CEO Corey Chambas received total compensation of $1,236,169 in 2025, which is well within reasonable benchmarks for a CEO at a ~$439M market cap community bank — this level does not trigger the >20% above benchmark threshold for a no vote. The pay program structure is sound: approximately 50% of CEO pay is variable and at risk, with long-term equity awards split between performance stock awards (60%) measured on relative TSR and return on average tangible common equity over a three-year period, and time-vesting restricted stock units (40%) — well above the 50-60% variable pay threshold required by policy. Prior-year say-on-pay support was 97%, signaling very strong shareholder endorsement, and the company has a robust clawback policy adopted in 2023 that complies with Nasdaq/SEC requirements. The pay-for-performance alignment is confirmed by the 2022-2024 performance stock awards vesting at 200% of target, reflecting FBIZ's 96th percentile TSR and 88th percentile return on average equity versus its peer group — squarely consistent with the company's exceptional stock performance over the same period.

The proxy filing does not include a fee table disclosing audit and non-audit fees, so the non-audit fee ratio trigger cannot be assessed — per policy, the absence of confirmed fee data does not support a no vote. Auditor tenure is also not disclosed, so the tenure trigger does not apply. Crowe LLP is a large national firm appropriate for a company of FBIZ's size (~$439M market cap). No material restatements are disclosed. The default vote is FOR.