DEF 14A of Bancorp, Inc., Apr 10, 2025

DEF 14A of Bancorp, Inc.

Filed Apr 10, 2025 · FY20240001104659-25-033739

Open on EDGAR

  1. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | PROXY SUMMARY | 5 | | PROPOSAL 1. ELECTION OF DIRECTORS | 11 | | CORPORATE GOVERNANCE | 19 | | STOCKHOLDER ENGAGEMENT | 24 | | DIRECTOR COMPENSATION | 25 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 26 | | NON-DIRECTOR EXECUTIVE OFFICERS | 27 | | PROPOSAL 2. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION | 31 | | COMPENSATION DISCUSSION AND ANALYSIS | 32 |

  2. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | COMPENSATION AND TALENT COMMITTEE REPORT | 42 | | EXECUTIVE COMPENSATION TABLES | 43 | | STOCK OWNERSHIP AND SECTION 16 COMPLIANCE | 51 | | PROPOSAL 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025 | 53 | | AUDIT COMMITTEE REPORT | 55 | | GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING | 56 | | OTHER MATTERS | 60 | | STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING | 61 |

  3. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 4 | 2025 PROXY STATEMENT | |

  4. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  5. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    PROXY SUMMARY The Board of Directors of the Company (the “Board of Directors” or the “Board”) is using this Proxy Statement to solicit proxies from the holders of its Common Stock for use at the Company’s 2025 Annual Meeting, which is first being sent or made available to stockholders on or about April 11, 2025. This summary highlights certain information contained in this Proxy Statement for the Annual Meeting. It does not contain all of the information stockholders should consider in making a voting decision. We encourage you to read the entire Proxy Statement before you vote. Certain information provided in this Proxy Statement relates to The Bancorp Bank, National Association (“The Bancorp Bank, N.A.,” or the “Bank”), which is a wholly owned subsidiary of the Company. We may refer to the Company and the Bank jointly as “The Bancorp.” Annual Meeting Information

  6. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | MEETING | DATE AND TIME | PLACE | | 2025 Annual Meeting of Stockholders | Wednesday, May 28, 2025 at 10:00 a.m. Eastern Time | Virtual, accessible at https://web.lumiconnect.com/239103630 |

  7. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | EXCHANGE AND TICKER SYMBOL | STATE OF INCORPORATION | RECORD DATE | | Nasdaq Global Select : TBBK | Delaware | Close of business on April 2, 2025 |

  8. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Voting Items and Board Recommendations

  9. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | PROPOSALS | BOARD’S RECOMMENDATION | PAGE | | 1 Election of 10 director nominees to serve until the 2026 annual meeting of stockholders | FOR | 11 | | 2 Advisory (non-binding) approval of named executive officers’ compensation for fiscal year 2024 | FOR | 31 | | 3 Advisory (non-binding) ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2025 | FOR | 53 |

  10. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Casting Your Vote If you are a stockholder of record as of the Record Date, you can vote in one of three ways:

  11. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | | VIA THE INTERNET | BY MAIL | AT ANNUAL MEETING | | Go to www.voteproxy.com. | If you received paper proxy materials, you can vote by written proxy card. Complete, sign, and date your proxy card, and mail it back in the envelope provided. | You can vote electronically during the virtual Annual Meeting by accessing the website https://web.lumiconnect.com/239103630. |

  12. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Please cast your vote as soon as possible. If you vote via the internet or by mail, your vote must be received no later than 11:59 p.m. Eastern Time on May 27, 2025. See “General Information About the 2025 Annual Meeting” for more information on voting your shares.

  13. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  14. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Board of Directors Highlights The Board strives to maintain a highly engaged directorate, with balanced tenure and substantive expertise, that exemplifies the range of skills and backgrounds necessary to effectively oversee the Company’s management team and serve the long-term interests of the Company’s stockholders. Collectively, members of the Board provide a stable leadership structure with a high degree of institutional knowledge and insightful perspectives to oversee our unique market position. Board Structure

  15. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 6 | 2025 PROXY STATEMENT | |

  16. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  17. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Overview of the 10 Director Nominees The following table provides the ages, tenures, independence status under applicable standards of The Nasdaq Stock Market (“Nasdaq”), and current committee membership of the 10 director nominees to be voted upon at the Annual Meeting.

  18. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | COMPENSATION AND TALENT | RISK | NOMINATING AND GOVERNANCE | EXECUTIVE | ESG | | | Dwayne L. Allen | 63 | 2025 | | | | | | | | | | Todd J. Brockman | 59 | 2024 | | | | | | | | | | Matthew N. Cohn | 55 | 1999 | | | | | | | | | | Cheryl D. Creuzot | 65 | 2021 | | | | | | | | | | Hersh Kozlov | 77 | 2014 | | | | | | | | | | Damian M. Kozlowski | 60 | 2016 | | | | | | | | | | William H. Lamb | 85 | 2004 | | | | | | | | | | James J. McEntee III* | 67 | 2000 | | | | | | | | | | Stephanie B. Mudick | 69 | 2019 | | | | | | | | | | Mark E. Tryniski | 64 | 2024 | | | | | | | |

  19. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Chair Member Denotes incumbent Chair of the Board

  20. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  21. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Board Tenure, Composition, and Succession Planning The Company’s Corporate Governance Guidelines highlight the importance of evaluating board composition and director succession. The Nominating and Governance Committee believes it is desirable for the Board to maintain a mix of experienced directors who possess institutional knowledge along with the addition of newer directors who have expertise and experience in other areas identified in the Corporate Governance Guidelines. As appropriate, the Nominating and Governance Committee assesses the experience, skills, and independence of nominees in the context of the current composition and needs of the Board. The Nominating and Governance Committee endeavors to identify nominees that possess a range of backgrounds and business experiences and appropriate skills to complement the existing Board. The charts below summarize the gender, age, tenure, and independence of the 10 director nominees.

  22. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 8 | 2025 PROXY STATEMENT | |

  23. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  24. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Corporate Governance Highlights The Board is committed to maintaining sound and effective corporate governance practices that conform to the highest standards of business ethics and integrity, provide robust oversight of management, and promote the long-term interests of stockholders.

  25. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | BOARD INDEPENDENCE | | Strong, Independent Leadership Structure: We have an independent Board Chair under applicable Nasdaq standards, and our standing committees are led by and composed exclusively of independent directors. | | Substantial Majority of Independent Directors: The Board is composed of a substantial majority of independent directors. All director nominees are considered independent under applicable Nasdaq standards except the Company’s Chief Executive Officer. | | Executive Sessions of Independent Directors: The Board and all Board Committees hold executive sessions without management present. | | BOARD ACCOUNTABILITY | | Annual Elections: All directors must be elected annually with no staggered or multi-year terms. | | Majority Voting Standard: We utilize a majority of votes cast standard for uncontested director elections. | | Actively Engaged Directors: We had approximately 98% Board meeting attendance and 100% committee meeting attendance for director nominees who served on the Board in fiscal year 2024. | | Stock Ownership Requirements and Clawback: We have stock ownership guidelines for our directors and CEO, and an executive compensation clawback policy applicable to all executive officers that provides for the mandatory recovery, in the event of an accounting restatement, of erroneously awarded incentive-based compensation received by executive officers to the extent the compensation was awarded based on the attainment of a financial reporting measure. We also have a general compensation clawback policy applicable to all executive officers and employees with the title of Vice President or above that provides for the discretionary recovery of incentive-based and other compensation, excluding salary, in the event such employee caused or contributed to an accounting restatement or engaged in misconduct. | | Stockholder Engagement and Rights: We have adopted a one-share, one-vote standard, and we proactively engage with stockholders throughout the year. Stockholder feedback is regularly shared with the Board. | | BOARD EFFECTIVENESS | | Annual Evaluations: The Board and its standing Committees conduct an annual self-evaluation to assess effectiveness and identify opportunities for continuous improvement. | | Director Skills and Succession Planning: The Board performs a periodic review of directors’ skill sets and identifies additional skills and experience desired as additional directors are appointed. | | Committee Charters and Corporate Governance Guidelines: Committee charters are typically reviewed annually, in addition to other key documents, such as our Corporate Governance Guidelines, Conflicts of Interest Policy, Insider Trading Policy, and Code of Ethics and Business Conduct. | | Performance Oversight: The Board regularly monitors Company and management performance against strategic agenda benchmarks. | | Regular Board Committee Engagement with Management: Most Board Committees meet regularly and receive reporting from management at various levels. |

  26. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  27. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    2024 Financial Performance Highlights The Bancorp delivered strong growth and increasing levels of profitability in financial results for fiscal year 2024. As of December 31, 2024:

  28. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | $8.7B | $218M | 27% | 2.7% | | Our assets totaled approximately $8.7 billion compared to $7.7 billion in 2023. | We recorded net income of $218 million compared to $192 million in 2023. | We recorded 27% return on equity compared to 26% in 2023. | We recorded 2.7% return on assets compared to 2.6% in 2023. |

  29. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Executive Compensation Highlights Set forth below is a table illustrating key highlights of our compensation practices used to support our business strategies, align with our pay-for-performance philosophy, and exercise strong oversight to mitigate excessive risk-taking.

  30. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | PRACTICES WE EMPLOY: | PRACTICES WE AVOID: | | BALANCED COMPENSATION PHILOSOPHY We have a balanced compensation philosophy, utilizing a mix of cash and equity, short-term and long-term elements, and fixed and variable (at risk) incentives. | NO EMPLOYMENT AGREEMENTS We generally do not enter into employment agreements with our executive officers. | | PAY FOR PERFORMANCE A significant percentage of our executive officers’ total compensation (bonus and equity grants) is discretionary, and awarded based on our performance. | NO GUARANTEED INCENTIVE PAYOUTS We do not provide absolute or guaranteed incentive payouts regardless of performance. | | EXECUTIVES SUBJECT TO CLAWBACK POLICIES Our executive officers are subject to mandatory and discretionary compensation clawback policies. | NO SIGNIFICANT PERQUISITES Our executive officers are entitled to only limited perquisites. | | EVALUATE AND MANAGE RISK The Compensation and Talent Committee reviews incentive compensation programs annually to ensure that our programs do not encourage excessive risk-taking. | NO HEDGING AND PLEDGING We prohibit our employees, executive officers, and directors from engaging in pledging and hedging Company stock and derivatives. | | INDEPENDENT EXPERT ADVICE Pay Governance LLC, an independent advisor free of conflicts of interest, provides the Compensation and Talent Committee with expert executive compensation advice. | NO TAX GROSS-UPS We do not provide our executive officers with tax gross-ups in any of our compensation plans or agreements. | | BENCHMARKING We use an appropriate peer group when establishing executive compensation. | | | STOCKHOLDER ALIGNMENT Our compensation philosophy encourages executive officers to own a meaningful personal stake in the Company. | |

  31. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 10 | 2025 PROXY STATEMENT | |

  32. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  33. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Director Nominees The Board of Directors consists of 10 members. All directors are elected for a term of one year or until their successors are elected and qualified. The Board of Directors, upon the recommendation of its Nominating and Governance Committee, has nominated the individuals listed in the table below for election at the Annual Meeting for a term to expire at the annual meeting to be held in 2026 or until their successors are elected and qualified. The Nominating and Governance Committee identifies and recommends candidates to serve on the Board of Directors. The Board of Directors has not adopted specific minimum qualifications for service on the Board, but rather has established a set of standards for evaluating director nominees as set forth in our Corporate Governance Guidelines, as described in further detail below in the “Director Nomination Selection Process” section. The Board of Directors seeks a mixture of skills that are relevant to the Company’s business as a financial holding company and the business of its subsidiary Bank.

