DEF 14A of GBank Financial Holdings Inc.
Filed Mar 31, 2026 · FY20250001140361-26-012390
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS
Number of Directors; Terms of Office
Number of Directors; Terms of Office Our Board of Directors is currently comprised of nine (9) members. Our Bylaws provide that the number of members of our Board of Directors shall not be less than five (5) nor more than twenty five (25). In the event that the authorized number of directors shall be fixed with at least four (4), but less than nine (9), our Board of Directors shall be divided into two classes, designated Class I and Class II, each consisting of one-half of the total number of directors or as close an approximation as possible. In the event that the authorized number of directors shall be fixed at nine (9) or more, our Board of Directors shall be divided into three classes: Class I, Class II, and Class III, each consisting of a number of directors as nearly as practicable to one-third of the total number of directors. Because the number of members of our Board of Directors is currently fixed at nine (9), our Board of Directors is divided into three classes: Class I, Class II, and Class III. Class I Directors are currently serving a term that will expire at this year’s Annual Meeting. Class II Directors are currently serving a term that will expire at the annual meeting of stockholders to be held in 2027. Class III Directors are currently serving a term that will expire at the annual meeting of stockholders to be held in 2028. If elected, the below-listed nominees for Class I Directors will serve for a term commencing on the date of the Annual Meeting and continuing until our Company’s 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal from office. Each of the nominees listed below is currently serving as a Class I Director of our Company.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors With respect to each nominee for election as a Class I Director of our Company, the following table sets forth such nominee’s name, age as of December 31, 2025, and position(s) with our Company:
Nominees for Election as Class I Directors
| Name of Nominee | Age | Position | Director Since | | A. Lee Finley | 78 | Director | 2017 | | Charles W. Griege, Jr. | 63 | Director | 2021 | | William J. Hornbuckle | 68 | Director | 2019 |
Nominees for Election as Class I Directors
A. Lee Finley. A. Lee Finley has served as a director on our Board of Directors since December 2017. Mr. Finley also served as a director on the board of directors of the Bank (which we refer to as the “Bank Board”) from August 2013 to March 2022. Mr. Finley is the founder of BrandFX Body Company, which owns and operates seven truck body manufacturing plants located in Iowa, Minnesota, Indiana, and Texas. Mr. Finley is also the owner and founder of BFX Fire (a manufacturer of wild land fire trucks), Pioneer Truckweld (a manufacturer of dump trucks and trailers), F&F Composites Manufacturing, FWAM Aircraft Management Company, Touchdown Investments Inc., ALF Operating Partners Investment Company, Air Shelters USA, and Real Fleet Services, in addition to other minority interests in various diverse businesses. Mr. Finley received a Bachelor of Arts degree in Economics from the University of British Columbia. Charles W. Griege, Jr. Charles W. Griege, Jr. has served as a director on our Board of Directors since October 2021. Mr. Griege is the founding partner and Chief Investment Officer of Roaring Blue Lion Capital Management. He has over 30 years of capital markets experience and has been investing in bank stocks since 1986. Mr. Griege launched Roaring Blue Lion Capital Management’s Bank Consolidation Fund in April 2011 to capitalize on the significant change in the banking industry following the 2008 financial crisis. In addition, Mr. Griege was a founding partner of the CLO Opportunity Fund in 2009. Prior to founding Roaring Blue Lion Capital Management in 2005, Mr. Griege was a partner at Atlas Capital Management, an equity fund, where, during his four years there, he helped grow the firm from approximately $50 million in assets to approximately $650 million in assets. Prior to joining Atlas Capital Management, Mr. Griege spent six years in investment banking, most recently as a Managing Director at SoundView Technology Group. Prior to attending business school, Mr. Griege spent three years working at the Federal Home Loan Bank of Dallas. It was during this period that Mr. Griege worked closely with savings banks in the most troubled region of the United States and witnessed the creation of the Resolution Trust Corporation to dispose of the assets of failed banks and thrifts. Mr. Griege received an M.B.A. with honors from Columbia Business School, and a Bachelor of Arts degree in Economics from Vanderbilt University. William J. Hornbuckle. William (Bill) J. Hornbuckle