$FBIZ·8-K

FIRST BUSINESS FINANCIAL SERVICES, INC. · May 28, 4:02 PM ET

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FIRST BUSINESS FINANCIAL SERVICES, INC. 8-K

Research Summary

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First Business Financial Appoints Director Scott M. Ferris

What Happened
First Business Financial Services, Inc. (FBIZ) filed an 8-K on May 28, 2026 reporting that on May 22, 2026 the Board increased from eight to nine directors and appointed Scott M. Ferris as a Class III director. Mr. Ferris was also named to the Board’s Audit Committee and Operational Risk Committee. The Board labeled him an “independent director” under Nasdaq and Exchange Act rules.

Key Details

  • Board change: number of directors increased from 8 to 9; appointment effective May 22, 2026.
  • Committee roles: appointed to the Audit Committee and the Operational Risk Committee.
  • Background: Ferris retired from BMO Financial Group in 2025; served as Managing Director responsible for commercial banking within the Financial Institutions Group (Nov 2006–Jan 2025) and worked at BMO Harris Bank since 1985.
  • Governance/compensation: no related-party transactions under Item 404(a) of Regulation S-K; no special compensation arrangements — he will receive standard non-employee director pay disclosed in the company’s April 24, 2026 proxy.

Why It Matters
The appointment brings a director with decades of commercial banking and risk-management experience (credit, liquidity, market and operational risk) and regulator engagement to FBIZ’s board oversight, specifically strengthening audit and operational risk oversight. The filing discloses no new contractual obligations or related-party issues and classifies Ferris as independent, which is relevant for governance assessments by investors. The 8-K does not report any immediate financial impact.

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