Capital Bancorp (CBNK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, to address director elections, executive compensation, equity plan amendment, and auditor ratification.

• Board unanimously recommends voting in favor of all proposals, emphasizing alignment with stockholder interests.

• Proxy materials and annual report are available online, and stockholders can vote via internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Election of four Class II directors for three-year terms and one Class III director for a one-year term.

• Advisory, non-binding vote on executive compensation (Say-on-Pay).

• Approval sought to amend the 2017 Stock and Incentive Compensation Plan, increasing authorized shares by 520,000.

• Ratification of Elliott Davis, PLLC as independent auditor for fiscal year 2025.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of 12 members divided into three staggered classes; majority are independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Executive, ESG, and Risk.

• Board structure separates CEO and Chairman roles for effective oversight.

• Stock ownership guidelines require significant equity holdings for directors and executives.

• Insider trading policy prohibits short sales, hedging, and pledging of company stock, with limited grandfathered exceptions.