DEF 14A of Bancorp, Inc., Apr 13, 2026

DEF 14A of Bancorp, Inc.

Filed Apr 13, 2026 · FY20250001104659-26-042670

Open on EDGAR

  1. Notice of annual meeting of stockholders

    | 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 | 30 | | Compensation discussion and analysis | 31 |

  2. Proxy summary

    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 2026 Annual Meeting, which is first being sent or made available to stockholders on or about April 13, 2026. 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

  3. Proxy summary

    | Meeting | Date and time | Place | | 2026 Annual Meeting of Stockholders | Wednesday, May 27, 2026 at 10:00 a.m. Eastern Time | Virtual, accessible at https://edge.media-server.com/mmc/p/5bkc5u9i |

  4. Proxy summary

    | Exchange and ticker symbol | State of incorporation | Record Date | | Nasdaq Global Select : TBBK | Delaware | Close of business on April 1, 2026 |

  5. Proxy summary

    Voting items and board recommendations

  6. Proxy summary

    | Proposals | Board’s recommendation | Page | | 1 Election of 10 director nominees to serve until the 2027 Annual Meeting of stockholders | FOR | 11 | | 2 Advisory (non-binding) approval of named executive officers’ compensation for fiscal year 2025 | FOR | 30 | | 3 Advisory (non-binding) ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2026 | FOR | 52 |

  7. Proxy summary

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

  8. Proxy summary

    | | | | | Via the Internet | By Mail | At Annual Meeting | | Go to www.voteproxy.com. | If you received a paper copy of the 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://edge.media-server.com/mmc/p/5bkc5u9i. |

  9. Proxy summary

    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 26, 2026. See “General information about the 2026 Annual Meeting” for more information on voting your shares.

  10. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  11. Proxy summary

    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

  12. Proxy summary

    | 6 | 2026 Proxy Statement | |

  13. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  14. Proxy summary

    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.

  15. Proxy summary

    | | | Age | Director since | Independent | Audit | Compensation and Talent | Risk | Nominating and Governance | Executive | | | Dwayne L. Allen | 64 | 2025 | | | | | | | | | Todd J. Brockman | 60 | 2024 | | | | | | | | | Matthew N. Cohn | 56 | 1999 | | | | | | | | | Cheryl D. Creuzot | 66 | 2021 | | | | | | | | | Hersh Kozlov | 78 | 2014 | | | | | | | | | Damian M. Kozlowski | 61 | 2016 | | | | | | | | | William H. Lamb | 86 | 2004 | | | | | | | | | James J. McEntee III* | 68 | 2000 | | | | | | | | | Stephanie B. Mudick | 70 | 2019 | | | | | | | | | Mark E. Tryniski | 65 | 2024 | | | | | | |

  16. Proxy summary

    | * Denotes incumbent Chair of the Board | Chair Member |

  17. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  18. Proxy summary

    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.

  19. Proxy summary

    | 8 | 2026 Proxy Statement | |

  20. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  21. Proxy summary

    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.

  22. Proxy summary

    | 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 100% Board meeting attendance and 100% committee meeting attendance for directors who served on the Board in fiscal year 2025. | | | Stock Ownership Requirements and Clawback: We have stock ownership guidelines for our directors and executive officers, 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 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: All Board Committees meet regularly and receive reporting from management at various levels, except for the Executive Committee, which meets on an as-needed basis. |

  23. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  24. Proxy summary

    2025 Financial performance highlights The Bancorp delivered strong growth and increasing levels of profitability in financial results for fiscal year 2025. As of December 31, 2025:

  25. Proxy summary

    | $9.4B | $228M | 29% | 2.54% | | Ending assets compared to $8.7 billion in 2024. | Net income compared to $218 million in 2024. | Return on equity compared to 27% in 2024. | Return on assets compared to 2.71% in 2024. |

  26. Proxy summary

    Executive compensation highlights 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:

  27. Proxy summary

    | 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. | | |

  28. Proxy summary

    | 10 | 2026 Proxy Statement | |

  29. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  30. Proxy summary

    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 of stockholders to be held in 2027 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 section titled “Director Nomination Selection Process.” 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.

  31. Proxy summary

    | Name | Age | Principal occupation(s) | Independent | Director since | | Dwayne L. Allen | 64 | Senior Executive Partner, Gartner, Inc. | | 2025 | | Todd J. Brockman | 60 | Retired Senior Vice President, Global Head of Issuing Solutions, Visa Inc. & General Manager, Visa DPS | | 2024 | | Matthew N. Cohn | 56 | Chairman, ASI Computer Systems, Inc. & Vice Chairman, Advertising Specialty Institute, Inc. | | 1999 | | Cheryl D. Creuzot | 66 | Founding Member, Creuzot Law PLLC | | 2021 | | Hersh Kozlov | 78 | Partner, Duane Morris LLP | | 2014 | | Damian M. Kozlowski | 61 | Chief Executive Officer, The Bancorp, Inc. & President, The Bancorp Bank, N.A. | | 2016 | | William H. Lamb | 86 | Founding Partner, Lamb McErlane PC | | 2004 | | James J. McEntee III* | 68 | Managing Principal, StBWell, LLC & Chief Executive Officer, Launch Two Acquisition Corporation | | 2000 | | Stephanie B. Mudick | 70 | Retired Executive Vice President, JPMorgan Chase & Co. | | 2019 | | Mark E. Tryniski | 65 | Retired President and Chief Executive Officer, Community Bank System, Inc. | | 2024 |

