DEF 14A of Finwise Bancorp, Apr 29, 2025

DEF 14A of Finwise Bancorp

Filed Apr 29, 2025 · FY20240001856365-25-000018

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Classification of the Company’s Directors

    Classification of the Company’s Directors The Company’s Board has established the current size of the Board at nine members. The Board is divided into three classes of directors serving staggered three-year terms. One Class II director position will be vacant after the Annual Meeting, as Thomas E. Gibson, Jr. has elected not to be re-nominated to the Board of Directors at the Annual Meeting, and this position is not up for election at this time. One class of directors is elected by our shareholders at each annual shareholders’ meeting for a term of three years, and the elected directors hold office until their successors are elected and qualified or until such director’s earlier death, resignation or removal. •The Class I directors are James N. Giordano, Jeana Hutchings and Alan Weichselbaum, and their terms will expire at the 2027 Annual Meeting; •The Class II directors are Thomas E. Gibson, Jr., Kent Landvatter and Howard I. Reynolds, and their terms will expire at the 2025 Annual Meeting. •The Class III directors are Gerald E. Cunningham, Susan Ehrlich and Lisa Ann Nievaard, and their terms will expire at the 2026 Annual Meeting;

  3. Election Procedures; Term of Office

    Election Procedures; Term of Office At each annual meeting of shareholders, or special meeting in lieu thereof, upon the expiration of the term of a class of directors, the successors to such directors will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and the election and qualification of his or her successor. Any change in the Board resulting from an increase or decrease in the number of directors will be distributed by the Board among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

  4. Nominees for Election as Directors

    Nominees for Election as Directors Our Board has approved the nomination of Kent Landvatter and Howard I. Reynolds for re-election as Class II directors. Thomas E. Gibson, Jr. has informed the Board that he intends to retire from the Board upon the conclusion of his current term expiring at the Annual Meeting and, therefore, will not stand for re-election at the Annual Meeting. The Board has determined to leave his seat vacant at this time. Information about the principal occupations, business experience and qualifications of these nominees is provided below under the heading “Qualifications of 2025 Director Nominees and Continuing Directors.”

  5. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

  6. VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 TO ELECT TWO DIRECTORS OF THE COMPANY

    VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 TO ELECT TWO DIRECTORS OF THE COMPANY

  7. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS Class II Director Nominees:

  8. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Kent Landvatter | Mr. Landvatter joined the Company and the Bank in September 2010 and has served as the Chief Executive Officer of the Company since then and Chairman of the Board of Directors of the Company since October 2022. Mr. Landvatter also serves as Executive Chairman of the Bank. Mr. Landvatter has over 40 years of financial services and banking experience, including experience with distressed banks and serving as the president of two de novo banks, Comenity Capital Bank and Goldman Sachs Bank, USA. Mr. Landvatter received his Bachelor of Science and his Master of Business Administration from University of Utah. As a result of these and other professional experiences, we believe Mr. Landvatter possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors’ collective qualifications, skills and experience. | | Age: 70 | | | Director Since: 2010 | |

  9. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Howard I. Reynolds | Mr. Reynolds was one of the founding investors of the Bank in 1999. He served as the Chairman of the Bank’s Board of Directors for the first 10 years and of the Company at its inception in 2003. He currently serves as the Vice Chairman and Lead Independent Director. Mr. Reynolds has extensive experience working with multiple companies negotiating long term contracts, including serving from 1990 to 2017 as the Chief Operating Officer of Pride Transport Inc., a common carrier of temperature controlled commodities. As a result of these and other professional experiences, we believe Mr. Reynolds possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors’ collective qualifications, skills and experience. | | Age: 68 | | | Director Since: 2002 | | | Committees: | | | Audit; Compensation; Nominating & Corporate Governance (Chair) | |

  10. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Continuing Class I Directors:

