DEF 14A of Bank First Corp, Apr 22, 2024

DEF 14A of Bank First Corp

Filed Apr 22, 2024 · FY20230001104659-24-049978

Open on EDGAR

  1. Directors Whose Terms Expire in 2025

    Directors Whose Terms Expire in 2025

  2. Directors Whose Terms Expire in 2025

    | JUDY L. HEUN | | Ms. Heun has over 30 years of experience in accounting and finance, currently serving as a Financial Consultant for Kohler Company advising and directing the company leadership in topics regarding financial audit, policy/procedure, and planning and investing. Before her current role, she served as Vice President and Controller for Kohler Company’s Kitchen & Bath North America multi-billion dollar international sector. Prior to that, she served as the Director of Corporate Administrative Accounting for the Kohler Company for over 15 years. She is an accomplished leader with experience in various aspects of finance and operations and a professional skillset in accounting, planning, forecasting, financial reporting, internal controls, and continuous improvement. She is actively involved with the Plymouth community. Ms. Heun currently serves on the finance council for St. John the Baptist church and school, and previously served as finance committee chair for the school board. She has also had active involvement in the Plymouth Soccer Club as a board member, treasurer, and team manager. Ms. Heun graduated from the University of Wisconsin-Milwaukee in 1988 with a Bachelor of Business Administration Degree in Finance. She earned her Master’s Degree in Business Administration from Marquette University in 1997. Ms. Heun became a director of the Company and Bank in April 2019. She assumed the role of Chair of the Audit Committee in 2022. Ms. Heun brings a demonstrated history of strong financial discipline to the Company, as well as a wealth of experience in the areas of financial planning, forecasting, costing, and all other financial accounting processes. |

  3. Directors Whose Terms Expire in 2025

    | LAURA E. KOHLER | | For more than 30 years, Ms. Kohler has been a business leader at the forefront of driving purposeful change in the workplace. As Chief Sustainable Living Officer of the Kohler Company, Ms. Kohler brings her experience in marketing, communications, human resources and sustainability to lead Kohler’s efforts to help people live a sustainable lifestyle, adopt behaviors and make conscious choices to minimize their impact on the planet. Prior to this role, Ms. Kohler served as the company’s first Chief Sustainability and DEI officer where she expanded Kohler Company’s commitment to environmental sustainability, social impact and DE&I by implementing more aggressive initiatives to achieve their net zero 2035 goals, accelerating innovation to provide a broader range of products that help people reduce their impact on the environment, and increasing advocacy to address water conservation and improved access to safe water and sanitation. Ms. Kohler also led the public reporting transition shift from social impact metrics to a GRI informed ESG report. She spent two decades as the head of human resources where she oversaw the growth and development of 40,000+ global associates and helped formalize and strengthen the culture to allow associates to align with work that was meaningful and allows them to achieve their full potential. Ms. Kohler also serves as the Chair for the Kohler’s Trusts for Clean Water. She is also on the boards of Kohler Company, Duke University’s Trinity Board of Visitors and the President’s Climate Task Force, the John Michael Kohler Arts Center, the Kohler Foundation, the African Wildlife Foundation, and the National Housing Endowment. Ms. Kohler joined the Board of the Company and the Bank in 2022, where she also serves on the Compensation Committee. She brings a wealth of diverse experience to the Board in the areas of human resources, marketing, and sustainability. |

  4. Directors Whose Terms Expire in 2025

    | MICHAEL B. MOLEPSKE | | Mr. Molepske is currently the Chief Executive Officer of the Company and the Bank, and the Chairman of the Board of Directors. In these roles, he provides strategic leadership by working with the Board of Directors and the Senior Management team to establish long-term goals, growth strategies, and processes and procedures for the Company and the Bank. Mr. Molepske’s primary objective is to ensure the Bank’s affairs are carried out competently, ethically, and in the best interest of employees, customers, and shareholders. From 1988 to 2005, Mr. Molepske served as a Credit Analyst, Business Banker, Senior Loan Officer, and Market President at Associated Bank, where he was responsible for overseeing the Lakeshore Region’s commercial banking, private banking, credit administration, and treasury management functions. In 2005, Mr. Molepske joined the Bank as the Senior Loan Officer and Regional President. In this role, he was responsible for overseeing and maintaining the integrity of the Bank’s loan portfolio by ensuring proper compliance with all lending policies and procedures. In 2008 and 2010, respectively, Mr. Molepske was appointed Chief Executive Officer and President of the Company. In June 2022, he was elected Chairman of the Board of Directors of both entities. Mr. Molepske currently serves on the Board of Directors for the RCS Foundation and Rahr-West Museum Foundation. He is the Chairman of the Officials Committee and member of the Rules and Records Committees for the American Barefoot Club, a division of USA Water Ski and the World Barefoot Council, a division of the International Waterski & Wakeboard Federation. Mr. Molepske graduated from the University of Wisconsin, Madison, with Bachelor of Science Degrees with majors in Finance and Management Information Systems. He later earned his Masters of Business Administration from the University of Wisconsin, Milwaukee. Mr. Molepske is a proven leader with the vision and ability to successfully execute the Bank’s strategic initiatives successfully. His attention to detail and extensive knowledge of the financial sector enables him to anticipate change and quickly adapt in a highly dynamic industry, and under his leadership, Bank First has experienced exceptional growth, strong asset quality, and profitability. |

  5. Directors Whose Terms Expire in 2026

    Directors Whose Terms Expire in 2026

  6. Directors Whose Terms Expire in 2026

    | STEPHEN E. JOHNSON | | Mr. Johnson, retired, formerly served as Market President and Community Reinvestment Act (“CRA”) Officer for Bank First from 2017 through 2018. Before joining Bank First, Mr. Johnson was the Director of Compliance for First National Bank of Waupaca from 2016 to 2017 and served as Chairman of the Board of First National Bank of Waupaca as well as Waupaca Bancorporation, Inc. Preceding his move to the banking industry, Mr. Johnson was employed by Sentry Insurance A Mutual Company for over 35 years during which he served in various capacities to include Director’s responsibilities in Operations Support and Underwriting Planning, Marketing Operations, Affinity Markets, and Consumer Products Underwriting. Mr. Johnson’s community activities include serving as a member of the Boards of Directors of the Waupaca County Emergency Food and Shelter Program, and the Western Golf Association/Evans Scholars Foundation. He also served on the Boards of the ThedaCare Foundation of Waupaca, the ThedaCare Family of Foundations, the Waupaca Area Community Foundation, and the Board of Education for the School District of Waupaca. Mr. Johnson graduated from the University of Southern California in 1978 with a Bachelor of Arts Degree in Psychology. He became a Director of Bank First in January 2019 and serves on the Audit Committee and Governance and Nominating Committee. Mr. Johnson’s background in CRA, marketing, customer acquisition, operations, and strategic planning brings additional strength and a diverse business perspective to the Board of Directors. |

  7. Directors Whose Terms Expire in 2026

    | TIMOTHY J. MCFARLANE | | Mr. McFarlane began his banking career in 1988 as a Credit Analyst at Valley Bank in Oshkosh, Wisconsin. He joined Bank One in Fond du Lac, Wisconsin, in 1990 where he served as a Credit Analyst, Commercial Loan Officer, and Assistant Vice President of Business Banking. From 1995-2003, Mr. McFarlane served as Community Bank President at Associated Bank and was responsible for its Fond du Lac office, overseeing market growth from $8 million to $100 million. He was recognized as the “Leader in Sales” for the Lakeshore Region of the bank and took the Fond du Lac branch from the bottom to the top production quartile. In 2003, Mr. McFarlane joined Hometown Bank in Fond du Lac serving as President, Chief Executive Officer, and Chairman of the Board of Directors for the bank and holding company. During his tenure, he led the successful acquisition of Farmers Exchange Bank in 2015 and United Community Bank in 2018, adding six new branch locations and over $240 million in assets. Under his leadership as President of Hometown Bank, the organization grew from $189 million to $654 million in assets. Mr. McFarlane is very active in the local community, having served on numerous organizations throughout his career, including most recently, the Fond du Lac Association of Commerce/Envision Greater Fond du Lac. Mr. McFarlane graduated from the University of Wisconsin, Oshkosh with a Bachelor of Business Administration Degree. He joined Bank First as its President in February 2023 as part of the merger of Bank First and Hometown Bank. As President of Bank First, he is responsible for the Bank’s retail and business banking operations, and overseeing the Marketing, Human Resources, Credit Administration, and Deposit and Loan Operations functions. He plays a crucial role in determining the overall strategy of Bank First and ensuring the mission and core values of the organization are upheld while delivering value to the Bank’s employees, customers, shareholders, and communities. |

  8. Directors Whose Terms Expire in 2026

    Retiring Directors The following directors have retired or are retiring from the Board of Directors in 2024.