  32. Proxy summary

    * Denotes Incumbent Chair of the Board

  33. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  34. Proxy summary

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

  35. Proxy summary

    | Dwayne L. Allen | | | Director | | | Age: 64 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 January 2026, he has served as a Senior Executive Partner at Gartner, Inc. (NYSE: IT), an information technology research and advisory company. Prior to Gartner, from 2021 through December 2025, Mr. Allen served as Senior Vice President and Chief Technology Officer at Unisys Corporation (NYSE: UIS), a global information technology services company. Mr. Allen was also 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. In addition, Mr. Allen has 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. |

  36. Proxy summary

    | Todd J. Brockman | | | Director | | | Age: 60 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. |

  37. Proxy summary

    | 12 | 2026 Proxy Statement | |

  38. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  39. Proxy summary

    | Matthew N. Cohn | | | Director | | | Age: 56 Director Since: 1999 Independent Committees: Audit, Compensation and Talent, and Nominating and Governance Other Public Boards: None | Matthew N. Cohn has served as a director of The Bancorp since 1999. Mr. Cohn serves as Vice Chairman of the Advertising Specialty Institute, Inc., a SaaS (software as a service) marketplace, technology, and media company, a position he has held since 1992. In addition, he founded The ASI Show, Inc., a leading producer of trade shows throughout the country, and has served as its Vice Chairman since 1992. Mr. Cohn is also Chairman of ASI Computer Systems, Inc. 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 leadership experience with technology-based companies including SaaS and internet marketplace companies serving tens of thousands of businesses. In 2026, Mr. Cohn completed the Harvard Business School President’s Program in Leadership. Additionally, 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. |

  40. Proxy summary

    | Cheryl D. Creuzot | | | Director | | | Age: 66 Director Since: 2021 Independent Committees: Audit and Nominating and Governance (Chair) Other Public Boards: None | Cheryl D. Creuzot has served as a director of The Bancorp since 2021. She currently serves as the Founding Member of Creuzot Law PLLC. From 2018 through her retirement in 2025, Mrs. Creuzot served as President Emerita of Wealth Development Strategies, LLC and Wealth Development Strategies Investment Advisory, Inc., firms regulated by the Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority, which she founded and 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. |

  41. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  42. Proxy summary

    | Hersh Kozlov | | | Director | | | Age: 78 Director Since: 2014 Independent Committees: Risk Other Public Boards: BTC Development Corp. (NASDAQ: BDCIU) | 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. Mr. Kozlov also serves on the board of directors of BTC Development Corp. (NASDAQ: BDCIU). 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. |

  43. Proxy summary

    | Damian M. Kozlowski | | | Director | | | Age: 61 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. |

  44. Proxy summary

    | 14 | 2026 Proxy Statement | |

  45. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  46. Proxy summary

    | William H. Lamb | | | Director | | | Age: 86 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. |

  47. Proxy summary

    | James J. McEntee III | | | Director and Chair of the Board | | | Age: 68 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. |

  48. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  49. Proxy summary

    | Stephanie B. Mudick | | | Director | | | Age: 70 Director Since: 2019 Independent Committees: 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. |

  50. Proxy summary

    | Mark E. Tryniski | | | Director | | | Age: 65 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. |

  51. Proxy summary

    | 16 | 2026 Proxy Statement | |

  52. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  53. Proxy summary

    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.

  54. Proxy summary

    | 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, fintech, 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. | | | | | | | | | | |

  55. Proxy summary

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  56. 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.

  57. Standard for election of directors

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

  58. Standard for election of directors

    | 18 | 2026 Proxy Statement | |

  59. Standard for election of directors

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  60. Director compensation

    Director compensation The Compensation and Talent Committee also oversees an annual compensation evaluation of the Board of Directors. In 2025, the Committee engaged compensation consultant Pay Governance LLC to review and advise the Committee regarding non-employee director compensation levels. Based upon the review, the Compensation and Talent Committee recommended, and the Board approved, certain increases to director compensation to maintain competitive compensation relative to peers. Effective January 1, 2025, non-employee directors’ annual equity grant in the form of restricted stock units (“RSUs”) increased from $90,000 to $125,000, and additional role-based compensation increased as follows: non-executive Board Chair compensation increased from $70,000 to $80,000; Audit Committee Chair and member compensation increased from $10,000 and $5,000 to $25,000 and $10,000, respectively; Risk Committee Chair and member compensation increased from $5,000 and $2,500 to $20,000 and $10,000, respectively; Compensation and Talent Committee Chair and member compensation increased from $5,000 and $2,500 to $16,000 and $8,000, respectively; and compensation for the Chairs and members of our other principal standing committees increased from $5,000 and $2,500 to $14,000 and $7,000, respectively. These were the first increases to the directors’ equity grants since 2020 and role-based compensation since 2022. Non-employee directors’ annual cash retainer remained unchanged at $75,000.