has served as a director on our Board of Directors since January 2019. Mr. Hornbuckle is Chief Executive Officer (since 2019) and President (since 2012) of MGM Resorts International (NYSE: MGM), an S&P 500® global entertainment company featuring hotels and casinos, meeting and conference spaces, live and theatrical entertainment experiences, and an array of restaurant, nightlife, and retail offerings across the globe. As the Chief Executive Officer and President of MGM Resorts, Mr. Hornbuckle oversees all aspects of its strategy, operations, and hospitality and gaming development projects, including leading its global development efforts and its digital gaming strategy. At MGM Resorts, Mr. Hornbuckle also led the strategy and execution of its sale of MGM Growth Properties to Vici Properties, and MGM Resorts’ acquisition of the remaining share of CityCenter and of The Cosmopolitan of Las Vegas, led MGM Resorts’ domestic and international expansion efforts, and more recently, oversaw MGM Resorts’ expansion of entertainment and sports betting through the creation of BetMGM. Mr. Hornbuckle’s previous positions with MGM Resorts include: Chief Marketing Officer, President and Chief Operating Officer of Mandalay Bay, Chief Operating Officer of MGM Resorts International-Europe, and President and Chief Operating Officer of MGM Grand Las Vegas. Mr. Hornbuckle is also a member of the board of directors of MGM Resorts, and serves as the chairman of the board of directors of MGM China Holdings, which operates resorts in Macau. Mr. Hornbuckle also currently serves as Chairman of the U.S. Travel and Tourism Advisory Board, which advises the U.S. Secretary of Commerce on policy, regulation, programs, and issues that impact the travel and tourism industry in the United States. Mr. Hornbuckle also is a board member and President of T-Mobile Arena (a joint venture with AEG) and helped bring Las Vegas its first professional sports team through the establishment of the NHL’s Golden Knights. From 2016 to 2021, Mr. Hornbuckle was a member of the Clark County Stadium Authority Board, where he helped develop the Las Vegas NFL Stadium Project as part of a successful effort to attract an NFL team, the Raiders, to Las Vegas, and bring a WNBA team, the Aces, to Las Vegas. Mr. Hornbuckle also serves on the Board of Trustees for Three Square Food Bank and on the Board of Directors for the Fulfillment Fund. Mr. Hornbuckle received a Bachelor of Science degree in Hotel Administration from the University of Nevada, Las Vegas (UNLV), and has endowed a scholarship for students pursuing hospitality degrees at UNLV.
Continuing Directors
Continuing Directors A brief description of the background of each of our continuing Class II Directors and Class III Directors, together with a summary of the experience, qualifications, attributes and skills that supported our Board of Directors’ determination that such individual should serve as a director, is set forth below. Similar information has been provided under “Proposal 1 — Election of Directors—Nominees for Election as Class I Directors” above for each of A. Lee Finley, Charles W. Griege, Jr. and William J. Hornbuckle, as nominees for election as Class I Directors at the Annual Meeting.
Continuing Class II Directors with Terms Ending in 2027
Continuing Class II Directors with Terms Ending in 2027 Edward M. Nigro – Executive Chairman of our Board of Directors and our Chief Executive Officer – Director Since 2017 – Age 83. Edward M. Nigro, has served as the Executive Chairman of our Board of Directors since December 2017, and as the Chief Executive Officer of our Company since September 2025, and has also served as the Executive Chairman of the Bank Board since July 2007, and as the Chief Executive Officer of the Bank since August 2025. Mr. E. Nigro is also the President of Omega Industries, Inc., an investment management firm. Mr. E. Nigro has been actively engaged in the development, ownership, and operation of real estate in Las Vegas since 1979, and as an investor and manager in healthcare and diversified business enterprises since 1984. Mr. E. Nigro’s construction firm, Nigro Associates, has developed and constructed commercial and residential projects in Nevada, Arizona, Louisiana, Oregon, and California. Prior to our Company, Mr. E. Nigro served as a director and the chairman of the Audit Committee of Western Alliance Bancorporation (a New York Stock Exchange multibank holding company with over $4 billion in assets) and of BankWest of Nevada since their inception in 1995 and 1994, respectively, until his resignation from both companies in July 2006. Mr. E. Nigro previously served as vice chairman of the board of directors of the First Tee of Monterey County, served as chairman of the Audit Committee of the Monterey Peninsula Foundation, and served as a member of the Advisory Board of