  34. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | NAME | AGE | PRINCIPAL OCCUPATION(S) | INDEPENDENT | DIRECTOR SINCE | | Dwayne L. Allen | 63 | Senior Vice President and Chief Technology Officer, Unisys Corporation | | 2025 | | Todd J. Brockman | 59 | Retired Senior Vice President, Global Head of Issuing Solutions, Visa Inc. & General Manager, Visa DPS | | 2024 | | Matthew N. Cohn | 55 | Chairman, ASI Computer Systems, Inc. & Vice Chairman, Advertising Specialty Institute, Inc. | | 1999 | | Cheryl D. Creuzot | 65 | President Emerita, Wealth Development Strategies, LLC & Wealth Development Strategies Investment Advisory, Inc. | | 2021 | | Hersh Kozlov | 77 | Partner, Duane Morris LLP | | 2014 | | Damian M. Kozlowski | 60 | Chief Executive Officer, The Bancorp, Inc. & President, The Bancorp Bank, N.A. | | 2016 | | William H. Lamb | 85 | Founding Partner, Lamb McErlane PC | | 2004 | | James J. McEntee III* | 67 | Managing Principal, StBWell, LLC & Chief Executive Officer, Launch Two Acquisition Corporation | | 2000 | | Stephanie B. Mudick | 69 | Retired Executive Vice President, JPMorgan Chase & Co. | | 2019 | | Mark E. Tryniski | 64 | Retired President and Chief Executive Officer, Community Bank System, Inc. | | 2024 |

  35. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Denotes Incumbent Chair of the Board

  36. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  37. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Below are additional biographical summaries containing each director nominee’s background, business experience, and principal occupations, as well as a brief explanation regarding each nominee’s attributes that support the conclusion that he or she is qualified to serve on the Board.

  38. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Dwayne L. Allen | | | Director | | | Age: 63 Director Since: 2025 Independent Committees: Risk Other Public Boards: Cross Country Healthcare, Inc. (NASDAQ: CCRN) | Dwayne L. Allen has served as a director of The Bancorp since 2025. Since 2021, Mr. Allen has served as Senior Vice President and Chief Technology Officer at Unisys Corporation (NYSE: UIS), a global information technology services company. Prior to Unisys, Mr. Allen was a Global Digital Strategist at Microsoft Corporation (NASDAQ: MSFT) from 2019 to 2021 and Vice President and Chief Information Officer for Masonite International Corporation from 2017 to 2019. Mr. Allen has also held various other leadership roles in information technology, including Division Chief Information Officer at Cummins Inc. (NYSE: CMI), Vice President of Information Technology at Fifth Third Bancorp (NASDAQ: FITB), and Vice President and Division Chief Information Officer at Wells Fargo & Company (NYSE: WFC). Reason for Nomination: Mr. Allen has over 25 years of senior leadership experience in technology and digital transformation across multiple global industries, including significant expertise with depository financial institutions. |

  39. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Todd J. Brockman | | | Director | | | Age: 59 Director Since: 2024 Independent Committees: Audit Other Public Boards: None | Todd J. Brockman has served as a director of The Bancorp since 2024. From 2010 until his retirement in 2023, Mr. Brockman served in a number of key leadership roles at Visa Inc. (NYSE: V) and its subsidiaries. Specifically, from 2010 to 2023, Mr. Brockman served as General Manager of Visa DPS, one of the largest issuer processors in the world. In 2021, Mr. Brockman was also elevated to Senior Vice President, Global Head of Issuing Solutions for Visa Inc. in addition to serving as General Manager of Visa DPS. Mr. Brockman has also held various other leadership roles in the payments industry, including serving as President of Galileo Processing, Inc. from 2008 to 2010 and Global Head of Prepaid at Visa Inc. from 2001 to 2008. Reason for Nomination: Mr. Brockman has extensive experience as a senior executive in the payments and financial technology industry, including significant expertise relating to payment networks and payment processing capabilities. |

  40. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 12 | 2025 PROXY STATEMENT | |

  41. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  42. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Matthew N. Cohn | | | Director | | | Age: 55 Director Since: 1999 Independent Committees: Audit, Compensation and Talent, ESG (Chair), and Nominating and Governance Other Public Boards: None | Matthew N. Cohn has served as a director of The Bancorp since 1999. Mr. Cohn founded The ASI Show, Inc., a leading producer of trade shows throughout the country, and has served as its Vice Chairman since 1992. In addition, since 1992, Mr. Cohn has been the Chairman of ASI Computer Systems, Inc., and the Vice Chairman of the Advertising Specialty Institute, Inc., a software as a service (“SaaS”) marketplace, technology, and media company. Mr. Cohn is currently the Chair of the Global Mission Board for Breakthrough T1D (formerly JDRF), the world’s largest charitable funder of diabetes research, where he also previously served on its International Talent and Compensation Committee. Mr. Cohn is a former President of the board of directors of the Eastern Pennsylvania chapter of JDRF. Mr. Cohn has served on the international board of directors of the Young Presidents’ Organization (“YPO”), was Chair of YPO’s International Event Committee, and received the YPO’s “Best of the Best” award. Mr. Cohn was the CEO of the Medical Data Institute from 1992 to 1997, as well as a former board member of The Society of Independent Show Organizers and Changing Attitudes, Decisions and Environments for Kids (also known as CADEKids). Reason for Nomination: Mr. Cohn has significant experience in founding, leading, and serving in senior roles in a variety of companies, including mid-sized businesses similar to many of the Bank’s clients. In addition, he has considerable experience with technology-based companies including SaaS and internet marketplace companies serving tens of thousands of businesses. In 2024, Mr. Cohn earned the National Association of Corporate Directors (“NACD”) Directorship Certification, completed the NACD Cyber-Risk Oversight Program, and earned a CERT Certificate in Cybersecurity Oversight, which was developed by NACD, Ridge Global, and the CERT division of the Software Engineering Institute at Carnegie Mellon University. |

  43. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Cheryl D. Creuzot | | | Director | | | Age: 65 Director Since: 2021 Independent Committees: Audit, Nominating and Governance (Chair), and Risk Other Public Boards: None | Cheryl D. Creuzot has served as a director of The Bancorp since 2021. Since 2018, Mrs. Creuzot has served as President Emerita of Wealth Development Strategies, LLC and Wealth Development Strategies Investment Advisory, Inc., firms regulated by the SEC and the Financial Industry Regulatory Authority, where she also served as Principal and Managing Partner from 2000 until 2018. Since October 2022, she has served as a member of the board of directors of VALIC Company I, a mutual fund complex affiliated with Corebridge Financial, Inc. (NYSE: CRBG). Since 2013, Mrs. Creuzot has served on the MD Anderson Cancer Center Board of Visitors where she serves on the President’s Executive Council. She also serves on the board of directors of The Frenchy’s Companies, a family-owned food manufacturing, restaurant, and franchising organization. In 2022, Mrs. Creuzot was appointed as a director of the BeyGood Foundation where she serves on the Finance and Investment Committees. From 2020 to 2024, Mrs. Creuzot served as a Commissioner of The Port of Houston. Additionally, Mrs. Creuzot served on the board of directors of Amegy Bank from January 2021 to October 2021, and served on the board of directors of Unity National Bank from 2008 to 2015, where she chaired the Compliance, Audit, and Investment Committees. She is also a former board member and Vice Chair of the Texas Public Finance Authority, the former Chair of the University of Houston Board of Visitors, and a former board member of the Greater Houston Partnership. Reason for Nomination: Mrs. Creuzot has extensive experience in finance and has held numerous leadership positions in the public and private sectors. She has previously served as a director at other federally insured depository institutions, with specific focus on compliance, audit, and investment matters. Additionally, in 2025, Mrs. Creuzot earned the NACD Directorship Certification. |

  44. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  45. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Hersh Kozlov | | | Director | | | Age: 77 Director Since: 2014 Independent Committees: ESG and Risk Other Public Boards: None | Hersh Kozlov has served as a director of The Bancorp since 2014. He has been a partner at Duane Morris LLP (“Duane Morris”), an international law firm, since 2009 and serves on the governing board of the law firm. Previously, he was a partner at the law firm Wolf, Block, Schorr & Solis-Cohen LLP from 2001 to 2009. Mr. Kozlov previously served as an independent member of the board of directors of vTv Therapeutics, Inc. (Nasdaq: VTVT), a biopharmaceutical company, from September 2019 through February 2024, and also has served on the board of directors of Resource America, Inc., JeffBanks, Inc., TRM Corporation, Hudson United Bank, U.S. Healthcare Life Insurance Company, and Princeton Insurance Company. In addition, Mr. Kozlov was appointed by the President of the United States to be a member of the Advisory Committee for Trade Policy & Negotiations, serving in that role from 2002 to 2004. Reason for Nomination: Mr. Kozlov has extensive legal and business experience resulting from his partnerships at prominent law firms where he represented a variety of entities, including banks, insurance companies, and other financial institutions. He also has experience serving on boards of directors at multiple financial institutions and has substantive experience in all forms of general business matters. |

  46. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Damian M. Kozlowski | | | Director | | | Age: 60 Director Since: 2016 Committees: None Other Public Boards: None | Damian M. Kozlowski has served as CEO and a director of The Bancorp, and as President of the Bank, since 2016. Mr. Kozlowski has more than 25 years of experience as a highly regarded financial services leader. Prior to joining The Bancorp in June 2016, Mr. Kozlowski served as CEO, President, and Director of Modern Bank, N.A. from 2010 to 2016. From 2007 to 2010, Mr. Kozlowski served as Chairman and CEO of Alpha Capital Financing Group, Inc., a private equity firm he founded. From 2000 through 2007, Mr. Kozlowski served in several executive capacities with Citigroup Private Bank as CEO of its Global Private Bank (2005-2007), President of its U.S. Private Bank (2002-2005), Chief Operating Officer and Chief Financial Officer (“CFO”) (2001-2002), and Global Head of Business Development and Strategy (2000-2001). From 1998 to 1999, he was a Managing Director at Bank of America Securities, an investment bank. Mr. Kozlowski holds a Master of Business Administration degree in Finance from the Wharton School of the University of Pennsylvania and Master of Science and Bachelor of Arts degrees from Boston University. Reason for Nomination: Mr. Kozlowski has extensive experience in investment and commercial banking, wealth management, and private equity investment. Additionally, he has held numerous leadership positions in financial institutions, including his tenure with The Bancorp, and has a demonstrated record in improving both financial and regulatory performance. |

  47. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 14 | 2025 PROXY STATEMENT | |

  48. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  49. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | William H. Lamb | | | Director | | | Age: 85 Director Since: 2004 Independent Committees: Compensation and Talent (Chair), Executive, and Nominating and Governance Other Public Boards: None | William H. Lamb has served as a director of The Bancorp since 2004. Mr. Lamb is a founding partner of Lamb McErlane PC, a law firm. From January 2003 through January 2004, Mr. Lamb served as a Justice of the Pennsylvania Supreme Court. Mr. Lamb previously served as director and corporate secretary of JeffBanks, Inc. and Jefferson Bank until their acquisition by Hudson United Bank in 1999. Since 2004, Mr. Lamb has been appointed to the President’s Advisory Committee on the Arts, the Commonwealth of Pennsylvania’s Court of Judicial Discipline, and the Pennsylvania Elections Reform Task Force. Mr. Lamb also served as President Judge of the Pennsylvania Court of Judicial Discipline and on the Chester County Boy Scout Council. Reason for Nomination: Mr. Lamb has nearly fifty years of extensive experience as a director of public bank holding companies. Additionally, he has significant legal experience with respect to business and financial matters. |

  50. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | James J. McEntee III | | | Director and Chair of the Board | | | Age: 67 Director Since: 2000 Independent Committees: Executive (Chair) Other Public Boards: Launch Two Acquisition Corporation (NASDAQ: LPBBU) | James J. McEntee III has served as Chair of the Board of The Bancorp since November 2021 and has served as a director of The Bancorp since 2000. Mr. McEntee has served as the Managing Principal of StBWell, LLC, an owner and operator of real estate since June 2010. In addition, since October 2024, he has served as Chairman and Chief Executive Officer of Launch Two Acquisition Corporation (NASDAQ: LPBBU), a special purpose acquisition company. From July 2016 to December 2022, Mr. McEntee served in a variety of senior executive roles, including as President and CFO, for a series of FinTech Acquisition special purpose acquisition companies, known as FinTech Acquisition Corp. and FinTech Acquisition Corp. II through FinTech Acquisition Corp. VI. In addition, Mr. McEntee was the CEO of Alesco Financial, Inc. from its incorporation in 2006 until its merger with Cohen & Company Inc. in December 2009, the Chief Operating Officer of Cohen & Company Inc. from March 2003 until December 2009, a managing director of Cohen & Company Inc., and the Vice-Chairman and Co-Chief Operating Officer of JVB Financial from December 2009 until October 2013. He was also a director of T-Rex Group, Inc., a provider of risk analytics software for investors in renewable energy, from November 2014 until January 2018. From 1990 through 1999 and 2000 to 2004, Mr. McEntee was a stockholder and of counsel, respectively, at Lamb McErlane PC. Mr. McEntee was previously a director of Pegasus Communications Corporation, a publicly held provider of communications and other services, and of several other private companies. Mr. McEntee served as a director of The Chester Fund, a nonprofit organization, from 2008 to June 2020, and served as its Chairman from July 2012 to January 2018. Reason for Nomination: Mr. McEntee has extensive experience in corporate law and financial institution management, as well as significant managerial experience in real estate, investments, and capital markets operations. |

  51. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  52. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Stephanie B. Mudick | | | Director | | | Age: 69 Director Since: 2019 Independent Committees: ESG, Executive, and Risk (Chair) Other Public Boards: None | Stephanie B. Mudick has served as a director of The Bancorp since 2019. Ms. Mudick was Executive Vice President at JPMorgan Chase & Co. (NYSE: JPM) from 2008 through her retirement in 2018, where she also served as Head of Regulatory Strategy from 2010 through 2018. In that capacity, she managed the firm’s global regulatory agenda across all businesses and products. During this period, Ms. Mudick designed and drove the execution of that firm’s most significant regulatory deliverables, was central to the design and development of controls infrastructure, and managed conflicts of interest governance. From 2005 through 2007, she was Executive Vice President, Chief Administrative Officer, and Head of Consumer Operations of the Global Consumer Group at Citigroup, Inc. (NYSE: C), a business providing a wide array of banking, lending, insurance, and investment services to individual and small business consumers in over 50 countries. From 1993 to 2005, Ms. Mudick served in various roles in Citigroup, Inc.’s legal department, including Co-General Counsel and Corporate Secretary. At both JPMorgan Chase & Co. and Citigroup, Inc., Ms. Mudick served on senior management committees and regularly engaged with and advised their respective boards of directors and board committees. Ms. Mudick recently served on the board of directors of PacWest Bancorp from August 2022 until its merger with Banc of California, Inc. (NASDAQ: BANC) in 2023. She also serves on several not-for-profit boards, including HIAS and The Institute for International Education. Reason for Nomination: Ms. Mudick has extensive experience in bank regulatory matters as a senior regulatory officer and general counsel in major global banks and bank holding companies. She has extensive experience in consumer financial products, complementing her regulatory expertise with product expertise. |

  53. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Mark E. Tryniski | | | Director | | | Age: 64 Director Since: 2024 Independent Committees: Audit (Chair) and Compensation and Talent Other Public Boards: None | Mark E. Tryniski has served as a director of The Bancorp since 2024. Mr. Tryniski previously served as the President and Chief Executive Officer of Community Bank System, Inc. (NYSE: CBU), a financial holding company which provides community banking, employee benefits, wealth management, and insurance services, from August 2006 until his retirement at the end of December 2023. Following his retirement from Community Bank System, Inc., he continued to serve on its board of directors until May 2024, concluding his service on that board of directors which first began in 2006. Prior to serving as President and Chief Executive Officer of Community Bank System, Inc., from 2003 to 2006, Mr. Tryniski also held the positions of Chief Operating Officer and Chief Financial Officer. Prior to that time, Mr. Tryniski was a partner at PricewaterhouseCoopers LLP, where he gained a broad array of experience in numerous industries, including extensive experience in financial services. Mr. Tryniski has served on the board of directors of Pursuit BDC (formerly New York Business Development Corporation) since 2010 and also previously served on the board of directors of the New York Bankers Association for over fifteen years. From 2007 through 2022, Mr. Tryniski also served for fifteen years as a director of CONMED Corporation (NYSE: CNMD), a medical technology company, serving as the Chairman of the board of directors from 2014 to 2020. Reason for Nomination: Mr. Tryniski has significant experience regarding community banking and publicly traded companies which complements his extensive experience in finance, accounting, risk management, banking regulations, and corporate governance. |

  54. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 16 | 2025 PROXY STATEMENT | |

  55. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  56. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Director Skills and Experience Our Board believes that a range of differences in viewpoints, backgrounds, skills, expertise, and experiences is an important factor in Board oversight and considers this information when evaluating Board composition. As shown in the below matrix, our director nominees have a set of skills and experience that we believe are relevant to the Company’s long-term strategy and success. Because the skills and experience matrix that follows is a summary, it does not include all of the qualifications, skills, attributes, and experiences that each director offers.

  57. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | SKILLS & EXPERIENCE | | ALLEN | BROCKMAN | COHN | CREUZOT | KOZLOV | KOZLOWSKI | LAMB | MCENTEE | MUDICK | TRYNISKI | | | BANKING AND FINANCIAL INDUSTRY Skill and experience in banking or the financial industry, with a practical understanding of banking-related protocols in connection with financials, credit, internal operations, and regulatory controls and requirements. | | | | | | | | | | | | | PAYMENTS, FINTECHS, AND EMERGING OPPORTUNITIES Skill and experience in the payments and/or fintech marketplace, and emerging opportunities within banking and financial institutions. | | | | | | | | | | | | | DIGITAL TECHNOLOGY Skill and experience in using and implementing state-of-the-art technologies and methodologies, especially in the digital environment. | | | | | | | | | | | | | FINANCE AND ACCOUNTING Skill and experience related to understanding capital structures, financing, and investing activities, as well as financial reporting and internal controls. | | | | | | | | | | | | | SENIOR LEADERSHIP Senior leadership skills and experience in public companies or any other private or non-profit corporate organizations, along with a well-developed understanding of corporate governance practices, internal corporate controls, and best practices as well as experience in human resources management. | | | | | | | | | | | | | RISK MANAGEMENT Skill and experience related to identifying, evaluating, and mitigating threats and other risks to complex organizations. | | | | | | | | | | | | | MARKETING Skill and experience in developing strategies to grow sales and market share through business development strategies, especially B2B strategies, as well as other brand and business development strategies. | | | | | | | | | | | | | LEGAL AND REGULATORY Skill and experience working within organizations with complex legal issues and regulatory obligations as well as skill and experience in compliance and governmental relations. | | | | | | | | | | | | | STRATEGIC PLANNING AND DEVELOPMENT Skill and experience in mergers, acquisitions, and divestitures in the financial services industry, including experience navigating nascent companies and issues as well as skill in developing long-term strategic plans. | | | | | | | | | | |

  58. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  59. STANDARD FOR ELECTION OF DIRECTORS

    STANDARD FOR ELECTION OF DIRECTORS In uncontested elections, or an election in which the number of nominees does not exceed the number of directors to be elected, director nominees receiving a majority of the votes cast will be elected. If an incumbent director fails to receive the required number of votes in an uncontested election, the director will tender his or her resignation to the Chair of the Board and the Nominating and Governance Committee for consideration. The Nominating and Governance Committee must consider any such resignation offer and, within 90 days following the certification of the stockholder vote, make a recommendation to the Board of Directors as to whether the director should serve. The Board of Directors must take action on the Nominating and Governance Committee’s recommendation within a reasonable period of time following the certification of the stockholder vote, and the Company must publicly disclose the Board’s decision. In contested elections, director nominees will be elected by the vote of a plurality of the votes cast. If any nominee for director who is not an incumbent fails to receive a majority of votes cast in an uncontested election at a meeting of stockholders duly called and at which a quorum is present, such nominee will not be elected and will not take office. All director nominees are incumbents and previously served on the Board of Directors. If an incumbent director’s offer of resignation is accepted by the Board of Directors, or if a non-incumbent nominee for director is not elected, the Board of Directors may fill any resulting vacancy or may decrease the size of the Board of Directors pursuant to the Company’s Amended and Restated Bylaws (“Bylaws”). It is the intention of the persons named in the proxy, in the absence of a contrary direction, to vote “FOR” the election of each director nominee. Should any of the director nominees become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other person as the Nominating and Governance Committee of the Board of Directors may recommend. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. Each director nominee has indicated their willingness to serve on our Board, and the Board of Directors knows of no reason why any of the nominees might be unable or refuse to accept nomination or election.

