BANK FIRST CORP (BFC)
Sector: Financials
2026 Annual Meeting Analysis
BANK FIRST CORP · Meeting: June 15, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Directors
Mr. Eldred joined the board on January 13, 2026, well within the 24-month new-director exemption from the TSR trigger, and brings deep community banking experience as a fourth-generation banker and former Chairman/CEO of Centre 1 Bancorp; no overboarding, attendance, independence, or familial relationship concerns are present.
Mr. McFarlane is a non-independent executive director (President) who joined the board in 2023; BFC's 3-year price return of 131.1% outpaces the Russell 2000 Index (^RUT — Russell 2000) by +71.5 percentage points, which exceeds the 65pp threshold for strong-positive TSR but does not trigger a vote against because the gap is above the threshold meaning the trigger does NOT apply; no overboarding or familial relationship concerns are present.
Mr. Sprang joined the board in October 2025, well within the 24-month new-director exemption from the TSR trigger, and is a highly qualified CPA with 35 years of financial services audit experience serving on the Audit Committee; no overboarding, attendance, independence, or familial relationship concerns are present.
All three nominees pass every policy screen. BFC's 3-year total shareholder return of 131.1% outperforms the Russell 2000 Index (^RUT — Russell 2000) by +71.5 percentage points, comfortably above the 65pp strong-positive TSR threshold meaning the TSR trigger does not apply to any director. Two of the three nominees (Eldred and Sprang) are exempt from the TSR trigger entirely as new directors within the past 24 months. The slate is supported.
Say on Pay
✓ FORCEO
Michael B. Molepske
Total Comp
$1,800,787
Prior Support
N/A
CEO total compensation of $1,800,787 is consistent with market benchmarks for a CEO at a ~$1.6B community bank given BFC's strong performance; pay mix is well-structured with roughly 55% of total pay delivered through variable, performance-linked components (annual cash incentive and equity awards), comfortably meeting the 50-60% variable pay threshold. The incentive plan is grounded in clear, measurable metrics — return on assets, wholesale funding reliance ratio, and earnings per share — all of which were exceeded at or near maximum in 2025 (e.g., ROA of 1.65% vs. a 1.37% maximum target), aligning executive rewards directly with exceptional shareholder outcomes including a 131.1% three-year total return. The company has a compliant Dodd-Frank clawback policy, robust stock ownership requirements, no tax gross-ups, no discretionary bonuses, and no single-trigger change-in-control provisions — all positive governance features supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
4 yrs
Audit Fees
$557,480
Non-Audit Fees
$0
Forvis Mazars (operating under predecessor names since 2022) has served as auditor for approximately four years, well below the 25-year tenure threshold; non-audit fees are zero, giving a non-audit ratio of 0% against audit fees of $557,480, which is far below the 50% concern threshold; no material restatements are disclosed; and Forvis Mazars is a large national firm appropriate for a $1.6B market-cap bank.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of Amendment to the Company's Restated Articles of Incorporation to Modify Shareholder Approval Requirements for Certain Fundamental Transactions
This board-proposed amendment would eliminate the existing supermajority voting requirement for certain fundamental transactions — specifically mergers and sales of substantially all assets — replacing it with the default simple majority standard under Wisconsin law. While the board frames this as aligning with Wisconsin Business Corporation Law and increasing strategic flexibility, the key governance question is whether the change improves or weakens shareholder protection relative to the current baseline. Removing a supermajority requirement makes it easier for a controlling or large shareholder to push through a merger or asset sale without broad shareholder consensus, reducing minority shareholder protection in high-stakes transactions. Unlike a transition away from dual-class shares or a founder-control structure — where the improvement is clear — this amendment removes an existing safeguard without offering any compensating governance enhancement, and on balance represents a step back for shareholder rights on the most consequential corporate decisions.
Overall Assessment
BFC's 2026 annual meeting ballot is straightforward and largely shareholder-friendly: the director slate passes all policy screens given exceptional 3-year stock outperformance versus the Russell 2000 Index (^RUT — Russell 2000), the auditor has a clean fee profile and appropriate tenure, and the Say on Pay program reflects genuine pay-for-performance alignment with strong 2025 results. The one exception is Proposal 4, a board-proposed charter amendment to eliminate the supermajority vote requirement for fundamental transactions, which represents a net reduction in shareholder protections and warrants a vote against.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing