The Bancorp (TBBK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, with voting on director elections, executive compensation, and auditor ratification.

• The company reported strong financial performance in 2024, with assets of $8.7B, net income of $218M, and a 27% ROE.

• The board and management emphasize responsible banking, long-term value, and active shareholder engagement.

• Forward-looking statements are subject to risks and uncertainties, with no obligation to update unless required by law.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors, approving executive compensation (say-on-pay), and ratifying Crowe LLP as the independent auditor for 2025.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 16, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of 10 members, with 90% independent and a mix of tenures and expertise.

• Directors serve one-year terms and are elected annually; majority voting standard applies.

• Board committees include Audit, Compensation and Talent, Risk, Nominating and Governance, Executive, and ESG, all with independent members.

• The board chair is independent and separate from the CEO.

• Annual board and committee self-evaluations are conducted to assess effectiveness.