  9. Directors Whose Terms Expire in 2026

    | MICHAEL G. ANSAY | | Michael G. Ansay serves as the Chairman and CEO of Ansay and Associates, LLC, a second-generation independent insurance agency providing integrated insurance, risk management, and benefit solutions to businesses, families, and individuals. In his current capacity, Mr. Ansay is responsible for formulating long-term strategic plans and executing the agency’s mission, vision, and values, to deliver high-quality, customer-focused solutions. Under his leadership, Ansay & Associates has emerged as one of the fastest-growing companies in Wisconsin and has garnered recognition as one of the Best and Brightest companies to work for nationwide. With a remarkable expansion from a single location to over 25, Ansay and Associates effectively manages the insurance and risk needs of more than 12,000 businesses and 35,000 individuals. Mr. Ansay is also a managing member of Ansay Development Corporation and Ansay International. He currently serves as the President of the board of directors for the Independent Insurance Agency of Wisconsin, the Bruce Krier Charitable Foundation. Mr. Ansay has also been appointed Honorary Consul of Luxembourg for Wisconsin by Luxembourg’s Ministry of Foreign Affairs. He graduated from Marquette University in 1976 with a Bachelor of Science in Finance. Mr. Ansay became a director of the Company and Bank in February 2010, was appointed Vice-Chairman in February 2012, and served as Chairman of the Board from January 2013 to June 2022, when the role was transitioned to Michael B. Molepske, Chief Executive Officer, to facilitate a smooth transition of leadership in anticipation of Mr. Ansay’s retirement. He retired from the Board after 14 years of service in January 2024. Mr. Ansay brought to the Board extensive experience driving growth, crafting and implementing long-term strategic goals, and his proven ability to bring people together and develop a strong team of leaders. His dedication, strategic insight and remarkable contributions have significantly impacted the Bank’s success. |

  10. Directors Whose Terms Expire in 2026

    | DAVID R. SACHSE | | Mr. Sachse is President and Owner of Landmark Consultants, Inc., a consulting, research, and entrepreneurship business formed in 1993. In that role, he has been involved in eight successful entrepreneurial ventures. Additionally, Mr. Sachse serves as minority owner and/or advisor to five successful ventures in eastern Wisconsin, including Nutrients, Milwaukee Forge, Heresite, DRS Central, and Terra Compactor, where he provides financial and operational counsel to these companies. Mr. Sachse also serves as Chairman of the Board of Directors of Landmark Group, Inc. and its wholly-owned subsidiary HTT, Inc. This company designs and manufactures dies and metal stampings. At HTT, Inc., Mr. Sachse directed a strategic acquisition that resulted in significant sales growth in sales and numerous operational efficiencies and capabilities for the company. Mr. Sachse also served as President of Polar Ware/Stoelting from 2002—2012. Under his direction, the company became a leading manufacturer of stainless steel ice cream machines, cheese processing equipment, and industrial washers and dryers in North America, reporting over $90 million in annual sales. Mr. Sachse led an effort to position Polar Ware/Stoelting for sale, and in 2012, it was acquired by The Vollrath Company. Mr. Sachse is an active member of the Sheboygan County Economics Club. He also currently serves on the board of directors of Ansay & Associates, LLC, an independent insurance agency in Wisconsin. Mr. Sachse graduated from the University of Wisconsin, Milwaukee in 1977 with a Bachelor of Science Degree in Marketing and Finance. He served as a director of the Company and the Bank from June 2010 and will retire at the Annual Meeting. With his extensive background in financial planning and analysis, internal audit, compliance, and acquisition structuring, Mr. Sachse has made invaluable contributions to Bank First over the past 14 years. His business acumen and strategic leadership have been instrumental to the Bank’s success. |

  11. Directors Whose Terms Expire in 2026

    NAMED EXECUTIVE OFFICERS Executive Officers Who Are Not Directors The following is a summary of information with respect to the executive officers of the Company who are not directors, including the name of each individual, their experience and qualifications, and the details of the position they hold with the Company. There are no arrangements or understandings between any of the executive officers and any other person pursuant to which they were selected as an executive officer. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers.

  12. Directors Whose Terms Expire in 2026

    | KEVIN M. LEMAHIEU | | Mr. LeMahieu, 52, joined the Company and the Bank in August 2014 as Chief Financial Officer. In this role, he oversees the Bank’s finance activities as well as internal and public financial reporting functions. Mr. LeMahieu brings significant financial expertise to the Company, having served his entire professional career in the public accounting and finance fields. During his nine-year tenure with Beene Garter LLP from 1995 to 2004, Mr. LeMahieu was responsible for managing audit and review teams on engagements for clients in various industries. He was also a member of the efficiency task force, a group responsible for analyzing the firm’s audit and review approach and recommending solutions to maximize departmental efficiency. From 2004 to 2014, Mr. LeMahieu served as Assurance Services Senior Manager and Director with CliftonLarsonAllen LLP, where he was responsible for managing audit and review teams on client engagements, working primarily with financial institutions. He also consulted with clients to provide cost and profit analysis, strategic merger guidance, accounting pronouncement interpretation, and internal control system guidance. Mr. LeMahieu graduated from Calvin University with a Bachelor of Science Degree in Accountancy. He is a member of the Wisconsin Bankers Association, American Institute of Certified Public Accountants and Wisconsin Institute of Certified Public Accountants. He earned his Certified Public Accountant designation in 1996 and is licensed in Wisconsin. |

  13. Directors Whose Terms Expire in 2026

    | JOAN A. WOLDT | | Ms. Woldt, 56, joined the Company and the Bank in 2010 as Regional President. At the end of her tenure with Bank First, she served as Executive Vice President and Chief Operating Officer. Woldt was hired alongside a team of bankers to establish a new Fox Valley Region for Bank First. She was first responsible for the Oshkosh market, then Appleton, and eventually oversaw the Green Bay and Waupaca markets. Woldt brought a culture and focus to the Bank’s customer experience, understanding the importance of attracting, retaining, and developing strong bankers in its markets. In her role as Chief Operating Officer, her responsibilities centered on Bank-wide regional reporting, which included commercial and retail functions as well as frontline training. Before joining Bank First, Ms. Woldt served Associated Bank for 16 years, ending her tenure as Commercial Banking Group Leader in the Fox Valley and Fond du Lac markets. She also managed Associated Bank’s Private Banking services, was a commercial banking sales trainer and was asked to participate in various corporate team initiatives. Ms. Woldt earned her Bachelor’s Degree from the UW-Green Bay with an emphasis in Finance. In 2023, she graduated from the Stonier Graduate School of Banking program. Active in the community, Ms. Woldt served as President of the Oshkosh Area Chamber Board of Directors, the Greater Oshkosh Economic Development Corporation Board of Directors, the UW-Green Bay Alumni Foundation Board of Directors, and was a long-time member of the Fox Cities Performing Arts Center Finance Committee. She also served as President of the Oshkosh Community YMCA Board of Directors and on the board of the Fox Cities Chamber of Commerce. Ms. Woldt departed Bank First effective December 31, 2023. |

  14. Directors Whose Terms Expire in 2026

    | JASON V. KREPLINE | | Mr. Krepline, 49, joined the Company and Bank in 2005 as Vice President of Business Banking. Soon thereafter, he was promoted to Regional President and Senior Loan Officer, responsible for establishing the Bank’s footprint in Sheboygan while ensuring Bank First’s lending portfolio remained in line with its culture of superior credit quality. Since establishing the Sheboygan office in 2008, Bank First has seen exponential growth in that market under Mr. Krepline’s leadership, growing from $61 million to $3.43 billion in total deposits and from $142 million to $3.34 billion in total loans as of year-end 2023. Today, Mr. Krepline serves as Bank First’s Chief Lending Officer, where he is responsible for overseeing the Bank’s business banking frontline operations along with providing leadership on Bank credit decisions. He also serves as Chair of the Bank’s Loan Committee. Before his tenure with Bank First, Mr. Krepline served Associated Bank for seven years in the positions of Credit Analyst, Business Banking Officer, and Vice President of Business Banking, where he was responsible for developing new and enhancing existing business banking relationships in the Sheboygan market. Mr. Krepline holds a Master of Business Administration Degree from Concordia University, with an emphasis in Finance. He earned his Bachelor’s Degree in Finance and Economics from the University of Wisconsin, Eau Claire. |