  61. Director compensation table

    Director compensation table The following table provides information concerning the compensation of the Company’s independent directors for 2025. 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 Audit Committee Chair receives $25,000 annually and members receive $10,000 annually; • The Risk Committee Chair receives $20,000 annually and members receive $10,000 annually; • The Compensation and Talent Committee Chair receives $16,000 annually and members receive $8,000 annually; • All other standing committee chairs receive $14,000 annually and their respective committee members receive $7,000 annually; and • Special or ad hoc committee chairs and members receive the same compensation as the Audit Committee, unless the Compensation and Talent Committee determines a higher or lower level of compensation is warranted to reasonably reflect the scope and demands of such committee’s responsibilities. Annual compensation for committee work is only paid for committees that meet at least once during the applicable directorship term. 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 $80,000 per year. In addition to the $75,000 retainer, the committee-related fees, and Board Chair fees described above, the Board annually grants equity in the form of RSUs with a grant date market value of $125,000 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.

  62. Director compensation table

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Total ($) | | Dwayne L. Allen | 85,000 | 125,000 | 210,000 | | Todd J. Brockman | 85,000 | 125,000 | 210,000 | | Matthew N. Cohn | 114,000 | 125,000 | 239,000 | | Cheryl D. Creuzot | 110,167 | 125,000 | 235,167 | | Hersh Kozlov(1) | 17,000 | 200,000 | 217,000 | | William H. Lamb | 105,000 | 125,000 | 230,000 | | James J. McEntee III(1) | 108,000 | 200,000 | 308,000 | | Stephanie B. Mudick(1) | 34,000 | 200,000 | 234,000 | | Mark E. Tryniski(1) | 40,000 | 200,000 | 240,000 |

  63. Director compensation table

    The values shown for stock awards in the Director Compensation Table reflect the grant date fair value of $51.79, which was the closing price of the Company’s stock on the RSU grant date, May 28, 2025. All values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Upon their election to the Board in May 2025, Mr. Kozlov, Mr. McEntee, Ms. Mudick, and Mr. Tryniski elected to take all of their annual cash retainer in the form of stock awards.

  64. Director compensation table

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  65. Executive summary

    Executive summary The Compensation and Talent Committee (“Compensation Committee”) has established specific pay-for-performance goals with a significant percentage of the NEOs’ total compensation “at-risk” in the form of annual cash bonus and long-term equity incentives tied to company and stock performance emphasizing multi-year financial performance as the primary basis, and views cash bonuses and stock-based awards as both rewards for prior performance and incentives to achieve the following year and longer term financial and strategic goals. For 2025 performance, Mr. Kozlowski was awarded an equity incentive in the amount of $5 million in RSUs. When determining CEO compensation, the Compensation Committee used a balanced scorecard approach and considered financial performance related to certain metrics, including return on assets (“ROA”), return on equity (“ROE”), net income, earnings per share (“EPS”), revenue growth, expense management, and stock price performance on an absolute and relative basis. The Compensation Committee also considered strategic goals related to platform growth, product expansion, risk management, and regulatory compliance, along with other strategic objectives. As further explained under “CEO Compensation Determination” below, the Compensation Committee determined that the Company’s financial performance, while short of internal expectations, demonstrated the Company was one of the best performing banks in the country and among our peer group. Additionally, the Compensation Committee also determined that all other stock performance, strategy, operational, and risk management goals were substantially met or exceeded. The specific ROA, ROE, and other financial goals are derived from the Company’s financial plan. ROE and ROA have increased meaningfully over the years and position the Bank as a best-in-class financial performer relative to peers and industry averages. And while these metrics outperformed peers and the industry again in 2025, performance fell slightly short of plan due to near term factors including the interest rate environment, timing of partner program and product launches, along with some elevated expenses related to specific in-year events. The long-term momentum and performance potential of the Bank continued to expand. Net income has increased 75% from 2022 through 2025. Consumer credit fintech fees, deposits, and loan balances increased in 2025, and consistently over the four-year period. Our stock price increased from $52.63 on December 31, 2024 to $67.52 on December 31, 2025, reflecting an annual increase of 28% in 2025, and from $25.31 on December 31, 2021 to $67.52 on December 31, 2025, reflecting an increase of 167% over the four-year period. Over these periods, a significant percentage of total compensation has been awarded to our NEOs in the form of equity incentives to align management’s interests with those of stockholders. The Compensation Committee believes that its multi-year assessments and focusing the Company’s incentive program on long-term equity grants assists in managing performance and risk over the longer term.

