DEF 14A of GBank Financial Holdings Inc., Jul 2, 2025

DEF 14A of GBank Financial Holdings Inc.

Filed Jul 2, 2025 · FY20240001477932-25-004892

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  2. Number of Directors; Terms of Office

    Number of Directors; Terms of Office The Company’s Board is currently comprised of ten (10) members. Our Bylaws provide that the number of members of board of directors of the Company 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 at nine (9) or more, the Board 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 and directors. In the event that the authorized number of directors shall be fixed with at least four (4), but less than nine (9), the Board shall be divided into two classes, designated Class I and Class II, each consisting of one-half of the directors or as close an approximation as possible. Because the number of members of the Board is fixed at ten (10), the Board is divided into three classes: Class I, Class II, and Class III. Class I Directors are currently serving a term expiring at the annual meeting of stockholders to be held in 2026. 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 this year’s Annual Meeting. If elected, the below-listed Class III nominees will serve for a term commencing on the date of the Annual Meeting and continuing until the 2028 annual meeting of stockholders of the Company or until each person’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 III director of the Company.

  3. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table sets forth the name, age as of December 31, 2024, and positions with the Company for each nominee for election as a Class III director of the Company:

  4. Nominees for Election as Class III Directors

    | Name of Nominee | Age | Position | Director Since | | Kathryn S. Lever | 56 | Director | 2019 | | Todd A. Nigro | 57 | Director | 2020 | | Alan C. Sklar | 65 | Director | 2017 |

  5. Nominees for Election as Class III Directors

    Kathryn S. Lever – Director Since 2019 – Age 56. Kathryn S. Lever has served as a director since April, 23, 2019. Ms. Lever serves as General Counsel, Chief Privacy Officer and Corporate Secretary to Great Canadian Gaming Corporation, a portfolio company of Apollo Global Management and the largest casino enterprise in Canada. She has held pivotal positions as Chief Legal Officer or General Counsel to some of the gaming industry’s most dominant entities, 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 $6.4B in strategic mergers and acquisition. In her capacity as General Counsel & EVP at the $4.3 billion Baha Mar luxury resort and casino, Ms. Lever established the foundational structure for legal, regulatory, compliance, and surveillance functions. Ms. Lever was previously the first general counsel of Everi Payments Inc. (NYSE:EVRI), guiding the organization through its initial listing on the NYSE, as well as partner in the Las Vegas office of Shreck Brignone Godfrey, prior to its merger as Brownstein Hyatt Farber Shreck. Beyond the gaming industry, she has applied her multifaceted expertise in FinTech, corporate law, and risk management as a Director and Chair of the Audit Committee at GBank Financial Holdings Inc., and as an independent Director of GeoComply Solutions, an international leader in geolocation compliance, fraud prevention and cybersecurity solutions. Ms. Lever is committed to philanthropic engagement within with her industry and community and has been an Adjunct Professor and 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.

  6. Nominees for Election as Class III Directors

    | 5 | | Table of Contents |

  7. Nominees for Election as Class III Directors

    Todd A. Nigro – Director Since 2020 – Age 57. Todd A. Nigro has served as the Vice Chairman of the Board since August 27, 2024, as Secretary since April 23, 2025, and as a director since December 8, 2020, and as a member of the Board of Directors of GBank since March 28, 2017. Mr. Nigro owns and operates companies in the development, construction, asset management, and gaming and hospitality businesses. As President of Nigro Development LLC, Mr. Nigro focuses his energy on providing a comprehensive solution to the development, construction, leasing, and management of many different types of commercial real estate assets ranging from master-planned business parks, neighborhood shopping centers, boutique hotels, specialized medical buildings, and neighborhood taverns with both restaurant and gaming operations. Mr. Nigro maintains contractors, real estate brokerage, property management, and liquor and gaming licenses in the State of Nevada. He has served as both Chairman and a Board Member of Habitat for Humanity Las Vegas, Inc., a non-profit organization that provides home ownership opportunities for low-income families. He also has served as both Chairman and a Member of the City of Las Vegas Planning Commission and has developed affordable housing in the Downtown Redevelopment Area through a public/private partnership with the City of Las Vegas. Prior to returning to Las Vegas in 1991, Mr. Nigro worked in the investment banking industry for Salomon Brothers Inc. as a financial analyst in the Corporate Finance Department. Mr. Nigro graduated in 1990 with a Bachelor of Science with a dual emphasis in both Finance and Entrepreneurship from the University of Southern California School of Business. Alan C. Sklar – Director Since 2017 – Age 65. Alan C. Sklar has served as a director since December 5, 2017, and as a member of the Board of Directors of GBank since July 24, 2007. Mr. Sklar is a principal in Sklar Williams PLLC, which he founded in 1995. He has practiced corporate, securities, real estate, healthcare, and commercial law since the early 1980s. Mr. Sklar previously practiced law at Mitchell Silberberg & Knupp and Warren Clark & Sklar in Los Angeles, and Gordon & Silver in Las Vegas, was Managing Director of a New York-based private equity firm, and co-founded Nevada-based accountable care organization Silver State ACO. In addition to his service on the Boards of Directors of GBank and GBank Financial Holdings Inc., Mr. Sklar is a member of the Board of Directors of numerous private for-profit corporations and of the Advisory Board of Battle Born Ventures (the State of Nevada’s venture capital investment vehicle). Mr. Sklar is a graduate of the University of Pennsylvania’s College of Arts & Science (Summa Cum Laude) and School of Law, is a member of Phi Beta Kappa and other honorary societies, and has published several articles on corporate, securities, real estate, and commercial law for the Practising Law Institute and other publications. He is admitted to the state bars of Nevada and California.

  8. Continuing Directors

    Continuing Directors A brief description of the background of each of our continuing Class I and Class II directors, together with the experience, qualifications, attributes or skills that caused our board of directors to determine that the individual should serve as a director, is set forth below. Similar information for each of Kathryn S. Lever, Todd A. Nigro and Alan C. Sklar, as Class III directors, who has each been nominated to serve in such role, has been provided above.