  60. STANDARD FOR ELECTION OF DIRECTORS

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE. |

  61. STANDARD FOR ELECTION OF DIRECTORS

    | 18 | 2025 PROXY STATEMENT | |

  62. STANDARD FOR ELECTION OF DIRECTORS

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  63. STANDARD FOR ELECTION OF DIRECTORS

    CORPORATE GOVERNANCE

  64. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table provides information concerning the compensation of the Company’s independent directors for 2024. The compensation of Mr. Kozlowski, the CEO of the Company and the President of the Bank, is not discussed in the Director Compensation Table; rather, his compensation is discussed in the Compensation Discussion and Analysis section given that Mr. Kozlowski is a named executive officer. Mr. Kozlowski does not receive any additional compensation for serving as a member of the Board of Directors. Each independent director receives an annual cash retainer of $75,000 and additional fees for serving on committees as follows: ■ The Chair of the Audit Committee receives $10,000 annually; ■ Chairs of other committees receive $5,000 annually; ■ Audit Committee members receive $5,000 annually; ■ Other committee members receive $2,500 annually for each committee on which they serve; and ■ Additionally, except for committee-related fees, directors may elect to take some or all of their annual cash compensation amounts in the form of stock awards. The non-executive Board Chair receives an additional $70,000 per year. In addition to the $75,000 retainer, the committee-related fees, and Board Chair fees described above, the Compensation and Talent Committee annually grants equity in the form of restricted stock units (“RSUs”) with a grant date market value of $90,000 to each independent director elected to the Board at the annual stockholder meeting in order to align the directors’ interests with other stockholders. Directors who join the Board subsequent to the annual stockholder meeting are given a pro-rata portion of the annual cash retainer and additional fees noted above, as applicable, but do not receive a pro-rata portion of the annual equity grant.

  65. DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Michael J. Bradley(2) | 64,792 | 90,000 | 154,792 | | Todd J. Brockman | 18,750 | — | 18,750 | | Matthew N. Cohn | 82,383 | 90,000 | 172,383 | | Cheryl D. Creuzot | 86,875 | 90,000 | 176,875 | | John M. Eggemeyer(3) | 2,083 | — | 2,083 | | Hersh Kozlov(4) | 35,208 | 165,000 | 200,208 | | William H. Lamb | 83,124 | 90,000 | 173,124 | | James J. McEntee III | 77,917 | 165,000 | 242,917 | | Daniela A. Mielke(5) | 73,556 | 90,000 | 163,556 | | Stephanie B. Mudick | 10,000 | 165,000 | 175,000 | | Mark E. Tryniski | 7,083 | 165,000 | 172,083 |

  66. DIRECTOR COMPENSATION TABLE

    (1) The values shown for stock awards in the Director Compensation Table reflect the grant date fair value of $32.32, which was the closing price of the Company’s stock on the RSU grant date, May 30, 2024. All values are calculated in accordance with FASB ASC Topic 718. Upon their election to the Board in May 2024, Mr. Kozlov, Mr. McEntee, Ms. Mudick, and Mr. Tryniski elected to take all of their annual cash retainer in the form of stock awards. (2) Mr. Bradley retired from his role as a director of the Board effective September 30, 2024. (3) Mr. Eggemeyer’s stock awards and other compensation were paid to Castle Creek Advisors IV LLC, the fund with which he is affiliated. Mr. Eggemeyer did not stand for reelection at the 2024 annual meeting of stockholders held on May 29, 2024. (4) Upon his election to the Board in May 2023, Mr. Kozlov elected to take his annual retainer in cash and a portion of that annual retainer was paid to Mr. Kozlov in 2024. Ms. Mielke resigned from her role as a director of the Board effective November 10, 2024, resulting in forfeiture of her May 30, 2024 RSU award.

  67. DIRECTOR COMPENSATION TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  68. DIRECTOR COMPENSATION TABLE

    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The Board of Directors has adopted a written Related Party Transactions Policy (the “RPT Policy”) regarding the review and approval, ratification or rejection of any “related party transactions,” or any transaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which (i) the Company or any of its subsidiaries, was, is, or will be a participant, (ii) the amount of the transaction(s) exceeds $120,000, and (iii) in which a “related party” has or will have a direct or indirect material interest. Pursuant to the RPT Policy, all related party transactions, other than those falling into certain exempt categories because they do not present a direct or indirect material interest on the part of the related party, are presented to the Audit Committee for approval, ratification, or rejection. The Audit Committee may take into consideration any facts and circumstances it deems relevant in taking formal action to approve, ratify, or reject the related party transaction, including the nature of the related party’s relationship to the Company, the material facts of the proposed transaction, and whether the transaction would impact the judgment of a director or executive officer or their ability to act in the best interest of the Company. The Bank has entered into a small number of lending-related transactions or other financial services transactions in the ordinary course of business with directors, executive officers, principal stockholders, and affiliates of such persons. All loans were made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to the lender. As of December 31, 2024, these loans were current as to principal and interest payments and did not involve more than normal risk of collectability or present other unfavorable features. As of December 31, 2024, outstanding loan balances for such related parties amounted to $6.9 million. Lending transactions and other financial services of this nature that are made in compliance with applicable law, including Regulation O of the Federal Reserve Board, do not require Audit Committee approval under the RPT Policy because they do not present a direct or indirect material interest on the part of the related parties involved. Mr. Hersh Kozlov, a director of the Company, is a partner at Duane Morris. The Company paid Duane Morris approximately $4,800 in 2024 for various legal services. These engagements had a de minimis impact on Duane Morris, Mr. Kozlov did not have a material interest in these engagements, and the Company’s relationship with Duane Morris is not attributable to Mr. Kozlov. Although we do not consider this to be a related party transaction within the meaning of applicable SEC rules, we are providing this information in the interest of transparency. As stated above, the Board has determined that the limited engagement of Duane Morris would not interfere with Mr. Kozlov’s exercise of independent judgment in carrying out his responsibilities as a director.

  69. DIRECTOR COMPENSATION TABLE

    | 26 | 2025 PROXY STATEMENT | |

  70. DIRECTOR COMPENSATION TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  71. DIRECTOR COMPENSATION TABLE

    NON-DIRECTOR EXECUTIVE OFFICERS Set forth below is information regarding the background of each of the Company’s executive officers who is not also a director. Background information for Mr. Kozlowski, the only executive officer who is a director nominee, can be found above under “Proposal 1. Election of Directors.”

  72. DIRECTOR COMPENSATION TABLE

    | Erika Caesar | | | Executive Vice President, General Counsel and Corporate Secretary | | | | Erika Caesar, age 41, has served as General Counsel for The Bancorp since January 2025 and Corporate Secretary since March 2025. From October 2017 to January 2025, Ms. Caesar served as Assistant General Counsel for The Bancorp, advising on a wide range of legal, regulatory, strategic, and corporate governance matters. From 2019 to 2023, Ms. Caesar held the additional role of Chief Diversity Officer. From 2014 to 2017, Ms. Caesar was an associate in the national law firm Ballard Spahr LLP where she represented parties in complex corporate governance and commercial disputes. From 2008 to 2014, Ms. Caesar was an associate with Young Conaway Stargatt & Taylor, LLP, a prominent Delaware law firm, and handled broad-based commercial litigation matters. Ms. Caesar also has served as a Co-Chair of the Corporate and Securities Practice Area Network for the Association of Corporate Counsel’s Greater Philadelphia Chapter, Commissioner on the Delaware State Human Relations Commission, and Lecturer-in-Law at University of Pennsylvania Law School. |

  73. DIRECTOR COMPENSATION TABLE

    | Mark Connolly | | | Executive Vice President, Head of Credit Markets | | | | Mark Connolly, age 57, joined The Bancorp in June 2016 and has served as Head of Credit Markets since February 2017 and Chief Credit Officer since December 2019. From 2013 to 2015, Mr. Connolly held a variety of senior management roles, including CFO, Head of Operations, and Head of Financial Services, at Tresata, Inc., a data analytics software company. Previously, from 2010 to 2012, Mr. Connolly served as Managing Director, Private Bank Head of Products, which included U.S. Lending, Mortgages, Banking, and Trust Services, at Morgan Stanley Wealth Management. Additionally, Mr. Connolly served as the Co-CEO/Chief Operating Officer of the U.S. Private Bank at Citi Global Wealth Management from 2009 to 2010 and served as the Head of U.S. Lending, Mortgages, Banking, and Trust Services at Citi Global Wealth Management from 2005 to 2010. Before joining Citigroup, Mr. Connolly also held a senior management position within Bank of America’s Corporate and Investment Bank from 1998 to 2005. |

  74. DIRECTOR COMPENSATION TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  75. DIRECTOR COMPENSATION TABLE

    | Olek DeRowe | | | Executive Vice President, Head of Commercial Real Estate | | | | Olek DeRowe, age 45, serves as Head of Commercial Real Estate for The Bancorp and has led the Real Estate Bridge Lending business line since September 2020. Mr. DeRowe has served in other capacities at The Bancorp since May 2015, including Real Estate Capital Markets Manager. Mr. DeRowe has over 20 years of experience in the commercial real estate finance industry from pricing, structuring, and distribution of commercial mortgage loans to brokerage and consulting. Prior to joining The Bancorp, Mr. DeRowe held various roles within the commercial real estate finance industry, including senior positions at Capmark Finance (formerly GMAC Commercial Mortgage), CWCapital, Amherst Securities, and Rainieri Partners. |

  76. DIRECTOR COMPENSATION TABLE

    | Martin Egan | | | Managing Director, Interim Chief Financial Officer and Chief Accounting Officer | | | | Martin Egan, age 57, has served as Interim CFO and Chief Accounting Officer for The Bancorp since March 2025. Mr. Egan joined The Bancorp in 2000 and has over 30 years of banking experience. For the five years preceding his current role, Mr. Egan served as The Bancorp’s Chief Accounting Officer. Prior to joining The Bancorp, Mr. Egan served as controller for Jefferson Bank from 1994 through 2000. Mr. Egan holds a Bachelor of Science degree in Business Administration and Accounting from Shippensburg University of Pennsylvania. |

