Sector: Financials
COASTAL FINANCIAL CORP · Meeting: May 27, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Mr. Chapman joined the board in March 2026 and is exempt from the TSR trigger under the 24-month new-director rule; he brings relevant banking technology and AI expertise appropriate for CCB's BaaS strategy.
Ms. Delorier has served since 2020 and CCB's 3-year price return of +148.6% outpaces QABA (the community bank benchmark) by +90.2 percentage points, well above the 65pp threshold required to trigger a vote against, so no TSR concern applies; her digital banking and strategy background is well-suited to the company.
Mr. Hovde has served since 2011 and the company's strong 3-year outperformance versus QABA (+90.2pp) means no TSR trigger applies; his financial services investment banking background provides valuable oversight for a community bank.
Mr. Patterson has served since 2021, is a Certified Public Accountant serving as Audit Committee Chair and designated financial expert, and the company's strong TSR outperformance versus QABA means no TSR trigger applies.
Mr. Tisdel has served since 2002 and the company's exceptional 3-year outperformance versus QABA (+90.2pp) means no TSR trigger applies; his long tenure and deep community ties support his continued service as a local market expert.
All five director nominees receive a FOR vote. The company's 3-year price return of +148.6% outperforms the QABA community bank benchmark by +90.2 percentage points, far exceeding the 65pp threshold required to trigger a TSR-based vote against any director, so no TSR concerns apply to any nominee. No overboarding, attendance, independence, or familial-relationship issues were identified. Jeffrey M. Chapman, who joined in March 2026, is additionally exempt from the TSR trigger under the 24-month new-director rule.
CEO
Eric M. Sprink
Total Comp
$1,693,201
Prior Support
94%%
CEO Eric Sprink received total compensation of $1,693,201 in 2025, which is reasonable for a CEO of a $1.3 billion community bank with a BaaS-focused business model. The prior year say-on-pay vote received approximately 94% shareholder support, well above the 70% threshold that would require a response, indicating broad shareholder satisfaction. The pay mix for the CEO shows roughly 48% variable pay (cash bonus plus equity awards), which is at the lower boundary of best practice but is mitigated by the strong use of performance-based equity including PSUs with meaningful stock price hurdles, a formal clawback policy, and the use of an independent compensation consultant; the 3-year TSR dramatically outperforms the QABA benchmark, confirming that incentive pay has been well-aligned with shareholder outcomes.
Auditor
Baker Tilly US, LLP
Tenure
10 yrs
Audit Fees
$1,197,000
Non-Audit Fees
$10,815
Baker Tilly US, LLP has served since 2016 (approximately 10 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $10,815 represent less than 1% of audit fees of $1,197,000, far below the 50% ratio that would trigger a vote against. No material restatements were identified, and Baker Tilly is a large national firm appropriate for a $1.3 billion market-cap company.
The 2026 Coastal Financial Corp annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which receive a FOR vote under our policy. The company's exceptional 3-year total shareholder return of +148.6%, which outpaces the QABA community bank benchmark by over 90 percentage points, drives positive outcomes across director elections and the pay-for-performance assessment, with no material governance, compensation, or audit independence concerns identified.