  9. Continuing Class I Directors with Terms Ending in 2026

    Continuing Class I Directors with Terms Ending in 2026 T. Ryan Sullivan – President and Chief Executive Officer – Director Since 2017 – Age 50. T. Ryan Sullivan has served as a director since December 5, 2017, and as a member of the Board of Directors at GBank since January 25, 2011, and has served as President/Chief Executive Officer of the GBank since July 2013, and of the Company since December 2017. In January 2025, and for the third consecutive year, OTCQX ranked GBFH in its OTCQX Best 50 based on prior year total return and average dollar volume growth, a list that spans over 600 companies of all sizes, industries, and geographic regions, from well-capitalized US community banks to large cap global brands. Under his direction, GBank was recognized by S&P Capital IQ in its Top 100 Best-Performing Community Banks for six consecutive years (2016-2022). In 2025, GBFH began trading on the NASDAQ, marking a significant milestone in the company’s evolution. Mr. Sullivan has 26 years of commercial banking experience. He was the Bank’s original Chief Financial Officer and served in that capacity from inception in September 2007 through July 2013, when he was named President/Chief Executive Officer. He has served as a Bank Director since January 2011. Mr. Sullivan has provided organizational oversight for the Risk Management, Sales Production Management, Accounting/Finance, Credit and Lending Administration, Deposit Operations, Information Technology/Cybersecurity, Community Reinvestment, Gaming FinTech, and Investment functions. Previously, Mr. Sullivan served as the Chief Financial Officer of Alliance Bank of Arizona, a $650 million statewide commercial bank at the time of departure, where he had responsibilities including active balance sheet portfolio management, serving as Chairman of the Asset/Liability Committee, and managing Audit and Risk Management functions of the bank while coordinating organizational compliance with Sarbanes-Oxley requirements. Additionally, he provided management and oversight for Deposit Operations, Information Technology and Human Resources/Payroll functions. Mr. Sullivan joined Alliance Bank at its inception in 2003 as its original Chief Financial Officer after working with Bank of Nevada (formerly BankWest of Nevada) in numerous lending, accounting/finance, and operational capacities. Mr. Sullivan previously served as the Chairman of the Board of the Nevada Bankers Association. Mr. Sullivan attained his Bachelor of Science degree in Finance from UNLV and was also an honors graduate of Pacific Coast Banking School at University of Washington.

  10. Continuing Class I Directors with Terms Ending in 2026

    | 8 | | Table of Contents |

  11. Continuing Class I Directors with Terms Ending in 2026

    William (Bill) J. Hornbuckle – Director Since 2019 – Age 67. William (Bill) J. Hornbuckle has served as a director since January 22, 2019. Mr. Hornbuckle is Chief Executive Officer (CEO) and President of MGM Resorts International (NYSE: MGM), an S&P 500® global entertainment company featuring iconic hotels and casinos, meeting and conference spaces, live and theatrical entertainment experiences, and an array of restaurant, nightlife, and retail offerings across the globe. MGM Resorts’ portfolio includes some of the most recognizable resort brands in the industry, such as Bellagio, MGM Grand, ARIA, Mandalay Bay, and Borgata. As CEO, Mr. Hornbuckle oversees all aspects of MGM Resorts’ strategy, operations, and hospitality and gaming development projects. He leads the company’s global development efforts and its digital gaming strategy. He also successfully steered the company through the COVID-19 pandemic, overcoming numerous challenges including the closure of operations, tightly restricted re-openings, and new health and safety measures. Mr. Hornbuckle led the strategy and execution of the company’s sale of MGM Growth Properties to Vici Properties, and the acquisition of the remaining share of CityCenter and of The Cosmopolitan of Las Vegas. Mr. Hornbuckle has served as President of MGM Resorts since 2012 and became Chief Operating Officer in 2019. He led MGM Resorts’ domestic and international expansion efforts, including the development of resorts in National Harbor, MD, and Macau, and of T-Mobile Arena in Las Vegas. More recently, Mr. Hornbuckle oversaw MGM Resorts’ expansion of entertainment and sports betting through the creation of BetMGM. Additionally, he held the roles of Chief Design and Construction officer and Chief Customer Development Officer. Mr. Hornbuckle has been with MGM Resorts for more than two decades, including time as the company’s Chief Marketing Officer, where he led the creation and launch of the M Life Rewards customer loyalty program. Mr. Hornbuckle’s previous positions with MGM Resorts include: 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. He has played a key role in expanding Las Vegas’ entertainment and attractions. Mr. Hornbuckle 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. In 2016, he was appointed to the Clark County Stadium Authority Board, which developed the Las Vegas NFL Stadium Project as part of a successful effort to attract an NFL team, the Raiders, to Las Vegas. He served on this board through 2021, and, during that time, he also helped bring the WNBA team, the Aces, to Las Vegas in 2017. An experienced industry executive, Mr. Hornbuckle started working in Las Vegas as a room service attendant and busboy at the Jockey Club and grew his career through a range of senior management positions at Mirage Resorts. He was President and Chief Operating Officer for Caesars Palace, Las Vegas; President and Chief Operating Officer of the Golden Nugget in Laughlin; Executive Vice President and Chief Operating Officer of Treasure Island; and Vice President of Hotel Operations for The Mirage, which he opened in 1989. Mr. Hornbuckle is a member of MGM Resorts’ Board of Directors and serves as the Chairman of the Board of Directors of MGM China Holdings, which operates resorts in Macau. He was Chairman of the Board of Directors for CityCenter JV (a joint venture with Dubai World), and 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. A long-time resident of Southern Nevada, Mr. Hornbuckle is active in community service. He serves on the Board of Trustees for Three Square Food Bank and the Board of Directors for the Fulfillment Fund. Mr. Hornbuckle endowed a scholarship for students pursuing hospitality degrees at the University of Nevada, Las Vegas (UNLV). He holds a Bachelor of Science degree in Hotel Administration from UNLV. Charles W. Griege, Jr. – Director Since 2021 – Age 62. Charles W. Griege, Jr. has served as a director since October 20, 2021. Mr. Griege is the founding partner and Chief Investment Officer of Blue Lion Capital (BLC). He has over thirty years of experience in the capital markets and has been investing in bank stocks since 1986. Mr. Griege launched Blue Lion Capital’s Bank Consolidation Fund in April 2011 to capitalize on the significant change in the banking industry following the financial crisis. In addition, Mr. Griege was a founding partner of the CLO Opportunity Fund in 2009. Prior to founding BLC in 2005, Mr. Griege was a partner at Atlas Capital Management, a long/short equity fund. During his four years at Atlas, Mr. Griege helped grow the firm from approximately $50 million in assets to $650 million. Prior to joining Atlas, 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 U.S. and witnessed the creation of the Resolution Trust Corporation (RTC) to dispose of the assets of failed banks and thrifts. Mr. Griege received an M.B.A. with honors from Columbia Business School in 1990 and a B.A degree from Vanderbilt University in 1985. A. Lee Finley – Director Since 2017 – Age 77. A. Lee Finley has served as a director since December 5, 2017. Mr. Findlay is the founder of BrandFX Body Company, which employs over 600 people in seven truck body manufacturing plants located in Iowa, Minnesota, Indiana, and Texas. He is the owner and founder of BFX Fire, manufacturer of wild land fire trucks; Pioneer Truckweld, 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 has served as a Director of GBank since 2013 and GBank Financial Holdings Inc. since its formation in December 2017. Mr. Finley was born in Vancouver, British Columbia, where he attended the University of British Columbia, majoring in economics. He began a lifelong career in the utility equipment business in Vancouver in 1969. Mr. Finley moved to Spokane in 1976, to Las Vegas in 1988, and to Fort Worth in 1990. He became a citizen of the United States of America in 1993. He has been a resident of Fort Worth since 1990, where he participates in numerous community and charitable organizations.