  77. DIRECTOR COMPENSATION TABLE

    | Gregor Garry | | | Executive Vice President, Chief Operating Officer | | | | Gregor Garry, age 41, has served as Chief Operating Officer for The Bancorp since July 2019. He has also served as the organization’s Deputy Chief Operating Officer, Chief Risk Officer, Chief Audit Executive, and Vice President of Internal Audit since joining The Bancorp in October 2014. From December 2009 to October 2014, he served as the Internal Audit Manager and in other capacities for The First National Bank in Sioux Falls, South Dakota. From July 2007 to December 2009, Mr. Garry was a Senior Management Consultant for Milo Belle Consultants. Mr. Garry is a Certified Internal Auditor, a Certified Fiduciary and Investment Risk Specialist, and holds a certification in Risk Management Assurance. |

  78. DIRECTOR COMPENSATION TABLE

    | 28 | 2025 PROXY STATEMENT | |

  79. DIRECTOR COMPENSATION TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  80. DIRECTOR COMPENSATION TABLE

    | Ryan Harris | | | Executive Vice President, Head of Fintech Solutions | | | | Ryan Harris, age 47, has served as the Head of Fintech Solutions for The Bancorp since November 2019, and as Co-Head of Fintech Solutions from November 2018 to November 2019. Prior to serving in these capacities, Mr. Harris served as the Head of Business Development for The Bancorp’s Payment Solutions Group from December 2007 to November 2018. From January 2006 to November 2007, he served as Senior Vice President of Business Development for the payment systems division of BankFirst, a subsidiary of Marshall BankFirst Corporation. From January 1999 to December 2005, Mr. Harris served in various capacities for both the credit card and prepaid card divisions of BankFirst. Mr. Harris started his career working in the credit card operations division for Citibank (South Dakota), N.A. in 1997. |

  81. DIRECTOR COMPENSATION TABLE

    | John Leto | | | Executive Vice President, Head of Institutional Banking | | | | John Leto, age 61, has served as Head of Institutional Banking for The Bancorp since January 2019, and he also served as Chief Administrative Officer at The Bancorp from July 2016 to December 2018. From June 2012 to June 2016, he served as Senior Vice President and Head of National Sales of Wealth Management at TD Bank, where he managed the sales expansion strategy throughout the U.S. From December 2009 to April 2012, he was President and CEO of Standard Chartered Americas Private Bank, where he also served as Chairman, President and CEO of StanChart Securities International. From June 2007 to November 2009, Mr. Leto was Founder and Partner of Alpha Capital Financing Group, Inc. From July 1995 to April 2007, he held several senior management roles at Citigroup, where he served as Citi Private Bank’s Chief Administrative Officer with responsibility for the U.S., Latin America, Asia, Europe, and the Middle East. |

  82. DIRECTOR COMPENSATION TABLE

    | Jeff Nager | | | Executive Vice President, Head of Commercial Lending | | | | Jeff Nager, age 52, has served as Head of Commercial Lending for The Bancorp since January 2019 and leads the Small Business Lending and Commercial Fleet Leasing Teams. He has more than 25 years of experience in small business lending. From June 2016 to January 2019, he served as The Bancorp’s Head of Small Business Lending. He served as the Division Manager of the Small Business Administration (“SBA”) Lending Team at SunTrust Bank from April 2010 through June 2016. He was Regional Sales Manager at Wells Fargo SBA from January 2009 through March 2010 and SBA National Sales Manager at Community South Bank from August 2003 through December 2008. Mr. Nager was Regional Sales Manager/Business Development Officer at Temecula Valley Bank from 2000 to 2003, Business Development Officer at Imperial Bank from 1998 to 2000, and Business Development Officer at Triangle Bank from 1996 to 1998. Mr. Nager is currently a Board Member for the National Association of Government Guaranteed Lenders (NAGGL), the trade organization for lending pursuant to the SBA’s 7(a) Loan Program. |

  83. DIRECTOR COMPENSATION TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  84. DIRECTOR COMPENSATION TABLE

    | Jennifer F. Terry | | | Executive Vice President, Chief Human Resources Officer | | | | Jennifer F. Terry, age 52, has served as Chief Human Resources Officer for The Bancorp since April 2018. Ms. Terry has over 20 years of experience in Human Resources (“HR”). Prior to joining The Bancorp, Ms. Terry served as TD Bank’s Vice President, Senior Manager of HR Operations and Delivery and held several senior management roles at Canon Business Process Services and Xerox, focusing on various aspects of HR, such as talent acquisition and management, and employee benefits. Ms. Terry holds multiple professional certifications, including Senior Professional in HR, Senior Certified Professional, and a certification in Strategic HR Leadership. Ms. Terry currently serves as a member of the board of trustees for The Philadelphia Orchestra and Ensemble Arts. |

  85. DIRECTOR COMPENSATION TABLE

    | Maria Wainwright | | | Executive Vice President, Chief Marketing Officer | | | | Maria Wainwright, age 47, has served as Chief Marketing Officer for The Bancorp since 2019. Prior to serving in this capacity, Ms. Wainwright held other roles at The Bancorp, including Head of Marketing and Public Relations in 2019, Head of Marketing from 2016 to 2018, and Creative Director from 2013 to 2016. In her role, she leads the strategic planning, development and execution of the marketing, internal and external communications, and branding divisions of the organization. With over 20 years of experience in the financial industry, Ms. Wainwright has held leadership positions at firms such as Delaware Investments and Lincoln Financial Group, where she served as Creative Director responsible for developing the overall corporate brand platform in various mediums. |

  86. DIRECTOR COMPENSATION TABLE

    | Matt Wallace | | | Executive Vice President, Chief Information Officer | | | | Matt Wallace, age 50, has served as Chief Information Officer for The Bancorp since 2017, where he oversees strategies and capabilities for all areas of Information Technology across the enterprise, including IT infrastructure, application management, cloud computing, artificial intelligence initiatives, data science, and project management. Prior to joining The Bancorp, Mr. Wallace served in various positions at Bank of America for 13 years, the last of which was Senior Vice President for Enterprise Card Issuance. Previously, he was responsible for the Risk and Control Process, as well as a multi-year, strategic planning initiative for several divisions across Bank of America. |

  87. DIRECTOR COMPENSATION TABLE

    | 30 | 2025 PROXY STATEMENT | |

  88. DIRECTOR COMPENSATION TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  89. DIRECTOR COMPENSATION TABLE

    In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), as implemented by Rule 14a-21(a) under the Exchange Act, and as a matter of good corporate governance, the Company is seeking a stockholder advisory vote on the compensation paid to its named executive officers as reported in this Proxy Statement. We encourage stockholders to read the Compensation Discussion and Analysis portion of this Proxy Statement, which discusses the compensation program under which the Company’s named executive officers were compensated for fiscal year 2024. As described in the Compensation Discussion and Analysis, the Compensation and Talent Committee has developed an executive compensation program designed to align the long-term interests of the Company’s named executive officers with the long-term interests of its stockholders. At the Company’s 2024 annual meeting, approximately 96% of the votes cast approved the Company’s 2023 executive compensation program.

  90. COMPENSATION PROCESS AND METHODOLOGY

    COMPENSATION PROCESS AND METHODOLOGY Role of the Compensation Committee. The Compensation Committee ordinarily determines compensation amounts for individual NEOs for 12-month periods. The CEO provides the Compensation Committee with input regarding key elements of both the Company’s and the NEOs’ (other than the CEO’s) performance, as well as recommendations to assist it in determining compensation levels for NEOs (other than the CEO). The Compensation Committee reviews the Company’s performance during the fourth quarter of each year and determines the amount of equity awards and cash bonuses, if any, that should be awarded at its discretion. Cash bonuses have generally been paid and equity awards generally made in the first quarter of the following year. Such incentive compensation is based on sustained, multi-year financial performance and is intended to motivate future performance to achieve the Company’s financial goals. With the full Board, the Compensation Committee compares financial performance to the budget and those financial goals on a quarterly basis. Role of the Independent Compensation Consultant. In fiscal year 2024, the Compensation Committee utilized the compensation consulting firm of Pay Governance LLC (“Pay Governance”) to advise on matters related to our executive and director compensation practices. Specifically, in 2024 Pay Governance reviewed our compensation peer group to ensure it was relevant for competitive analyses of executive and director pay and provided counsel regarding the 2024 Equity Incentive Plan. Pay Governance is hired by, and reports directly to, the Compensation Committee and did not provide any other services to the Company in fiscal year 2024. In engaging Pay Governance in fiscal year 2024, the Compensation Committee determined that Pay Governance was independent in accordance with SEC rules and that its work did not raise any conflict of interest. Benchmarking. The Compensation Committee benchmarks the CEO’s compensation to a peer group of banking institutions based upon its review of financial statements and other publicly available data. The peer group for fiscal year 2024, comprised of 18 banking institutions, is listed below. In establishing the peer group, the Compensation Committee considers the level of these institutions’ total assets and their regional location, as well as whether they offer certain specialized banking products, such as prepaid card accounts. Publicly available compensation information from these peers is utilized in setting CEO compensation. As to NEOs other than the CEO, the Compensation Committee utilizes peer compensation information drawn from regional and community banks as supplied by McLagan, a company which maintains related salary databases. Although considerable knowledge about the competitiveness of the Company’s compensation programs is gained through the benchmarking process, the Compensation Committee recognizes that each financial institution is unique and that significant differences in executive compensation practices exist. The Compensation Committee also considers the added complexity and earnings stream resulting from payments businesses unique to the Company. For instance, while certain members of the peer group also engage in certain payments businesses, they do not engage in the specialized securities-backed line of credit (“SBLOC”), insurance policy cash value-backed line of credit (“IBLOC”), SBA, and leasing businesses like we do. While the Compensation Committee considered compensation information in the whole peer group, it concluded that the following banks had the most comparable lines of business and related complexities and would be the most relevant: Axos Financial, Inc., Green Dot Corporation, Live Oak Bancshares Inc., and Pathward Financial, Inc.

