Coastal Financial Corporation (CCB) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 27, 2026, with registration required by May 26, 2026.

• Shareholders will vote on director elections, auditor ratification, and executive compensation, with additional business as may arise.

• Proxy materials, including the annual report, are available online, and shareholders are encouraged to vote electronically or by mail.

• As of March 27, 2026, there were 15,233,522 shares outstanding, each with one vote.

Voting matters and shareholder proposals

• Five directors are nominated for election: four for three-year terms and one for a two-year term.

• Shareholders will ratify Baker Tilly US, LLP as the independent auditor for 2026.

• An advisory vote on executive compensation (say-on-pay) will be held.

• Shareholder proposals for the 2027 meeting must be received by December 14, 2026, for inclusion in proxy materials.

• Procedures for director nominations and other business require advance written notice per the bylaws.

Board of directors and corporate governance

• The board consists of twelve members divided into three classes with staggered terms.

• All directors except the CEO, President of CCBX, and a legal partner are independent per Nasdaq standards.

• The board separates the roles of CEO and Chair to reinforce independent oversight.

• Committees include Audit, Compensation, Governance & Nominating, and CCBX Oversight, each with defined charters and responsibilities.

• The company maintains a Code of Ethics, insider trading policy, and a clawback policy for executive compensation.

• Director compensation includes cash and restricted stock, with additional compensation for committee chairs.