  15. Directors Whose Terms Expire in 2026

    Officers of the Board of Directors (2023) Chairman: Michael B. Molepske Chief Executive Officer: Michael B. Molepske Chief Financial Officer: Kevin M. LeMahieu President: Timothy J. McFarlane Chief Operating Officer: Joan A. Woldt Chief Lending Officer: Jason V. Krepline During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person. CORPORATE GOVERNANCE Overview We are committed to sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. We understand that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of value to our shareholders and will positively aid in the governance of the Company. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures when required or when our Board of Directors determines that it would benefit us and our shareholders. Board Leadership Structure The Company is committed to strong Board leadership. Our governance framework allows the Board to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders. In accordance with the Company’s Bylaws, our Board of Directors elects our Chairman and Chief Executive Officer, and these positions may be held by the same person or two different people. Currently, the roles of Chairman of the Board and Chief Executive Officer are both held by Michael B. Molepske. The Board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the Company’s strategy behind a single vision. Since one individual serves as our Chairman and Chief Executive Officer, the Board also nominated David R. Sachse as the Company’s Lead Independent Director for 2023. Mary-Kay H. Bourbulas will take on the role of Lead Independent Director upon Mr. Sachse’s retirement. The Chairman of the Board is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings in consultation with the Lead Independent Director and providing information to Board members in advance of meetings and between meetings. The Lead Independent Director is responsible for: • Working with the Chairman of the Board, Board and Corporate Secretary to set the agenda for Board meetings; • Calling regularly scheduled executive sessions of the independent and non-management directors; • Ensuring Board leadership in times of crisis; • Developing the agenda for and chairing executive sessions of the independent directors; • Acting as liaison between the independent directors and the Chairman of the Board on matters raised in such executive sessions; • Chairing Board meetings when the Chairman of the Board is not in attendance; • Attending meetings of the committees of the Board, as necessary or at his/her discretion, and communicating regularly with the Chairs of the principal standing committees of the Board; • Working with the Chairman of the Board to ensure the conduct of Board meetings provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to Board members on a timely basis; • Performing such other duties as may be requested from time to time by the Board, the independent directors or the Chairman of the Board; and • Being available, upon request, for consultation and direct communication with major shareholders. After careful consideration, the Board has determined the Company’s current Board structure is the most appropriate leadership structure for the Company and its shareholders. From time to time, the Board leadership structure will be re-evaluated to ensure that it continues to be the most effective approach in serving the Company’s goals. Executive Sessions Our Bylaws provide for executive sessions of our non-management and independent directors to give them a significant voice. Our Board believes this is a crucial governance practice that enables the Board to discuss matters without management present. Our independent directors meet in regularly scheduled executive sessions at least twice annually, and at other times as may be deemed appropriate by the Company’s independent directors. Our Lead Independent Director presides at all executive sessions of the independent and non-management directors, and sets the agenda for such executive sessions. Any independent director may call an executive session of independent directors at any time. The independent directors met twice in executive session in 2023. Role of Board in the Oversight of Risk The Board has the ultimate authority and responsibility for overseeing our risk management. The Board monitors, reviews and reacts to material enterprise risks that management identifies. The Board receives specific reports from management on financial, credit, liquidity, interest rate, capital, operational, legal compliance and reputation risks, as well as the degree of exposure to those risks. The Board helps ensure that management is appropriately focused on risk by, among other things, reviewing and discussing the performance of senior management and business line leaders. Board committees are responsible for risk oversight in specific areas. The Audit Committee manages financial, accounting and internal control risk management policies, and also oversees the risk and compliance programs. The Compensation Committee assesses and monitors risks in our compensation program, and determines the compensation for directors and named executive officers. The Governance and Nominating Committee oversees the nomination process and evaluation of the Board and is responsible for review of the Company’s policies and procedures. The Enterprise Risk Management Committee is primarily responsible for the management of risk across the Company consistent with the Company’s strategic goals and objectives, risk culture, and risk appetite. The Asset and Liability Management Committee monitors our interest rate risk, with the goal of structuring our asset-liability composition to maximize net interest income while minimizing the adverse impact of changes in interest rates on net interest income and capital. As discussed more fully below, the Information Technology Committee assesses, identifies and manages material risks from cybersecurity threats. Cybersecurity Risk Management and Strategy Assessing, identifying and managing material risks from cybersecurity threats is critical for maintaining the security of the Company’s data and information systems. It is integrated into our enterprise risk management systems and processes. The Bank’s cybersecurity risk management and strategy approach is based on the FFIEC Cybersecurity Assessment Tool (“CAT”), which provides a repeatable and measurable process for evaluating cybersecurity preparedness and assessing, identifying, and managing material risks from cybersecurity threats. The CAT incorporates cybersecurity-related principles from the FFIEC Information Technology Examination Handbook and regulatory guidance, and concepts from other industry standards, including the National Institute of Standards and Technology Cybersecurity Framework.

  16. Directors Whose Terms Expire in 2026

    The CAT consists of Cybersecurity Inherent Risk Profile and Cybersecurity Maturity. Completing both parts of the CAT allows management and the Board to evaluate whether the Company’s cybersecurity risk and preparedness are aligned. The Cybersecurity Inherent Risk Profile is the level of risk posed to the Company by technologies and connection types, delivery channels, online/mobile products and technology services, organizational characteristics and external threats. Cybersecurity Maturity is designed to help management measure the Company’s level of risk and corresponding controls under the following five domains: (i) Cyber Risk Management and Oversight; (ii) Threat Intelligence and Collaboration; (iii) Cybersecurity Controls; (iv) External Dependency Management; and (v) Cyber Incident Management and Resilience. The Information Security Officer (“ISO”) and the Company’s Information Technology Committee conduct and review the CAT annually to identify changes to the Company’s inherent risk profile; when new threats arise or when considering changes to the business strategy, such as expanding operations, offering new products and services, or entering into new third-party relationships that support critical activities. Consequently, management and the Board can determine whether additional risk management practices or controls are needed to maintain or augment the Company’s cybersecurity maturity. To continually share threat intelligence and increase awareness of cybersecurity trends, the Company has also implemented a Cybersecurity Education and Awareness Program. This program includes the following components: • Mandatory annual cybersecurity employee training; • Training specifically targeted to Senior Management and Information Technology staff; • Bimonthly review of emerging security trends by the Information Technology Committee; • Mandatory annual cybersecurity Board training; • Periodic communication to employees highlighting internal control requirements and information about common threats or fraud schemes; and • Periodic communication with the Bank’s customers highlighting emerging threats and good cybersecurity hygiene. To date, we have not experienced a cybersecurity incident that has materially impacted our business strategy, results of operations, or financial condition. Despite our efforts, there can be no assurance that our cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting our systems and information. We face risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, the result of operations or financial condition. The Company’s Board of Directors recognizes the importance of maintaining the trust and confidence of our customers, employees, and shareholders. The Board of Directors’ responsibilities for cybersecurity risk management and strategy include the following: Engaging management in establishing the Bank’s vision, risk appetite, and overall strategic direction; • Approving plans to ensure the use of the CAT; • Reviewing management’s analysis of the CAT results, inclusive of any reviews or opinions on the results issued by independent risk management or internal audit functions regarding those results; • Reviewing management’s determination of whether the Bank’s cybersecurity preparedness is aligned with its risks; • Reviewing and approving plans to address any risk management or control weaknesses; and • Reviewing the results of management’s ongoing monitoring of the Bank’s exposure to and preparedness for cyber threats. The Company has appointed an ISO, who reports directly to the Audit Committee and shares a co-sourced relationship with an outside consulting firm. The ISO has been with Bank First for over 10 years in various operational and administrative roles. For the past four years, he has served as the Bank’s Enterprise Risk Manager, and as ISO for the past two years. In 2022, he earned the Certified Banking Security Manager certification from SBS Cybersecurity. The ISO works closely with the head of Information Technology to ensure that the Bank’s cybersecurity controls align with established internal culture, Board expectations and risk appetite, and all regulatory requirements. The ISO’s responsibilities include the following: • Developing a plan to conduct and complete the CAT; • Working with the VP-Director of Technology to evaluate the results of the CAT; • Leading employee efforts during the CAT to facilitate timely responses from across the Bank; • Setting the target state of cybersecurity preparedness that best aligns with the Board of Directors’ approved risk appetite; • Reviewing, approving, and supporting plans to address risk management and control weaknesses; • Analyzing and presenting the results of the CAT to the Board of Directors; • Overseeing the performance of ongoing monitoring to remain nimble and agile in addressing evolving areas of cybersecurity risk; and • Overseeing changes to maintain or increase the desired cybersecurity preparedness. Finally, the Company has established an Information Technology Committee to support the ISO in implementing the CAT, document formal action plans to be presented to the Board of Directors, enforce and implement the controls established by the CAT, and ensure employee compliance with internal controls. Board Self-Evaluation The Board undertakes an evaluation process on an annual basis, using an evaluation platform designed by an independent third party. Each director evaluates his or her own performance, as well as the performance of his or her fellow directors. The Governance and Nominating Committee reviews the evaluations, and the aggregated results are shared and discussed by the Board as a whole. The evaluation process improves the overall effectiveness of the Board by identifying its strengths, as well as areas for which additional training may be needed. In 2023, each committee of the Board also engaged in a self-assessment, which evaluated each committee’s performance and identified areas of improvement. Director Independence The Board has evaluated the independence of its directors in accordance with the NASDAQ rules and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Our corporate governance guidelines and principles and the NASDAQ rules require that a majority of the Board be composed of directors who meet the requirements for independence established by these standards. Based on those standards, the Board has determined that Ms. Bourbulas, Ms. Davis, Mr. Gregorski, Ms. Heun, Mr. Johnson, Ms. Kohler, Mr. Maples, Mr. Sachse and Mr. Van Sistine do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of those directors is independent as that term is defined by the NASDAQ rules and applicable rules and regulations of the SEC. The Board has determined that Mr. Ansay, Mr. McFarlane and Mr. Molepske do or did have relationships that may give the appearance of interfering with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of those directors is or was not independent as the term is defined by the NASDAQ rules and applicable rules and regulations of the SEC. Mr. McFarlane and Mr. Molepske are not independent because they are executive officers of the Company and the Bank. Mr. Ansay was not independent because of the Bank’s ownership of Ansay & Associates, LLC. The Board has further determined that each director who serves on the Audit,

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    Compensation, and Governance and Nominating Committees satisfies the independence requirements for such committees in accordance with the NASDAQ rules and applicable rules and regulations of the SEC. Upon the retirement of Mr. Ansay and Mr. Sachse and the election of the director nominees, the Board will contain eight (8) independent directors and two (2) non-independent directors. Director Qualifications We believe our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, government or civic organizations. They should be committed to enhancing shareholder value. They should have sufficient time to carry out their duties and to provide insight and practical wisdom based on their own unique experience. Each director must represent the interests of all shareholders. When considering potential director candidates, our Board of Directors also considers the candidate’s independence, character, judgment, diversity, age, skills, financial literacy, and experience in the context of the Company’s needs and those of our Board of Directors. Our Board of Directors’ priority in selecting board members is identifying individuals who will further the interests of our shareholders through their record of professional and personal experiences and expertise relevant to our growth strategy. The following matrix depicts the diversity of experience of our Board of Directors.