  11. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | James N. Giordano | Mr. Giordano was appointed to our Board of Directors in June 2017. He started his career on Wall Street where he had worked for 17 years in both institutional and retail trading and sales. He led the team that was responsible for pricing and selling, and later trading in over 100 initial public offering transactions. He is one of the pioneers in the litigation finance industry and a founder of American Legal Finance Association. Mr. Giordano currently serves as the Chief Executive Officer of Cambridge Medical Funding Group LLC and Care Cap Plus LLC, a financial technology company that has developed innovative models in the medical finance payment industry and has been involved in medical finance for over 15 years. Mr. Giordano received Bachelor of Arts in Biology from Harvard College. As a result of these and other professional experiences, we believe Mr. Giordano possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors’ collective qualifications, skills and experience. | | Age: 67 | | | Director Since: 2017 | | | Committees: | | | Nominating & Corporate Governance; Compensation (Chair) | |

  12. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Jeana Hutchings | Ms. Hutchings was appointed to our Board of Directors in October 2020. Ms. Hutchings began her career as a registered nurse, working in hospitals as well as certain other areas of healthcare industry, transitioning to the financing of healthcare in insurance company operations and sales. She started at Diversified Insurance Benefit Services in 2003 and became managing partner in 2006, successfully growing the employee benefits division from $1.5 million to a $12 million benefits practice, which was acquired by IMA Financial Group in 2021. Since that time, Ms. Hutchings has served as Executive Vice President of IMA Financial Group. She continues to specialize in creating unique alternative funding strategies for businesses trying to manage ever increasing healthcare and benefit costs. Ms. Hutchings received her BSN from the University of Utah. As a result of these and other professional experiences, we believe Ms. Hutchings possesses knowledge and experience regarding finance and general business that strengthen our Board of Directors’ collective qualifications, skills and experience. | | Age: 60 | | | Director Since: 2020 | | | Committees: | | | Audit (Chair); Compensation | |

  13. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Alan Weichselbaum | Mr. Weichselbaum was appointed to our Board of Directors in May 2015. He served on the board until May 2021. Mr. Weichselbaum was reappointed to our Board of Directors in October 2022. Mr. Weichselbaum began his career at Price Waterhouse where he became a Certified Public Accountant before moving to Wall Street as a sell-side analyst and hedge fund manager. In 2010, Mr. Weichselbaum started a consulting firm called The Wexus Group that provides financial consulting services to small to midsize businesses. He is currently serving as CEO and Founder of The Wexus Group. Mr. Weichselbaum received his Masters in Business Administration from the New York University in 1999. As a result of these and other professional experiences, we believe Mr. Weichselbaum possesses knowledge and experience regarding banking, finance and general business that strengthen our board of directors’ collective qualifications, skills and experience. | | Age: 61 | | | Director Since: 2015 | |

  14. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Continuing Class III Directors:

  15. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Gerald E. Cunningham | Mr. Cunningham was one of the founding investors of the Bank in 1999. He has served as a director on the Bank’s Board of Directors since its inception in 1999 and on the Company’s Board of Directors since its inception in 2003. Mr. Cunningham has a background in business management, credit, finance and commercial and residential real estate construction. He owned Stonewood Inc., a commercial and residential construction firm from 1995 to 2020. He joined Goldcrest Homes as their Purchasing Manager in October 2020. As a result of these and other professional experiences, we believe Mr. Cunningham possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors’ collective qualifications, skills and experience. | | Age: 67 | | | Director Since: 2002 | | | Committees: | | | Audit | |

  16. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Susan Ehrlich | Ms. Ehrlich was appointed to our Board of Directors in July 2024. Ms. Ehrlich has over 25 years of experience and successful achievements in lending, banking and payments across fintech, financial services and retail. Since 2022, Ms. Ehrlich has served as Partner of Core Innovation Capital, an early-stage fintech venture capital firm. From 2018 to 2021, Ms. Ehrlich served as the chief executive officer of Earnest, a student loan refinance and student lending fintech company. Ms. Ehrlich has also served on the Board of Directors for the Boeing Employees Credit Union (BECU), and Petal Card, a startup fintech which sold to Empower. She has also served as the Board Chair of the Financial Health Network (formerly CFSI) and was a member of the Consumer Advisory Council of the Federal Reserve in Washington. Ms. Ehrlich holds a B. A. with honors from Brown University and an M.B.A. from the Harvard Business School. As a result of these and other professional experiences, we believe Ms. Ehrlich possesses knowledge and experience regarding fintech lending and payments and technology-driven organizations that strengthen our Board of Directors’ collective qualifications, skills and experience. | | Age: 58 | | | Director Since: 2024 | | | Committees: | | | Audit | |