  91. FISCAL YEAR 2024 PEER GROUP(a)

    FISCAL YEAR 2024 PEER GROUP(a)

  92. FISCAL YEAR 2024 PEER GROUP(a)

    | Axos Financial, Inc. | MoneyLion Inc. | | Brookline Bancorp Inc. | Pathward Financial, Inc. | | ConnectOne Bancorp, Inc. | ServisFirst Bancshares, Inc. | | Customers Bancorp, Inc. | Stock Yards Bancorp, Inc. | | First Commonwealth Financial Corp. | Tompkins Financial Corporation | | Flushing Financial Corp. | Triumph Bancorp, Inc. | | Green Dot Corporation | Univest Corp. of Pennsylvania | | Live Oak Bancshares Inc. | Upstart Holdings, Inc. | | Metropolitan Bank Holding Corp. | Washington Trust Bancorp, Inc. |

  93. FISCAL YEAR 2024 PEER GROUP(a)

    | 34 | 2025 PROXY STATEMENT | |

  94. FISCAL YEAR 2024 PEER GROUP(a)

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  95. FISCAL YEAR 2024 PEER GROUP(a)

    (a) The fiscal year 2023 peer group included two entities that were removed from the peer group for fiscal year 2024 due to acquisition or other disposition (Lakeland Bancorp, Inc. and Silvergate Capital Corporation). Reflecting a review of the peer group by Pay Governance for 2024, MoneyLion Inc. and Upstart Holdings, Inc. were added, while Camden National Corp. and Financial Institutions, Inc. were removed. MoneyLion, Inc. and Upstart Holdings, Inc. were added because their operations are more comparable to the more complex operations of the Company. They both offer fintech lending products which the Company began offering in 2024, while the companies that were removed offer no such products. The median asset size of the peer group was approximately $7.9 billion at December 31, 2023, and the Company’s asset size at December 31, 2023 was $7.7 billion. The median revenue of the peer group for 2023 was $332 million, and the Company’s revenues for 2023 were $466 million. In determining the peer group, the asset size range was set with a minimum asset size of $5 billion, and the maximum asset size was $25 billion. The complexities of the Company’s niche businesses support comparability with entities with a larger asset size.

  96. NEO COMPENSATION DETERMINATIONS FOR FISCAL YEAR 2024 PERFORMANCE

    | NAME | PRINCIPAL POSITION | BASE SALARY ($) | BASE SALARY % | CASH BONUS ($) | CASH BONUS % | LONG-TERM EQUITY AWARD(1) ($) | LONG- TERM EQUITY AWARD % | TOTAL ($) | | Damian M. Kozlowski | Chief Executive Officer | 1,000,000 | 17 | 1,500,000 | 25 | 3,500,000 | 58 | 6,000,000 | | Paul Frenkiel(2) | Former EVP, Chief Financial Officer | 500,000 | 42 | — | — | 700,000 | 58 | 1,200,000 | | Olek DeRowe | EVP, Head of Commercial Real Estate | 400,000 | 25 | — | — | 1,200,000 | 75 | 1,600,000 | | Ryan Harris | EVP, Head of Fintech Solutions | 500,000 | 20 | — | — | 2,000,000 | 80 | 2,500,000 | | Jeff Nager | EVP, Head of Commercial Lending | 500,000 | 31 | — | — | 1,100,000 | 69 | 1,600,000 |

  97. DETERMINATION OF COMPENSATION AMOUNTS

    $77.2 million, reflecting a 26% increase over that period. ACH, card, and other payment fees increased from $8.9 million to $14.6 million over that period, or an increase of 64% over that period. Mr. Nager oversaw small business loan growth to $987 million at December 31, 2024, or 10% higher than the prior year-end. Cash Bonus. In evaluating possible annual cash bonuses, the Compensation Committee primarily focuses on the sustained contributions made to the Company by the NEO under consideration. The CEO makes recommendations to the Compensation Committee with respect to annual bonuses for the other NEOS, based on their respective sustained contributions to the performance of the areas for which they are responsible. While the Compensation Committee examines pre-established goals in determining whether to pay a cash bonus to any NEO and the amount of such bonus, the Compensation Committee has determined it is in the Company’s best interest to retain full discretion with respect to these cash bonuses to retain flexibility as opposed to requiring set payments for various levels of performance attainment. Long-Term Equity Incentive Compensation. Long-term equity incentives were provided to NEOs in fiscal year 2024 through the Company’s 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan permits the grant of stock options, restricted stock awards, stock appreciation rights, and restricted stock units (“RSUs”). Awards under the 2024 Equity Incentive Plan are granted based on the Company’s financial performance and each executive’s contribution to such performance. Overall, the objective of long-term equity incentive compensation awards is to tie the interests of NEOs directly to increases in stockholder value. RSUs are generally utilized as the Compensation Committee believes they are an effective retention tool, since there is a specified number of shares that will be awarded annually through the three-year vesting period. The criteria utilized to determine the value of equity compensation awarded to each NEO is that which is used for cash bonuses as discussed directly above under “Cash Bonus.” In 2024, the percentage of equity awarded compared to total salary and incentive compensation was 58% for Mr. Kozlowski. Since 2019, a significant amount of equity compensation for Mr. Kozlowski has been awarded in the form of stock options, such that he benefits only to the extent of further increases in share price. Upon the accumulation of a significant equity position, the proportion of cash bonus was generally increased in subsequent compensation. In 2024, to increase equity ownership of the other NEOs and to more closely align their interests with those of our stockholders, no cash bonuses were paid to them, and all incentive compensation was awarded in the form of equity compensation. For those NEOs, the percentage of equity awards to total salary and incentive compensation ranged from 58% to 80%. The chart below summarizes the percentage cash bonus or long-term equity compensation for NEOs for fiscal year 2024 as it relates to each NEO’s base salary. The footnotes to the chart refer to the performance and factors the Compensation Committee reviewed in determining cash bonus and long-term equity awards.

  98. DETERMINATION OF COMPENSATION AMOUNTS

    | NAME | PRINCIPAL POSITION | BASE SALARY ($) | CASH BONUS ($) | % OF BASE SALARY | LONG-TERM EQUITY AWARD ($) | % OF BASE SALARY | | Damian M. Kozlowski(1) | Chief Executive Officer | 1,000,000 | 1,500,000 | 150% | 3,500,000 | 350% | | Paul Frenkiel(2) | Former EVP, Chief Financial Officer | 500,000 | — | — | 700,000 | 140% | | Olek DeRowe(3) | EVP, Head of Commercial Real Estate | 400,000 | — | — | 1,200,000 | 300% | | Ryan Harris(4) | EVP, Head of Fintech Solutions | 500,000 | — | — | 2,000,000 | 400% | | Jeff Nager(5) | EVP, Head of Commercial Lending | 500,000 | — | — | 1,100,000 | 220% |

  99. CEO COMPENSATION DETERMINATION

    CEO COMPENSATION DETERMINATION The following factors impact the Compensation Committee’s determination of the amounts of cash bonus and equity awards for pay for performance for the CEO: 1. Sustaining Financial Performance Validated By Pre-Established Financial Goals In determining the CEO’s compensation, the Compensation Committee considers specific, pre-set financial goals and monitors the Company’s financial performance. These goals were generally exceeded in fiscal years 2024 through 2020 and prior years. The specific ROA and ROE goals are derived from the Company’s budget, and multi-year periods are considered. In 2024, budgeted respective ROE and ROA of 27.7% and 3.1% compared to actuals of 27.2% and 2.71%. Factors resulting in the lower ROA included the balance sheet expansion resulting from higher than budgeted deposits, and the purchase of $900 million of fixed rate securities in April 2024, which served to protect net interest income levels from expected rate decreases. The rate decreases came to fruition in late 2024, which validated those purchases, notwithstanding the impact on ROA. In 2023, budgeted respective ROE and ROA was 23.1% and 2.36% compared to actuals of 25.6% and 2.59%, respectively. In 2022, budgeted respective ROE and ROA was 18% and 1.7% compared to actuals of 19% and 1.8%, respectively. In 2021, budgeted respective ROE and ROA was 16% and 1.6% compared to actuals of 18% and 1.7%, respectively. In 2024, net income had increased to $218 million, from $192 million in 2023 and $130 million in 2022, reflecting a 68% increase over that period. In addition to the improvements in income noted above, other financial highlights are as follows: ■ The payments business expansion as measured in fees and deposits exceeded growth projections. Payments deposits in the fourth quarter of 2024 averaged $6.99 billion, or 16% higher than the comparable prior year quarter. Prepaid, debit card, and related fees for 2024, 2023, and 2022 amounted to $97.4 million, $89.4 million, and $77.2 million, respectively, reflecting a 26% increase over that period. ACH, card, and other payment fees increased from $8.9 million to $14.6 million over that period, or an increase of 64% over that period. ■ At December 31, 2024, 2023, and 2022, total SBL balances amounted to $987 million, $896 million, and $768 million, respectively, reflecting a 29% increase over that period. ■ At December 31, 2024, 2023, and 2022, total loan balances amounted to $6.11 billion, $5.36 billion, and $5.49 billion, respectively, reflecting growth of 11% over that period, notwithstanding paydowns of rate sensitive IBLOC and SBLOC loans. However, the rate sensitivity of SBLOC and IBLOC resulted in an increase in yield and net interest income which more than offset the impact of principal reductions. ■ The net interest margins for 2024, 2023, and 2022 were 4.85%, 4.95%, and 3.55%, respectively, representing an increase of 1.30% over that period. ■ The average rate on deposits for 2024, 2023, and 2022 was 2.37%, 2.32%, and 0.82%, respectively. ■ Diluted earnings per share of $4.29 for 2024 was 23% higher than the $3.49 for 2023, which was 54% higher than the $2.27 for 2022, reflecting an 89% increase over that period. In addition to 2024 performance, the Compensation Committee also considered the sustainability of the Company’s financial performance under the CEO’s leadership when determining 2024 compensation. In 2024, approximately 83% of total CEO compensation was comprised of cash bonus and equity incentive compensation for achieving and exceeding pre-established goals for a multi-year period. The Compensation Committee also considered the level of cash bonus as a percentage of base salary. For the CEO, the 2024 cash bonus was $1.5 million, compared to $0 in 2023. In 2022, after the accumulation of increased amounts of equity, the cash bonus was increased to $3 million. The increases in cash bonus reflected the improved financial performance of the Company which had been sustained for a multi-year period. Accordingly, most of the CEO compensation is “at risk” as it is dependent on the achievement of financial performance and other goals. The “Balanced Scorecard: CEO Performance Matrix” below summarizes the goals for incentive at-risk compensation. 2. Forward-Looking Considerations In addition to achieving specific pay for performance goals and sustained financial performance, the Compensation Committee considers both the cash bonus and equity awards as forward looking to motivate further progress toward the following year and the long-term financial goals set by the Board. Financial goals include ROA and ROE. As prior period financial performance goals were achieved, the Company increased future financial performance goals to motivate the CEO to continue to increase shareholder value. In 2024, the at-risk components of the CEO’s total compensation consisted of cash bonus and equity awards and amounted to $5 million, or 83% of total compensation. The CEO’s base salary of $1 million comprised approximately 17% of total compensation. The Compensation Committee believes that its forward-looking approach of providing cash bonus and equity to motivate future performance has been validated by the above historical results since Mr. Kozlowski’s tenure began in 2016. The Compensation Committee also believes that its consideration of multi-year historical performance, rather than a focus on any single year, has contributed to the steady increase in income and other financial performance measures. 3. Peer Comparison The Company’s peer group for compensation paid or awarded in 2024 is detailed under “Compensation Process and Methodology” and consists of 18 peers, reflecting the changes detailed in the related footnotes. Peer averages for ROA, ROE, net interest margin, and stockholder return were exceeded.

