Anguel Lindarev
About Anguel Lindarev
Anguel Lindarev, age 52, is Executive Vice President and Chief Information Officer (CIO) of Capital Bank, N.A. (subsidiary of CBNK). He joined in March 2024 after serving as EVP/CIO at American National Bank; prior roles include Domain CIO at Comerica (Wealth, Cards, Treasury, Payments) and VP Technology at American Express. He holds an MBA in Financial Management and Markets from Arizona State University . Company performance context: 2024 net income was $30.97M (2023: $35.87M; 2022: $41.80M) and the SEC “Pay vs. Performance” TSR index rose to 113 in 2024 (from 95 in 2023 and 91 in 2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American National Bank | EVP, Chief Information Officer | 2020–2024 | Led development of a digital bank, Banking-as-a-Service business line, and a core conversion . |
| Comerica Bank | Domain CIO (Wealth Management, Cards, Treasury, Payments) | — | Technology leadership across key revenue and payments domains . |
| American Express | Vice President, Technology (consumer/small business web & mobile; Corporate Payments) | — | Led scaled digital platforms supporting cards and corporate payments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in company filings . |
Fixed Compensation
- Not disclosed for Lindarev. He is not a Named Executive Officer in the 2025 proxy (NEOs are the CEO, President/COO, and President of OpenSky & Fintech), and no 8-K filed his individual employment agreement; therefore base salary/bonus figures are not publicly provided .
Performance Compensation
- Not disclosed for Lindarev. Company incentive design for NEOs uses quantitative goals (e.g., ROE, core deposit growth, net loan growth, mortgage/OpenSky profitability, net card growth) plus qualitative objectives; CEO bonus structure detailed, but no CIO-specific plan terms in filings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership at appointment | Form 3 filed March 22, 2024 reported “No securities are beneficially owned” . |
| Current beneficial ownership | Not reported in the 2025 proxy beneficial ownership table (table lists directors and NEOs only; CIO is not a director/NEO) . |
| Stock ownership guidelines | EVPs/Section 16 officers must hold ≥1x base salary in CBNK stock; 5 years to comply from when subject; must hold 100% of net after-tax shares from equity awards until compliant, then 50% for 36 months thereafter . |
| Hedging/derivatives | Prohibited (no short sales; no derivatives or hedging transactions) . |
| Pledging/margin | Prohibited (grandfathered exception for a different executive; no new pledges permitted) . |
| Trading controls | Pre-clearance required; quarterly blackouts and event-driven restrictions apply . |
| Vesting norms (company) | Employee equity has 3–4 year minimum vesting; options typically vest ratably over 4 years; RSUs over 3 years . |
Employment Terms
| Category | Disclosed terms (specific to Lindarev unless noted) |
|---|---|
| Employment agreement | No individual CIO employment agreement located in 8-Ks/Proxy as of Nov 18, 2025; multiple 8-K 5.02 filings disclose agreements for other executives (CFO/Poynot) but none for CIO . |
| Severance/change-in-control (CIC) | Not disclosed for Lindarev. Under the company’s 2017 Equity Plan, the Compensation Committee may accelerate vesting or settle/substitute awards upon a CIC; treatment is at committee discretion . |
| Clawback | SEC- and Nasdaq-compliant Incentive Compensation Recovery Policy (adopted Nov 17, 2023) mandates recovery of erroneously awarded incentive comp for the prior 3 completed fiscal years if a restatement occurs . |
| Non-compete/non-solicit | Not disclosed for CIO. Other executive agreements include confidentiality and non-solicitation provisions, indicating standard practice, but CIO terms not filed . |
| Ownership/retention | Ownership and retention guidelines as above (EVP 1x salary; 5-year compliance; hold requirements) . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | 41,804,000 | 35,871,000 | 30,972,000 |
| TSR Index ($100 base at 12/31/2021) | 91 | 95 | 113 |
- Cyber/Information Security oversight: Board-level risk oversight receives periodic reporting from Bank-level IT Steering and ERM Committees; IT manages day-to-day cyber risk; formal training and monitoring in place .
- Insider ownership context: Directors and management collectively beneficially own about 32% of outstanding common stock, aligning insider/stockholder interests (proxy governance discussion and ownership table) .
Governance, Compliance, and Risk Indicators
- Section 16(a): The 2025 proxy notes one late Form 4 for Lindarev (and two other executives) for 2024 transactions; company states overall compliance was timely except those instances .
- Hedging/pledging: Prohibited by policy (reduces misalignment risk); only a grandfathered pledge exists for a different executive .
- Say-on-Pay: 2025 advisory vote approved (For 10,008,613; Against 417,318; Abstain 181,708; broker non-votes 2,923,277) .
- Compensation consultant: Compensation Committee engages an independent consultant (ChaseCompGroup) to benchmark and review plans .
Related Party Transactions
- No related party transactions specific to Lindarev disclosed. The proxy outlines policy and processes for related party transactions and summarizes ordinary-course items with directors/officers at the company level .
Compensation Structure Analysis (context from company program)
- Shift/mix: Company-wide, executives receive a mix of cash and equity; CEO’s annual incentive paid 50% stock/50% cash, with multi-year vesting, indicating meaningful deferral and alignment; CIO-specific mix not disclosed .
- Metrics rigor: Quantitative metrics include ROE, core deposit and loan growth, and profitability targets; qualitative goals also used, with committee discretion; again, no CIO-specific weightings disclosed .
- Equity plan governance: No option/SAR repricing without stockholder approval; minimum vesting standards and Clawback apply .
Data Gaps and Watch Items
- Pending/unknown: CIO base salary, target/actual bonus, equity grant sizes and vesting schedules (check future 8-K 5.02 or proxy CD&A for 2025/2026) .
- Ownership evolution: Form 3 showed zero initial holdings; future Form 4s should reveal grants/open-market transactions; one 2024 Form 4 was noted as late, but details not in the proxy—monitor EDGAR for Lindarev’s Forms 4 .
- CIC/severance: Absent a filed employment agreement, CIO severance/CIC economics are not public; any subsequent 8-K 5.02 would be a catalyst for reassessing retention risk .
Investment Implications
- Alignment: Strong structural alignment via anti-hedging/anti-pledging policy, ownership guidelines (1x salary for EVPs), and required share retention should limit near-term selling pressure as the CIO builds ownership toward compliance .
- Retention risk: Lack of a disclosed employment agreement for the CIO leaves severance/CIC economics opaque; watch for future filings that clarify protections/obligations—absence of guarantees could modestly elevate retention risk versus peers with formal agreements .
- Execution signals: The CIO’s background in BaaS, digital bank builds, and core conversions aligns with CBNK’s digital growth agenda and cyber oversight emphasis; delivery on digital transformation and resilience should support operating leverage and risk-adjusted growth over time .
- Trading signals: Track Form 4 activity for initial equity onboarding grants and subsequent 10b5-1-like selling cadence (subject to policy pre-clearance/blackouts). The share-retention rules will likely dampen near-term discretionary selling, reducing technical overhang from the CIO specifically .
- Governance backdrop: High insider ownership (~32%) and solid say-on-pay support in 2025 indicate investor tolerance of current pay design; however, watch equity plan overhang as shares available were increased in 2025 (potential dilution if usage accelerates) .