BYLINE BANCORP INC (BY)
Sector: Financials
2026 Annual Meeting Analysis
BYLINE BANCORP INC · Meeting: June 2, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Byline's 3-year stock return of 78.2% outpaces the community bank benchmark QABA (64.8%) by +13.4 percentage points, well below the 65-point threshold required to trigger a vote against; Herencia holds the combined CEO/Executive Chairman role with deep banking credentials and no overboarding concerns.
Strong TSR versus QABA clears the policy threshold; Cabrera brings relevant treasury and corporate finance expertise and attended at least 90% of meetings in 2025.
TSR performance versus QABA does not trigger an against vote; del Valle Perochena has served as Lead Director since 2021 with relevant financial sector experience, and the board has thoroughly addressed independence questions raised by Glass Lewis.
TSR outperformance versus QABA is well within policy limits; Herseth contributes over 37 years of banking and credit expertise and met the 75% attendance threshold.
Joined the board in April 2022, giving her just over 24 months of tenure that meaningfully overlaps the measurement period, but the TSR gap versus QABA (+13.4pp) does not come close to the 65pp trigger threshold, making a FOR vote appropriate on the merits.
Strong QABA-relative TSR performance clears the policy threshold; Kent has extensive financial services and M&A advisory experience and attendance exceeded 90% in 2025.
TSR versus QABA does not trigger an against vote; Kistner is a CPA and former Ernst & Young tax partner who chairs the Audit Committee with demonstrated financial expertise.
As President and an executive director, Paracchini is subject to the same TSR trigger as other directors, but the +13.4pp gap versus QABA is far below the 65pp threshold required to fire; he brings extensive banking and operational experience.
Joined the board in July 2023, meaning she has been a director for less than 24 months as of the filing date and is therefore exempt from the TSR trigger under policy; her commercial real estate background is relevant to the bank's lending activities.
Joined the board in October 2023, fewer than 24 months before the filing, making him exempt from the TSR trigger; his executive management and risk experience is relevant despite the board's discretionary retirement-age waiver.
All ten director nominees receive a FOR vote. Byline's 3-year stock return of 78.2% outpaces the community bank benchmark QABA — First Trust NASDAQ ABA Community Bank Index — by +13.4 percentage points, far below the 65-point underperformance threshold required to trigger an against vote for any director. Two newer directors (Stewart, Ruiz Sacristán) joined within the past 24 months and are separately exempt under policy. No overboarding, attendance, independence, or familial-relationship concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Roberto R. Herencia
Total Comp
$4,537,621
Prior Support
N/A
CEO Roberto Herencia's total reported compensation of approximately $4.54 million is reasonable for the chief executive of a $1.5 billion market cap regional bank and does not appear to exceed the +20% individual CEO benchmark threshold based on market norms for this role and size band. The compensation program is well-structured: at least 50% of senior executive pay is performance-based (50% performance shares tied to 3-year TSR and return on assets versus the KBW Regional Bank Index, plus annual cash incentives tied to a corporate scorecard), and Byline's 3-year stock return of 78.2% meaningfully outpaces the QABA community bank benchmark by +13.4 percentage points, indicating that above-target variable pay is aligned with strong shareholder returns. A robust clawback policy is in place, and no prior Say on Pay vote below 70% support is disclosed that would require a negative response.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
13 yrs
Audit Fees
$1,400,500
Non-Audit Fees
$0
Baker Tilly (successor to Moss Adams after a June 2025 merger) has served as Byline's auditor since 2013 — approximately 13 years — well below the 25-year tenure threshold that would raise independence concerns. There are no non-audit fees disclosed, so the non-audit fee ratio is 0%, far below the 50% trigger. Baker Tilly is a large national firm appropriate for a $1.5 billion market cap bank, and no material financial restatements are disclosed.
Overall Assessment
Byline Bancorp's 2026 annual meeting ballot is straightforward and shareholder-friendly across all evaluated proposals. The company's stock has meaningfully outperformed the community bank benchmark QABA — First Trust NASDAQ ABA Community Bank Index — over the past three years, the CEO's pay is reasonably sized and tied to multi-year performance metrics, the auditor relationship is clean with zero non-audit fees and tenure well below the concern threshold, and all ten director nominees bring relevant qualifications with no governance red flags.