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    | Board Experience Matrix | | | | | | | | | | | | | | | Name | Banking | Real Estate | Finance/ Accounting | IT | Insurance | Marketing | Securities/ Trading | HR | Legal | M&A | Ag | Business/ Operations | ESG | | Bourbulas | X | X | X | | | | X | | | | | X | | | Davis | | | | | | | | | | | | X | | | Gregorski | | X | | | | | | | X | | | X | | | Heun | | | X | | | | | | | | | | | | Johnson | X | | | | X | X | | | | | | X | | | Kohler | | | | | | X | | X | | X | | | X | | Maples | | X | | | | | | | X | | X | X | | | McFarlane | X | | | | | | | | | X | | | | | Molepske | X | X | X | X | | | X | | | X | | X | X | | Van Sistine | X | | | X | | X | | X | | X | | X | |

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    Board Diversity The Company highly values diversity on its Board of Directors. We aim to ensure that the composition of the Board reflects diversity of race, gender, age, geography, education, and work experience. We believe that a diverse board translates to more effective strategic planning, critical decision making, and creative problem solving, resulting in a better return for our shareholders. We are actively working to increase the diversity of our Board, including the number of women and ethnic minorities on the Board. The following matrix depicts the gender and racial diversity of the Board.

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    | Board Diversity Matrix | | | | | | Total Number of Directors | 10 | | | | | Gender: | Male | Female | Non-Binary | Gender Undisclosed | | Number of directors based on gender identity | 6 | 4 | 0 | 0 | | Number of directors who identify any of the categories below: | | | | | | African American or Black | 0 | 0 | | | | Alaskan Native or American Indian | 0 | 0 | | | | Asian | 0 | 0 | | | | Hispanic or Latinx | 0 | 0 | | | | Native Hawaiian or Pacific Islander | 0 | 0 | | | | White | 6 | 4 | | | | Two or More Races or Ethnicities | 0 | 0 | | | | LGBTQ+ | 0 | | | | | Undisclosed | 0 | | | |

  21. Directors Whose Terms Expire in 2026

    Environmental, Social and Governance (ESG) Initiatives Bank First Corporation is committed to operating our business responsibly and believes that our commitment to environmental, social and governance (“ESG”) best practices benefits our business, shareholders, communities, and employees. Environmental Bank First takes pride in its initiatives to reduce our environmental footprint. We have committed significant resources to reducing our carbon footprint in all our branches by using energy-efficient building practices in our newly constructed branches, and by remodeling our existing branches to increase energy efficiency. We consistently use low-E energy efficient windows, LED lighting, state of the art air filtration systems, high efficiency HVAC systems, recycled building materials, office furniture made from recycled materials, and low-flow bathroom fixtures to conserve water. Our operations are also largely paperless, reducing our reliance on trees and paper products. We maximize natural daylight in our new buildings, boosting employee wellness and reducing our reliance on electricity. When possible, we also link our buildings to bike paths and sidewalks, which benefits both our employees and the community. We also have a passionate team of employees on our Corporate Responsibility Committee, a group whose mission is to create solutions and implement environmentally-friendly procedures. Since forming the committee, we have taken many actions to reduce our footprint, some of which include: • Using recycled facility products and donating furniture and other supplies when remodeling or constructing new offices. • Updating our lighting systems to automatically turn off lights when not in use. • Defaulting the printers to print from one-sided to two-sided. • Reducing paper consumption by utilizing iPads for meeting materials. The Bank assisted employees in this initiative by reimbursing individuals 50% of the cost of a new iPad. • Rewarding customers for using e-statements versus paper statements. • Installing water bottle filling units in the branches and providing each employee with a new eco-friendly water bottle to reduce bottled water consumption. • Providing shredding days for our customers. Social “Bank First is a relationship-based bank focused on providing innovative solutions that are value driven to the communities we serve.” This is our promise to our employees, customers, communities, and shareholders. An integral part of this promise is community involvement. Our employees take great pride in serving our communities through volunteering, charitable contributions, education scholarships, and community development initiatives. In 2023, Bank First employees volunteered over 7,241 hours to our surrounding communities. Our culture emphasizes our long-standing dedication to respecting others and having a workforce representative of the communities we serve. Diversity and inclusion are fundamental to our culture. We believe in attracting, retaining and promoting quality talent and recognize that diversity makes us stronger. Our talent acquisition team partners with hiring managers to source and present a diverse slate of qualified candidates to strengthen our organization. As of December 31, 2023, 73% of our employees self-identified as female and 5% self-identified as people of color. Twenty-seven percent (27%) of our Board and 46% of our Senior Management team identified as female. We continue to work on improving the representation of women and people of color across the Company. We believe our employees are our greatest asset and that our future success depends on our ability to attract, retain and develop employees. Bank First’s mission is to help employees grow both personally and within their role by creating employee-centric development plans and giving people the autonomy to succeed while holding them accountable to deliver results. Development plans are focused on career growth, personal development, training, mentoring, and community involvement. Employees are encouraged to further enhance their skills and seek additional training if desired. Bank First also promotes leadership training for its staff, and provides tuition reimbursement for those looking to further their education. We believe Bank First’s development plan process identifies employee strengths and determines where their skills and expertise can be best applied within the organization. Each year, employees are required to complete a thorough self-evaluation where they can address any issues or concerns they have with the position they are currently in. After self-evaluations, a formal review is scheduled between supervisor and subordinate. Employees are encouraged to always raise their hand and let their supervisor know if there is a role in which they would be better suited. Employees can address these concerns at any time throughout the year — not just at review time. In addition, we have a solid internal hiring process. The Bank will always post an open position internally first to allow employees to take on a new role or develop themselves within a different department of the bank. We help cultivate employees’ talent by providing internal mentoring and paying for further education and training opportunities that are most relevant to their career goals. Our Chief Executive Officer truly believes in celebrating the success of our employees, whether they find success within the organization or in a role outside the organization that utilizes their talents and helps them grow. We take pride in our current and former employees’ success and will provide the resources to help people grow whether their long term plans are to stay with the organization or leave for a role more appropriate to their goals. As part of our effort to attract and retain employees, we offer a broad range of benefits, including health, dental and vision insurance, life and disability insurance, cell phone and health club reimbursement, employee assistance program, educational tuition reimbursement, annual clothing allowance, employee referral program, 401(k) retirement plan, profit sharing, flex spending cafeteria plan, and generous paid time off. We believe our compensation package and benefits are competitive with others in the industry. Bank First is a 6-time award winner of the “Best Banks to Work For” by American Banker. The Bank is subject to the Community Reinvestment Act (the “CRA”), under which the appropriate federal banking agency periodically assesses the Bank’s record in meeting the credit needs of the communities it serves, including low and moderate income neighborhoods. The Bank had a rating of “Outstanding” in its most recent CRA evaluation. The Bank has a designated CRA officer who monitors the Bank’s compliance with this regulation. Governance We believe that strong corporate governance and decision making are the foundation of operating responsibly and necessary for creating long-term shareholder value. Our directors are required to complete training on safety and soundness, bank management, and bank regulation on an annual basis, and receive regular training on identity theft, cybersecurity, the Bank Secrecy Act, fair lending, unfair and deceptive trade practices, and Regulation O throughout the year from our Compliance team. Our Governance and Nominating Committee also reviews the Bank’s entire portfolio of policies in detail every year, to ensure that the policies are accurate and that the Bank complies with policy requirements. Code of Business Conduct and Ethics

  22. Directors Whose Terms Expire in 2026

    The Company has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers, and employees. The Code of Business Conduct and Ethics is posted on the Bank’s website, www.bankfirst.com, under the Shareholder Services tab. All directors, officers, and employees are also subject to our Insider Trading Policy, which governs trading of the Company’s securities. This policy can also be found under the Shareholder Services tab of the Bank’s website. COMMITTEES OF THE BOARD OF DIRECTORS The Company has standing Audit, Compensation, and Governance and Nominating Committees of the Board of Directors. Each committee operates under a written charter adopted by the Board of Directors, which is reviewed annually. You may review each of these charters under “Corporate Profile — Governance Documents” on the Shareholder Services section of the Bank’s website at www.bankfirst.com. Meeting Attendance The Board of Directors holds regularly scheduled quarterly meetings for the Company Board and monthly meetings for the Bank Board. Both boards also hold annual organizational meetings and annual shareholder meetings. The Audit Committee meets quarterly. The Compensation Committee meets at least twice yearly, and the Governance and Nominating Committee meets approximately monthly. In 2023, the Company’s Board of Directors held six (6) meetings, and the Board of Directors of the Bank held eleven (11) meetings. All incumbent directors attended at least 75% of the aggregate number of Board meetings and meetings of the committees on which they served. In addition, all incumbent directors who were serving as directors at such time attended last year’s Annual Meeting of Shareholders. We expect, but do not require, directors to attend the Annual Meeting. Board Committee Composition

  23. Directors Whose Terms Expire in 2026

    | | | Director Since | | | | | | Name | Age | | Independent | AC | CC | GN | | Mary-Kay H. Bourbulas | 60 | 2019 | Yes | | | | | Erin A. Davis | 36 | NEW | Yes | | | | | Robert D. Gregorski | 63 | 2010 | Yes | | | | | Judy L. Heun | 58 | 2019 | Yes | | | | | Stephen E. Johnson | 68 | 2020 | Yes | | | | | Laura E. Kohler | 62 | 2022 | Yes | | | | | Phillip R. Maples | 58 | 2021 | Yes | | | | | Timothy J. McFarlane | 57 | 2023 | No | | | | | Michael B. Molepske | 63 | 2009 | No | | | | | Peter J. Van Sistine | 67 | 2018 | Yes | | | |