  17. QUALIFICATIONS OF 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Lisa Ann Nievaard | Ms. Nievaard was appointed to our Board of Directors in July 2020. Ms. Nievaard has over 20 years of experience in strategic marketplace planning, operations management and brand development. Ms. Nievaard started with Coca-Cola in 2001 and served most recently as the general manager of franchise leadership at Coca-Cola North America, where she collaborated with multiple bottling partners to develop and to execute long-term sustainable growth plans to increase franchise value and shareholder value. Ms. Nievaard retired from Coca-Cola in 2023. Prior to joining Coca-Cola, Ms. Nievaard worked in brand strategy and media management. Beginning in 2025, Ms. Nievaard has worked in national and international business outreach for The Church of Jesus Christ of Latter-Day Saints. Ms. Nievaard received her degree in Marketing and Business Management from Brigham Young University. As a result of these and other professional experiences, we believe Ms. Nievaard possesses knowledge and experience regarding general business that strengthen our Board of Directors’ collective qualifications, skills and experience. | | Age: 56 | | | Director Since: 2020 | | | Committees: | | | Compensation; Nominating & Corporate Governance | |

  18. Corporate Governance Principles and Board Matters

    The Company did not grant any stock options or similar option-like instruments during 2024 to any of our named executive officers. Our policy is to not grant stock options or similar awards in anticipation of the release of material non-public information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on the grant dates of stock options option or similar awards. In addition, our Board of Directors and Compensation Committee do not take material non-public information into account when determining the terms of stock options or similar awards. Compensation Recoupment Policy. As a matter of policy, our Board of Directors has determined that incentive compensation awards that are made on the basis of financial metrics should contain clawback provisions that would allow the Company to recoup awards under certain circumstances such as a material misstatement of financial results. In June 2023, the SEC approved a final rule directing national securities exchanges and associations, including Nasdaq, to implement listing standards that require listed companies to adopt policies mandating the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Nasdaq’s listing standards pursuant to the SEC's rule became effective for incentive-based compensation received on or after on October 2, 2023. The company adopted a Compensation Recoupment Policy pursuant to Nasdaq listing standards on November 28, 2023. Employee, Officer and Director Hedging. Certain transactions in the Company’s equity securities, or which are linked to the value of the Company’s equity securities, may be considered short term or speculative in nature. Our Board of Directors discourages directors, officers and employees from engaging in derivative or speculative transactions involving unvested Company stock, including hedging, holding unvested stock in a margin account, or pledging unvested stock as collateral for a loan. However, the Board of Directors has not implemented a policy that prohibits directors and officers from engaging in derivative or speculative transactions. Compensation Committee Interlocks and Insider Participation. None of the members of our Compensation Committee are or have been one of our officers or employees. In addition, none of our executive officers serves or has served as a member of the Compensation Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. Risk Management and Oversight. Our Board of Directors oversees our risk management process, which is a company-wide approach to risk management that is carried out by our management. Our full Board of Directors determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our full Board of Directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk within their specific area of concern. Our Board of Directors monitors capital adequacy in relation to risk and risks related to information security. Pursuant to our Board of Directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our Board of Directors and its committees. Shareholder Communications and Annual Meeting Attendance. Shareholders may communicate with our Board by contacting Board of Directors, c/o Michael O’Brien, Corporate Counsel, FinWise Bancorp, 756 East Winchester Street, Suite 100, Murray, UT 84107. All communications will be forwarded directly to the Chairman of the Board for consideration. The Board members are not required to attend our annual meetings of shareholders. However, all directors are encouraged to attend every annual meeting of shareholders as we believe that the annual meeting is an opportunity for shareholders to communicate directly with directors. If you would like an opportunity to discuss issues directly with the members of the Board, please consider attending this year’s Annual Meeting. At our 2024 Annual Meeting of Shareholders, all of our directors (who were serving as such) were in attendance.

