Item 5.02. Departure of Directors or Certain Officers, Election
of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
Effective April 1, 2023, the Board of Directors
(the “Board”) of First Business Financial Services, Inc. (the “Company”) has appointed Brian D. Spielmann
to serve as the Company’s Chief Financial Officer, Principal Financial Officer and Treasurer.
Mr. Spielmann, age 40, has served as the Company’s
Chief Accounting Officer since July 23, 2020. He joined the Company in 2006 as a Financial Accountant. Prior to his current role,
he held management roles in Finance with increasing responsibility, including Financial Reporting Manager, Director of Financial Planning &
Analysis and Director of Finance. Mr. Spielmann received a Master of Business Administration from Edgewood College and a BS in Accounting
from Bradley University. He is a graduate of the ABA Stonier Graduate School of Banking and is a Certified Public Accountant.
Mr. Spielmann’s base salary will be
$275,000. He will be eligible to participate in the Company’s Annual Bonus Plan with a targeted payout range of 35%, the Company’s
401(k) Plan and the Company’s 2019 Equity Incentive Plan. The Company entered into a Change in Control Agreement with Mr. Spielmann
effective as of April 1, 2023. A copy of the Change in Control Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
In conjunction with Mr. Spielmann’s
appointment and as previously announced, Mr. Edward G. Sloane, Jr. will cease serving as the Company’s Chief Financial
Officer, Principal Financial Officer and Treasurer effective April 1, 2023.
Effective April 1, 2023, Mr. Sloane and
the Company entered into a Consulting Agreement (the “Consulting Agreement”), pursuant to which Mr. Sloane will provide
business development and client support services on matters relating to the Company’s Bank Consulting business line. The Consulting
Agreement will terminate on March 31, 2024, subject to extension upon mutual agreement of the parties. During the term of the Consulting
Agreement, Mr. Sloane will receive compensation in the amount of $6,250 per month, plus reimbursement of certain out-of-pocket expenses.
The Consulting Agreement contains customary indemnification, confidentiality and non-disparagement provisions. The foregoing description
of the material terms of the Consulting Agreement is qualified in its entirety by the full text thereof, a copy of which is attached hereto
as Exhibit 10.2 and is incorporated herein by reference.
On April 1, 2023, the Board appointed Kevin
D. Crampton, the Company’s Senior Director of Accounting, as the Company’s Chief Accounting Officer and Principal Accounting
Officer effective as of the date of Mr. Spielmann’s appointment to Chief Financial Officer.
Mr. Crampton, age 38, joined the Company on
June 29, 2022 as Senior Director of Accounting. Previously, Mr. Crampton served as Vice President with Goldman Sachs Bank USA
from 2018 to April 2022 and as a Senior Manager, Financial Accounting and Advisory Services with Ernst & Young, LLP from
2007 to 2018. Mr. Crampton received a Bachelor of Arts in Accounting from Saint John’s University and is a Certified Public
Accountant.
There have been no transactions and there are no
currently proposed transactions to which the Company was or is a participant and in which Mr. Spielmann or Mr. Crampton had
or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K. Further,
neither Mr. Spielmann nor Mr. Crampton is related to any member of the Board or any other executive officers of the Company.