Capital Bancorp Inc. Announces Annual Meeting of Stockholders

TL;DR

<b>Capital Bancorp Inc. invites stockholders to its Annual Meeting on May 16, 2024, to vote on key corporate matters including director elections and executive compensation.</b>

AI Summary

Capital Bancorp Inc (CBNK) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. Annual Meeting scheduled for May 16, 2024, at 4:00 PM local time in Rockville, Maryland. Stockholders will vote on director nominees, executive compensation advisory resolution, and frequency of executive compensation votes. Elliott Davis, PLLC is proposed for ratification as the independent registered public accounting firm for fiscal year ending December 31, 2024. The Board of Directors unanimously recommends voting 'FOR' all proposals. Proxy materials are being distributed to stockholders for the meeting.

Why It Matters

For investors and stakeholders tracking Capital Bancorp Inc, this filing contains several important signals. The Annual Meeting is a critical forum for shareholders to exercise their voting rights on important corporate governance matters, including the election of directors and executive compensation. The ratification of the independent auditor is essential for maintaining financial transparency and investor confidence in the company's financial reporting.

Risk Assessment

Risk Level: low — Capital Bancorp Inc shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial information or strategic shifts, indicating low immediate risk.

Analyst Insight

Stockholders should review the proxy materials carefully and vote on the proposed items, particularly director nominees and executive compensation, to influence corporate governance.

Key Numbers

• May 16, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders.)
• 4:00 PM — Annual Meeting Time (Time of the Annual Meeting of Stockholders.)
• 2024 — Fiscal Year End (Fiscal year for which the independent auditor is being ratified.)

Key Players & Entities

• Capital Bancorp Inc. (company) — Registrant name and company holding the Annual Meeting.
• Elliott Davis, PLLC (company) — Proposed independent registered public accounting firm.
• Rockville, Maryland (location) — Location of the Annual Meeting and company's business address.
• May 16, 2024 (date) — Date of the Annual Meeting.
• April 2, 2024 (date) — Filing date of the proxy statement.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Conduct of the Annual Meeting [low — operational]: Ensuring the Annual Meeting is conducted smoothly and all procedural requirements are met.

Industry Context

Capital Bancorp Inc. operates within the national commercial banking sector, subject to federal and state regulations.

Regulatory Implications

As a publicly traded company, Capital Bancorp Inc. is subject to the reporting and disclosure requirements of the Securities Exchange Act of 1934.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposals related to executive compensation and vote accordingly.
3. Confirm the ratification of the independent auditor, Elliott Davis, PLLC.

Key Dates

• 2024-05-16: Annual Meeting of Stockholders — Key date for shareholder voting and corporate decisions.
• 2024-04-02: Filing Date — Date the definitive proxy statement was filed with the SEC.

Year-Over-Year Comparison

This filing is a routine proxy statement for the annual meeting and does not appear to represent a significant change from previous filings in terms of content or purpose.

Filing Documents

• cbnk2024proxy.htm (DEF 14A) — 580KB
• capitalbancorplogoa17.jpg (GRAPHIC) — 39KB
• capvnia.jpg (GRAPHIC) — 329KB
• capvtsra.jpg (GRAPHIC) — 317KB
• ebsignaturea01.jpg (GRAPHIC) — 23KB
• pxb22094.jpg (GRAPHIC) — 256KB
• pxi22094.jpg (GRAPHIC) — 143KB
• sjssig.jpg (GRAPHIC) — 26KB
• 0001628280-24-014403.txt (&nbsp;) — 2140KB