  19. COMMITTEES OF THE BOARD OF DIRECTORS

    Audit Committee. The members of our Audit Committee are Ms. Hutchings (Chairwoman), Messrs. Cunningham and Reynolds and Ms. Ehrlich. Our Board of Directors has evaluated the independence of each of the members of our Audit Committee and has affirmatively determined that (1) each of the members of our Audit Committee is an “independent director” under Nasdaq Stock Market rules, (2) each of the members satisfies the additional independence standards under applicable SEC rules for audit committee service, and (3) each of the members has the ability to read and understand fundamental financial statements. In addition, our Board of Directors has determined that Ms. Ehrlich is a financial expert and has the financial sophistication required by the rules of the Nasdaq Stock Market due to her experience and background. Our Board of Directors has also determined that Ms. Ehrlich qualifies as an “audit committee financial expert” under the rules and regulations of the SEC. The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements and, in that regard, assists the Board of Directors in its oversight of the integrity of our financial statements, the selection, engagement, management and performance of our independent auditor that audits and reports on our consolidated financial statements, the performance of our internal audit function, the review of reports of bank regulatory agencies, monitoring management’s compliance with the recommendations contained in those reports and our compliance with legal and regulatory requirements related to our financial statements and reporting. Among other things, our Audit Committee has responsibility for: •overseeing the quality and integrity of the Company’s financial reporting processes, financial statements, and systems of internal accounting and financial controls; •overseeing the annual independent audit of the Company’s financial statements and internal control over the Bank’s financial reporting, and selecting and reviewing the performance of our independent auditor and approving, in advance, all engagements and fee arrangements; •reviewing reports from the independent auditor, at least annually, regarding its internal quality control procedures and any material issues raised by the most recent internal quality-control or peer review or by governmental or professional authorities, and any steps taken to deal with such issues and obtaining and reviewing each inspection report issued by the Public Company Accounting Oversight Board; •reviewing the independence of our independent auditor and setting policies for hiring employees or former employees of our independent auditor and for audit partner rotation and independent auditor rotation in accordance with applicable laws, rules and regulations; •resolving any disagreements regarding financial reporting between management and the independent auditor; •overseeing and evaluating the performance of our internal audit function and review; •reviewing operating and control issues identified in internal audit reports, management letters, examination reports of regulatory agencies and monitoring management’s compliance with recommendations contained in those reports; •meeting with management and the independent auditor to review the effectiveness of our system of internal controls and internal audit procedures, and to address any deficiencies in such procedures; •monitoring management’s compliance with all applicable laws, rules and regulations; •reviewing our earnings releases and reports filed with the SEC; •preparing the Audit Committee report required to be included in the proxy statement relating to our annual meeting of shareholders; •reviewing the adequacy and effectiveness of our accounting and financial controls, including guidelines and policies for assessing and managing our risk exposure; •establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters; •reviewing actions by management on recommendations of the independent auditors and internal auditors; •reviewing and approving or ratifying related party transactions in accordance with our policies and procedures; •reviewing reports and recommendations provided by senior management or third party consultants retained by the committee related to the Company’s financial, operational, credit, strategic, market, investment, liquidity, reputational and compliance risks; •reviewing significant aggregate risk concentrations and other escalations, and approving significant corrective actions recommended by senior management; •conducting an annual evaluation of the performance of the Audit Committee and the adequacy of its charter and recommending to our Board of Directors any changes that it deems necessary; and •handling such other matters as are specifically delegated to the Audit Committee by our Board of Directors from time to time. Our Audit Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Audit Committee is available on our website at www.finwisebancorp.com, under the “Investor Relations-Governance” tab. Compensation Committee. The members of our Compensation Committee are Messrs. Giordano (Chairman) and Reynolds, and Mses. Hutchings and Nievaard. Our Board of Directors has evaluated the independence of each of the members of our Compensation Committee and has affirmatively determined that each of the members of our Compensation Committee meets the definition of an “independent director” under the Nasdaq rules. Our Board has also determined that each of the members of the Compensation Committee qualifies as a “nonemployee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee assists the Board of Directors in its oversight of our overall compensation structure, policies and programs and assessing whether such structure meets our corporate objectives, the compensation of our named executive officers and the administration of our compensation and benefit plans. Among other things, our Compensation Committee has responsibility for: •reviewing and determining, and recommending to the Board of Directors for its confirmation, the annual compensation, annual incentive compensation and any other matter relating to the compensation of our named executive officers; all employment agreements, severance or termination agreements, change in control agreements to be entered into between any executive officer and us; •reviewing and comparing compensation practices of any relevant peer group in order to assist in the committee’s evaluation of the appropriateness of the Company’s compensation practices and programs; •reviewing and determining, and recommending to the Board of Directors for its confirmation, the annual compensation, modifications to our philosophy and compensation practices relating to compensation of our directors and management; •reviewing and determining, and recommending to the Board of Directors for its confirmation, the establishment of performance measures and the applicable performance targets for each performance-based cash and equity incentive award to be made under any benefit plan; •taking all actions required or permitted under the terms of our benefit plans, with separate but concurrent authority; •reviewing, approving and administering each of our benefit plans, and performing such other duties and responsibilities as may be assigned to the Compensation Committee under the terms of such plans;