  12. Continuing Class I Directors with Terms Ending in 2026

    | 9 | | Table of Contents |

  13. Continuing Class II Directors with Terms Ending in 2027

    Continuing Class II Directors with Terms Ending in 2027 Edward M. Nigro – Chairman of the Board – Director Since 2017 – Age 83. Edward M. Nigro, has served as Executive Chairman of the Board at GBank Financial Holdings Inc. since December 5, 2017 and at GBank since July 24, 2007. Mr. 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. Nigro Associates, his construction firm, has developed and constructed commercial and residential projects in Nevada, Arizona, Louisiana, Oregon, and California. Mr. Nigro is the President of Omega Industries, Inc., an investment management firm. Mr. Nigro served as a Director and Chairman of the Audit Committee of Western Alliance Bancorporation (a New York Stock Exchange multibank holding company with over $4 billion in assets) and BankWest of Nevada since their inception in 1995 and 1994, respectively, until his resignation in July 2006. Mr. Nigro 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, he 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. 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. 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 Board of Directors member,) 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. Nigro is a graduate of Holy Cross College. He 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 and other medals and awards. Michael C. Voinovich – Director Since 2017 – Age 51. Michael C. Voinovich has served as a director since December 5, 2017, and at GBank since April 28, 2015. Mr. Voinovich is Executive Vice President of ECHO Health, Inc. where he oversees the Company’s venture capital and corporate investment portfolios. ECHO Health, Inc. is one of America’s leading payment processing companies. 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 in providing merger advisory services for financial services companies. Mr. Voinovich has served as a Director of GBank since 2015 and a Director of GBank Financial Holdings Inc. since its formation in December 2017. Since November 2019, Mr. Voinovich has been a director of RSI, LLC, a highly specialized employment search firm focused on placing neurologists and neurosurgeons across the United States. In May 2020, Mr. Voinovich became a director of Middlefield Banc Corp. (NASDAQ: MBCN) and its wholly owned subsidiary, The Middlefield Banking Company. In August 2020, Mr. Voinovich became a director, and is now chairman, of Anchor Bancorporation, Inc. and its wholly owned subsidiary, Anchor State Bank. Since February 2023, Mr. Voinovich has been a member of the Board of Managers of DPX Payments, LLC, which offers digital payment solutions. Mr. Voinovich is a graduate of John Carroll University with a B.S. in Business Administration. James K. Sims – Director Since 2020 – Age 78. James K. Sims has served as a director since January 2020. Mr. Sims is a seasoned operator, entrepreneur, and investor with 30+ years of experience in building successful companies and creating shareholder value. He has served as Airgain, Inc.’s Chairman of the Board of directors since November 2003 and previously served as their interim Chief Executive Officer from May 2018 to March 2019, and as their 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 (telemedicine) and EPAY Systems (distributed labor time and management solution). Mr. Sims also serves or has served on the Boards of public companies such as CTP, EDS, and RSA Securities, and as Chairman of numerous private firms including GEN3 Partners, Silicon Valley Data Bank, Airgain, EPAY Systems, Specialists On Call, Thru, nScaled, Leveler, Black Light Power. 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, intellectual property and extensive background in the venture community, Mr. Sims also launched several subsidiaries of GEN3 Partners based on technologies developed through its proprietary innovation methodology. Before GEN3, 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. CTP, then a publicly traded company, was purchased by Novell, Inc. in 2001. Prior to CTP, Mr. Sims founded Concurrent Computer Corp. and as Chairman, President and CEO built CCC to $340 million in annual revenue and 3,500 employees. Concurrent Computer Corp. was the market leader in real-time information systems.