Habitat for Humanity, Las Vegas. From 1993 through its sale in 1996, Mr. E.Nigro was a principal stockholder and the chief executive officer, and a member of the Board of Directors of Prime Holdings, Inc., which was then the largest privately held healthcare delivery concern in Nevada. Previously, he held numerous senior management positions at Del Webb Corporation, including chief operations officer and director for that company’s six hotel-casino properties, with annual revenues in excess of $400 million. Mr. E. Nigro has served as a member of the Board of Directors of Elsinore Corporation (owner of the Four Queens Hotel & Casino) and of Sierra Nevada Gaming Corporation. Mr. E. Nigro has also been active in numerous philanthropic organizations, including Boy Scouts of America, the United Way Casino Campaign Division (as its Chairman), the Las Vegas Chamber of Commerce (as its Vice President and a member on its board of directors), the Nevada Resort Association (as a director and a member of its executive committee,) the Variety Club of Las Vegas (as its Chairman,) and the Muscular Dystrophy Association. Mr. E. Nigro has also served as a commissioned officer with the United States Air Force, where he was awarded the Air Medal for combat missions in Vietnam, two commendation medals for Meritorious Service, the Vietnam Campaign Medal (for four campaigns), and the Vietnam Service Medal. Mr. E. Nigro received a Bachelor of Arts degree in History from Holy Cross College. Michael C. Voinovich – Director Since 2017 – Age 52. Michael C. Voinovich has served as a director on our Board of Directors since December 2017, and as a director on the Bank Board since April 2015. Mr. Voinovich is Executive Vice President of ECHO Health, Inc., one of America’s leading payment processing companies, where he oversees its venture capital and corporate investment portfolios. Mr. Voinovich joined ECHO Health, Inc. in 2019 after a 20-year career in financial services, most recently as Managing Director of Investment Banking of Boenning & Scattergood, Inc., specializing in capital raising and providing merger advisory services for financial services companies. Mr. Voinovich has also served as a member of the Board of Managers of DPX Payments, LLC, a provider of digital payment solutions, since February 2023, as a director of Anchor Bancorporation, Inc. and its wholly owned subsidiary, Anchor State Bank, since August 2020, as a director of Middlefield Banc Corp. (NASDAQ: MBCN) and its wholly owned subsidiary, The Middlefield Banking Company, since May 2020, and as a director of RSI, LLC, a specialized employment search firm focused on placing neurologists and neurosurgeons across the United States, since November 2019. Mr. Voinovich received a Bachelor of Science degree in Business Administration from John Carroll University. James K. Sims – Director Since 2020 – Age 79. James K. Sims has served as a director on our Board of Directors since January 2020. Mr. Sims is a seasoned operator, entrepreneur, and investor with over 30 years of experience in building successful companies and creating shareholder value. Mr. Sims has also served as chairman of the board of directors of Airgain, Inc. since November 2003, and previously served as its interim Chief Executive Officer from May 2018 to March 2019, and as its Executive Chairman from October 2018 to March 2019. Mr. Sims’ accomplishments as an investor and entrepreneur include the founding of Silicon Valley Data Science, a “big data” solutions provider and technology firm, in 2012, and the founding of GEN3 Capital, a private equity fund to invest in technology-rich opportunities, in 2005. Since 2005, through GEN3 Capital and other initiatives, Mr. Sims was also instrumental in founding or expanding numerous start-up enterprises, including Airgain, Specialists On Call (a provider of telemedicine services), and EPAY Systems (a provider of distributed labor time and management solutions). Mr. Sims’ accomplishments as an operator include the founding of GEN3 Partners to focus on the business of corporate innovation in 1999. Leveraging his expertise in consulting and intellectual property and his extensive background in the venture community, Mr. Sims also launched several subsidiaries of GEN3 Partners based on technologies developed through its proprietary innovation methodology. Prior to GEN3 Partners, Mr. Sims founded Cambridge Technology Partners in 1991 and led the firm to $625 million in annual revenue, 4,500 employees, and international prominence as a leading systems-integration company. CTP pioneered the fixed-price, fixed-time custom application development model for enterprise clients, and in 2001, CTP, then a publicly traded company, was purchased by Novell, Inc. Mr. Sims graduated from Electronics School in the U.S. Navy and the Advanced Management Program at Harvard Business School.