  24. Directors Whose Terms Expire in 2026

    AC: Audit Committee CC: Compensation Committee GN: Governance & Nominating Committee : Chair : Member All voting members of the above-listed committees are independent directors. Kelly M. Dvorak serves as the non-voting Corporate Secretary for each committee. Audit Committee The purpose of the Audit Committee is to assist the Board of Directors in overseeing the quality and integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; the performance of the Company’s internal audit function and independent auditors; and other financial matters. Among other things, the Audit Committee has the authority to: • retain, evaluate and, as necessary, terminate the Company’s independent auditors;* • review and approve the scope of the annual internal and external audits; • review and pre-approve the engagement of our independent auditors to perform non-audit services and the related fees;* meet independently with our internal auditors, independent auditors, and Senior Management; review the integrity of our financial reporting process; • review our financial statements and disclosures; and • review disclosures from our independent auditors regarding compliance with the independence standards of the American Institute of Certified Public Accountants, SEC, and appropriate banking regulations. * Matters with respect to which the Audit Committee has sole authority to act. The Audit Committee is authorized to obtain advice and assistance from, and receive appropriate funding from the Company for, independent outside legal, accounting, and other professional advisors as the Audit Committee deems appropriate to fulfill its responsibilities. In 2023, our Audit Committee consisted of Judy L. Heun, Stephen E. Johnson and Phillip R. Maples. Each member of the Audit Committee meets the SEC and NASDAQ’s independence requirements. During 2023, the Audit Committee held four (4) meetings. Judy L. Heun served as the Chair of the Audit Committee in 2023. She was designated as the Committee’s financial expert as defined under the SEC rules, and possesses financial sophistication as defined under the NASDAQ rules, based on her extensive experience with financial reporting and analysis. In addition, the Board believes that each member has sufficient knowledge and experience of financial and auditing matters to serve on the Audit Committee. Compensation Committee The Compensation Committee is primarily responsible for administering the Company’s compensation program. Consequently, the Compensation Committee approves all elements of the compensation program including cash compensation, equity compensation, and other benefits. Under the Committee’s charter, its duties include: • overseeing the Company’s compensation philosophy, compensation programs and retirement programs, including making recommendations and proposals concerning employee benefits; • ensuring that a compensation market analysis is completed for the directors and members of Senior Management by a third-party service provider as the Committee deems necessary, but at least every three (3) years, and making recommendations to the Board based on the analysis; • retaining or obtaining the advice of a compensation consultant, legal counsel, or other advisor, as necessary; • overseeing the Company’s regulatory and legal compliance with respect to compensation plans; • determining, or recommending to the Board for determination, the compensation of non-employee directors; • approving the recommended salaries, bonuses and long-term incentive compensation for Senior Management; • approving the recommended salary, bonus, long-term compensation, and other compensation for the named executive officers; and • approving the corporate goals and metrics, profit sharing contribution, retirement plan match, overall salary compensation and overall bonus compensation, for all Company employees on annually. The Committee grants sole discretion for market-based compensation adjustments and long-term incentive stock grants for employees who are not members of Senior Management to the Chief Executive Officer. The Committee also has the authority, in its sole discretion, to select, retain and terminate (and obtain the advice of) any compensation adviser, including but not limited to compensation consultants and outside legal counsel, as necessary to assist with the execution of its duties and responsibilities outlined in the committee charter, but only after taking into consideration all factors relevant to the advisor’s independence from management. In 2023, our Compensation Committee consisted of Robert D. Gregorski, Laura E. Kohler, David R. Sachse, and Peter J. Van Sistine. Each member of the Compensation Committee meets the SEC and NASDAQ independence requirements. During 2023, the Compensation Committee held four (4) meetings. Peter J. Van Sistine served as Chair of the Compensation Committee. Compensation Committee Interlocks and Insider Participation No member of our Compensation Committee (i) is or has ever been an officer or employee of the Company or the Bank, (ii) was, during the last completed fiscal year, a participant in any related party transaction requiring disclosure under “Certain Relationships and Related Party Transactions,” except with respect to loans made to such committee members in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties, or (iii) had, during the last completed fiscal year, any other interlocking relationship requiring disclosure under applicable SEC rules. Governance and Nominating Committee The purpose of the Governance and Nominating Committee is to review candidates for membership on the Board, recommend individuals for nomination to the Board, and prepare and periodically review with the entire Board a list of general criteria for Board nominees. To be considered for nomination to an additional term on the Board, the Committee shall ensure that the individual continues to meet the criteria established for nominees to the Board. The Committee is also charged with overseeing the corporate governance of the Company and the Bank, including reviewing the Company’s Bylaws, reviewing the appropriateness and scope of all Company and Bank policies, and making recommendations concerning policy changes. The primary duties and responsibilities of the Committee include the following, pursuant to its charter: making recommendations to the Board regarding the size and composition of the Board; • establishing and recommending to the Board criteria for the selection of new directors; • identifying and recruiting Board candidates, consistent with criteria approved by the Board; • recommending to the Board candidates for Board membership; • selecting the director nominee(s) for the next Annual Meeting; • determining the appropriate committee structure of the Board; • reviewing all Company and Bank policies requiring Board approval on an annual basis; • making recommendations to the Board concerning policy changes; • conducting the formal performance evaluation of the Chief Executive Officer of the Company and Bank; • overseeing the evaluation of the Board members; • overseeing the corporate governance of the Company and the Bank; • reviewing the Bylaws of the Company and the Bank as necessary; and • ensuring complete and accurate reporting to the SEC and other regulatory bodies as required by law.

  25. Directors Whose Terms Expire in 2026

    The Governance and Nominating Committee will consider nominees recommended by (i) any current director, (ii) the Company’s executive officers, and (iii) any shareholder, provided that such shareholder’s recommendations are made in accordance with the Bylaws. Shareholder nominees that comply with the Bylaws will receive the same consideration as those from other sources. One or more members of the Governance and Nominating Committee will interview the selected nominees and make recommendations to the Board of Directors. Please see “Submission of Shareholder Proposals and Shareholder Communications” on page 45 for more information. When considering and evaluating nominees, the Committee will consider the following factors: • Professional experience and core competencies • Knowledge of the banking and finance industry • Personal, professional, and financial integrity • Ability and willingness to attend Board and committee meetings and actively participate therein • Other board memberships • Community involvement • Any potential conflicts of interest and/or affiliate relationships • Diversity in race, ethnicity, gender, and age • Diversity in geography, professional experience, and industry In 2023, our Governance and Nominating Committee consisted of Mary-Kay H. Bourbulas, Stephen E. Johnson, and Phillip R. Maples. Ms. Bourbulas served as the Chair of the Committee. Each member of the Governance and Nominating Committee meets the SEC and NASDAQ independence requirements. During 2023, the Governance and Nominating Committee held twelve (12) meetings. DIRECTOR COMPENSATION The Board’s philosophy for director compensation is to provide the Company with the best opportunity to compete for, attract, and retain qualified board members, compensate board members fairly and in alignment with shareholder’s interests, and be fiscally responsible for the long-term success and viability of the Company. The Compensation Committee reviews the compensation paid to non-employee directors and named executive officers. Directors’ compensation includes annual retainer fees, chair fees and long-term stock grants (equity ownership). Since the Company’s directors are representing the shareholders, we feel these directors should also be shareholders of the Company. Including equity as part of the annual director compensation package increases the share ownership of directors and increases their stake in the Company. All directors, named executive officers and members of Senior Management are subject to a share ownership requirement. Upon initial election to the Board, all directors must own at least 2,000 shares of Company common stock. Between initial election to the Board and the fifth anniversary thereof, all directors must own a minimum of five times (5x) the director’s annual stock award, or $275,000. The Chief Executive Officer and President must own a minimum of 5,000 shares upon accepting the role of Chief Executive Officer or President, and must increase their ownership to at least two and one-half times (2.5x) the CEO or President’s base salary by their fifth anniversary. Members of Senior Management, including named executive officers, do not have an initial minimum stock ownership requirement, but must own a minimum of one and one-half times (1.5x) his or her base salary in Bank First Corporation stock within five years. All of our directors, named executive officers and members of Senior Management have complied with our stock ownership policy in the 2023 fiscal year. The Compensation Committee evaluates the competitiveness of director compensation on an ongoing basis. It makes pay recommendations to the full Board for approval at least annually, utilizing data from compensation studies, surveys, and proxy disclosures of public peer companies, among other information. At least every three years, a compensation analysis is completed by a third-party independent consultant, specializing in executive and board compensation. The Compensation Committee retained Pearl Meyer to conduct a comprehensive compensation study in 2023, which provided us with director compensation data from our peer group and survey data sources. Upon review of the study results, it was determined that director compensation be adjusted in 2023 to better reflect the Company’s desired market positioning. As such, the annual cash retainer was increased from $10,000 to $25,000, and chair fees were increased to $15,000 annually. The annual stock compensation was unchanged at $55,000, and the Lead Independent Director and Board Chair fee remained at $25,000 annually. All adjustments were made retroactive to March 1, 2023. Below, we summarize the 2023 director fees paid to our non-employee directors. Mr. Molepske and Mr. McFarlane do not receive additional compensation for serving as directors. Compensation Structure for Non-Employee Directors (2023)

  26. Directors Whose Terms Expire in 2026

    | Annual Retainer | $25,000 | | Annual Stock Award | $55,000 | | Annual Board Chair Fee (only paid when Chair is independent) | $25,000 | | Annual Audit Committee Chair Fee | $15,000 | | Annual Compensation Committee Chair Fee | $15,000 | | Annual Governance & Nominating Committee Chair Fee | $15,000 | | Annual Lead Independent Director Fee (only paid when Chair is not independent) | $25,000 |