  14. Continuing Class II Directors with Terms Ending in 2027

    | 10 | | Table of Contents |

  15. Executive Officers Who Are Not Directors

    Executive Officers Who Are Not Directors Jeffery E. Whicker – Executive Vice President and Chief Financial Officer (GBank) – Age 54. Jeffery E. Whicker has served as Executive Vice President and Chief Financial Officer at GBank since April 19, 2021. Mr. Whicker has over 20 years of banking experience. Mr. Whicker has overseen the operations of corporate financial systems, mergers and acquisitions, SBA, mortgage and general accounting, profitability measurement, internal auditing, and risk management. 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 GBank, Mr. Whicker also served as the Chief Financial Officer of several different banks including Ameriprise Bank, Greystone Bank and West Town Bank and Trust. He has led finance teams in organizations from start-up to $14 billion in net assets. He has led the accounting team through five acquisitions ranging in size from $200 million to $3.3 billion in assets. He served as 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. He holds a Bachelor of Science Degree in Accounting and an MBA from the University of Utah. He is also a licensed Certified Public Accountant in the state of Utah. Tara A. Campbell – Executive Vice President and Chief Operating Officer (GBank) – Age 46. Tara A. Campbell has served the Executive Vice President and Chief Operating Officer of GBank since April 3, 2023, where she plays a pivotal role in steering the organization toward operational excellence and strategic growth. With over 25 years of operational experience in banking, Ms. Campbell has established herself as a visionary leader with a proven track record of driving innovation and efficiency. Before joining GBank in April 2023, Ms. Campbell managed several cross-functional teams as the EVP/Director of Operations for Dallas Capital Bank. She has 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. She has led multiple large-scale projects in her career, including core processor contract negotiations, implementation of Zelle and Real Time Payments©, Paycheck Protection Program, and developed the use of customer relationship management software. Ms. Campbell holds a Bachelor of Science in Finance and a Master of Business Administration from the University of Texas at Dallas. Nancy M. DeCou – Executive Vice President and Chief Operating Officer (GBank) – Age 67. Nancy M. DeCou has served as Executive Vice President and Chief SBA Officer of GBank since May 1, 2015. Ms. DeCou is a veteran of the banking industry with over 40 years of commercial banking experience. Most recently, Ms. DeCou served as Chief Credit Officer of First Security Bank of Nevada and, previously, as Chief Credit Officer of Partners Bank of California in Mission Viejo, and as Chief Credit Officer of Desert Community Bank in Victorville, California. She has established SBA Lending Departments at multiple banks and received SBA Preferred Lender Program (“PLP”) 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 (“NAGGL”), has served on their National Education Committee. In addition to receiving a Congressional Honors Award for Promotion of Small Business Lending, she also previously served as Vice-Chairman for the Enterprise Funding CDC in Redlands, California. Ms. DeCou was a graduate of Pacific Coast Banking School at University of Washington, where she later served as Alumni Associate Director of Faculty.

  16. Executive Officers Who Are Not Directors

    | 11 | | Table of Contents |

  17. Executive Officers Who Are Not Directors

    David J. Fersdahl – Executive Vice President/Card and Payments (GBank) – Age 49. David J. Fersdahl has served as Executive Vice President/Card and Payments of GBank since April 28, 2020. Mr. Fersdahl has over 25 years of Banking and Credit Card experience and led the launch of the GBank Credit Card Product in 2022. In his role, he supports GBank’s position as a leading bank for the Gaming and Fintech industries by developing the first Visa Credit Card catering to the gaming industry. Prior to his current role, Mr. Fersdahl served as the GBank’s Chief Risk Officer after joining what was then Bank of George in April 2020. Before GBank, Mr. Fersdahl was President and Vice-Chairman of USAA Savings Bank (“USB”) in Las Vegas, NV. At the time, USB was a $15B+ industrial loan company owned by USAA Federal Savings Bank (“FSB”) and issued over 6 million Credit Cards to military members and their families. As President of USB and as Executive Director, Credit Risk Management at FSB, Mr. Fersdahl helped manage the USAA Credit Card portfolio through the Great Recession and into a period of steady growth while maintaining some of the lowest loss rates in the industry. Mr. Fersdahl also led USAA’s conversion of 14 million debit and credit cards from Mastercard to Visa. Prior to USAA, Mr. Fersdahl has held various Risk Management roles at JPMorgan Chase, 1st Financial Bank USA, and Citibank. Mr. Fersdahl holds a Bachelor of Arts degree in Political Science and Business Administration from Augustana University, has a Juris Doctorate from the University of South Dakota and is a member of the State Bar of South Dakota. In the Las Vegas community, Mr. Fersdahl is a former Vice President of the Nevada Bankers Association and a current board member (Former Chairman) of the YMCA of Southern Nevada. Keith F. Jarvis – Executive Vice President/Chief Credit Officer (GBank) – Age 70. Keith F. Jarvis has served as Executive Vice President and Chief Credit Officer of GBank since November 2, 2015. Mr. Jarvis has managed lending portfolios aggregating over $900 million in a variety of credit product types and structures. Prior to joining the Bank, for 13 years Mr. Jarvis served as Senior Vice President for Bank of Nevada, where he managed and originated a commercial real estate loan portfolio in excess of $125 million. Mr. Jarvis also managed and contributed to that bank’s ALLL methodology, closely monitored all related credit administration issues, and directed risk management criteria. Previously, Mr. Jarvis worked for the Commercial Real Estate Service Group of Bank of America and also held related positions at California Commerce Bank and Wells Fargo Bank in San Diego, California as well as First Interstate Bank in Phoenix, Arizona. He has served as Executive Director for the LDS Bishop Storehouse Southern Nevada region. Mr. Jarvis is a former instructor at the UNLV Lied Institute of Real Estate Studies and he received a Bachelor of Arts degree at Southern Utah University as well as a Masters of Business Administration degree from University of Phoenix. Scot M. Levine – Executive Vice President and Chief Risk Officer (GBank) – Age 47. Scot M. Levine has served as Executive Vice President and Chief Risk Officer of GBank since April 29, 2024. Mr. Levine has a proven track record of developing, testing, and maturing financial institutions’ (both big and small) risk management and compliance programs. He received his undergraduate degree at the University of Arizona, his Juris Doctorate at the John Marshall Law School (now UIC) and was admitted to the Illinois Bar in 2010. He 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. He is a seasoned Compliance and Risk Officer with an expertise in Risk Management, Compliance Management Systems, Enterprise Risk Management, lending, deposits, privacy, and marketing (including digital) regulations. Shouvik K. Ray – Executive Vice President and Chief Information & Technology Officer (GBank) – Age 51. Shouvik K. Ray has served as Executive Vice President and Chief Information & Technology Officer of GBank since March 21, 2022. Mr. Ray has over 25 years of extensive cross-functional Banking experience with demonstrated thought leadership in Technology, Cybersecurity, Risk Management, Fintech, Outsourcing, Payments, and Vendor (Third-Party) Management. Shouvik has been pivotal to the transformation at GBank modernizing the technology stack and streamlining business processes since 2022, driving customer experience, revenue growth and operational efficiency through innovation and a continuous improvement culture. Key initiatives he has led at GBank include Migration to a new Core Banking system, Migration to Cloud infrastructure, designing and developing a centralized DataMart & Business Intelligence Suite, Cards product development, implementing API strategy, streamlining Third Party Risk Management, and Technology & Cybersecurity Governance, Risk and Compliance. Prior to joining GBank, Shouvik led the IT, Information Security, Technology Risk, and Vendor Management functions at Westamerica Bank. He has previously seeded and developed functions and managed large international teams and initiatives for Global Banks including HSBC and BNP Paribas in the roles of SVP/Head of Global IT Services, Head of Global Software Development Supply Chain Management, Head of Technology Vendor Management, Head of R&D Center, Program Manager, Client Engagement Manager, Business Analyst, and Functional Architect. He began his career in software development and management consulting for Financial Services, Telecom and Energy sectors. Shouvik has a Bachelor of Technology degree in Electronics & Communication Engineering from National Institute of Technology, India, and an MBA from École Des Ponts Business School, Paris.