Continuing Class III Directors with Terms Ending in 2028
Continuing Class III Directors with Terms Ending in 2028 Timothy P. Herbst – Director Since 2025 – Age 62. Timothy P. Herbst has served as a director on our Board of Directors since October 2025, and as a director on the Bank Board since July 2007. Mr. Herbst has also been the President of Terrible Herbst Inc. since 1985, where he oversees the operation of over 200 gas station and convenience store locations in Nevada, California, Utah, Arizona and New Mexico. Mr. Herbst has also been the President of Terribles Gaming since 2009, where he focuses on providing 3,000 gaming machines in restricted and non-restricted casinos in Nevada. Mr. Herbst served as a director of Nevada First Bank from 1999 to 2006. Additionally, he served as State President of the Nevada Petroleum Marketers Association and as Nevada Director of Petroleum Marketers Association of America (PMAA) Nevada. Mr. Herbst received a Bachelor of Science degree in Business Administration from the University of Southern California. Kathryn S. Lever – Director Since 2019 – Age 57. Kathryn S. Lever has served as a director on our Board of Directors since April 2019. Ms. Lever serves as General Counsel and Chief Administrative Officer of Great Canadian Gaming Corporation, a portfolio company of Apollo Global Management and the largest casino enterprise in Canada. Prior to Great Canadian Gaming Corporation, Ms. Lever held pivotal positions as Chief Legal Officer or General Counsel to some of the gaming industry’s most prominent companies, including Scientific Games (NASDAQ:SGMS) and its acquired entities, Bally Technology (NYSE:BYI) and SFHL Entertainment (NASDAQ:SHFL), where she spearheaded the legal strategy for more than $6.4 billion of strategic mergers and acquisitions. In Ms. Lever’s capacity as General Counsel & Executive Vice President of Baha Mar, a luxury resort and casino in the Bahamas, she established the foundational structure for its legal, regulatory, compliance, and surveillance functions. Ms. Lever was previously the first general counsel of Everi Payments Inc. (NYSE:EVRI), guiding the company through its initial listing on the NYSE, as well as a partner in the Las Vegas office of Shreck Brignone Godfrey. Ms. Lever is also an independent Director of GeoComply Solutions, an international leader in geolocation compliance, fraud prevention and cybersecurity solutions. Ms. Lever has been an Adjunct Professor and a member of the Gaming Law Advisory Board at the UNLV William S. Boyd School of Law, a Board Member and Advisory Member of Global Gaming Women, a Counsellor and former President of the International Association of Gaming Advisors, a committee member of the William Hill USA Charitable Foundation, and Chair of the Executive Committee of the Southern Nevada Chapter of Go Red for Women. Ms. Lever received a Bachelor of Laws degree from the University of Windsor Faculty of Law, and studied International Relations at the University of British Columbia. Todd A. Nigro – Director Since 2020 – Age 58. Todd A. Nigro has served as a director on our Board of Directors since December 2020, as the Vice Chairman of our Board of Directors since August 2024, and as a director on the Bank Board since March 2017. Mr. T. Nigro is the President of Nigro Development LLC where he focuses on providing a comprehensive solution to the development, construction, leasing, and management of many different types of commercial real estate assets, including master-planned business parks, neighborhood shopping centers, boutique hotels, specialized medical buildings, and neighborhood taverns with both restaurant and gaming operations. Mr. T. Nigro maintains contractors, real estate brokerage, property management, and liquor and gaming licenses in the State of Nevada. Mr. T. Nigro has served as both Chairman and a member of the board of directors of Habitat for Humanity Las Vegas, Inc., a non-profit organization that provides home ownership opportunities for low-income families, has served as both Chairman and a member of the City of Las Vegas Planning Commission, and has also developed affordable housing in the Downtown Redevelopment Area through a public/private partnership with the City of Las Vegas. Prior to Nigro Development, Mr. T. Nigro worked in the investment banking industry for Salomon Brothers Inc. as a financial analyst in the corporate finance department. Mr. T. Nigro received a Bachelor of Science degree in Business Administration with a dual emphasis in both Finance and Entrepreneurship from the University of Southern California School of Business.
