FinWise Bancorp (FINW) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for June 26, 2025, with proxy materials primarily distributed electronically to reduce costs and environmental impact.

• Shareholders will vote on electing two Class II directors and ratifying Moss Adams LLP as the independent auditor for 2025.

• The Board unanimously recommends voting for both director nominees and the auditor ratification.

• Only shareholders of record as of April 29, 2025, are eligible to vote, with 13,214,827 shares outstanding.

Voting matters and shareholder proposals

• Two Class II directors, Kent Landvatter and Howard I. Reynolds, are nominated for three-year terms; one Class II seat will remain vacant.

• Shareholders are asked to ratify Moss Adams LLP as the independent auditor for fiscal year 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 30, 2025, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of nine members divided into three classes with staggered three-year terms.

• Seven directors are considered independent under Nasdaq and SEC rules.

• The roles of CEO and Chairman are combined, with a Lead Independent Director providing oversight.

• The Board has standing Audit, Compensation, and Nominating & Corporate Governance Committees, all with independent members.

• Directors are evaluated on ethics, experience, diversity, and independence.