  18. Executive Officers Who Are Not Directors

    | 12 | | Table of Contents |

  19. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information as to the total compensation paid to the Company’s President and Chief Executive Officer, its Executive Vice President and Chief Financial Officer and the three other most highly compensated executive officers of the Company for the fiscal years ended December 31, 2024 and December 31, 2023. Each individual listed in the table below is referred to as a “Named Executive Officer.”

  20. 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 | 2024 | 250,000 | 193,750 | 365,841 | - | - | - | 19,802 | 829,393 | | Executive Chairman (2) | 2023 | 215,577 | 162,500 | 675,000 | - | - | - | 21,479 | 1,074,556 | | T. Ryan Sullivan | 2024 | 400,000 | 193,750 | 365,841 | - | - | - | 43,485 | 1,003,076 | | President and Chief Executive Officer (3) | 2023 | 331,154 | 162,500 | 675,000 | - | - | - | 40,726 | 1,209,380 | | Nancy M. DeCou | 2024 | 229,662 | - | 79,020 | - | - | - | 4,056,947 | 4,365,629 | | EVP & Chief SBA Officer of GBank (4) | 2023 | 225,077 | 661 | 23,625 | - | - | - | 2,664,302 | 2,913,665 |

  21. Summary Compensation Table

    | (1) Amounts in this column represent the aggregate grant date fair value of restricted shares of 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 14 - Equity Award Plans to our Consolidated Financial Statements for the year ended December 31, 2024, included in our Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-285750), filed with the SEC on April 1, 2025. | | (2) The amount listed under the column entitled “Other Compensation” in the Summary Compensation Table for the year ended December 31, 2024, consisted of $3,634 of 401(K) of employer match, $2,605 of group term life insurance, $2,400 of phone & data allowance, $5,163 of health insurance and $6,000 of car allowance. The amount listed under the column entitled “Other Compensation” in the Summary Compensation Table for the year ended December 31, 2023, consisted of $4,923 of 401(K) of employer match, $3,014 of group term life insurance, $2,400 of phone & data allowance, $5,142 of health insurance and $6,000 of car allowance. | | (3) The amount listed under the column entitled “Other Compensation” in the Summary Compensation Table for the year ended December 31, 2024, consisted of $14,154 of 401(k) of employer match, $277 of group term life insurance, $3,600 phone & data allowance, $13,454 of health insurance and $12,000 of car allowance. The amount listed under the column entitled “Other Compensation” in the Summary Compensation Table for the year ended December 31, 2023, consisted of $11,285 of 401(k) of employer match, $388 of group term life insurance, $3,600 phone & data allowance, $13,454 of health insurance and $12,000 of car allowance. | | (4) Ms. DeCou was appointed Executive Vice President and Chief SBA Officer at GBank on May 1, 2015. The amount listed under the column entitled “Other Compensation” in the Summary Compensation Table for the year ended December 31, 2024, consisted of $53,689 of 401(k) employer match, $3,400 of group term life insurance and $3,999,858 of total commissions. The amount listed under the column entitled “Other Compensation” in the Summary Compensation Table for the year ended December 31, 2023, consisted of $46,725of 401(k) employer match, $4,572 of group term life insurance and $2,613,005 of total commissions. |

  22. Summary Compensation Table

    | 19 | | Table of Contents |

  23. Incentive Compensation

    Incentive Compensation General In accordance with the Company’s compensation philosophy, a significant portion of the compensation of our NEOs is performance-based and payable only if pre-established Company and individual performance objectives are achieved. For Mr. Nigro and Mr. Sullivan, target annual incentive plan (“AIP”) bonuses subject to the achievement of specified performance goals are stated as a percentage of annual base salary. Ms. DeCou’s employment agreement is structured such that a significant portion of her compensation is commission based, therefore she is not a participant in the AIP. The target AIP bonuses payable to the Mr. Nigro and Mr. Sullivan as a percentage of their respective annual base salaries for 2024 performance was 50%. The Compensation Committee reviews performance against pre-established financial and non-financial goals on an annual basis to determine the short-term cash incentive compensation of our NEOs. Awards under the AIP are substantially based on formulaic scorecard results across performance measure categories.

  24. Incentive Compensation

    | 20 | | Table of Contents |

  25. Incentive Compensation

    Short-Term Incentives The Company’s AIP is designed using a two-tier performance evaluation structure. The target performance of the first tier is based upon the Company’s budgeted diluted earnings per share for 2024. The second tier of the performance evaluation structure utilizes both Company-wide and individual performance metrics. This tier structure sets a rigorous standard before bonuses can be paid at any level to executives. Failing to achieve the minimum level of performance would result in no bonuses being paid to our executives regardless of results achieved in other financial areas. The following table presents the first tier of the performance evaluation structure consisting of the diluted earnings per share targets for 2024 as approved by the Compensation Committee and the corresponding payout scale as a percentage of the target AIP bonus payable.

  26. Incentive Compensation

    | Diluted Earnings Per Share | | | Performance Level | Total Incentive Payout by Percent of Target Bonus Payable | | Below $1.00 | 0% | | $1.00 to $1.09 | 50% | | $1.10 to $1.19 | 75% | | $1.20 to $1.29 | 100% | | $1.30 to $1.39 | 125% | | $1.40 or higher | 150% |

  27. Incentive Compensation

    For the year ended December 31, 2024, diluted earnings per share was $1.39 resulting in a potential total incentive payout of 125% of the target bonus payable, pending evaluation under the second tier of the AIP. The following table presents the second tier of the performance evaluation structure consisting of a scorecard of performance modifiers and individual performance. Performance goals are set with consideration of the objectives of the Company’s strategic plan, external market conditions and investor expectations. Each of the five performance goals below are equally weighted.