  100. CEO COMPENSATION DETERMINATION

    The Compensation Committee considered the CEO compensation of Live Oak, Pathward, Axos, and Green Dot, the group it considered the Company’s most comparable peers. In 2023, the total CEO compensation for those peers respectively amounted to $905,000, $3.9 million, $13.9 million, and $8.4 million. For his 2023 performance, Mr. Kozlowski’s total compensation award was $5.75 million and for his 2024 performance, total awarded compensation for Mr. Kozlowski was $6 million. The Compensation Committee considers average compensation over a multi-year period. Thus, Mr. Kozlowski’s average awarded compensation was $5.9 million for the two years 2024 and 2023, and $5.8 million for the three years 2024, 2023, and 2022. 4. Strategic Agenda Goals In addition to pre-established financial goals and related performance comparisons with peer groups, the Board pre-established other goals in the form of a strategic agenda. The strategic agenda included specific strategic objectives. Those goals are shown in footnote (b) to the “Balanced Scorecard: CEO Performance Matrix”. 5. Risk Considerations The Compensation Committee viewed the Board’s financial and other goals in tandem with the institution’s risk profile. For financial performance especially, levels of risk required ongoing consideration so as not to incentivize excessive risk taking. Accordingly, specific percentages of additional compensation were not assigned to specific measures of performance. Instead, risk would be considered as part of a balanced scorecard approach. Upon its review, the Compensation Committee determined that risk had been appropriately managed, while financial performance had been significantly improved. The Compensation Committee’s consideration of risk includes credit compliance and regulatory risks, and inherent interest rate and liquidity risk, which are monitored by the Board of Directors. All factors above supported increased compensation levels for the CEO. All pre-established financial goals were either achieved or exceeded while risk was decreased. Pre-established strategic, non-quantifiable goals, which would impact financial performance in the future, were all either met or showed sufficient progress.

  101. STOCKHOLDER INPUT AND COMPANY ACTIONS

    | STOCKHOLDER INPUT | | COMPANY ACTIONS | | Prior to 2019, the CEO’s base salary exceeded the peer median. A lower base salary better aligns pay for performance which places greater emphasis on incentive compensation and less emphasis on base salary. | | In 2019, the CEO’s base salary was $755,000, compared to $900,000 in 2018. In 2020, base salary was set at $750,000 and maintained at that level through 2023. For 2024, salary was increased to $1,000,000 to reflect the CEO’s eight-year history of improved financial performance. | | The CEO’s equity awards upon his hire included stock options, but prior to 2019 grants consisted solely of RSUs. Stock options provide incentive for pay for performance, as their value equals the increase in stock price after the grant date. | | In 2019 through 2024, a significant allocation of equity compensation granted was awarded as stock options. | | Comparisons to peers on key financial metrics provide a tool to help determine that financial goals adequately reward stockholders. | | The Compensation Committee added peer comparisons for ROA and ROE to its decisioning parameters. | | Some companies use grids or assign percentages to their various pre-established metrics which weight those factors in incentive compensation awards. | | The Compensation Committee considers whether the Company achieves pre-established metrics when determining the level of incentive compensation to be awarded. The related grid precedes this section under “Balanced Scorecard: CEO Performance Matrix.” The Compensation Committee determined that grid component goals have been substantially met or exceeded in every year beginning in 2019, except for credit risk management in 2024. |

  102. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS Equity awards are discretionary and generally granted to employees, including executive officers, in accordance with a predetermined schedule. As part of its annual performance and compensation review process, the Compensation Committee approves incentive compensation amounts for all eligible employees in the last quarter of the applicable fiscal year. Equity awards are then granted in the first quarter of the following year in accordance with long-standing practice. The Compensation Committee does not currently grant stock options to any employee, except the Company’s CEO, and does not grant stock appreciation rights to any employee. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  103. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information concerning total compensation earned by or paid to the NEOs for the years ended December 31, 2024, 2023, and 2022.

  104. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL(1) | | Damian M. Kozlowski Chief Executive Officer | 2024 | 1,000,000 | 1,500,000 | 4,000,000 | 1,000,000 | 23,916 | 7,523,916 | | | 2023 | 750,000 | — | 1,000,000 | 1,000,000 | 26,593 | 2,776,593 | | | 2022 | 750,000 | 3,000,000 | 750,000 | 1,401,000 | 9,714 | 5,910,714 | | Paul Frenkiel* Former EVP, Chief Financial Officer | 2024 | 500,000 | — | 450,000 | — | 34,948 | 984,948 | | | 2023 | 400,000 | 150,000 | 750,000 | — | 34,481 | 1,334,481 | | | 2022 | 400,000 | — | 240,000 | — | 23,211 | 663,211 | | Olek DeRowe EVP, Head of Commercial Real Estate | 2024 | 400,000 | — | 900,000 | — | 11,220 | 1,311,220 | | | 2023 | 400,000 | 300,000 | 1,500,000 | — | 10,770 | 2,210,770 | | | 2022 | 311,539 | — | 320,000 | — | 9,847 | 641,386 | | Ryan Harris EVP, Head of Fintech Solutions | 2024 | 500,000 | — | 1,125,000 | — | 11,310 | 1,636,310 | | | 2023 | 400,000 | 375,000 | 1,562,500 | — | 20,593 | 2,358,093 | | | 2022 | 400,000 | — | 500,000 | — | 11,576 | 911,576 | | Jeff Nager EVP, Head of Commercial Lending | 2024 | 500,000 | — | 825,000 | — | 10,508 | 1,335,508 | | | 2023 | 400,000 | 275,000 | 1,250,000 | — | 9,580 | 1,934,580 | | | 2022 | 400,000 | — | 400,000 | — | 10,081 | 810,081 |

  105. SUMMARY COMPENSATION TABLE

    * Mr. Frenkiel retired on March 28, 2025, subsequent to the end of fiscal year 2024. (1) Our 2024 Proxy Statement identified “Bonus” amounts earned in 2022 and 2021 as being earned in 2023 and 2022, respectively. The “Bonus” and “Total” amounts for 2023 and 2022 have been updated. (2) Reflects the aggregate grant date fair value of stock awards granted in accordance with FASB ASC Topic 718. The values of stock awards were determined by multiplying the grant date closing price of the Common Stock, by the number of shares granted. The assumptions utilized in determining the fair value of stock awards are described in footnote M to the annual financial statements included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, as amended. Equity awards for the applicable fiscal years are granted in the first quarter of the following fiscal year. (3) Reflects the aggregate grant date fair value of stock options granted in accordance with FASB ASC Topic 718. The assumptions utilized in determining the fair value of stock options are described in footnote M to the annual financial statements included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, as amended. Equity awards for the applicable fiscal years are granted in the first quarter of the following fiscal year. Represents the aggregate dollar amount of perquisites and other personal benefits, which in 2024 were comprised of contributions to the NEOs’ 401(k) savings plans, insurance premiums paid on behalf of the NEOs, financial services provided to the NEOs, and auto allowances. In 2024, Mr. Kozlowski received $16,000 of financial services related benefits and Mr. Frenkiel received $13,000 of such benefits. Mr. Kozlowski also received $6,038 in matching contributions for the 401(k) savings plan, while Messieurs Frenkiel, DeRowe, and Harris each received $10,350 and Mr. Nager received $9,404 in such contributions.

  106. SUMMARY COMPENSATION TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  107. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information concerning grants of plan-based awards made to the NEOs during fiscal year 2024.

  108. GRANTS OF PLAN-BASED AWARDS TABLE

    | NAME | GRANT DATE | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(1) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(2) | EXERCISE PRICE OF STOCK OPTIONS(2) ($/SHARE) | CLOSING PRICE ON DATE OF GRANT ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3) | | Damian M. Kozlowski | 02/09/24 | 91,136 | | | 43.89 | 4,000,000 | | Damian M. Kozlowski | 02/09/24 | | 45,616 | 43.89 | | 1,000,000 | | Paul Frenkiel | 02/09/24 | 10,252 | — | — | 43.89 | 450,000 | | Olek DeRowe | 02/09/24 | 20,505 | — | — | 43.89 | 900,000 | | Ryan Harris | 02/09/24 | 25,632 | — | — | 43.89 | 1,125,000 | | Jeff Nager | 02/09/24 | 18,796 | — | — | 43.89 | 825,000 |

  109. GRANTS OF PLAN-BASED AWARDS TABLE

    (1) These stock awards vest over a period of three years from grant date, with one third vesting on each grant anniversary date. Due to Mr. Frenkiel’s retirement on March 28, 2025, and in accordance with the Company’s applicable equity incentive plans, all of Mr. Frenkiel’s unvested stock will vest on the one-year anniversary of his retirement date. (2) These stock options had a $21.92 per share grant date fair value, as computed consistent with FASB ASC Topic 718, and vest over a period of four years from grant date, with one fourth vesting on each grant anniversary date. Represents the grant date fair value, as computed consistent with FASB ASC Topic 718.

  110. GRANTS OF PLAN-BASED AWARDS TABLE

    | 44 | 2025 PROXY STATEMENT | |

  111. GRANTS OF PLAN-BASED AWARDS TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table provides information on the outstanding equity awards held by the NEOs as of December 31, 2024.

