Byline Bancorp (BY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2025, to be held virtually; record date is April 9, 2025.

• Key proposals: election of ten directors, advisory vote on executive compensation, and ratification of Moss Adams LLP as auditor.

• Board recommends voting FOR all proposals.

• Proxy materials are available online, with options to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors for one-year terms, (2) advisory approval of executive compensation, (3) ratification of Moss Adams LLP as independent auditor, and (4) other business as may arise.

• Shareholders of record as of April 9, 2025, are entitled to vote; one vote per share, no cumulative voting.

• Proposals require a majority vote, except directors are elected by plurality.

• Procedures for shareholder proposals and director nominations are detailed, with specific advance notice requirements.

Board of directors and corporate governance

• Board consists of ten members, with annual elections.

• Board leadership includes combined CEO/Chairman roles, a Lead Director, and a focus on diversity (78% overall, 33% gender, 67% race/ethnicity).

• All committees (Audit, Compensation, Governance and Nominating, Risk) are composed of independent directors per NYSE standards.

• Board met six times in 2024; directors attended at least 90% of meetings.

• Stockholder engagement is encouraged, with clear communication channels.