Executive Compensation 32

Executive Compensation 32 Pay Versus Performance 35 Certain Relationships and Related Party Transactions 44 Proposal 2 - Non-Binding Advisory Vote to Approve Named Executive Officer Compensation 46 Proposal 3 - Non-Binding Advisory Vote on the Frequency of Future Stockholder Advisory Votes to Approve Named Executive Officer Compensation 47 Proposal 4 - Ratification of the Appointment of Elliott Davis, PLLC as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2024 48 Report of the Audit Committee 49 Annual Report to Stockholders 50 Stockholder Proposals for the 2025 Annual Meeting of Stockholders 50 Other Business 51 Stockholders Sharing the Same Address 52 CAPITAL BANCORP, INC. 2275 Research Blvd., Suite 600 Rockville, Maryland 20850 PROXY STATEMENT GENERAL INFORMATION For the 2024 Annual Meeting of Stockholders To Be Held on May 16, 2024 Our Board of Directors is soliciting proxies to be voted at our 2024 Annual Meeting of Stockholders (the "Annual Meeting") on May 16, 2024, at 400 P.M., local time, to be held at our principal executive offices located at 2275 Research Blvd., Suite 110 - Conference Center, Rockville, Maryland 20850, for the purposes set forth in the attached Notice of Annual Meeting of Stockholders (the "Notice") and in this Proxy Statement. This Proxy Statement and the proxies solicited hereby are being first sent or delivered to stockholders of the Company on or about April 5, 2024. As used in this Proxy Statement, the terms "Company," "we," "us" and "our" refer to Capital Bancorp, Inc., the term "Bank" refers to Capital Bank, N.A. and the terms "Board of Directors" and "Board" refer to the Board of Directors of the Company or the Bank, as the case may be. Questions and Answers about these Proxy Materials and the Annual Meeting Question Why am I receiving these materials Answer Our Board of Directors is making these proxy materials available to you in connection with the Annual Meeting,

Gender Identity Female Male Non- Binary Did not Disclose Gender Female Male Non- Binary Did not Disclose Gender

Part I Gender Identity Female Male Non- Binary Did not Disclose Gender Female Male Non- Binary Did not Disclose Gender Directors 2 8 0 1 1 8 0 1

Demographic Background

Part II Demographic Background African American or Black 0 1 0 0 0 1 0 0 Alaska Native or Native American Asian Hispanic or Latinx Native Hawaiian or Pacific Islander White 2 6 0 0 1 7 0 0 Two or More Races or Ethnicities LGBTQ+ 0 0 Did Not Disclose Demographic Background 2 1 Board Skills and Experience Matrix A summary of the attributes and qualifications of our directors is presented below. Individual Director Characteristics Bailey Barry Bernstein Brannan Browning Lewis Levitt Ratner-Salzberg Schwartz Scully Whalen Skills and Experience AuditFinancial Reporting Corporate Governance Strategic PlanningMA Risk Management Public Company Oversight Financial Services Market Familiarity Real Estate Tenure and Independence Tenure (years) 3 9 12 6 22 1 12 8 22 0 (1) 23 Independence (1) Ms. Scully was appointed to the Board of Directors on July 14, 2023. 8 QUALIFICATIONS OF 2024 DIRECTOR NOMINEES AND CONTINUING DIRECTORS Class I Director Nominees Joshua B. Bernstein Age 61 Mr. Bernstein has served on the Board of Directors of the Company since 2012 and served on the Board of Directors of the Bank from 2007 to 2012. Since 2005, he has been the Chief Executive Officer of Bernstein Management Corporation and the Managing Principal of that company's investment and development affiliates. The Bernstein entities own and manage 90 properties encompassing 5,500 apartments and over 4 million square feet of commercial space in the Washington, D.C. metropolitan area. Mr. Bernstein serves as a director on the Washington Board of Truist Bank and he is a member of the Executive Committee of the Federal City Council. Mr. Bernstein is a past Board Chair of the Meyer Foundation and the Sidwell Friends School, and is President of the Diane and Norman Bernstein Charitable Family Foundation. Mr. Bernstein received a Bachelor of Arts in Economics from Tufts University, magna cum laude, a general course degree from the London School of Economics an

View Full Filing

View this DEF 14A filing on SEC EDGAR