  66. 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, who serves as our Principal Executive Officer (“PEO”), provides the Compensation Committee with input regarding key elements of both the Company’s and the other NEOs’ 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 in detail during the fourth quarter of each year, and after year-end 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 and strategic goals. Along with the full Board, the Compensation Committee compares financial performance to the financial plan, along with other strategic and operations goals on a quarterly basis. Role of the Independent Compensation Consultant. In fiscal year 2025, the Compensation Committee utilized the compensation consulting firm of Pay Governance LLC (“Pay Governance”) to advise on various matters related to our executive and director compensation. Specifically, in 2025, Pay Governance reviewed our compensation peer group to ensure it was relevant for competitive analyses of executive and director pay, conducted a compensation risk assessment to ensure our compensation practices and programs do not encourage behaviors that create material risk for the Company, provided counsel regarding non-employee director compensation, compensation practices, and executive compensation trends. 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 2025. In engaging Pay Governance in fiscal year 2025, 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 2025, 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. 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 our Fintech businesses and unique product offerings by our Company. For instance, while certain members of the peer group may engage in some portions of our product offerings, there are no competitors that offer the full suite of products and services provided by our Company. 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.

  67. Fiscal year 2025 peer group(a)

    Fiscal year 2025 peer group(a)

  68. Fiscal year 2025 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. |

  69. Fiscal year 2025 peer group(a)

    (a) No modifications were made to the Company’s peers for fiscal year 2025. However, reflecting a review of our peer group by Pay Governance, the Committee has added Q2 Holdings, Inc., WEX Inc., Marqeta, Inc., Merchants Bancorp, and Coastal Financial Corporation, and removed MoneyLion Inc., Tompkins Financial Corporation, Univest Corp. of Pennsylvania, and Washington Trust Bancorp, Inc. for the fiscal year 2026 peer group. The five new peers for 2026 were added because their business segments or operations are more comparable to those of the Company. These new peers consist of fintech, embedded finance, or program management companies and technology-forward banking-as-a-service and payments financial institutions. The peers removed for 2026 were either acquired or are smaller, traditional regional banks without significant fintech business differentiators.

  70. Fiscal year 2025 peer group(a)

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  71. Fiscal year 2025 peer group(a)

    The median asset size of the peer group was approximately $8.7 billion at December 31, 2025, and the Company’s asset size at December 31, 2025 was $9.4 billion. The median revenue of the peer group for 2025 was $470 million, and the Company’s revenues for 2025 were $704 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.

  72. NEO compensation determinations for fiscal year 2025 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 | — | — | 5,000,000 | 83 | 6,000,000 | | Dominic C. Canuso(2) | EVP, Chief Financial Officer | 67,308 | 7 | 250,000 | 27 | 600,000 | 66 | 917,308 | | Paul Frenkiel(3) | Former EVP, Chief Financial Officer | 134,615 | 100 | — | — | — | — | 134,615 | | Martin Egan(4) | MD, Chief Accounting Officer | 369,231 | 54 | — | — | 318,750 | 46 | 687,981 | | Ryan Harris | EVP, Head of Fintech Solutions | 500,000 | 17 | — | — | 2,500,000 | 83 | 3,000,000 | | Greg Garry | EVP, Chief Operating Officer | 500,000 | 24 | — | — | 1,562,500 | 76 | 2,062,500 | | Mark Connolly | EVP, Head of Credit Solutions | 500,000 | 29 | — | — | 1,250,000 | 71 | 1,750,000 | | Olek DeRowe | EVP, Head of Commercial Real Estate | 400,000 | 23 | — | — | 1,375,000 | 77 | 1,775,000 | | Jeff Nager | EVP, Head of Commercial Lending | 500,000 | 29 | — | — | 1,250,000 | 71 | 1,750,000 |

  73. Determination of compensation amounts

    Determination of compensation amounts Base Salary. The Company believes that it is important to maintain a competitive compensation structure to retain qualified executive officers, which includes base salary consistent with similarly situated executives at similarly sized banking institutions. The Company believes that a key objective of its salary structure is to maintain reasonable “fixed” compensation costs by targeting base salaries at a competitive level, considering the Company’s and the individual’s performance. Base salaries are generally reviewed annually by the Compensation Committee, as described under “Compensation Process and Methodology” above. Any change in base salary is normally determined after considering: • The executive’s total itemized compensation for the prior year; • The executive’s current base pay position relative to certain of our peer banks; • The Company’s performance and the individual’s contribution to that performance for a sustained period; and • The impact of the complexity of certain of the Company’s payments and specialized lending businesses on the individual’s responsibilities. As noted previously, the Compensation Committee utilizes peer data to benchmark compensation. With respect to CEO base salary compensation, the Compensation Committee evaluated the range of CEO base salary compensation and total CEO compensation for the Company’s four most comparable peers (Axos, Green Dot, Pathward, and Live Oak) for 2024. The range of CEO base salary compensation for those peers was $515,000 to $818,000, and the total CEO compensation for those peers ranged from $845,000 to $11.7 million. Mr. Kozlowski’s base salary was consistent with 2024 at $1.0 million. For fiscal year 2024, the peer data utilized for NEOs other than the CEO was drawn from regional and community banks and provided by McLagan. For all NEOs other than the CEO, base salary compensation fell within the 47th to 98th percentile of the peer range. Consistent with the CEO, non-PEO NEO’s 2025 base salaries were held consistent with 2024. Mr. Egan’s base salary was commensurate for his primary role as Chief Accounting Officer and he was compensated for his additional contributions as Interim CFO through variable compensation. Mr. Canuso joined the Company on November 3, 2025 with a base salary of $500,000 consistent with Mr. Frenkiel’s 2024 base. Cash Bonus. In evaluating possible annual cash bonuses, the Compensation Committee primarily focuses on the sustained contributions made to the Company by each NEO. The CEO makes recommendations to the Compensation Committee with respect to annual bonuses for the

