The Bancorp (TBBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 27, 2026, to be held virtually, with record date April 1, 2026.

• Strong financial performance in 2025: $9.4B in assets, $228M net income, 2.54% ROA, 29% ROE.

• Board and management focused on long-term strategy for revenue expansion and profitability through a fintech ecosystem.

• Stockholder engagement emphasized, with over 90 meetings held in 2025 and regular feedback incorporated.

Voting matters and shareholder proposals

• Proposal 1: Election of 10 director nominees to serve until the 2027 annual meeting.

• Proposal 2: Advisory (non-binding) vote to approve executive compensation for 2025.

• Proposal 3: Advisory (non-binding) ratification of Crowe LLP as independent auditor for 2026.

• Board recommends a vote FOR all proposals.

• Procedures for shareholder proposals and nominations for the 2027 meeting outlined, with deadlines and requirements.

Board of directors and corporate governance

• Board consists of 10 members, 90% independent, with annual elections and majority voting standard.

• Diverse skills and backgrounds, average age 67, average tenure 11 years, 20% women.

• Separate Chair and CEO roles; Chair is independent.

• Five standing committees: Audit, Compensation and Talent, Risk, Nominating and Governance, Executive.

• Annual board and committee self-evaluations, stock ownership guidelines, and clawback policies in place.