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors Jeffery E. Whicker – Executive Vice President and Chief Financial Officer (our Company and the Bank) – Age 54. Jeffery E. Whicker has served as our Executive Vice President, Chief Financial Officer and Treasurer, and as the Executive Vice President and Chief Financial Officer of the Bank, since April 2021. Mr. Whicker has over 20 years of banking experience, pursuant to which he has overseen the operations of corporate financial systems, including general accounting, profitability measurement, internal auditing, risk management, SBA loans, mortgage loans, and mergers and acquisitions. Mr. Whicker began his career working in assurance services with Deloitte and Touche where he was able to develop his accounting and finances skills. Prior to joining our Company and the Bank, Mr. Whicker served as the Chief Financial Officer of several different banks, including Ameriprise Bank, Greystone Bank and West Town Bank and Trust. Mr. Whicker has led finance teams in organizations from start-ups to companies with over $14 billion in net assets, and has also led accounting teams through five acquisitions ranging in size from $200 million to $3.3 billion in assets. Mr. Whicker was also a founding member of the board of directors of the South East Bankers Affinity Group where he also served two terms as President of the organization. Mr. Whicker received an M.B.A., and a Bachelor of Science degree in Accounting, from the University of Utah, and is also a licensed Certified Public Accountant in the state of Utah. Tara A. Campbell – Executive Vice President and Chief Operating Officer (the Bank) – Age 46. Tara A. Campbell has served the Executive Vice President and Chief Operating Officer of the Bank since April 2023, where she plays a pivotal role in guiding the Bank’s operations and strategic growth. With over 25 years of operational experience in banking, Ms. Campbell has established herself as a proven leader with a track record of driving innovation and efficiency. Prior to joining the Bank, Ms. Campbell managed several cross-functional teams as the Executive Vice President and Director of Operations at Dallas Capital Bank. Ms. Campbell has also held several key operational positions at leading financial institutions, managing a variety of teams, including SBA lending, deposit operations, retail banking, loan operations, client services, treasury management, and product implementation. Ms. Campbell received a MBA, and a Bachelor of Science degree in Finance, from the University of Texas at Dallas. Nancy M. DeCou – Executive Vice President and Chief SBA Officer (the Bank) – Age 68. Nancy M. DeCou has served as Executive Vice President and Chief SBA Officer of the Bank since May 1, 2015. Ms. DeCou is a veteran of the banking industry with over 40 years of commercial banking experience. Prior to joining the Bank, Ms. DeCou was the Chief Credit Officer of First Security Bank of Nevada, and prior to First Security Bank of Nevada, she was the Chief Credit Officer of Partners Bank of California, and prior to Partners Bank of California, she was the Chief Credit Officer of Desert Community Bank. Ms. DeCou has established Small Business Administration (“SBA”) lending departments at multiple banks and received SBA Preferred Lender Program status for each. As a champion of small business lending and government guaranteed lending programs, Ms. DeCou has been honored as SBA Financial Services Advocate of the Year and was recipient of the Spirit of the Entrepreneur Award from California State University in San Bernardino. Ms. DeCou is active with the National Association of Government Guaranteed Lenders, and has served on their National Education Committee. In addition to receiving a Congressional Honors Award for Promotion of Small Business Lending, Ms. DeCou also previously served as Vice-Chairman for the Enterprise Funding CDC in Redlands, California. Ms. DeCou attended the Pacific Coast Banking School at University of Washington, where she later served as Alumni Associate Director of Faculty. Scot M. Levine – Executive Vice President and Chief Risk Officer (the Bank) – Age 47. Scot M. Levine has served as Executive Vice President and Chief Risk Officer of the Bank since April 2024. Mr. Levine has over 14 years of experience working within and advising consumer and commercial financial institutions, including Experian, BMO Harris Bank, Discover Bank, Credit One Bank, and KPMG LLP, and has a proven track record of developing, testing, and maturing the risk management and compliance programs of such financial institutions. Mr. Levine is a seasoned compliance and risk officer with expertise in risk management, compliance management systems, enterprise risk management, and lending, deposits, privacy and marketing (including digital) regulations. Mr. Levine received a Juris Doctorate degree from John Marshal Law School, and a Bachelor of Arts degree in Communications from the University of Arizona. Hilary R. Sledge-Sarnor – Executive Vice President, General Counsel and Corporate Secretary (Company and GBank) – Age 44. Hilary R. Sledge-Sarnor has served as our Executive Vice President, General Counsel and Corporate Secretary, and as the Executive Vice President, General Counsel and Corporate Secretary of the Bank, since October 2025. In this role, she oversees the Company’s legal, regulatory, and corporate governance functions, including securities law compliance and reporting, board governance, and strategic transactions. Ms. Sledge-Sarnor has 20 years of legal and financial services experience. Ms. Sledge-Sarnor was previously a Shareholder in the Financial Regulatory and Compliance and Debt Finance groups at Greenberg Traurig, LLP, advising banks, fintech and payments companies, and digital asset firms on complex regulatory, transactional, corporate governance and capital markets matters. Previously, she spent nearly a decade at MUFG Bank, Ltd. and MUFG Union Bank, N.A. where she advised on regulatory, transactional, corporate governance and strategic matters, including the $8B sale of the assets of Union Bank to U.S. Bank, N.A. Ms. Sledge-Sarnor is a frequent speaker and author Ms. Sledge-Sarnor received a Juris Doctorate degree from Santa Clara University School of Law, and a Bachelor of Arts degree in Political Science from Barnard College, Columbia University. Jason Amos – Executive Vice President and Chief Technology Officer (GBank) – Age 47. Jason Amos has served as Executive Vice President and Chief Technology Officer of the Bank since December 2025. Mr. Amos has over 20 years of experience leading the design, development, and operation of large-scale technology platforms across global enterprises, including Microsoft Corporation, Intel Security (McAfee), and Dell Technologies, and has served as chief technology officer for technology and fintech companies. Mr. Amos has a proven track record of building and scaling secure, regulated platforms within complex enterprise environments. His background spans cloud infrastructure, cybersecurity, artificial intelligence, and machine learning (including large-scale language model applications), payment infrastructure, and the development of private cloud and data center systems. Mr. Amos focuses on modernizing payments infrastructure and strengthening technology governance in support of regulated financial institution operations. Mr. Amos received a Bachelor of Science degree in Computer Science from the University of Memphis.
