BankFinancial updates executive agreements following merger announcement

Published 14/08/2025, 19:44
BankFinancial updates executive agreements following merger announcement

BankFinancial Corporation (NASDAQ:BFIN), a $146 million market cap financial institution that has maintained dividend payments for 20 consecutive years, announced amendments to the employment agreements of two key executives in connection with its recently signed merger agreement with First Financial Bancorp., according to a statement released in a Securities and Exchange Commission filing. The stock has shown strong momentum with a 10.5% return over the past week.

On Monday, BankFinancial and its subsidiary, BankFinancial, National Association, entered into an Agreement and Plan of Merger with First Financial Bancorp ., the parent company of First Financial Bank. As part of this process, the company amended the employment agreements of F. Morgan Gasior, President and Chief Executive Officer, and Paul A. Cloutier, Chief Financial Officer and Executive Vice President. InvestingPro analysis shows the company currently offers a 3.4% dividend yield and trades at a relatively high P/E multiple of 74.6x.

Under the amended terms, Mr. Gasior’s employment will be terminated without cause upon the closing of the merger, making him eligible for a severance payment as outlined in his agreement. For Mr. Cloutier, the amendment stipulates that he will be entitled to a severance payment if he remains employed through September 30, 2026, unless he has already received a severance payment before that date.

The amendments also specify that severance payments to both executives will be reduced, if necessary, to avoid excess parachute payments under Section 280G of the Internal Revenue Code. Additionally, new non-competition restrictions are included in the updated agreements.

The company noted that the descriptions of the amendments are qualified by reference to the full texts of the agreements, which were filed as exhibits with the SEC.

BankFinancial’s common stock is listed on the NASDAQ Stock Market under the symbol BFIN. The information in this article is based on a press release statement and details disclosed in the company’s recent SEC filing.

In other recent news, First Financial Bancorp has announced its agreement to acquire BankFinancial Corporation in an all-stock transaction valued at approximately $142 million. This deal, which requires regulatory and shareholder approval, is expected to close in the fourth quarter of 2025. Additionally, BankFinancial declared a cash dividend of $0.10 per common share, payable on August 29, 2025, to shareholders of record as of August 15, 2025. The company also appointed Benjamin Mackovak to its audit committee, succeeding Glen Wherfel, who is retiring from board service. BankFinancial further clarified an omission in its proxy statement regarding Wherfel’s continued role on the audit committee until the 2025 Annual Meeting. The current audit committee includes John M. Hausmann, Terry R. Wells, and Glen R. Wherfel, all of whom are independent directors. These developments reflect ongoing changes and strategic decisions within BankFinancial.

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