ECB Bancorp (ECBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to elect two directors and ratify the independent auditor; proxy materials are available online to reduce costs.

• Shareholders as of March 27, 2025, are eligible to vote; 9,059,114 shares outstanding, each with one vote, subject to a 10% voting cap unless approved by disinterested directors.

• Voting can be done online, by phone, or mail; ESOP participants can direct voting of allocated shares.

Voting matters and shareholder proposals

• Proposals include electing two directors for three-year terms and ratifying Wolf & Company, P.C. as the independent auditor for 2025.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals for the 2026 meeting must be received by December 12, 2025; nomination and business proposal procedures are detailed in the bylaws.

Board of directors and corporate governance

• Board consists of seven members, with staggered three-year terms; two nominees for election: Dennis J. Leonard (incumbent, Chairman) and Dr. Maura E. Sullivan (new nominee).

• All directors except two are independent; independence reviewed annually, including related party transactions.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent; committee charters and governance documents are available online.

• Board leadership is separated between Chairman and CEO to enhance oversight.

• Code of Ethics and anti-hedging, insider trading, and clawback policies are in place.