  27. Directors Whose Terms Expire in 2026

    Fiscal Year 2023 Non-Employee Director Compensation

  28. Directors Whose Terms Expire in 2026

    | Director | Fees Earned or Paid in Cash (a)($) | Dividends (b)($) | Stock Awards (c)($) | All Other Compensation ($) | Total Compensation ($) | | Michael G. Ansay | 25,000 | 745 | 55,077 | 0 | 77,535 | | Mary-Kay H. Bourbulas | 40,000 | 745 | 55,077 | 0 | 92,535 | | Robert D. Gregorski | 25,000 | 745 | 55,077 | 0 | 77,535 | | Judy L. Heun | 40,000 | 745 | 55,077 | 0 | 92,535 | | Robert W. Holmes | 0 | 745 | 55,077 | 0 | 52,535 | | Stephen E. Johnson | 25,000 | 745 | 55,077 | 0 | 77,535 | | Laura E. Kohler | 25,000 | 584 | 55,077 | 0 | 77,374 | | Phillip R. Maples | 25,000 | 745 | 55,077 | 0 | 77,535 | | David R. Sachse | 50,000 | 745 | 55,077 | 0 | 102,535 | | Peter J. Van Sistine | 40,000 | 745 | 55,077 | 0 | 92,535 |

  29. Directors Whose Terms Expire in 2026

    (a) On March 1, 2023, the directors received an annual retainer fee based on their board position and chair roles, if applicable. (b) Reflects dividends paid on unvested stock awards in 2023. (c) On March 1, 2023, the Company granted restricted stock for 2022 board service to its non-employee directors pursuant to the Company’s 2020 Equity Plan (“Equity Plan”). Each director received 687 shares of restricted stock at a fair market value price of $80.17 per share. These restricted shares vest on the one-year anniversary of the grant. Stock award values are computed pursuant to the Equity Plan and based on the targeted value as determined by the Compensation Committee annually. COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis is intended to provide information we believe will help you understand our executive compensation program and decisions as they relate to 2023 compensation for our Chief Executive Officer, Chief Financial Officer, and other named executive officers (“NEOs”) as disclosed in the Summary Compensation Table.

  30. Executive Compensation Components

    Executive Compensation Components We compensate our NEOs through a mix of: • base salary; • performance-based annual cash incentives; • performance-based long-term equity incentive compensation (awarded in the form of restricted stock with a three-year ratable vesting period); and • other benefits and perquisites. We believe the current mix and value of these compensation elements provide our NEOs with total annual compensation that is reasonable and competitive compared to our peers, appropriately reflects the Bank’s performance, and rewards our NEOs for their performance.

  31. Compensation Program Best Practices

    | What We Do | What We Don’t Do | | Pay for Performance: We only pay between target and maximum level incentive payouts when performance expectations are met or exceeded. | No Excessive Perquisites: We do not provide our NEOs with perquisites not also offered to other similarly-situated employees. | | Multi-Year Vesting: Multi-year vesting of restricted stock awards helps attract and retain key officers and creates ownership. | No Short Sales or Hedging: Our insider trading policy prohibits the short sale and hedging of Company stock. | | Independent Compensation Consultant: We retain an independent compensation consultant at least every three years to ensure that our compensation plans are competitive. | No Single-Trigger Change in Control Provisions: Our change in control agreements require both a change in control of the Company and a subsequent termination for an NEO to qualify for a change in control payment. | | Require Stock Ownership: Our NEOs and directors are required to own Company stock to encourage alignment with shareholder interests. | No Tax Gross-Ups: We do not provide our NEOs with tax gross-ups in our compensation plans. | | Metrics and Triggers: We ensure that credit quality and regulatory standing metrics and triggers are met before any bonuses are paid. | No Discretionary Bonuses: No discretionary bonuses are paid to NEOs outside the approved compensation program and schedule. |

  32. Material Components of our Compensation Program

    | Compensation Program Component | Rationale | | Peer Group /Industry Surveys | A comparator peer group of public banks with similar financial performance is used to assess our executive and board compensation packages. The peer group allows us to compare our executive and board compensation programs to competitive market practices. Additionally, we utilize banking industry specific survey data to supplement our peer group assessment of executive and board of director pay. | | Base Salary | While the Bank considers other factors in determining total compensation, base salaries, which have a more immediate impact, must be competitive to attract and retain talent. To reward and retain its top talent, the Bank’s philosophy is for salaries to be based on an individual’s experience and competencies in their role. | | Annual Cash Incentive Plan | The Bank’s annual performance-based bonus program is based on the Bank’s and the executive’s prior year performance. Bonuses are calculated as a percentage of salary, with payout opportunity levels established at target and maximum percentages. The program requires the NEO to meet or exceed annual performance targets, such as return on assets, assets per full-time equivalent employees (“FTE”), and earnings per share, as determined and approved by the Compensation Committee each year. Established “trigger” criteria focusing on credit quality and regulatory standing must be met before any bonuses are paid. The payout opportunity levels are determined and approved by the Compensation Committee. | | Long-Term Incentive Plan | The purpose of the Long-Term Incentive/Equity Plan is to provide financial incentives for selected employees of the Company, thereby promoting long-term growth and financial success by attracting and retaining employees of outstanding ability, strengthening the Company’s capacity to develop, maintain, and direct a competent management team, provide an effective means for selected employees to acquire and maintain ownership of Company stock, motivate employees to achieve long-range performance goals and objectives, and provide incentive compensation opportunities competitive with those of peers. The Company provides long-term incentives in the form of restricted common stock, with a three-year ratable vesting schedule, to encourage retention and ownership. | | Other Benefits and Perquisites | Generally, our NEOs participate in the same benefit plans designed for all our full-time employees. We provide our NEOs with a limited number of perquisites that are reasonable and consistent with our overall compensation program to better enable us to attract and retain qualified executives. |

  33. 2023 Compensation Analysis

    2023 Compensation Analysis The Company engaged Pearl Meyer in 2023 to conduct an analysis of the compensation of the Company’s Board of Directors, executive leadership, and senior leadership. Pearl Meyer is leading advisor to boards of directors and leadership teams in the area of executive compensation consulting and leadership development. The purpose of the Pearl Meyer engagement was to review the competitive positioning of the executive and senior leadership compensation compared to the external market, to provide a market-based framework for managing compensation proactively, and to serve as a basis for discussing potential pay decisions and/or changes to the current compensation structure. The analysis included the selection of the Company’s peer group, as outlined in the table below, and an assessment of the Company’s compensation components compared to survey and peer group proxy data. The analysis found that overall, the Company’s executive pay levels were generally within a market competitive range (defined as +/- 15% of peer group median) on salaries, cash compensation (salary + bonus), and direct compensation (cash compensation + three-year average of equity grants). The assessment also found that the Company’s award opportunity levels under the short and long-term incentive plans are competitive compared to our peer group and industry practices. The Compensation Committee and executive management utilized this report to assist with compensation decisions during 2023 but did not exclusively rely on it.

  34. Peer Group

    Peer Group The peer group developed by the Company in conjunction with Pearl Meyer consists of the twenty (20) banks listed below. The peer group was selected based on national, publicly-traded banks (excluding the coasts) and 2022 year-end asset size. Additionally, we selected financial performance criteria of ROAA greater than or equal to 1.00% as of 2022 year-end, and three-year total return at the time the peer group was compiled of greater than or equal to 10.0%. We also excluded OTC exchange traded banks. When the peer group was compiled, the peer banks were between $3 billion and $8 billion in asset size. As of December 31, 2023, the Company’s assets were approximately $4.2 billion.

  35. Peer Group

    | Peer Group | | | | Nicolet Bankshares, Inc. (NIC) | Stock Yards Bancorp, Inc. (SYBT) | First Mid Bancshares, Inc. (FMBH) | | Lakeland Financial Corporation (LKFN) | City Holding Company (CHCO) | German American Bancorp, Inc. (GABC) | | Triumph Financial, Inc. (TFIN) | HBT Financial, Inc. (HBT) | Mercantile Bank Corporation (MBWM) | | Bridgewater Bancshares, Inc. (BWB) | Southern Missouri Bancorp, Inc. (SMBC) | South Plains Financial, Inc. (SPFI) | | Alerus Financial Corporation (ALRS) | Peoples Financial Services Corp. (PFIS) | West Bancorporation, Inc. (WTBA) | | Civista Bancshares, Inc. (CIVB) | MVB Financial Corp. (MVBF) | Guaranty Bancshares, Inc. (GNTY) | | Farmers & Merchants Bancorp, Inc. (FMAO) | Red River Bancshares, Inc. (RRBI) | |

  36. Annual Cash Incentive Plan

    Annual Cash Incentive Plan We pay annual cash incentive/bonus awards to our NEOs, if performance warrants such awards. Annual incentive awards/bonuses are intended to recognize and reward NEOs who contribute significantly to our performance for the year. The Compensation Committee determines whether such bonuses will be paid for any year and the amount of any bonus paid is based upon annually established formulas and specific performance measures. In 2023, the Company used a performance-based cash incentive plan designed to align executive pay with performance, drive the Company’s strategic goals, and drive superior financial results. The Plan is designed to achieve the following goals and objectives: • Recognize and reward achievement of the Bank’s annual goals critical to driving our long-term strategy. • Motivate and reward superior performance. • Attract and retain the talent needed for the Bank’s success. • Be competitive with the market. • Encourage teamwork and collaboration through shared goals. • Ensure incentives support sound risk management practices.

  37. 2023 Annual Cash Incentive Plan — Earning Opportunities

    2023 Annual Cash Incentive Plan — Earning Opportunities Below, we detail the 2023 earning opportunities as a percent of salary for the NEOs under the performance-based Annual Cash Incentive Plan. As mentioned previously, the 2023 independent compensation consulting assessment found that the Company’s award opportunity levels under both our short and long-term incentive plans were overall competitive compared to our peer group and industry practices.

