DEF 14A of CoastalSouth Bancshares, Inc.
Filed Mar 13, 2026 · FY20250001193125-26-105139
Election of Directors
Election of Directors
The Compensation Committee
The Compensation Committee The Compensation Committee is responsible for discharging the Board of Directors’ responsibilities relating to compensation of the executives and directors. Among other things, the Compensation Committee: • reviews and approves corporate performance goals and objectives relevant to the compensation of executive officers and other members of our management team; • evaluates and approves compensation plans and programs proposed by management, as well as material modification or termination of existing plans and programs; • establishes policies with respect to equity compensation arrangements; • reviews and oversees compensation and benefit plans; • reviews and approves the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements (including, without limitation, perquisites and any other form of compensation) for executive officers and other members of our management team; • recommends to the Board of Directors compensation for directors; and • annually reviews the Compensation Committee's charter and the committee’s performance. The Compensation Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and the NYSE. The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee has engaged the services of FW Cook & Associates (“FW Cook”) as its independent outside compensation consultant to perform analyses and provide advice related to the Company’s executive and director compensation programs. All executive compensation services provided by FW Cook were conducted under the direction or authority of the Compensation Committee. The Compensation Committee evaluated whether any services proposed to be performed during 2025 by FW Cook raised any conflict of interest and determined that it did not. Neither FW Cook nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. As requested by the Compensation Committee, FW Cook’s services to the Compensation Committee included, among other things, providing perspective on current trends and developments in executive and director compensation, as well as analysis of benchmarking data against peer companies for both executive and director compensation.
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total Compensation ($) | | Stephen R. Stone | | | | | | | | President & Chief Executive Officer | 2025 | $617,333 | $357,000 | $381,700 | $34,189 | $1,390,222 | | | 2024 | 576,118 | 680,000 | 328,300 | 33,323 | 1,617,741 | | Anthony P. Valduga | | | | | | | | Chief Financial Officer & Chief Operating Officer | 2025 | 380,936 | 157,500 | 235,000 | 32,690 | 806,126 | | | 2024 | 370,397 | 280,500 | 221,000 | 28,291 | 900,188 | | Lauren M. Hemby | | | | | | | | Executive Vice President & Chief Accounting Officer | 2025 | 241,397 | 42,000 | 110,900 | 18,072 | 412,369 |
Summary Compensation Table
(1) The amounts reported here do not reflect the actual economic value realized by each named executive officer. In accordance with SEC rules, the Stock Awards column reflects the grant date fair value of restricted stock unit (RSU) awards, calculated in accordance with ASC 718. For additional information, see Note 13 in our Annual Report on Form 10-K as of December 31, 2025 filed with the SEC. (2) All Other Compensation for 2025 includes the following:
Summary Compensation Table
| Name | Year | Health and Welfare Reimbursement | 401(k) Matching Contributions | Life Insurance | Cell Phone Reimbursement | | Stephen R. Stone | 2025 | $15,001 | $17,500 | $1,208 | $480 | | Anthony P. Valduga | 2025 | 13,527 | 17,500 | 1,183 | 480 | | Lauren M. Hemby | 2025 | - | 16,952 | 640 | 480 |
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table shows stock awards outstanding for each of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested(#)(1) | Market value of shares or units of stock that have not vested($)(2) | | Stephen R. Stone | 9/22/2017 | 75,000 | - | 13.00 | 9/22/2027 | | | | | 5/1/2019 | 34,000 | - | 14.00 | 5/1/2029 | | | | | 5/4/2020 | 10,000 | - | 9.02 | 5/4/2030 | | | | | 10/21/2020 | 10,000 | - | 11.79 | 10/21/2030 | | | | | 4/27/2023 | | | | | 17,000 | 395,250 | | | 2/1/2024 | | | | | 40,000 | 930,000 | | | 1/17/2025 | | | | | 17,000 | 395,250 | | Anthony P. Valduga | 9/22/2017 | 75,000 | - | 13.00 | 9/22/2027 | | | | | 5/1/2019 | 23,000 | - | 14.00 | 5/1/2029 | | | | | 5/4/2020 | 7,500 | - | 9.02 | 5/4/2030 | | | | | 10/21/2020 | 7,500 | - | 11.79 | 10/21/2030 | | | | | 4/27/2023 | | | | | 13,000 | 302,250 | | | 3/19/2024 | | | | | 17,000 | 395,250 | | | 1/17/2025 | | | | | 7,500 | 174,375 | | Lauren M. Hemby | 9/22/2017 | 20,000 | - | 13.00 | 9/22/2027 | | | | | 5/1/2019 | 6,000 | - | 14.00 | 5/1/2029 | | | | | 5/4/2020 | 5,000 | - | 9.02 | 5/4/2030 | | | | | 10/21/2020 | 5,000 | - | 11.79 | 10/21/2030 | | | | | 4/28/2021 | 3,500 | - | 16.50 | 4/28/2031 | | | | | 1/25/2022 | 3,000 | - | 16.94 | 1/25/2035 | | | | | 4/27/2023 | | | | | 4,000 | 93,000 | | | 3/19/2024 | | | | | 2,500 | 58,125 | | | 1/17/2025 | | | | | 2,000 | 46,500 |
Outstanding Equity Awards at 2025 Fiscal Year End
(1) RSUs granted in 2023 cliff vest on the third anniversary of the grant date, RSUs granted in 2024 and 2025 cliff vest on the fifth anniversary of the grant date and in each case subject to the NEO’s continued service on such date (with certain exceptions). (2) Market value is calculated on the basis of $23.25 per share, which was the closing sales price for our common stock as reported on the NYSE on December 31, 2025.
