Coastal Financial Corporation (CCB) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 28, 2025, with advance registration required for participation and voting.

• Shareholders will vote on director elections, executive compensation, amendments to the incentive plan and bylaws, and auditor ratification.

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

Voting matters and shareholder proposals

• Four directors are up for election: three for three-year terms and one for a one-year term.

• Advisory vote on executive compensation (say-on-pay) is included.

• Proposal to amend the 2018 Omnibus Incentive Plan to increase authorized shares by 600,000.

• Amendments to bylaws to remove the mandatory retirement age for directors and allow board flexibility in director qualifications.

• Ratification of Moss Adams LLP as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 18, 2025.

Board of directors and corporate governance

• Board consists of 11 members, divided into three classes with staggered terms.

• Majority of directors are independent per Nasdaq standards; CEO and two others are not independent.

• Board committees include Audit, Compensation, Governance & Nominating, and Non-Financial Risk, each with defined responsibilities.

• Board leadership structure separates CEO and Chair roles.

• Governance policies include a code of ethics, insider trading policy, and clawback policy for executive compensation.