  74. Determination of compensation amounts

    other NEOs, based on their respective sustained contributions to the performance of their respective divisions or business line. 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. For 2025, the Compensation Committee determined to pay all variable compensation in equity to further align executives with stockholders and to increase executive ownership, other than a pre-negotiated cash bonus for Mr. Canuso associated with joining the Company. Long-Term Equity Incentive Compensation. Long-term equity incentives were provided to NEOs in fiscal year 2025 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 RSUs. Awards under the 2024 Equity Incentive Plan are granted based on the Company’s financial performance, each NEO’s contributions to the Company’s overall performance, and each NEO’s performance and contributions to their individual division or business line’s goals. Overall, the objective of long-term equity incentive compensation awards is to align NEOs’ interests with our stockholders. In addition, RSUs are generally utilized as the Compensation Committee believes they are an effective retention tool, since there is a specified three-year vesting period. The criteria utilized to determine the value of equity compensation awarded to each NEO is consistent with the approach for “Cash Bonus.” In 2025, the percentage of equity awarded compared to total salary and incentive compensation was 83% for Mr. Kozlowski. Since 2019, a significant amount of compensation for Mr. Kozlowski has been awarded in the form of variable compensation. For non-PEO NEOs, the percentage of equity awards to total salary and incentive compensation ranged from 46% to 83%. The chart below summarizes the percentage cash bonus or long-term equity compensation for NEOs for fiscal year 2025 as it relates to each NEO’s base salary.

  75. 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 | — | — | 5,000,000 | 500% | | Dominic C. Canuso(2) | EVP, Chief Financial Officer | 67,308 | 250,000 | 371% | 600,000 | 891% | | Paul Frenkiel(3) | Former EVP, Chief Financial Officer | 134,615 | — | — | — | — | | Martin Egan(4) | MD, Chief Accounting Officer | 369,231 | — | — | 318,750 | 86% | | Ryan Harris | EVP, Head of Fintech Solutions | 500,000 | — | — | 2,500,000 | 500% | | Greg Garry | EVP, Chief Operating Officer | 500,000 | — | — | 1,562,500 | 313% | | Mark Connolly | EVP, Head of Credit Solutions | 500,000 | — | — | 1,250,000 | 250% | | Olek DeRowe | EVP, Head of Commercial Real Estate | 400,000 | — | — | 1,375,000 | 344% | | Jeff Nager | EVP, Head of Commercial Lending | 500,000 | — | — | 1,250,000 | 250% |

  76. 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 reviews incentive compensation amounts for all eligible employees in the last quarter of the applicable fiscal year, and approves them in the first quarter of the following year. Equity awards are granted in the first quarter following the applicable fiscal year in accordance with long-standing practice. The Compensation Committee has not recently granted 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.

  77. 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, 2025, 2024, and 2023.

  78. Summary compensation table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Award(4) ($) | Option Award(5) ($) | All Other Compensation(6) ($) | Total ($) | | Damian M. Kozlowski Chief Executive Officer | 2025 | 1,000,000 | — | 2,500,000 | 1,000,000 | 28,622 | 4,528,622 | | | 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 | | Dominic C. Canuso(1) EVP, Chief Financial Officer | 2025 | 67,308 | 250,000 | — | — | 1,336 | 318,644 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Paul Frenkiel(2) Former EVP, Chief Financial Officer | 2025 | 134,615 | — | 700,000 | — | 11,476 | 846,091 | | | 2024 | 500,000 | — | 450,000 | — | 34,948 | 984,948 | | | 2023 | 400,000 | 150,000 | 750,000 | — | 34,481 | 1,334,481 | | Martin Egan(3) MD, Chief Accounting Officer | 2025 | 369,231 | — | 200,000 | — | 15,076 | 584,307 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Ryan Harris EVP, Head of Fintech Solutions | 2025 | 500,000 | — | 2,000,000 | — | 11,460 | 2,511,460 | | | 2024 | 500,000 | — | 1,125,000 | — | 11,310 | 1,636,310 | | | 2023 | 400,000 | 375,000 | 1,562,500 | — | 20,593 | 2,358,093 | | Greg Garry EVP, Chief Operating Officer | 2025 | 500,000 | — | 1,250,000 | — | 28,095 | 1,778,095 | | | 2024 | 500,000 | — | 750,000 | — | 27,322 | 1,277,322 | | | 2023 | 400,000 | 250,000 | 1,250,000 | — | 26,749 | 1,926,749 | | Mark Connolly EVP, Head of Credit Solutions | 2025 | 500,000 | — | 1,000,000 | — | 7,440 | 1,507,440 | | | 2024 | 500,000 | — | 750,000 | — | 23,118 | 1,273,118 | | | 2023 | 400,000 | 250,000 | 1,250,000 | — | 20,190 | 1,920,190 | | Olek DeRowe EVP, Head of Commercial Real Estate | 2025 | 400,000 | — | 1,200,000 | — | 11,460 | 1,611,460 | | | 2024 | 400,000 | — | 900,000 | — | 11,220 | 1,311,220 | | | 2023 | 400,000 | 300,000 | 1,500,000 | — | 10,770 | 2,210,770 | | Jeff Nager EVP, Head of Commercial Lending | 2025 | 500,000 | — | 1,100,000 | — | 9,966 | 1,609,966 | | | 2024 | 500,000 | — | 825,000 | — | 10,508 | 1,335,508 | | | 2023 | 400,000 | 275,000 | 1,250,000 | — | 9,580 | 1,934,580 |