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | OPTION AWARDS(1) | | | STOCK AWARDS | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($) | | Damian M. Kozlowski | 2/8/2019 | 65,104 | | 8.57 | 2/8/2029 | | | | | 5/20/2020 | 300,000 | | 6.87 | 5/20/2030 | | | | | 2/9/2021 | 75,000 | 25,000 | 18.81 | 2/9/2031 | | | | | 2/9/2022 | | | | | 8,246 | 433,987 | | | 2/9/2022 | 50,000 | 50,000 | 30.32 | 2/9/2032 | | | | | 2/9/2023 | | | | | 18,956 | 997,654 | | | 2/9/2023 | 14,393 | 43,180 | 35.17 | 2/9/2033 | | | | | 2/9/2024 | | | | | 91,136 | 4,796,488 | | | 2/9/2024 | — | 45,616 | 43.89 | 2/9/2034 | | | | | Total | 504,497 | 163,796 | — | — | 118,338 | 6,228,129 | | Paul Frenkiel | 2/9/2022 | — | — | — | — | 2,639 | 138,891 | | | 2/9/2023 | — | — | — | — | 14,216 | 748,188 | | | 2/9/2024 | — | — | — | — | 10,252 | 539,563 | | | Total | — | — | — | — | 27,107 | 1,426,642 | | Olek DeRowe | 2/9/2022 | — | — | — | — | 3,518 | 185,152 | | | 2/9/2023 | — | — | — | — | 28,433 | 1,496,429 | | | 2/9/2024 | — | — | — | — | 20,505 | 1,079,178 | | | Total | — | — | — | — | 52,456 | 2,760,759 | | Ryan Harris | 2/9/2022 | — | — | — | — | 5,497 | 289,307 | | | 2/9/2023 | — | — | — | — | 29,618 | 1,558,795 | | | 2/9/2024 | — | — | — | — | 25,632 | 1,349,012 | | | Total | — | — | — | — | 60,747 | 3,197,114 | | Jeff Nager | 2/9/2022 | — | — | — | — | 4,398 | 231,467 | | | 2/9/2023 | — | — | — | — | 23,694 | 1,247,015 | | | 2/9/2024 | | | | | 18,796 | 989,233 | | | Total | — | — | — | — | 46,888 | 2,467,715 | | | Total | 504,497 | 163,796 | — | — | 305,536 | 16,080,359 |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1) All options listed in the table vest at a rate of one fourth per year over a period of four years from grant date. (2) All stock awards listed in the table are RSUs that vest at a rate of one third per year over a period of three years from grant date, except those granted in 2020, which vest at a rate of one third on the first and second anniversaries of grant date, with the balance vesting after eight months. Upon vesting, shares of Common Stock equal to the number of RSUs vested are issued to the NEO. Due to Mr. Frenkiel’s retirement, and in accordance with the Company’s applicable equity incentive plans, all of Mr. Frenkiel’s unvested RSUs will vest on the one-year anniversary of his retirement date. Market value is based on the closing market price of the Common Stock on December 31, 2024, which was $52.63.

  115. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  116. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE The following table provides information for the NEOs regarding RSUs vested and options exercised in fiscal year 2024.

  117. OPTION EXERCISES AND STOCK VESTED TABLE

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Damian M. Kozlowski | | | 31,013 | 1,361,161 | | Paul Frenkiel | | | 12,404 | 544,412 | | Olek DeRowe | | | 21,278 | 933,891 | | Ryan Harris | | | 25,622 | 1,124,550 | | Jeff Nager | | | 19,966 | 876,308 |

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following discussion presents the potential payments for each of our NEOs upon a termination of employment or change in control. Pursuant to applicable SEC rules, the analysis contained in this discussion does not consider or include payments made to a NEO with respect to contracts, agreements, plans, or arrangements to the extent they do not discriminate in scope, terms, or operation in favor of NEOs of the Company and that are available generally to all salaried employees. The actual amounts that would be paid upon a NEO’s termination of employment can only be determined at the time of such NEO’s termination. Due to the number of factors that affect the nature and amount of any compensation or benefits provided upon the termination events, such as the timing of a termination event and the Company’s stock price, any actual amounts paid or distributed may be higher or lower than reported above. In accordance with SEC rules, this discussion assumes the relevant trigger event occurred on December 31, 2024. The Company’s NEOs serve at the discretion of the Board of Directors. We have not entered into formal employment agreements with any of our NEOs. In connection with Mr. Kozlowski’s hire in 2016, however, we provided him with a Letter Agreement (the “DK Letter Agreement”) outlining his basic compensation terms and providing for certain grants of equity compensation, among other things. The DK Letter Agreement specified that his employment was terminable by either party at any time with or without cause or advance notice. In the event of a NEO termination of employment for any reason whatsoever, any severance benefits or other cash payments, if any, would be negotiated on an individual basis. In addition, in connection with Mr. Frenkiel’s retirement on March 28, 2025, the Company and Mr. Frenkiel entered into a Retirement, Consulting and Release Agreement (“Retirement Agreement”). Pursuant to the Retirement Agreement, and to assist in the transition of his role to his successor, Mr. Frenkiel is expected to serve as a consultant to the Company through December 31, 2025 but will no longer be an employee of the Company. As consideration for the consulting services, the Company will pay Mr. Frenkiel a consulting fee of $250,000, payable in monthly installments. Mr. Frenkiel will not be eligible to receive any incentive compensation under the Retirement Agreement. The Retirement Agreement contains customary confidentiality, cooperation, non-solicitation and non-disparagement provisions. The foregoing description of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to its complete text, a copy of which was previously disclosed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 3, 2025.

  119. CEO PAY RATIO

    CEO PAY RATIO The following information about the relationship between the compensation of our median employee and the compensation of the Company’s CEO, is provided in compliance with the requirements of Item 402(u) of Regulation S-K. For 2024, the median of the annual total compensation of all employees of the Company, other than the CEO, was $105,928, and the total compensation of the CEO was $7,523,916, as reported in the Summary Compensation Table above. Based on this information, for 2024, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee of the Company was approximately 71:1. To identify the median employee and to determine the annual total compensation of the median employee and the CEO, the Company took the following steps: ■ The Company determined that as of December 27, 2024, the last payroll date in the last three months of fiscal year 2024, there were 764 employees. This population consisted of the Company’s full-time employees and an insignificant number of part-time employees. Independent contractors were not included in the employee count. To identify the employee receiving the median amount of compensation in our employee population, the Company analyzed the salary, wages, and overtime pay of all employees, to account for employees who had only worked a portion of the year. The Company also

  120. CEO PAY RATIO

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  121. CEO PAY RATIO

    considered additional compensation, consisting of 401(k) matches and health insurance. Since approximately 15% or less of Company employees receive equity awards, such awards were excluded from the compensation measure used to identify the median employee. ■ The Company identified its median employee using this compensation measure, which was consistently applied to all employees included in the calculation. Since all Company employees, including the CEO, are located in the United States, the Company did not make any cost-of-living adjustments. ■ Once the median employee was identified, the Company added together the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in total compensation of $105,928. The employee’s annual total compensation included the value of health care benefits, which were estimated at $13,568 per employee, including coverage for dependents. The Company’s 401(k) match was also included in the annual total compensation. ■ With respect to the total annual compensation of the CEO, the Company used the amount reported in the “Total” column of the Summary Compensation Table above.

  122. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table and related disclosure are provided in compliance with SEC rules to summarize information regarding the relationship between “compensation actually paid” (as calculated under SEC rules) (“CAP”) for our CEO, who serves as our principal executive officer (“PEO”), and our non-PEO NEOs, on an average basis, and the Company’s financial performance. The methodology for calculating amounts presented in the “CAP” column for the PEO and “Average CAP” column for the non-PEO NEOs, including amounts that were deducted from and added to the Summary Compensation Table totals, is provided in the footnotes to the table.

  123. PAY VERSUS PERFORMANCE TABLE

    | | PEO | | NON-PEO NEOS(1) | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | YEAR(2) | SUMMARY COMPENSATION TABLE TOTAL ($) | CAP ($)(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL ($) | AVERAGE CAP ($)(3) | COMPANY TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(4) | NET INCOME ($) (IN MILLIONS) | ROA | ROE(5) | | 2024 | 7,523,916 | 10,880,866 | 1,316,997 | 1,981,342 | 136 | 117 | 217.5 | 2.7% | 27% | | 2023 | 2,776,593 | 6,308,843 | 2,041,114 | 2,483,716 | 136 | 93 | 192.3 | 2.6% | 26% | | 2022 | 5,910,714 | 6,858,711 | 825,330 | 839,993 | 112 | 82 | 130.2 | 1.8% | 19% | | 2021 | 4,610,714 | 11,894,580 | 1,096,078 | 1,668,204 | 185 | 140 | 110.7 | 1.7% | 18% | | 2020 | 5,265,714 | 8,314,341 | 1,086,611 | 1,294,768 | 105 | 89 | 80.1 | 1.3% | 15% |

  124. PAY VERSUS PERFORMANCE TABLE

    (1) Non-PEO NEOs consisted of Messrs. Frenkiel, DeRowe, Harris, and Nager in 2024, Frenkiel, DeRowe, Leto, and Harris in 2023, Frenkiel, Garry, Leto, and Harris in 2022, and Frenkiel, Connolly, Garry, and Thomas G. Pareigat in 2021 and 2020. (2) Our 2024 Proxy Statement identified “Bonus” amounts earned in years prior to 2024 as being earned in the following year. The Summary Compensation Table Totals have been updated in the tables above and below. (3) Values included in the “CAP” and “Average CAP” columns reflect the below adjustments from the values shown in the “Summary Compensation Table Total” and “Average Summary Compensation Table Total” columns, respectively (amounts shown for the non-PEO NEOs are averages). (4) For purposes of calculating peer group total shareholder return, the Nasdaq Bank Stock Index was used pursuant to Item 201(e) of Regulation S-K and as reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended. ROE was identified as our “company-selected measure” (“CSM”) for fiscal year 2024 because it represents, in our view, the most important measure used to link CAP to performance.

  125. PAY VERSUS PERFORMANCE TABLE

    | 48 | 2025 PROXY STATEMENT | |

  126. PAY VERSUS PERFORMANCE TABLE

    | Proxy Summary | Proposal #1 | Proposal #2 | Proposal #3 | Other Matters |

  127. PAY VERSUS PERFORMANCE DESCRIPTIVE DISCLOSURE

    PAY VERSUS PERFORMANCE DESCRIPTIVE DISCLOSURE Total shareholder returns are one of the criteria in the scorecard and the Nasdaq Bank Stock Index is used for the table above. ROA and net income are also components of the “Balanced Scorecard: CEO Performance Matrix” in the financial metrics to budget comparison. While there is generally a direct relationship between these factors and the amount of compensation actually paid, final compensation paid is also impacted by the other criteria in the balanced scorecard. Additionally, based on progress over multi-year periods, amounts paid are intended to motivate management to further achieve longer-term financial goals. The Compensation Committee also compares total shareholder return and ROA (which incorporates net income) of the Company to its proxy peer group in its determination of compensation which is also a component of the balanced scorecard. A more qualitative analysis is necessitated by considering financial performance being achieved versus risk associated with that performance. Such risk could negatively impact financial performance in the future after compensation has already been paid. These risks include credit, compliance, and regulatory risk. Assessment of these risks is also included in the balanced scorecard. The amount actually paid to the CEO in the pay for performance table reflected the appreciation in the stock price, which was consistent with the Compensation Committee’s intention to motivate management toward multi-year sustained financial progress and resulting shareholder returns. NEO compensation actually paid is also directly related to total shareholder return, net income, and ROA. While the NEOs’ roles within each of these criteria vary, their performance directly impacts financial measures. However, independent of those financial measures, compensation actually paid may reflect individual performance and achievements not adequately reflected in those measures.