  28. Incentive Compensation

    | (Dollars in thousands) | Performance Level | | | % Payout of Target Bonus | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | 2024 Results | | Individual | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Deposit Growth | $150,000 | $200,000 | $250,000 | 75% | 100% | 125% | $189,380 | | Gross Loan Production | $430,000 | $465,000 | $500,000 | 75% | 100% | 125% | $539,898 | | Loan Chargeoffs / Total Loans | 0.30% | 0.20% | 0.10% | 75% | 100% | 125% | 0.02% | | Net Interest Margin - Bank | 4.85% | 4.90% | 5.05% | 75% | 100% | 125% | 4.91% |

  29. Incentive Compensation

    Actual payments made under the AIP for 2024 performance totaled $193,750 for Mr. Nigro and $193,750 for Mr. Sullivan. Long-Term Incentives Long-term incentive awards, such as time-based restricted stock units, are the third key component of our NEOs’ total compensation. The Compensation Committee believes employee stock ownership is significant for our NEOs, thereby aligning the interests of employees and stockholders. The Compensation Committee also believes equity-based compensation complements the short-term cash incentive compensation and helps balance short-term decisions with long-term outcomes. This compensation approach limits an executive’s ability to reap short-term gains at the expense of Company’s long-term success. This is also an important tool in retaining NEOs.

  30. Incentive Compensation

    | 21 | | Table of Contents |

  31. Incentive Compensation

    We provide long-term incentive awards to our executive officers through our stockholder-approved 2016 Equity Incentive Plan (the “Equity Plan”). The Compensation Committee approves all equity award grants and acts as an administrator of the Equity Plan. Factors considered by the Compensation Committee include each executive’s performance, previous grant history, comparison to our peer group and retention needs. The Compensation Committee may grant a mix of time-based restricted stock units and performance-based restricted stock units. The table below shows the time-based restricted stock units that the Compensation Committee granted NEOs in 2024.

  32. Incentive Compensation

    | | 2024 Long-Term Incentive Target Awards | | | Named Executive Officer | Time-Based Restricted Stock Units (#) | Performance-Based Restricted Stock Units(#) | | Edward M. Nigro | 16,667 | — | | T. Ryan Sullivan | 16,667 | — | | Nancy M. DeCou | 3,600 | — |

  33. Incentive Compensation

    Employment Agreements. The Company and GBank have entered into an employment agreement with each of the following NEOs. Edward M. Nigro. The Company and GBank entered into an Intercompany Shared Employment Agreement with Edward M. Nigro, the Executive Chairman of the Company and GBank on January 31, 2024 for his continued service in such roles to remain effective as long as he continues to serve as Executive Chairman. Mr. Nigro’s agreement sets forth certain compensation and benefits to which Mr. Nigro is entitled in his role as Executive Chairman of the Company and GBank. Mr. Sullivan’s role as director on the board of directors of the Company and GBank are not part of this agreement. Mr. Nigro’s compensation arrangements under the agreement for his service as Executive Chairman are consistent with his recent prior annual compensation arrangements and include an annual base salary in 2024 of not less than $250,000 or such higher salary as is determined by the Compensation Committee, eligibility to participate in the Company’s Executive Annual and Long-Term Incentive Plan as well as participate in any and all other employee benefits and plans that may be developed and adopted by the Company and/or GBank, including, but not limited to the 401(k) plan. The Company and Bank will split the cost of Mr. Nigro’s employment. T. Ryan Sullivan. The Company entered into an employment agreement with Mr. Sullivan on September 1, 2023 to be the President and Chief Executive Officer of the Company as well as GBank for his continued service in such roles for an initial term of three (3) years with automatic additional three (3) year extensions subject to either party providing at least 180 days written notice of non-renewal. Mr. Sullivan’s agreement sets forth certain compensation and benefits to which Mr. Sullivan is entitled in his role as President and Chief Executive Officer of the Company and GBank. Mr. Sullivan’s role as director on the board of directors of the Company and GBank are not part of this employment agreement. Mr. Sullivan’s compensation arrangements under the agreement for his service as President and Chief Executive Officer are consistent with his recent prior annual compensation arrangements and include an annual base salary in 2024 of not less than $400,000 or such higher salary as is determined by the Compensation Committee, eligibility to participate in the Company’s Executive Annual and Long-Term Incentive Plan as well as participate in any and all other employee benefits and plans that may be developed and adopted by the Company and/or GBank, including, but not limited to the 401(k) plan.