  79. Summary compensation table

    (1) Mr. Canuso joined the Company on November 3, 2025 with a base salary of $500,000. (2) Mr. Frenkiel retired on March 28, 2025. (3) Mr. Egan served as Interim CFO after Mr. Frenkiel’s retirement and before Mr. Canuso joined the Company. (4) 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, 2025. Equity awards for the applicable fiscal years are granted in the first quarter of the following fiscal year. (5) 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, 2025. 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 2025 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 2025, Mr. Kozlowski received $16,725 of financial services related benefits, Mr. Frenkiel received $3,352, Mr. Egan received $5,000 and Mr. Garry received $16,725 of such benefits. Mr. Kozlowski also received $10,019 in matching contributions for the 401(k) savings plan, while Mr. Canuso received $1,157, Mr. Frenkiel received $4,872, Mr. Egan received $8,842, Messrs. Harris, Garry and DeRowe each received $10,500, Mr. Connolly received $5,976 and Mr. Nager received $8,862 in such contributions.

  80. Summary compensation table

    | 42 | 2026 Proxy Statement | |

  81. Summary compensation table

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  82. 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 2025.

  83. 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 | 02/10/25 | 41,493 | 32,624 | 60.25 | 60.25 | 3,500,000 | | Dominic C. Canuso | — | — | — | — | — | — | | Paul Frenkiel | 02/10/25 | 11,618 | — | — | 60.25 | 700,000 | | Martin Egan | 02/10/25 | 2,771 | — | — | 60.25 | 167,000 | | Ryan Harris | 02/10/25 | 33,195 | — | — | 60.25 | 2,000,000 | | Mark Connolly | 02/10/25 | 16,597 | — | — | 60.25 | 1,000,000 | | Greg Garry | 02/10/25 | 20,746 | — | — | 60.25 | 1,250,000 | | Olek DeRowe | 02/10/25 | 19,917 | — | — | 60.25 | 1,200,000 | | Jeff Nager | 02/10/25 | 18,257 | — | — | 60.25 | 1,100,000 |

  84. 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 $30.65 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.

  85. Grants of plan-based awards table

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  86. 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, 2025.

  87. 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 | — | — | | | 2/9/2021 | 100,000 | — | 18.81 | 2/9/2031 | — | — | | | 2/9/2022 | 75,000 | 25,000 | 30.32 | 2/9/2032 | — | — | | | 2/9/2023 | 28,786 | 28,787 | 35.17 | 2/9/2033 | — | — | | | 2/9/2023 | — | — | — | — | 9,478 | 639,955 | | | 2/9/2024 | 11,404 | 34,212 | 43.89 | 2/9/2034 | — | — | | | 2/9/2024 | — | — | — | — | 60,758 | 4,102,380 | | | 2/10/2025 | — | 32,624 | 60.25 | 2/10/2035 | — | — | | | 2/10/2025 | — | — | — | — | 41,493 | 2,801,607 | | | Total | 280,294 | 120,623 | — | — | 111,729 | 7,543,942 | | Dominic C. Canuso | Total | — | — | — | — | — | — | | Paul Frenkiel | 2/9/2023 | — | — | — | — | 7,108 | 479,932 | | | 2/9/2024 | — | — | — | — | 6,835 | 461,499 | | | 2/10/2025 | — | — | — | — | 11,618 | 784,447 | | | Total | — | — | — | — | 25,561 | 1,725,878 | | Martin Egan | 2/9/2023 | — | — | — | — | 1,303 | 87,979 | | | 2/9/2024 | — | — | — | — | 836 | 56,447 | | | 2/10/2025 | — | — | — | — | 2,771 | 187,098 | | | Total | — | — | — | — | 4,910 | 331,524 | | Ryan Harris | 2/9/2023 | — | — | — | — | 14,809 | 999,904 | | | 2/9/2024 | — | — | — | — | 17,088 | 1,153,782 | | | 2/10/2025 | — | — | — | — | 33,195 | 2,241,326 | | | Total | — | — | — | — | 65,092 | 4,395,012 | | Greg Garry | 2/9/2023 | — | — | — | — | 11,847 | 799,909 | | | 2/9/2024 | — | — | — | — | 11,392 | 769,188 | | | 2/10/2025 | — | — | — | — | 20,746 | 1,400,770 | | | Total | — | — | — | — | 43,985 | 2,969,867 | | Mark Connolly | 2/9/2023 | — | — | — | — | 11,847 | 799,909 | | | 2/9/2024 | — | — | — | — | 11,392 | 769,188 | | | 2/10/2025 | — | — | — | — | 16,597 | 1,120,629 | | | Total | — | — | — | — | 39,836 | 2,689,726 |