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information as to the total compensation paid to our Named Executive Officers for the fiscal years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | Other Compensation ($) | Total ($) | | Edward M. Nigro Executive Chairman and Chief Executive Officer | 2025 | 250,000 | 281,250 | 730,200 | — | — | — | 27,887(2) | 1,289,337 | | | 2024 | 250,000 | 193,750 | 365,841 | — | — | — | 19,802(3) | 829,393 | | Jeffery E. Whicker Chief Financial Officer | 2025 | 305,451 | 141,500 | 133,771 | | | | 18,703(4) | 599,425 | | | 2024 | 280,592 | 104,500 | 79,020 | | | | 17,648(5) | 481,760 | | Nancy M. DeCou EVP & Chief SBA Officer of the Bank | 2025 | 248,099 | — | 726,600 | — | — | — | 3,261,901(6) | 4,236,600 | | | 2024 | 229,662 | — | 79,020 | — | — | — | 4,056,947(7) | 4,365,629 | | T. Ryan Sullivan(8) Former President and Chief Executive Officer | 2025 | 300,000 | 131,250 | — | — | — | — | 631,336(9) | 1,062,586 | | | 2024 | 400,000 | 193,750 | 365,841 | — | — | — | 43,485(10) | 1,003,076 |
Summary Compensation Table
| (1) Amounts in this column represent the aggregate grant date fair value of restricted shares of our Common Stock awarded during the year. The grant date fair values are calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions for these grants, see “Note 11. Equity Award Plans” in the Notes to our audited consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026. |
Summary Compensation Table
| (2) This amount consisted of a 401(k) employer match of $14,000, an employer contribution for group term life insurance of $324, an employer contribution for health insurance of $5,163, a phone & data allowance of $2,400, and a car allowance of $6,000. |
Summary Compensation Table
| (3) This amount consisted of a 401(k) employer match of $3,634, an employer contribution for group term life insurance of $2,605, an employer contribution for health insurance of $5,163, a phone & data allowance of $2,400, and a car allowance of $6,000. |
Summary Compensation Table
| (4) This amount consisted of a 401(k) employer match of $12,054, an employer contribution for group term life insurance of $649, and a car allowance of $6,000. |
Summary Compensation Table
| (5) This amount consisted of a 401(k) employer match of $11,223, an employer contribution for group term life insurance of $425, and a car allowance of $6,000. |
Summary Compensation Table
| (6) This amount consisted of a 401(k) employer match of $14,000, an employer contribution for group term life insurance of $423, and total commissions of $3,247,478. |
Summary Compensation Table
| (7) This amount consisted of a 401(k) employer match of $53,689, an employer contribution for group term life insurance of $3,400, and total commissions of $3,999,858. |
Summary Compensation Table
| (8) T. Ryan Sullivan resigned as the President and Chief Executive Officer of our Company, and as the President and Chief Executive Officer of the Bank, effective September 30, 2025. Mr. Sullivan’s base salary for 2025 was prorated based on his actual employment period during 2025. |
Summary Compensation Table
| (9) This amount consisted of a 401(k) employer match of $12,431, an employer contribution for group term life insurance of $573, an employer contribution for health insurance of $14,179, a phone & data allowance of $3,000, a car allowance of $10,000, a payout for accrued and unused paid time-off of $66,153, and severance of $525,000 in connection with his resignation. |
Summary Compensation Table
| (10) This amount consisted of a 401(k) employer match of $14,154, an employer contribution for group term life insurance of $277, an employer contribution for health insurance of $13,454, a phone & data allowance of $3,600, and a car allowance of $12,000. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information regarding unvested equity awards for each of our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | Option awards | | | | Stock awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Edward M. Nigro(2) | — | — | — | — | 56,273 | 1,907,092 | | Jeffery E. Whicker(3) | 60,000 | 40,000 | 10.80 | 8/1/2032 | 7,173 | 243,093 | | Nancy M. DeCou(4) | — | — | — | — | 24,123 | 817,528 | | T. Ryan Sullivan(5) | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) Market value computed by multiplying the number of restricted stock units that have not vested by $33.89, which was the closing price of a share of our Common Stock on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (2) Pursuant to Mr. E. Nigro’s restricted stock award agreement dated December 18, 2020, we granted 6,500 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $6.15 per share, with a term which expired on December 18, 2025, and where 1,300 shares vest annually over a five-year period beginning on December 18, 2021. Pursuant to Mr. E. Nigro’s restricted stock award agreement dated October 12, 2021, we granted 5,700 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.95 per share, with a term expiring on October 12, 2026, and where 1,140 shares vest annually over a five-year period beginning October 12, 2022. Pursuant to Mr. E. Nigro’s restricted stock award agreement dated October 10, 2022, we granted 4,500 