  34. Incentive Compensation

    | 22 | | Table of Contents |

  35. Incentive Compensation

    Mr. Sullivan is also entitled to receive additional compensation upon the acquisition or dissolution of the Company in which it is not the surviving or resulting corporation or upon the transfer of all or substantially all of the stock or assets of the Company and Mr. Sullivan is not retained by the surviving or resulting corporation in a position satisfactory to him. If Mr. Sullivan’s employment ends based on the terms of the prior sentence, then he is entitled to receive: (i) two (2) times his then current annual base salary, (ii) 50% of all cash bonuses and cash incentives (including those arising from any deferred compensation plans) paid to Mr. Sullivan for the 12-month period prior to the effective termination date; and (iii) right to exercise in full all outstanding stock options, whether vested or not, within a 90-day period from the effective termination date. The provision of this paragraph and the payments described to Mr. Sullivan shall not include a bank holding company reorganization wherein the stockholders who control at least 80% of the shares of the Company prior to the reorganization will control at least 80% of the shares of the bank holding company in substantially the same proportion following the reorganization. The Compensation Committee believes that this agreement is necessary to set forth the terms of Mr. Sullivan’s continued service as executive of the Company and GBank in light of all relevant factors, which include his leadership experience and history of more than 11 years as the President and CEO of the Company and GBank, desired terms and conditions of his continued employment, and the leadership and operational importance of his position with the Company and GBank, with compensation arrangements consistent with recent prior years. Nancy M. DeCou. The Bank entered into an employment agreement with Ms. DeCou on December 1, 2020 to be the Executive Vice President and Chief SBA Officer of the Bank for an initial term of three (3) years with automatic additional two (2) year extensions subject to either party providing at least 180 days written notice of non-renewal. Ms. DeCou’s agreement sets forth certain compensation and benefits to which Ms. DeCou is entitled in her role as Executive Vice President and Chief SBA Officer of GBank. Ms. DeCou’s compensation arrangements under the agreement for her service as Executive Vice President and Chief SBA Officer include an annual base salary in 2024 of not less than $208,250, or such higher salary as is determined by the Compensation Committee, and eligibility to participate in any and all other employee benefits and plans that may be developed and adopted by the Company and/or GBank, including, but not limited to the 401(k) plan. Ms. DeCou is also entitled to receive additional compensation upon the acquisition or dissolution of the Company in which it is not the surviving or resulting corporation or upon the transfer of all or substantially all of the stock or assets of the Company and Ms. DeCou is not retained by the surviving or resulting corporation in a position satisfactory to her. If Ms. DeCou’s employment ends based on the terms of the prior sentence, then she is entitled to receive: (i) one and one-half (1.5) times her then current annual base salary, (ii) 25% of all cash bonuses and cash incentives (including those arising from any deferred compensation plans) paid to Ms. DeCou for the 12-month period prior to the effective termination date; and (iii) right to exercise in full all outstanding stock options, whether vested or not, within a 90-day period from the effective termination date. The provision of this paragraph and the payments described to Ms. DeCou shall not include a bank holding company reorganization wherein the stockholders who control at least 80% of the shares of the Company prior to the reorganization will control at least 80% of the shares of the bank holding company in substantially the same proportion following the reorganization. The Compensation Committee believes that this agreement is necessary to set forth the terms of Ms. DeCou’s continued service as executive of the Company and GBank in light of all relevant factors, which include her SBA leadership experience and history of more than 10 years with GBank, desired terms and conditions of her continued employment, and the strategic importance of her position with the Company and GBank, with compensation arrangements consistent with recent prior years.

  36. Incentive Compensation

    | 23 | | Table of Contents |

  37. Incentive Compensation

    2007 Long-Term Stock Option Plan. We adopted the 2007 Long-Term Stock Option Plan (the “2007 Plan”) for the benefit of organizers, directors, and key employees of the Company and all of its subsidiaries, including GBank. The 2007 Plan was authorized to issue up to 700,000 shares of common stock, of which 688,650 had been granted and 11,350 were unawarded and forfeited by plan expiration. Of the common stock shares granted, 578,650 had been issued, 94,000 had been cancelled and forfeited by plan expiration, and 16,000 are outstanding as of December 31, 2024. The 2007 Plan required that the exercise price be equal to the fair market value of the common stock at the date of grant. Currently granted and outstanding stock options have an exercise price of $1.50 per share. Generally, the options granted under the 2007 Plan had a five-year vesting at 20% per year with a ten-year life. The 2007 Plan contains a provision allowing the primary federal regulator to direct the institution to require plan participants to exercise or forfeit their stock rights if the institution’s capital falls below the minimum requirements as determined by its state or primary federal regulator. Stock rights are not transferable by participants. Due to the scheduled expiration of the 2007 Plan, no further grants will be made under said Plan. The Company also has the 2016 Incentive Plan (the “Incentive Plan”). 2016 Equity Incentive Plan. The Incentive Plan is intended to assist the Company in aligning the interests of the Company’s directors and employees with the interests of the stockholders. The Incentive Plan supplemented the 2007 Plan and continued the compensation policies and practices through the issuance of a wide scope of products and incentives. The Company, through the Incentive Plan, has the ability to grant equity-based incentives to eligible participants through the issuance of long-term incentive compensation such as stock options, stock appreciation rights, restricted stock units, restricted stock, stock awards and other awards based on, or related to, shares of the common stock (together with incentive stock options, collectively referred to as “Incentive Awards”). As approved by the stockholders at its 2021 and 2023 Annual Meetings, the maximum total number of shares available for Incentive Awards under the Incentive Plan is 1,000,000 shares of common stock, plus all shares subject to Incentive Awards that are canceled, surrendered, modified, exchanged for substitute Incentive Awards or that expire or terminate prior to the exercise or vesting of the Incentive Awards in full, plus shares that are surrendered to the Company in connection with the exercise or vesting of Incentive Awards, whether previously owned or otherwise subject to such Incentive Awards. Such shares shall be authorized and may be unissued shares, shares issued and repurchased by the Company, shares issued and otherwise reacquired by the Company and shares otherwise held by the Company. As of December 31, 2024, the Company has granted 804,961 Incentive Awards under the Incentive Plan, of which 42,646 have been cancelled, 306,546 have been issued, and 455,769 are outstanding. Deferred Incentive and Compensation Plan. On December 15, 2016, the Company adopted an unfunded nonqualified deferred incentive compensation plan (the Plan) primarily to provide supplemental retirement benefits and incentive compensation for selected employees. The Company contributes to the Plan in the amounts determined according to the terms of each participant’s agreement. Each participant shall vest in an amount of one-third of each contribution each Plan year until age 65 then all contributions will be fully vested at inception. Each year, contributions and deferrals are to be distributed for each of the three immediately preceding years, plus related interest. The accrued liability for the Plan is included in other liabilities on the consolidated balance sheets and totaled $4.4 million as of December 31, 2024 and $3.6 million as of December 31, 2023. The expense related to the plan was $75 thousand in 2024 and $37 thousand in 2023 and is included as a component of noninterest expense on the consolidated statements of income. Executive Annual and Long-Term Incentive Plans. The Executive Annual and Long-Term Incentive Plans are designed to retain talent and align executive compensation with performance of the Company. The Annual Incentive Plan is intended to motivate executive officers to achieve the Company’s annual strategic and financial goals and reward individual performance through performance-driven cash payment based on financial, operational, and strategic metrics. The Long-Term Incentive Plan was created to align long-term interests of executives and stockholders and provide appropriate balance of at-risk compensation that incentivizes long-term value creation and retention through performance-based share awards with multi-year vesting periods.