  20. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS The following table sets forth compensation paid or awarded to, or earned by, each of our directors (except for Mr. Landvatter, whose compensation is disclosed under “Summary Compensation Table” below) during 2024:

  21. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Retainer Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Gerald E. Cunningham | 70,350 | 40,005 | — | 110,355 | | Susan Ehrlich | 24,533 | 20,000 | — | 44,533 | | Thomas E. Gibson, Jr. | 70,350 | 40,005 | — | 110,355 | | James N. Giordano | 77,100 | 40,005 | — | 117,105 | | Jeana Hutchings | 77,100 | 40,005 | — | 117,105 | | Lisa Ann Nievaard | 73,050 | 40,005 | — | 113,055 | | Howard I. Reynolds | 94,050 | 40,005 | — | 134,055 | | Alan Weichselbaum | 67,650 | 40,005 | — | 107,655 |

  22. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (1) Represents the grant date fair value of restricted stock awards calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718 (“FASB ASC Topic 718”). The amounts reported may not reflect the actual economic value realized by each director. The total grant date fair market value of the restricted stock awarded to directors was approximately $0.3 million for the year ended December 31, 2024. |

  23. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    During 2024, the the Company’s non-employee directors’ compensation program was based on annual retainers. Pursuant to this program, approximately 35% of the compensation payable to a non-employee director was paid in the form of restricted shares of our common stock. For the year ended December 31, 2024, the directors of the Company, other than Mr. Landvatter, received retainer fees as follows: Board-Related Fees

  24. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | | Cash Compensation | | | | | Retainer ($) | | | | Director Role | Monthly | Annual | Total Cash ($) | | Normal Outside Director | 5,833 | 70,000 | 70,000 | | Lead Independent Director | 7,083 | 85,000 | 85,000 | | Committee Chairs of the three standing Committees | 750 | 9,000 | 9,000 | | Committee Members (non-Chair) of the three standing Committees | 300 | 3,600 | 3,600 |

  25. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Ms. Ehrlich, who became a member of the Board and Audit Committee on July 16, 2024, received a pro rata portion of such cash compensation for her service for the year ended December 31, 2024.

  26. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our named executive officers for the years ended December 31, 2024 and 2023.

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Kent Landvatter Chief Executive Officer of the Company and Executive Chairman of the Bank | 2024 | $569,331 | $402,500 | $913,500 | $— | $37,400 | $1,922,731 | | | 2023 | $558,462 | $253,578 | $483,280 | $118,735 | $31,580 | $1,445,635 | | James F. Noone President of the Company and President and CEO of the Bank | 2024 | $470,833 | $300,000 | $710,500 | $— | $19,494 | $1,500,827 | | | 2023 | $442,500 | $428,980 | $207,120 | $50,886 | $18,027 | $1,147,513 | | Robert Wahlman Chief Financial Officer of the Company and the Bank | 2024 | $315,847 | $300,000 | $355,250 | $— | $198,632 | $1,169,729 |