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.70 per share, with a term expiring on October 10, 2027, and where 900 shares vest annually over a five-year period beginning October 10, 2023. Pursuant to Mr. E. Nigro’s restricted stock award agreement dated October 25, 2023, we granted 50,000 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $13.50 per share, with a term expiring on October 25, 2026, and where 16,667 shares vest annually over a three-year period beginning October 25, 2024. Pursuant to Mr. E. Nigro’s restricted stock award agreement dated October 7, 2024, we granted 16,667 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $21.95 per share, with a term expiring on October 27, 2027, and where 5,555 shares vest annually over a three-year period beginning October 25, 2025. Pursuant to Mr. E. Nigro’s restricted stock award agreement dated December 18, 2025, we granted 20,000 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $36.33 per share, with a term expiring on December 18, 2028, and where 633 shares vest annually over a three-year period beginning December 18, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (3) Pursuant to Mr. Whicker’s stock option agreement dated August 1, 2022, we granted stock options to purchase 100,000 shares of our Common Stock under the 2016 Equity Incentive Plan at an exercise price of $10.80 per share, with a term expiring on August 1, 2032, and where 20,000 shares vest annually over a five-year period beginning August 1, 2023. Pursuant to Mr. Whicker’s restricted stock award agreement dated October 12, 2021, we granted 2,200 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.95 per share, with a term expiring on October 12, 2026, and where 440 shares vest annually over a five-year period beginning October 12, 2022. Pursuant to Mr. Whicker’s restricted stock award agreement dated October 10, 2022, we granted 1,750 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.70 per share, with a term expiring on October 10, 2027, and where 350 shares vest annually over a five-year period beginning October 10, 2023. Pursuant to Mr. Whicker’s restricted stock award agreement dated October 25, 2023, we granted 4,000 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $13.50 per share, with a term expiring on October 25, 2026, and where 1,333 shares vest annually over a three-year period beginning October 25, 2024. Pursuant to Mr. Whicker’s restricted stock award agreement dated October 7, 2024, we granted 3,600 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $21.95 per share, with a term expiring on October 27, 2027, and where 1,200 shares vest annually over a three-year period beginning October 25, 2025. Pursuant to Mr. Whicker’s restricted stock award agreement dated December 18, 2025, we granted 1,900 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $36.33 per Share, with a term expiring on December 18, 2028, and where 633 shares vest annually over a three-year period beginning December 18, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (4) Pursuant to Ms. DeCou’s restricted stock award agreement dated December 18, 2020, we granted 4,800 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $6.15 per share, with a term expiring on December 18, 2025, and where 960 shares vest annually over a five-year period beginning December 18, 2021. Pursuant to Ms. DeCou’s restricted stock award agreement dated October 12, 2021, we granted 2,200 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.95 per share, with a term expiring on October 12, 2026, and where 440 shares vest annually over a five-year period beginning October 12, 2022. Pursuant to Ms. DeCou’s restricted stock award agreement dated October 10, 2022, we granted 1,750 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.70 per share, with a term expiring on October 10, 2027, and where 350 shares vest annually over a five-year period beginning October 10, 2023. Pursuant to Ms. DeCou’s restricted stock award agreement dated October 25, 2023, we granted 1,750 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $13.50 per share, with a term expiring on October 25, 2026, and where 583 shares vest annually over a three-year period beginning October 25, 2024. Pursuant to Ms. DeCou’s restricted stock award agreement dated October 7, 2024, we granted 3,600 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $21.95 per share, with a term expiring on October 27, 2027, and where 1,200 shares vest annually over a three-year period beginning October 25, 2025. Pursuant to Ms. DeCou’s restricted stock award agreement dated December 18, 2025, we granted 20,000 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $36.33 per share, with a term expiring on December 18, 2028, and where 6,666 shares vest annually over a three-year period beginning December 18, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (5) Pursuant to Mr. Sullivan’s restricted stock award agreement dated December 18, 2020, we granted 10,700 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $6.15 per share, with a term expiring on December 18, 2025, and where 2,140 shares vest annually over a five-year period beginning December 18, 2021. Pursuant to Mr. Sullivan’s restricted stock award agreement