  38. 2023 Annual Cash Incentive Plan — Earning Opportunities

    | | | 2023 Actual Cash Incentive (as a % of Salary) (a) | 2023 Annual Incentive Plan Earning Opportunity (as a % of Salary) | | | Name | Position | | Target | Maximum | | Michael B. Molepske | Chief Executive Officer | 53.8% | 50% | 75% | | Timothy J. McFarlane | President | 53.8% | 50% | 75% | | Kevin M. LeMahieu | Chief Financial Officer | 43.0% | 40% | 60% | | Joan A. Woldt | Chief Operating Officer | 0 | 0 | 0 | | Jason V. Krepline | Chief Lending Officer | 43.0% | 40% | 60% |

  39. 2023 Annual Cash Incentive Plan — Earning Opportunities

    (a) Bank First’s annual compensation cycle begins on March 15 of each year. The 2023 Actual Cash Incentive as a Percentage of Salary is calculated based on actual salaries earned during the year, which includes the NEOs’ 2022 salary paid from January 1 — March 15, 2023 and their new 2023 salary was paid from March 16 — August 31, 2023. Beginning September 1 — December 31, 2023 the NEO’s salary was adjusted based on a formal compensation study. For purposes of the table above, we illustrate the actual award as a percent of salary using the award earned in relation to the target and maximum award earning potential as a percent of salary. Actual amounts paid are reflected in the Non-Equity Incentive column of the Summary Compensation table.

  40. 2023 Annual Cash Incentive Plan — Metric Performance Calculation and Actual Performance Results

    2023 Annual Cash Incentive Plan — Metric Performance Calculation and Actual Performance Results The annual cash incentive plan is based on the achievement of specific performance measures. The Bank sets target and maximum criteria for each goal and links them to payout levels. The Bank uses a proportional approach to determine the incentive payouts when performance goal results are between target and maximum. If performance is below a threshold level, then no payment is made for the applicable goal. The 2023 annual cash incentive plan was based on achieving the goals as detailed in the tables below. Each goal is assigned a target and maximum level of achievement with a corresponding payout. The Compensation Committee designed the target levels of achievement to be challenging yet reasonably attainable, with maximum awards set at an extremely difficult level of achievement. Levels of achievement for each goal were assessed using a combination of budget, historical performance, peer group performance, and the Company’s forecasted 2023 performance. Triggers and metrics for the year are determined in the first quarter. Each of the three goals is equal in weight as the Committee believes each goal requires a similar focus and is essential in achieving our performance objectives.

  41. 2023 Annual Cash Incentive Plan — Metric Performance Calculation and Actual Performance Results

    | 2023 Annual Incentive Plan Goal | Goal Weighting | Threshold | Target | Maximum | 2023 Actual Performance | | Assets Per FTE | 33% | $10,500,000 | $11,500,000 | $12,500,000 | $10,715,441 | | Earnings Per Share – Consolidated | 34% | $8.38 | $8.78 | $9.18 | $10.11 | | Return on Assets – Consolidated | 33% | 1.93% | 2.187% | 2.43% | 2.55% |

  42. 2023 Annual Cash Incentive Plan — Metric Performance Calculation and Actual Performance Results

    Assets Per Full-Time Equivalent Employee (FTE) measures the Bank’s efficiency. While there are numerous ways to measure efficiency, we focus on Assets Per FTE as it is a simple measure that is easily understood by employees at all levels of the organization. Additionally, it is an objective measure that cannot be easily skewed year-to-year by profitability. We focus on Earnings Per Share (EPS) to measure the value of Bank First. We believe the best measure of an organization’s performance and our success in enhancing shareholder value is long-term growth in EPS. Focusing on Return on Assets ensures we are good stewards of the assets we are entrusted to oversee by our shareholders. The annual incentive plan goals are calculated from the annual budget approved by the Board in December of each year. The Target goal for each metric is taken directly from the budget. The Threshold and Maximum goals for each metric are calculated based upon a spread in each direction, determined by management in conjunction with the Compensation Committee.

  43. Long-Term Incentive Compensation (“Equity Plan”)

    Long-Term Incentive Compensation (“Equity Plan”) We believe that equity grants are appropriate long-term incentives to link pay and performance. The purpose of granting equity is also to attract and retain key officers and to encourage performance by providing an ownership stake in our Company. We continue to review the practice of granting equity awards each year to ensure that this form of incentive compensation will continue to drive our NEOs to achieve our Company’s long-term objectives. In 2023, the Bank continued to use our Equity Plan to align executive pay with performance, drive the Company’s strategic goals, and drive superior financial results. The Equity Plan is designed to support the Company’s pay-for-performance philosophy and reward key executives for creating long-term shareholder value. We believe aligning executives with shareholder interests through performance goals and focusing on shareholder value appreciation is important. Overall, the Equity Plan is designed to meet the objectives as described previously under the “Material Components of Compensation Program” section. The Equity Plan uses restricted stock awards with a three-year ratable vesting schedule. The use of restricted stock, or full-value equity grants, remains appropriate as our equity granting vehicle, as it continues to be very prevalent within the banking industry based on our independent compensation consulting studies and regulatory best practices. The recipients are entitled to receive dividends during their restricted period and have the right to vote such shares of restricted stock. Awards are granted and vest on or around March 1 of each year and the Compensation Committee has discretion to determine the grant and vesting date.

  44. 2023 Equity Plan — Earning Opportunities

    | | | 2023 Actual Equity Award (as a % of Salary) (a) | 2023 Equity Award Earning Opportunity (as a % of Salary) | | | Name | Position | | Target | Maximum | | Michael B. Molepske | Chief Executive Officer | 53.8% | 50% | 75% | | Timothy J. McFarlane | President | 53.8% | 50% | 75% | | Kevin M. LeMahieu | Chief Financial Officer | 43.0% | 40% | 60% | | Joan A. Woldt | Chief Operating Officer | 0 | 0 | 0 | | Jason V. Krepline | Chief Lending Officer | 43.0% | 40% | 60% |

  45. 2023 Equity Plan — Metric Performance Calculation and Actual Performance Results

    2023 Equity Plan — Metric Performance Calculation and Actual Performance Results For 2023, the Equity Plan performance goal criteria mirrored the Annual Cash Incentive Plan design performance criteria. By linking the restricted stock awards and annual cash incentives, we reward NEOs for performance achieved during the prior year while encouraging each individual to have a vested interest in the Company’s future success.

  46. Treatment of Equity Plan Awards Under Termination Events

    Treatment of Equity Plan Awards Under Termination Events The Equity Plan details the treatment of awards under various employment termination events. If a participant terminates their employment or is terminated for cause, they will forfeit their unvested shares. The Compensation Committee has the discretion to accelerate vesting upon the retirement of an NEO. Shares of restricted stock will become immediately vested upon the occurrence of a change of control of the Company. In exchange for shares of restricted stock, all recipients of long-term incentive awards who are employees of the Bank agree to certain restrictive covenants if their employment with the Bank is terminated, including non-solicitation of customers, non-solicitation of employees, and confidentiality.

  47. Incentive Plan Payout Triggers

    Incentive Plan Payout Triggers Below, we summarize the annual cash incentive and long-term incentive plan’s triggers, which must be met before any cash or equity incentive/bonus award is paid. If the criteria below are not met, no incentive awards are paid. We believe these criteria reduce the risk to the Company and ensure that awards are paid only if the Company is in good standing.

  48. Incentive Plan Payout Triggers

    | Incentive Plan Payout Triggers | Criteria | | Non-Performing-Assets to Total Assets — Bank | Must be less than or equal to 2.0% | | Net Promoter Score | Must be 50 or better | | Total Liquidity | Must be 25% or higher | | Regulatory Standing | Bank must be in good regulatory and audit standing | | Employment Status | Employee must be in good standing and actively employed at the time of payout/grant |

  49. Clawback Policy

    Clawback Policy The Bank has a clawback policy, which is compliant with Rule 10D-1 and Nasdaq listing requirements and is triggered in the event of an accounting restatement or by violations of the confidentiality or non-solicitation provisions contained in the restricted stock award agreements signed by all recipients of long-term incentive compensation. Any incentive compensation in the form of cash or BFC common stock is subject to clawback under this policy. The Company believes the clawback policy assists with risk mitigation. The Compensation Committee may determine, in its discretion, whether to seek to recover or cancel any overpayment made in the event of a material inaccuracy in the Company’s financial statements or in the event of a violation of a restrictive covenant.

  50. Change-in-Control Agreements with NEOs

    Change-in-Control Agreements with NEOs The Company implemented change-in-control (“CIC”) agreements for the NEOs in 2022. Pursuant to the CIC agreement, if the executive is terminated without “cause” or resigns for “good reason”, in each case within one year following a “change in control” (as such terms are defined in the agreement), then the executive will receive: (i) a lump sum severance payment equal to a multiple of his base salary (3x, in the case of Mr. Molepske and Mr. McFarlane, or 2x, in the case of the other NEOs); (ii) a lump sum amount equal to the average bonus received by the executive over the previous three years; and (iii) reimbursement of health insurance coverage premiums for a specified period of time (three years, in the case of Mr. Molepske and Mr. McFarlane, or two years, in the case of the other NEOs). In addition, each executive’s outstanding unvested stock awards will become fully vested upon a change in control. See the Potential Payments Upon Termination or Change in Control for additional information.