  88. Outstanding equity awards at fiscal year-end table

    | 44 | 2026 Proxy Statement | |

  89. Outstanding equity awards at fiscal year-end table

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  90. 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 ($) | Option expiration date | Number of shares or units of stock that have not vested(2) (#) | Market value of shares or units of stock that have not vested(3) ($) | | Olek DeRowe | 2/9/2023 | — | — | — | — | 14,217 | 959,932 | | | 2/9/2024 | — | — | — | — | 13,670 | 922,998 | | | 2/10/2025 | — | — | — | — | 19,917 | 1,344,796 | | | Total | — | — | — | — | 47,804 | 3,227,726 | | Jeff Nager | 2/9/2023 | — | — | — | — | 11,847 | 799,909 | | | 2/9/2024 | — | — | — | — | 12,531 | 846,093 | | | 2/10/2025 | — | — | — | — | 18,257 | 1,232,713 | | | Total | — | — | — | — | 42,635 | 2,878,715 | | | Total | 280,294 | 120,623 | — | — | 381,552 | 25,762,390 |

  91. 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. (3) Market value is based on the closing market price of the Common Stock on December 31, 2025, which was $67.52.

  92. 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 2025.

  93. 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 | 300,000 | 17,198,700 | 48,102 | 2,965,969 | | Dominic C. Canuso | — | — | — | — | | Paul Frenkiel | — | — | 13,164 | 811,692 | | Martin Egan | — | — | 2,204 | 135,899 | | Ryan Harris | — | — | 28,850 | 1,778,891 | | Greg Garry | — | — | 21,941 | 1,352,882 | | Mark Connolly | — | — | 21,941 | 1,352,882 | | Olek DeRowe | — | — | 24,569 | 1,514,925 | | Jeff Nager | — | — | 22,510 | 1,387,967 |

  94. Awards under the Company’s equity compensation plans

    Awards under the Company’s equity compensation plans The Company has granted awards of stock options and/or RSUs to each of the NEOs under one or more of the 2018 Equity Incentive Plan, the 2020 Equity Incentive Plan, and the 2024 Equity Incentive Plan (collectively, the “Equity Compensation Plans”). The outstanding awards granted to the NEOs are described above in the Outstanding Equity Awards at Fiscal Year-End Table. The terms of these awards would be affected by certain trigger events and represent our only obligation to make any potential payments to our NEOs upon termination or change of control. As described in this table, these awards are comprised of unvested options (not exercisable), vested options (exercisable), and unvested RSUs.

  95. Awards under the Company’s equity compensation plans

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  96. Awards under the Company’s equity compensation plans

    Mr. Kozlowski has been granted stock options under the 2018 Equity Incentive Plan, the 2020 Equity Incentive Plan, and the 2024 Equity Incentive Plan. With respect to such vested options, in the event of death, disability, or retirement, the exercise period is one year from the trigger date, subject to termination on the expiration date of the option, if earlier. In the event of an involuntary termination following a change in control, all vested options would remain exercisable (subject to the expiration provisions otherwise applicable to the option) and would be exercisable for a period of one year following such termination. If his employment is terminated for cause, all vested options that have not been exercised will expire and be forfeited. If his employment terminates for any other reason, these vested options may thereafter be exercised, to the extent exercisable at the time of such termination, for a period of three months following termination, subject to termination on the option’s expiration date, if earlier. With respect to unvested options, in the event of death, disability, or retirement, such options would vest on the one-year anniversary of the date of termination of service and, since the one year vesting period would coincide with the one year permitted exercise period, notice of exercise would be required to be provided prior to the expiration of the one year period following termination, with exercise permitted immediately after the one year period, provided that no option would become vested after the expiration of its term and subject to restrictions based on incentive stock option treatment. In the event of an involuntary termination following a change in control, all unvested options would become exercisable (subject to the expiration provisions otherwise applicable to the option) and would be exercisable for a period of one year following such termination. If employment is terminated for cause or for any other reason, unvested options would expire and be forfeited. All NEOs, including Mr. Kozlowski, have been granted RSUs under one or more of the 2018 Equity Incentive Plan, the 2020 Equity Incentive Plan, and the 2024 Equity Incentive Plan. With respect to unvested RSUs, in the event of death, disability, or retirement, the unvested RSUs would vest on the one-year anniversary of such termination of service. In the event of an involuntary termination following a change in control, all unvested RSUs would become fully earned and vested immediately. In the event of a termination for cause or other termination, unvested RSUs would be forfeited. See Exhibits 10.1.1 The Bancorp, Inc. 2018 Equity Incentive Plan, 10.5 The Bancorp, Inc. 2020 Equity Incentive Plan, and 10.2 The Bancorp, Inc. 2024 Equity Incentive Plan, to our Annual Report on Form 10-K for the year ended December 31, 2025, for plan documents which detail the definitions related to the trigger events summarized above. The following table sets forth the approximate payments that would have been made to the NEOs in the event of the termination of employment under the circumstances described below, assuming such termination took place on December 31, 2025.

