contaminated real property to restore the property to a condition in compliance with federal and state environmental protection laws and regulations.

	With respect to the Bank’s facilities and operations, the Bank’s operations and branch office density present an inherently low profile in terms of carbon emissions. To the extent supported by local municipalities, the Bank participates in plastic and metal recycling programs. The Bank’s migration to digital transaction execution and information delivery significantly reduces the Bank’s consumption of paper and road delivery services. The Bank’s capital investment program continues to invest in energy-efficient lighting and HVAC systems, which can produce reductions of up to 60% compared to historical energy usage and non-recyclable materials replacement.

•	Environmental Supply-Chain Management: Over 95% of the direct supply-chain for the Company and the Bank is based in the United States. Due to the absence of a material international component to the direct supply chain, the Company and the Bank do not maintain global vendor codes of conduct with respect to environmental matters.

•	Community Investment, Participation and Support: The Bank is a leader in community investment, with ten consecutive “Outstanding” Community Reinvestment Act ratings since 1998 as determined by agencies of the U.S. Treasury Department. The Bank maintains a leadership position in lending to providers of affordable multi-family residential housing in its primary market, and in providing financing to providers of healthcare and community support services to low-income individuals and families, developmentally disabled persons, and the elderly. The Bank provides financial and in-kind support by its associates to approximately 100 charitable organizations within its communities.

•	Workforce: With minorities and women equal to 75% of the Bank’s workforce and 60% of the Bank’s management leadership, the Bank maintains workforce diversity broadly consistent with its communities. With respect to the composition of the Company’s Board of Directors continuing in office, women and minorities constitute 50% of the total Board membership.

•	Human Rights Policy: 100% of the workforce of the Company and the Bank is based in the United States, and is therefore subject to federal, state and local civil rights, minimum/living wage, employment benefits, and labor laws and regulations. The Company and the Bank maintains appropriate equal opportunity, anti-discrimination, anti-harassment and workplace safety policies and practices, including anti-discrimination policies with respect to sexual orientation and gender identity/expression, including independent, anonymous channels of communication available every day to the Human Resources Division and Internal Audit Division for notification of potential or actual violations of the Bank’s Human Rights policies and practices.

•	Human Rights Convention: The Board of Directors of the Company has affirmed the Company’s agreement with and support for the International Covenant for Civil and Political Rights (ICCPR) as ratified by the United States Senate in 1992.

•	Human Rights & Supply-Chain Management: Over 95% of the direct supply-chain for the Company and the Bank is based in the United States, and is therefore subject to federal, state and local civil rights and labor laws and regulations. The Bank maintains a Vendor Management Policy which includes local community inclusion, civil rights, and labor compliance standards in vendor selection.

SEC Form DEF 14A filed by BankFinancial Corporation