Coastal Financial Corp Files Definitive Proxy Statement

TL;DR

<b>Coastal Financial Corp has filed its Definitive Proxy Statement for the period ending December 31, 2023, detailing executive compensation and equity awards.</b>

AI Summary

COASTAL FINANCIAL CORP (CCB) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. Coastal Financial Corp filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024. The filing covers the period ending December 31, 2023. The company is incorporated in Washington (WA). The filing includes data related to equity awards for PEO and Non-PEO members for the years 2021, 2022, and 2023. Coastal Financial Corp is classified under Standard Industrial Classification code 6022 for Commercial Banks.

Why It Matters

For investors and stakeholders tracking COASTAL FINANCIAL CORP, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, equity awards, and other matters to be voted on at the company's shareholder meeting. Understanding the details of equity awards and compensation structures is vital for investors assessing management's alignment with shareholder interests and the company's long-term value creation.

Risk Assessment

Risk Level: low — COASTAL FINANCIAL CORP shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and equity award grants within the DEF 14A to understand management incentives and potential dilution.

Key Numbers

• 2023-12-31 — Reporting Period End Date (Conformed period of report)
• 2024-04-05 — Filing Date (Date the filing was made)
• 0001437958 — CIK (Central Index Key for Coastal Financial Corp)
• 001-38589 — SEC File Number (SEC file number for Coastal Financial Corp)

Key Players & Entities

• COASTAL FINANCIAL CORP (company) — Filer name
• CCB (company) — Ticker symbol
• DEF 14A (regulator) — Filing type
• 2024-04-05 (date) — Filing date
• WA (location) — State of incorporation and business address
• 6022 (other) — Standard Industrial Classification code

FAQ

Industry Context

Coastal Financial Corp operates within the commercial banking sector.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Rule 14a-101 concerning proxy statements.

What Investors Should Do

1. Analyze the executive compensation table for named executive officers.
2. Examine the equity awards granted, vested, and unvested for PEO and Non-PEO members.
3. Review any proposals presented for shareholder vote in the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement, indicating a routine disclosure rather than a change from a previous filing type.

Filing Documents

• ck1437958-20240403.htm (DEF 14A) — 967KB
• ck1437958-20240403_g1.jpg (GRAPHIC) — 28KB
• ck1437958-20240403_g2.jpg (GRAPHIC) — 8KB
• ck1437958-20240403_g3.jpg (GRAPHIC) — 13KB
• ck1437958-20240403_g4.jpg (GRAPHIC) — 119KB
• ck1437958-20240403_g5.jpg (GRAPHIC) — 80KB
• ck1437958-20240403_g6.jpg (GRAPHIC) — 99KB
• ck1437958-20240403_g7.jpg (GRAPHIC) — 49KB
• 0001437958-24-000061.txt (&nbsp;) — 2580KB
• ck1437958-20240403.xsd (EX-101.SCH) — 4KB
• ck1437958-20240403_def.xml (EX-101.DEF) — 4KB
• ck1437958-20240403_lab.xml (EX-101.LAB) — 7KB
• ck1437958-20240403_pre.xml (EX-101.PRE) — 4KB
• ck1437958-20240403_htm.xml (XML) — 127KB

ELECTION OF DIRECTORS

ITEM 1. ELECTION OF DIRECTORS 17 Nominees for Election of Directors: 18 Directors Continuing in Office 20

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

ITEM 2. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION 22

ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF FUTURE VOTES ON EXECUTIVE COMPENSATION

ITEM 3. ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF FUTURE VOTES ON EXECUTIVE COMPENSATION 23

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 4. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 24 Audit and Non-Audit Fees 24 Pre-Approval of Services by Moss Adams LLP 24 Audit Committee Report 25 COMPENSATION DISCUSSION AND ANALYSIS 27 Overview of Compensation Programs 27 Independent Compensation Consultant – Pearl Meyer & Partners LLC ("Pearl Meyer") 29 Peer Group Selection 29 Compensation Mix 30 Base Salaries 31 Executive Incentive Plan 31 2023 Results 33 Retirement/Deferred Compensation Benefits 33 Other Compensation 33 Compensation Committee Report 33 RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 36 Summary Compensation Table 36 All Other Compensation Table 37 Grants of Plan Based Awards in 2023 37 Outstanding Equity Awards at 2023 Fiscal Year End 38 Option Exercises and Stock Vested for 2023 40 Potential Payments Upon Termination or Change in Control 41 Pay Ratio Disclosure 41 Employment and Change in Control Agreements with Named Executive Officers 42 Omnibus Incentive Plan 44 DIRECTOR COMPENSATION 46 Pay Versus Performance 47 Tabular List of Financial Performance Measures 48 STOCK INFORMATION 51 OTHER INFORMATION RELATED TO DIRECTORS AND EXECUTIVE OFFICERS 53 Policies and Procedures for Approval of Related Persons Transactions 53 Transactions with Related Persons 54 Shareholder Communications 54 INFORMATION ABOUT THE ANNUAL MEETING This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors") of Coastal Financial Corporation (which we refer to in this proxy statement as "Coastal Financial," "we," "us," "our," or the "Company") to be used at the 2024 Annual Meeting of Shareholders of the Company (the "annual meeting"). The Company is the holding company for Coastal Community Bank (the "Bank"). Internet Availability of Proxy Materials This proxy statement, proxy card and the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") are available at our corporate website at www.coastalbank.com. You also can obtain copies without charge at the SEC's website at www.sec.gov and may access these materials at https://annualgeneralmeetings.com/ccb2024 . A Notice of Internet Availability of Proxy Materials (the "Notice") regarding this proxy statement is being first mailed to shareholders on or about April 5, 2024, containing instructions on how to access and review this proxy statement and the Annual Report. The Notice also instructs you how you may submit your proxy online or

View Full Filing

View this DEF 14A filing on SEC EDGAR