  97. Awards under the Company’s equity compensation plans

    | Name | Principal position | Involuntary termination following a change in control ($) | Death, disability, retirement ($) | | Damian M. Kozlowski(1) | Chief Executive Officer | 10,450,807 | 10,450,807 | | Dominic C. Canuso | EVP, Chief Financial Officer | — | — | | Paul Frenkiel(2) | Former EVP, Chief Financial Officer | 1,725,878 | 1,725,878 | | Martin Egan(2) | MD, Chief Accounting Officer | 331,524 | 331,524 | | Ryan Harris(2) | EVP, Head of Fintech Solutions | 4,395,012 | 4,395,012 | | Greg Garry(2) | EVP, Chief Operating Officer | 2,969,867 | 2,969,867 | | Mark Connolly(2) | EVP, Head of Credit Solutions | 2,689,726 | 2,689,726 | | Olek DeRowe(2) | EVP, Head of Commercial Real Estate | 3,227,726 | 3,227,726 | | Jeff Nager(2) | EVP, Head of Commercial Lending | 2,878,715 | 2,878,715 |

  98. Awards under the Company’s equity compensation plans

    (1) Amounts for Mr. Kozlowski were computed by (i) multiplying the December 31, 2025 share price of $67.52 times the number of his unvested RSUs and (ii) multiplying the number of his unvested stock options times the difference between the December 31, 2025 share price and the options’ exercise prices. (2) Amounts for Messrs. Frenkiel, Egan, Harris, Garry, Connolly, DeRowe, and Nager consisted of multiplying the December 31, 2025 share price of $67.52 times the number of their unvested RSUs, as they had no unvested stock options.

  99. 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. Given 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, 2025.

  100. Potential payments upon termination or change in control

    | 46 | 2026 Proxy Statement | |

  101. Potential payments upon termination or change in control

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  102. Potential payments upon termination or change in control

    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 ceased being an employee of the Company as of his retirement date, but served as a consultant to the Company through December 31, 2025. As consideration for the consulting services, the Company paid Mr. Frenkiel a consulting fee of $250,000 in monthly installments. Mr. Frenkiel was not 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.

  103. 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 2025, the median of the annual total compensation of all employees of the Company, other than the CEO, was $114,031, and the total compensation of the CEO was $4,528,622, as reported in the Summary Compensation Table above. Based on this information, for 2025, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee of the Company was approximately 40:1. 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 26, 2025, the last payroll date in the last three months of fiscal year 2025, there were 733 employees other than the CEO. 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 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 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in total compensation of $114,031. The employee’s annual total compensation included the value of health care benefits, which were estimated at $14,364 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.

  104. 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 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.

  105. Pay versus performance table

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  106. Pay versus performance table

    | | PEO | | Non-PEO NEOs(1) | | Value of initial fixed $100 investment based on: | | | | | | Year | Summary compensation table total ($) | CAP(2) ($) | Average summary compensation table total ($) | Average CAP(2) ($) | Company total shareholder return ($) | Peer group total shareholder return(3) ($) | Net income ($) (in millions) | ROA | ROE(4) | | 2025 | 4,528,622 | 8,429,451 | 1,345,933 | 2,081,080 | 128 | 104 | 228.2 | 2.5% | 29% | | 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% |

  107. Pay versus performance table

    (1) Non-PEO NEOs consisted of Messrs. Connolly, Garry, Canuso, Egan, Frenkiel, DeRowe, Harris, and Nager in 2025, Frenkiel, DeRowe, Harris, and Nager in 2024, Frenkiel, DeRowe, John Leto, and Harris in 2023, Frenkiel, Garry, Leto, and Harris in 2022, and Frenkiel, Connolly, Garry, and Thomas G. Pareigat in 2021. (2) 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). (3) 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, 2025. (4) ROE was identified as our “company-selected measure” (“CSM”) for fiscal year 2025 because it represents, in our view, the most important measure used to link CAP to performance.

  108. 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.

  109. Pay versus performance descriptive disclosure

    | 48 | 2026 Proxy Statement | |

  110. Pay versus performance descriptive disclosure

    | Proxy summary | Proposal #1 | Proposal #2 | Proposal #3 | Other matters |

  111. Pay versus performance descriptive disclosure

    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.