  51. Compensation Committee Report

    | Name & Principal Position | Year | Salary ($) | Cash Incentives ($) | Stock Awards (b)($) | All Other Compensation (c)($) | Total Compensation ($) | | Michael B. Molepske Chief Executive Officer (Director) | 2023 | 662,259 | 350,615 | 350,664 | 71,107 | 1,434,645 | | | 2022 | 581,521 | 340,403 | 340,561 | 68,990 | 1,331,475 | | | 2021 | 565,032 | 332,200 | 332,254 | 70,132 | 1,299,618 | | Michael P. Dempsey Former President (Former Director) (d) | 2022 | 164,206 | 156,779 | 160,867 | 30,872 | 512,724 | | | 2021 | 355,656 | 156,879 | 156,856 | 33,355 | 702,746 | | Timothy J. McFarlane President (Director) (a) | 2023 | 393,208 | | | 16,610 | 409,818 | | Kevin M. LeMahieu Chief Financial Officer | 2023 | 381,180 | 139,050 | 139,255 | 31,785 | 691,270 | | | 2022 | 307,500 | 135,000 | 135,136 | 31,546 | 609,182 | | | 2021 | 278,531 | 121,600 | 121,693 | 36,614 | 558,438 | | Joan A. Woldt Former Chief Operating Officer (e) | 2023 | 340,586 | 148,345 | 148,395 | 28,671 | 665,997 | | | 2022 | 328,000 | 144,000 | 144,131 | 28,772 | 644,903 | | | 2021 | 294,470 | 192,511 | 64,149 | 29,047 | 580,177 | | Jason V. Krepline Chief Lending Officer | 2023 | 296,408 | 128,274 | 128,432 | 28,820 | 581,934 | | | 2022 | 283,669 | 124,538 | 124,677 | 29,348 | 562,232 | | | 2021 | 275,625 | 121,600 | 121,693 | 29,729 | 548,647 |

  52. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  53. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated future payouts under non-equity incentive plan awards | Estimated future payouts under equity incentive plan awards | All other stock awards (#) (1) | All other option awards (#) | Exercise or base price of options awards ($/share) | Grant date fair value of stock and options awards (2) | | Michael B. Molepske | 3/1/2023 | __ | __ | 4,374 | __ | __ | $350,664 | | Timothy J. McFarlane | 3/1/2023 | __ | __ | __ | __ | __ | __ | | Kevin M. LeMahieu | 3/1/2023 | __ | __ | 1,737 | __ | __ | $139,255 | | Joan A. Woldt | 3/1/2023 | __ | __ | 1,851 | __ | __ | $148,395 | | Jason V. Krepline | 3/1/2023 | __ | __ | 1,602 | __ | __ | $128,432 |

  54. 2023 Grants of Plan-Based Awards

    (1) Represents a restricted stock grant made on March 1, 2023 at the fair value price of $80.17, of which one-third vests on each of the first three anniversaries of the grant. (2) Represents the fair value of the restricted stock on the grant date, calculated in accordance with the Equity Plan and applicable accounting guidance.

  55. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The table below includes the estimated amount of compensation payable to each of the NEOs upon a change in control or termination of employment under certain circumstances as of December 31, 2023. Under the Bank First 2020 Equity Plan, employees shall become fully vested immediately upon the participant’s termination of service due to participant’s death, or if an event constitutes a Change in Control. The following unvested shares would vest upon these qualifying events.

  56. Potential Payments Upon Termination or Change-in-Control

    | NEO | Compensation Salary ($) | Compensation Bonus ($) | Number of Shares (#) | Market Value ($) (a) | | Michael B. Molepske | $2,349,000 | $370,770 | 11,689 | $1,012,969 | | Timothy J. McFarlane | $1,467,000 | $263,105 | 0 | 0 | | Kevin M. LeMahieu | $1,014,000 | $164,094 | 4,527 | $392,310 | | Joan A. Woldt (b) | $685,568 | $140,206 | 4,527 | $392,310 | | Jason V. Krepline | $604,032 | $127,601 | 4,197 | $363,712 |

  57. Potential Payments Upon Termination or Change-in-Control

    (a) The market value of vested stock reflects the number of shares vested multiplied by the December 29, 2023 stock price of $86.66. (b) Upon Joan Woldt’s departure on December 31, 2023, she received a severance payment equal to one year of her then-current salary and vesting of any unvested stock according to its regular vesting schedule.

  58. CEO Pay Ratio

    CEO Pay Ratio Below, we disclose the Company’s CEO Pay Ratio, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K. The SEC rules require that we identify our median employee using a consistently applied compensation measure (“CACM”). We identified the median employee in 2023 by examining the gross pay, excluding the CEO, of all full-time, part-time, temporary and seasonal employees employed as of December 31, 2023. We then determined the annual total compensation of our median employee in a comparable manner to the CEO compensation in the Summary Compensation Table. This information is provided solely for compliance purposes and is not used in other compensation evaluations.

  59. CEO Pay Ratio

    | | Annual Total Compensation | | Mr. Molepske | $1,434,645 | | Median Employee | $53,554 | | CEO Pay Ratio | 27:1 |

  60. Pay Versus Performance

    Pay Versus Performance As required by Section 953(b) of the Dodd-Frank Act and 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of Bank First Corporation.

  61. Pay Versus Performance

    | Year | Summary Compensation Table for PEO (1) | Compensation Actually Paid to PEO | Avg. Summary Compensation Table Total for Non-PEO NEOs (2) | Avg. Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | Net Income (4) | Earnings Per Share | | 2023 | $1,434,645 | $1,516,712 | $587,255 | $596,123 | $139.43 | $102.64 | $74,514,000 | $7.28 | | 2022 | $1,331,475 | $1,593,638 | $582,260 | $701,761 | $147.30 | $89.18 | $45,214,000 | $5.58 | | 2021 | $1,299,618 | $1,392,441 | $597,502 | $622,248 | $113.25 | $113.69 | $45,444,000 | $5.92 |

  62. Pay Versus Performance

    (1) Our Principal Executive Officer (“PEO”) for 2023, 2022, and 2021 was Michael B. Molepske. (2) In 2023, our non-PEO NEOs were Timothy J. McFarlane, Kevin M. LeMahieu, Jason V. Krepline, and Joan A. Woldt. In 2022 and 2021, our non-PEO NEOs were Michael P. Dempsey, Kevin M. LeMahieu, Jason V. Krepline, and Joan A. Woldt. (3) Total shareholder return assumes a hypothetical investment of $100 in common stock on January 1, 2021 with dividends reinvested, and compares the performance of Bank First Corporation common stock to the cumulative total return of the Russell 2000 Index. (4) Net income of the Company as reported in the Consolidated Statements of Income in Bank First Corporation’s Annual Report on Form 10-K filed with the SEC on February 29, 2024.

  63. Adjustments to Determine Compensation Actually Paid to PEO

    Adjustments to Determine Compensation Actually Paid to PEO

  64. Adjustments to Determine Compensation Actually Paid to PEO

    | | 2023 | 2022 | 2021 | | Deduct: Value of Stock Awards included in SCT | $(350,664) | $(340,561) | $(332,254) | | Add: Year End Fair Value of Outstanding & Unvested Equity Awards Granted in Year | $384,168 | $453,040 | $337,867 | | Change in Year End Fair Value of Outstanding & Unvested Equity Awards Compared to Prior Year | $(68,872) | $115,173 | $63,631 | | Add: Vesting Date Fair Value of Equity Awards Granted and Vested in Year | $0 | $0 | $0 | | Change in Vesting Date Fair Value of Vested Equity Awards Compared to Prior Year | $117,435 | $34,511 | $23,579 | | Deduct: Prior Year End Fair Value of Forfeited Equity Awards During the Year | __ | __ | __ | | Total Adjustments | $82,067 | $262,163 | $92,823 |

  65. Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

    Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

  66. Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

    | | 2023 | 2022 | 2021 | | Deduct: Value of Stock Awards included in SCT | $(138,694) | $(141,203) | $(116,098) | | Add: Year End Fair Value of Outstanding & Unvested Equity Awards Granted in Year | $151,946 | $187,839 | $118,040 | | Change in Year End Fair Value of Outstanding & Unvested Equity Awards Compared to Prior Year | $(35,893) | $69,799 | $13,058 | | Add: Vesting Date Fair Value of Equity Awards Granted and Vested in Year | $0 | $0 | $0 | | Change in Vesting Date Fair Value of Vested Equity Awards Compared to Prior Year | $31,509 | $3,066 | $9,746 | | Deduct: Prior Year End Fair Value of Forfeited Equity Awards During the Year | __ | __ | __ | | Total Adjustments | $8,868 | $119,501 | $24,746 |

  67. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description Pursuant to the requirements of Item 402(v), the following graphs reflect the relationships between CAP and the Company’s cumulative Total Shareholder Return, peer group Total Shareholder Return (Russell 2000 Index and NASDAQ Bank Index), the Company’s net income and earnings per share (diluted). Please refer to the Compensation Discussion and Analysis for further discussion of how the Board and the Compensation Committee review and assess the relationship between executive compensation and Company performance. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of our common shares to file initial reports of ownership on Form 3 and reports of ownership changes on Forms 4 and 5 with the SEC. These officers, directors and 10% beneficial owners must also furnish us with copies of all Section 16(a) forms that they file. To our knowledge, based solely on our review of the copies of such forms received by us and written representations from our directors and officers, we believe that all Section 16(a) filing requirements applicable to our officers, directors and 10% beneficial owners have been complied with for the fiscal year ended December 31, 2023. COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of shares of the Company’s common stock as of April 8, 2024, by (i) each director and director nominee of the Company, (ii) each of the named executive officers of the Company, (iii) all directors and named executive officers as a group, and (iv) all shareholders known to us who may be considered a beneficial owner of more than 5% of the outstanding shares of the Company’s common stock. Except as indicated below, the address for each shareholder listed in the table below is: Bank First Corporation, 402 N. 8th Street, Manitowoc, Wisconsin 54220.