  28. Summary Compensation Table

    | (1) The stock awards granted in 2024 vest over the first five anniversaries of the grant date of May 28, 2024. The 2024 amounts represent the aggregate grant date fair value of stock awards granted in that year, calculated in accordance with FASB ASC Topic 718. | | (2) The stock awards granted in 2023 vest over the first three anniversaries of the grant date of April 18, 2023 based on achievement of specified levels of the Bank’s return on average assets. The 2023 amounts represent the aggregate grant date fair value of stock awards granted in that year, calculated in accordance with FASB ASC Topic 718. The grant date fair value of the stock award was $8.63 per share. | | (3) The option awards granted in 2023 vest over the first three anniversaries of the grant date of April 18, 2023 based on achievement of specified levels of the Bank’s return on average assets. The 2023 amounts represent the aggregate grant date fair value of options granted in that year, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are discussed in the Summary of Significant Accounting Policies note and the Stock-Based Compensation note to our consolidated financial statements in our 2024 Annual Report. The resulting grant date fair value of the stock options was $4.11 per share. | | (4) “All Other Compensation” for the named executive officers is further described below. |

  29. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table sets forth, on an award by award basis, information concerning option awards held by the named executive officers at December 31, 2024.

  30. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Kent Landvatter | 12/24/2019(1) | 40,914 | — | — | $3.64 | 12/24/2029 | | Kent Landvatter | 12/23/2019(2) | 137,400 | — | — | $3.64 | 12/23/2029 | | Kent Landvatter | 6/9/2022(5) | 14,902 | — | 7,450 | $13.04 | 6/9/2032 | | Kent Landvatter | 4/18/2023(5) | 9,622 | — | 19,244 | $8.63 | 4/18/2033 | | James F. Noone | 12/24/2019(3) | 45,774 | — | — | $3.64 | 12/24/2029 | | James F. Noone | 1/1/2021(4) | 60,000 | — | — | $4.50 | 1/1/2031 | | James F. Noone | 6/9/2022(5) | 4,470 | — | 2,236 | $13.04 | 6/9/2032 | | James F. Noone | 4/18/2023(5) | 4,124 | — | 8,247 | $8.63 | 4/18/2033 |

  31. Outstanding Equity Awards at December 31, 2024

    | (1) The stock options vest 20% immediately then ratably on a monthly basis over the next forty-eight months from the grant date. | | (2) Stock option award granted pursuant to the 2019 Plan. The stock options vest 20% immediately then ratably on a monthly basis over the next forty-eight months from the grant date. | | (3) Stock option award granted pursuant to the 2019 Plan. The stock options vest 20% immediately then ratably on a monthly basis over the next thirty-eight months from the grant date. | | (4) The stock options vested immediately upon grant. | | (5) Stock option award granted pursuant to the 2019 Plan. The stock options vest based on achievement of specified levels of the Bank’s return on average assets. |

  32. Outstanding Equity Awards at December 31, 2024

    The following table sets forth, on an award by award basis, information concerning unvested restricted stock awards held by the named executive officers at December 31, 2024.

  33. Outstanding Equity Awards at December 31, 2024

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested(4) ($) | | Kent Landvatter | 6/9/2022(1) | — | — | 14,315 | $228,754 | | Kent Landvatter | 4/18/2023(1) | — | — | 37,333 | $596,581 | | Kent Landvatter | 5/28/2024(2) | — | — | 72,000 | $1,150,560 | | Kent Landvatter | 7/3/2024(2)(3) | — | — | 18,000 | $287,640 | | James F. Noone | 6/9/2022(1) | — | — | 4,295 | $68,634 | | James F. Noone | 4/18/2023(1) | — | — | 16,000 | $255,680 | | James F. Noone | 5/28/2024(2) | — | — | 56,000 | $894,880 | | James F. Noone | 7/3/2024(2)(3) | — | — | 14,000 | $223,720 | | Robert Wahlman | 5/28/2024(2) | — | — | 28,000 | $447,440 | | Robert Wahlman | 7/3/2024(2)(3) | — | — | 7,000 | $111,860 |

  34. Outstanding Equity Awards at December 31, 2024

    | (1) Restricted stock award granted pursuant to the 2019 Plan. These shares vest ratably on each of the first three anniversaries of the grant date based on achievement of specified levels of the Bank’s return on average assets. | | (2) Restricted stock award granted pursuant to the 2019 Plan. These shares vest in five equal installments on the first five anniversaries of May 28, 2024, subject to continued service on the vesting date. | | (3) 80% of the restricted stock award became effective as of May 28, 2024; the remaining 20% of the restricted stock award became effective on July 3, 2024. | | (4) The market value of unvested awards is based on $15.98, the closing price of our common stock on December 31, 2024 as reported by the Nasdaq Stock Market LLC. |