  38. Incentive Compensation

    | 24 | | Table of Contents |

  39. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information concerning unvested restricted stock awards for each NEO as of December 31, 2024. There were no unexercised stock options previously granted to any NEO as of December 31, 2024.

  40. 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) | - | - | - | - | | | | | | | | | 56,280 | 2,420,040 | | T. Ryan Sullivan (3) | - | - | - | - | | | | | | | | | 57,120 | 2,456,160 | | Nancy M. DeCou (4) | - | - | - | - | | | | | | | | | 7,656 | 329,208 |

  41. Outstanding Equity Awards at Fiscal Year End

    | (1) Market value computed by multiplying the number of restricted stock units that have not vested by $43.00, which was the closing price of a share of the Company’s common stock on December 31, 2024. | | (2) Pursuant to Mr. Nigro’s restricted stock award agreement dated December 18, 2020, we granted 6,500 shares of common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $6.15 per Share, for a term to expire on December 18, 2025, and where 1,300 shares vest annually over a five-year period beginning December 18, 2021. Pursuant to Mr. Nigro’s restricted stock award agreement dated October 12, 2021, we granted 5,700 shares of common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $9.95 per Share, for a term to expire on October 12, 2026, and where 1,140 shares vest annually over a five-year period beginning October 12, 2022. Pursuant to Mr. Nigro’s restricted stock award agreement dated October 10, 2022, we granted 4,500 shares of common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $9.70 per Share, for a term to expire on October 10, 2027, and where 900 shares vest annually over a five-year period beginning October 10, 2023. Pursuant to Mr. Nigro’s restricted stock award agreement dated October 25, 2023, we granted 50,000 shares of common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $13.50 per Share, for a term to expire on October 25, 2026, and where 16,667 shares vest annually over a three-year period beginning October 25, 2024. Pursuant to Mr. Nigro’s restricted stock award agreement dated October 7, 2024, we granted 16,667 shares of common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $21.95 per Share, for a term to expire on October 27, 2027, and where 5,555 shares vest annually over a three-year period beginning October 25, 2025. | | (3) Pursuant to Mr. Sullivan’s restricted stock award agreement dated December 18, 2020, we granted 10,700 shares of common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $6.15 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $9.95 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $9.70 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $13.50 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $21.95 per Share, for a term to expire on October 27, 2027, and where 5,555 shares vest annually over a three-year period beginning October 25, 2025. | | (4) Pursuant to Ms. DeCou’s restricted stock award agreement dated December 18, 2020, we granted 4,800 shares of common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $6.15 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $9.95 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $9.70 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $13.50 per Share, for a term to expire 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 common stock under our 2016 Equity Incentive Plan at a fair market value of the Stock at the time of transfer of $21.95 per Share, for a term to expire on October 27, 2027, and where 1,200 shares vest annually over a three-year period beginning October 25, 2025. |

  42. Outstanding Equity Awards at Fiscal Year End

    | 25 | | Table of Contents |

  43. Director Compensation

    Director Compensation The following table sets forth information regarding the compensation paid to the Company’s non-employee directors for the fiscal year ended December 31, 2024. Neither Mr. Edward M. Nigro nor Mr. T. Ryan Sullivan receive any additional compensation for service on the Company’s Board and GBank’s Board of Directors.

  44. 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 (2) | $- | $62,010 | $- | $- | $- | $- | $62,010 | | Charles W. Griege, Jr. (3) | $- | $70,010 | $- | $- | $- | $- | $70,010 | | William J. Hornbuckle (4) | $- | $67,010 | $- | $- | $- | $- | $67,010 | | Katie S. Lever (5) | $- | $65,010 | $- | $- | $- | $- | $65,010 | | Todd A. Nigro (6) | $- | $76,385 | $- | $- | $- | $- | $76,385 | | James K. Sims (7) | $- | $71,010 | $- | $- | $- | $- | $71,010 | | Alan C. Sklar (8) | $- | $72,010 | $- | $- | $- | $- | $72,010 | | Michael C. Voinovich (9) | $- | $79,760 | $- | $- | $- | $- | $79,760 |

  45. 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. Refer to note (1) in the Summary Compensation Table for additional detail on the grant date fair value of awards. | | (2) The amount represents 1,136 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. | | (3) The amount represents 1,590 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. | | (4) The amount represents 1,400 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. | | (5) The amount represents 1,278 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. | | (6) The amount represents 1,930 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. | | (7) The amount represents 1,610 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. | | (8) The amount represents 1,702 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. | | (9) The amount represents 2,059 shares of our common stock at the fair value of stock awards granted during the year and 1,800 Restricted Stock Awards granted on October 7, 2024 vesting over three years. |

  46. Director Compensation

    | 26 | | Table of Contents |

  47. Narrative Discussion of Director Compensation Table

    Narrative Discussion of Director Compensation Table Director Fees Paid In 2024 Non-executive directors received the following fees for their service as chairperson of the board and committees of the board, which were paid in the form of shares of common stock in lieu of cash payments, with the per share price based on the closing price of the common stock, as previously quoted on the OTCQX during the year ended December 31, 2024.

  48. Narrative Discussion of Director Compensation Table

    | Chair | Retainer | | Board Chair | $1,250 | | Audit Committee Chair | 1,250 | | Compensation Committee Chair | 1,250 | | Nominating and Corporate Governance Committee Chair | 1,250 | | Gaming FinTech Committee Chair | 1,250 | | Asset-Liability Committee Chair | 1,250 | | Community Reinvestment Act & Corporate Giving Committee Chair | 1,250 | | Board Loan Committee Chair | 1,250 |

  49. Narrative Discussion of Director Compensation Table

    In addition, in 2024, non-executive directors each received the following fees for each committee meeting attended in person or by telephone.

  50. Narrative Discussion of Director Compensation Table

    | Committee Meeting | Fee | | Audit Committee | $500 | | Compensation Committee | 500 | | Nominating and Corporate Governance Committee | 500 | | Gaming FinTech Committee | 500 | | Asset-Liability Committee | 500 | | Community Reinvestment Act & Corporate Giving Committee | 500 | | Board Loan Committee | 500 |