dated October 12, 2021, we granted 5,700 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.95 per share, with a term expiring on October 12, 2026, and where 1,140 shares vest annually over a five-year period beginning October 12, 2022. Pursuant to Mr. Sullivan’s restricted stock award agreement dated October 10, 2022, we granted 4,500 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $9.70 per share, with a term expiring on October 10, 2027, and where 900 shares vest annually over a five-year period beginning October 10, 2023. Pursuant to Mr. Sullivan’s restricted stock award agreement dated October 25, 2023, we granted 50,000 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $13.50 per share, with a term expiring on October 25, 2026, and where 16,667 shares vest annually over a three-year period beginning October 25, 2024. Pursuant to Mr. Sullivan’s restricted stock award agreement dated October 7, 2024, we granted 16,667 shares of our Common Stock under the 2016 Equity Incentive Plan at a fair market value at the date of grant of $21.95 per share, with a term expiring on October 27, 2027, and where 5,555 shares vest annually over a three-year period beginning October 25, 2025. As part of Mr. Sullivan’s severance package when he resigned from our Company, the vesting of his restricted stock awards that would have vested through June 30, 2026 (which is the end of the period during which he will provide consulting services to the Company) were accelerated, and such shares of our Common Stock underlying such vested restricted stock awards were issued to him, and the remaining unvested restricted stock awards were forfeited and cancelled. |
Director Compensation
Director Compensation The following table sets forth information regarding the compensation paid to the non-employee directors on our Board of Directors for the fiscal year ended December 31, 2025. Edward M. Nigro does not receive any additional compensation for his service on our Board of Directors.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | A. Lee Finley | $— | $66,098(2) | $— | $— | $— | $— | $66,098 | | Charles W. Griege, Jr. | $— | $63,400(3) | $— | $— | $— | $— | $63,400 | | Timothy P. Herbst(4) | $— | $39,963(5) | $— | $— | $— | $— | $39,963 | | William J. Hornbuckle | $— | $64,574(6) | $— | $— | $— | $— | $64,574 | | Kathryn S. Lever | $— | $65,442(7) | $— | $— | $— | $— | $65,442 | | Todd A. Nigro | $— | $70,724(8) | $— | $— | $— | $— | $70,724 | | James K. Sims | $— | $67,388(9) | $— | $— | $— | $— | $67,388 | | Alan C. Sklar(10) | $— | $29,894(11) | $— | $— | $— | $— | $29,894 | | Michael C. Voinovich | $— | $80,360(12) | $— | $— | $— | $— | $80,360 |
Director Compensation
| (1) As required by SEC rules, amounts in this column represent the aggregate grant date fair value of stock-based compensation expense as required by FASB ASC Topic 718. See note (1) in the Summary Compensation Table above for additional details on the grant date fair value of awards. |
Director Compensation
| (2) This amount represents 742 shares of our Common Stock at the fair value of stock awards granted during the year and 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Director Compensation
| (3) This amount represents 665 shares of our Common Stock at the fair value of stock awards granted during the year and 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Director Compensation
| (4) Timothy P. Herbst was appointed as a director on our Board of Directors effective October 28, 2025. Compensation reflected in the table is compensation received from the date of his appointment as a director to December 31, 2025. |
Director Compensation
| (5) This amount represents 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Director Compensation
| (6) This amount represents 698 shares of our Common Stock at the fair value of stock awards granted during the year and 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Director Compensation
| (7) This amount represents 723 shares of our Common Stock at the fair value of stock awards granted during the year and 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Director Compensation
| (8) This amount represents 872 shares of our Common Stock at the fair value of stock awards granted during the year and 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Director Compensation
| (9) This amount represents 778 shares of our Common Stock at the fair value of stock awards granted during the year and 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Director Compensation
| (10) Alan C. Sklar resigned as a director on our Board of Directors effective October 28, 2025. Compensation reflected in the table is compensation received from January 1, 2025 to the date of his resignation as a director. |
Director Compensation
| (11) This amount represents 848 shares of our Common Stock at the fair value of stock awards granted during the year. |
Director Compensation
| (12) This amount represents 1,146 shares of our Common Stock at the fair value of stock awards granted during the year and 1,100 Restricted Stock Awards granted on December 18, 2025 vesting over three years. |
Narrative Discussion of Director Compensation Table
Narrative Discussion of Director Compensation Table