Capital Bancorp (CBNK) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Board unanimously recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Proxy materials are available online and by mail, with multiple voting methods offered.

Voting matters and shareholder proposals

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

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

• Ratification of Elliott Davis, PLLC as independent auditor for fiscal year 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 18, 2026.

Board of directors and corporate governance

• Board consists of 13 members divided into three staggered classes.

• Majority of directors are independent under Nasdaq rules; leadership roles are separated between Chairman and CEO.

• Board maintains classified structure and supermajority voting provisions, citing stability and alignment with insider ownership.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Executive, ESG (now merged), and Risk.

• Code of Business Conduct and Ethics and Insider Trading Policy in place, with prohibitions on hedging and pledging.