Potential Payments Upon Termination of Employment or Change in Control
Potential Payments Upon Termination of Employment or Change in Control Messrs. Stone and Valduga. Pursuant to Messrs. Stone and Valduga employment agreements, in the event of their termination by the Bank without cause (as defined in the agreement) or their resignation for good reason (as defined in the agreement) (in either case, a “qualifying termination”), the executive will receive a severance payment equal to 1.50 times the sum of (1) the executive’s base salary in effect as of the date of termination and (2) the average of his annual bonuses for the preceding 3 years. The executive would also receive an additional cash payment equal to the pro-rata portion of his annual cash bonus for the year during which his qualifying termination occurred. In addition, the Bank shall pay the excess cost of COBRA beyond what the executive would have to pay for such coverage under the Bank’s health and welfare plan until the earlier of (1) the date on which he first becomes eligible for health insurance with another employer, or (2) the period that Mr. Stone would be entitled to coverage under COBRA. In the event of a qualifying termination upon or within 18 months of a change in control of the Company, the agreement provides that the executive will be entitled to a change in control severance payment equal to 2.99 times the sum of (1) the executive’s base salary in effect as of the date of termination and (2) the average of his annual bonuses for the preceding 3 years. The agreement provides that gross payments due to the executive in the event of a change in control will be reduced to avoid an excess parachute payment under Section 280G of the Code if the effect would be to deliver a greater after-tax benefit than the employee would receive with an unreduced benefit. The agreement requires compliance with a one-year non-competition covenant inside certain restricted territories and a one-year non-solicitation covenant related to employees and customers. Ms. Hemby. Ms. Hemby participates in the Bank’s Executive Severance Plan (the “Executive Severance Plan”), which provides severance benefits to designated participants under certain circumstances, subject to the participant’s execution of a general release of claims and compliance with restrictive covenants. Pursuant to the Executive Severance Plan, in the event of Ms. Hemby’s termination by the Bank without cause (as defined in the Executive Severance Plan) or her resignation for good reason (as defined in the Executive Severance Plan) (in either case, a “qualifying termination”), other than in connection with a change in control, Ms. Hemby will receive severance in an amount equal to twenty-five percent (25%) of her annual base salary, payable in approximately equal installments over a 3-month period in accordance with the Bank’s regular payroll practices. If such qualifying termination occurs within twelve (12) months following a change in control, Ms. Hemby will receive, instead, a lump sum payment equal to 1.5 times the sum of (i) her base salary in effect as of the date of termination and (ii) the average of her annual bonuses for the preceding three years, payable in a single lump sum within sixty (60) days following termination. The Executive Severance Plan requires compliance with a one-year non-competition covenant inside certain restricted territories and a one-year non-solicitation covenant related to employees and customers. The Executive Severance Plan provides that gross payments due to the executive in the event of a change in control will be reduced to avoid an excess parachute payment under Section 280G of the Code.
2025 Director Compensation
2025 Director Compensation The following table sets forth information regarding compensation paid, earned or awarded to each non-employee director during the year ended December 31, 2025 for service as a member of our Board and committees thereof, as well as for service on the Company's Board of Directors. Mr. Stone does not receive any additional compensation for service on the Company's Board of Directors.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Total ($) | | John G. Aldridge, Jr. | $58,830 | $58,830 | | L. Scott Askins | 58,830 | 58,830 | | Ernst. W. Bruderer | 63,070 | 63,070 | | Patrick M. Frawley | 64,130 | 64,130 | | J. Simon Fraser (1) | 58,830 | 58,830 | | Mark A. Griffith | 63,070 | 63,070 | | Michael B. High (2) | 58,830 | 58,830 | | James N. Richardson, Jr. | 58,830 | 58,830 | | James S. MacLeod | 95,930 | 95,930 | | Joseph V. Topper, Jr. | 63,070 | 63,070 | | Boris Gutin (2), (3) | 58,830 | 58,830 |
2025 Director Compensation
(1) For 2025, all fees paid to Mr. Fraser were for service on the Board of Directors for Coastal States Bank. (2) In connection with their appointment to our Board, we agreed to compensate each of Messrs. Gutin and High pursuant to the terms of our annual non-employee director compensation program. Due to certain internal policies and arrangements, Messrs. Gutin and High may not receive any direct compensation from boards of directors on which they serve; instead, any such payments are required to be made to GCP Capital Partners LLC and Patriot Financial Manager LP, respectively. Accordingly, the annual non-employee director compensation to which Messrs. Gutin and High would have been entitled is paid (including for tax purposes) to GCP Capital Partners LLC and Patriot Financial Manager LP, respectively. (3) Mr. Gutin resigned from the Board of Directors on November 19, 2025.
Director Compensation Policy
Director Compensation Policy The following table sets forth information for 2025 regarding annual cash retainers and additional compensation paid based on the Director's chairperson responsibilities.
Director Compensation Policy
| | 2025 | | Annual Cash Retainer | $58,830 | | Additional Annual Cash Retainer - Chairman of the Board | 19,600 | | Annual RSU Grant | - | | Chairperson of the Board | 17,500 | | Audit Committee Chairperson | 4,240 | | Compensation Committee Chairperson | 4,240 | | Nominating and Governance Committee Chairperson | 4,240 | | Credit and Risk Committee Chairperson | 5,300 |
Director Compensation Policy
We also offer reimbursements to our directors for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of our Board of Directors and Committees.