BANCORP INC (TBBK)
Sector: Financials
2026 Annual Meeting Analysis
BANCORP INC · Meeting: May 27, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 director nominees to serve until the 2027 Annual Meeting of stockholders
Allen joined in 2025, placing him within the 24-month new-director exemption from the TSR trigger; no overboarding, independence, attendance, or qualification concerns identified.
Brockman joined in 2024, placing him within the 24-month new-director exemption; no overboarding, independence, attendance, or qualification concerns identified.
TBBK's 3-year return of +117.7% outperforms the peer median by +27.9pp, well below the 65pp threshold required to trigger a vote against long-tenured directors; 100% meeting attendance and no other flags.
Director since 2021, tenure fully overlaps the measurement period; TBBK's strong stock outperformance versus both the peer group and QABA benchmark means the TSR trigger does not apply; no other concerns.
TBBK's 3-year TSR of +117.7% outperforms the peer median by +27.9pp, far below the 65pp threshold; no overboarding concerns (one other public board seat); 100% meeting attendance.
As CEO-director since 2016, Kozlowski's tenure fully covers the measurement period; TBBK's exceptional stock performance (+117.7% over 3 years, +27.9pp above peer median) means the TSR trigger does not apply; no outside public board seats flagged.
Director since 2004 with strong relevant legal and banking experience; TSR trigger does not fire given TBBK's outperformance versus peers and QABA; 100% attendance confirmed.
McEntee holds one additional public board seat (Launch Two Acquisition Corporation), which is below the overboarding threshold; TBBK's TSR outperformance means no TSR trigger applies; 100% meeting attendance.
Director since 2019 with highly relevant bank regulatory experience; TSR trigger does not apply given strong outperformance versus both the peer group and QABA; 100% attendance and no other concerns.
Tryniski joined in 2024, placing him within the 24-month new-director exemption from the TSR trigger; strong community banking and financial expertise; Audit Committee financial expert designation confirmed.
All 10 director nominees receive a FOR vote. TBBK's 3-year total shareholder return of +117.7% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index by +54.5pp and the company-disclosed peer group median by +27.9pp, both well below the applicable thresholds needed to trigger a vote against any director. Board attendance was 100% for all directors in 2025, no overboarding issues exist, all committees are composed of independent directors, and the board discloses a comprehensive skills matrix.
Say on Pay
✓ FORCEO
Damian M. Kozlowski
Total Comp
$4,528,622
Prior Support
97%%
The CEO's reported total compensation of $4,528,622 (as pre-extracted from our database, reflecting the Summary Compensation Table figure of $4,528,622 which includes salary, stock awards, option awards, and other compensation) is reasonable for a CEO at a $2.6B market-cap fintech-focused bank delivering 117.7% stock appreciation over three years, net income growth of 75% since 2022, and ROE of 29%. Pay mix is heavily performance-oriented: 83% of total CEO compensation consists of equity and options, with base salary comprising only 17%, well within the policy's 40% fixed-pay threshold. The company received 97% shareholder support on Say on Pay in 2025, has robust clawback policies (both mandatory and discretionary), and stock outperformance versus peers and QABA fully justifies above-benchmark incentive pay under the pay-for-performance alignment check.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose auditor fee data or auditor tenure in the text provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, the tenure trigger requires confirmed data to fire, so the default FOR vote applies. Crowe LLP is a large national firm appropriate for a $2.6B market-cap bank, and no material restatements are disclosed.
Overall Assessment
The 2026 TBBK annual meeting ballot contains three straightforward management proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes. The company presents a strong governance profile with independent board leadership, 100% meeting attendance, robust clawback policies, and exceptional stock performance that substantially outperforms both the QABA — First Trust NASDAQ ABA Community Bank Index and the company's own disclosed peer group over the past three years, leaving no basis to withhold votes from any director or oppose the executive compensation program.
Compensation Peer Group
4 companies disclosed in 2026 proxy filing