C. Scott Brannan
About C. Scott Brannan
C. Scott Brannan (age 66) has served on Capital Bancorp, Inc.’s Board since December 2018 (7 years of tenure) and is currently the Audit Committee Chair; he is also a member of the Environmental, Social & Governance (ESG) Committee and is classified as an independent director. He is Managing Director of the Mitchell & Emily Rales Family Office and previously served as CFO (and earlier Audit Committee Chair) at Colfax Corporation; prior roles include Vice President–Administration & Controller and Chief Accounting Officer at Danaher, partner in charge of professional standards at a regional public accounting firm, and Arthur Andersen. He holds BA and MS in Accountancy from Loyola University Maryland and is a Maryland CPA; he has led/participated in 50+ acquisitions and is designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitchell & Emily Rales Family Office | Managing Director | Not disclosed | Family office leadership; multi-asset oversight |
| Colfax Corporation (public industrial) | CFO; previously Audit Committee Chair | Not disclosed | Financed growth from <$1B to >$4B revenue; led financial reporting, treasury, tax, risk, IR, pensions |
| Danaher Corporation (NYSE: DHR) | VP–Administration & Controller; Chief Accounting Officer | ~10+ years | Corporate finance leadership across global operations |
| Regional public accounting firm | Partner in charge of professional standards | Not disclosed | Technical standards oversight for assurance practice |
| Arthur Andersen & Co. | Public accountancy (manufacturing/tech/life sciences clients) | Early career | International exposure; audit/assurance |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company boards (current) | — | None disclosed in proxy |
Board Governance
- Independence: Board determined Brannan is “independent” under Nasdaq rules; no family relationships disclosed.
- Committee leadership: Audit Committee Chair; member of ESG Committee; designated “audit committee financial expert” by the Board under SEC rules.
- Attendance: All incumbent directors attended ≥75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting. Board held 5 meetings in 2024.
- Executive sessions: Independent directors meet in executive session at least twice per year.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 4 |
| Environmental, Social & Governance | Member | 7 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 19,500 | 24,224 | 29,736 | 73,460 |
Director and committee retainers (company-level schedule, 2024):
- Non-employee director monthly retainer: $500
- Audit Committee Chair: $1,000/month; Audit Committee member: $500/month
- Compensation Committee member: $500/month
- Nominating & Governance Committee member: $250/month
- ESG Committee member and Chair: $200/month
- Risk Committee member: $400/month; Bank Risk Committee Chair: $800/month
Performance Compensation
- No performance metrics are tied to non-employee director compensation; equity grants (RSUs/options) are time-based under the 2017 Plan.
Other Directorships & Interlocks
- None disclosed for Brannan in the proxy; prior public company executive roles noted above.
Expertise & Qualifications
- Financial reporting and audit oversight; SEC-designated audit committee financial expert.
- Extensive M&A and integration experience (50+ acquisitions).
- Treasury, taxation, risk management, investor relations leadership.
- CPA (Maryland), BA and MS in Accountancy (Loyola University Maryland).
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Breakdown/Notes |
|---|---|---|---|
| C. Scott Brannan | 11,465 | <1% | Includes 2,395 shares held as custodian for grandchildren; includes 6,565 shares underlying options currently exercisable within 60 days; excludes 8,283 shares underlying options/RS awards subject to vesting |
- Stock ownership guidelines: Non-employee directors are expected to hold ≥$100,000 in stock; however, the Audit Committee Chair is excluded from this requirement (as are certain investment firm representatives). Brannan, as Audit Chair, is exempt from the guideline. Shares held in margin/pledge do not count; unvested performance awards do not count.
- Hedging/pledging: Company policy prohibits hedging and pledging; only a historic, grandfathered pledge exists for another director (Browning), not Brannan.
Governance Assessment
- Strengths
- Independent Audit Chair with SEC “financial expert” designation; deep finance/M&A pedigree from Colfax/Danaher enhances audit rigor and risk oversight.
- Solid attendance and engagement; Board/committee structure with regular meetings and executive sessions supports effective oversight.
- Alignment and Pay
- Director pay mix balances modest cash retainer with equity grants; total 2024 director comp for Brannan was $73,460.
- Beneficial ownership is <1%; while the Board has ownership guidelines, the Audit Chair is exempt—this reduces formal “skin-in-the-game” requirements for Brannan.
- Conflicts/Related Party
- No related-party transactions disclosed involving Brannan; related-party policy requires Audit Committee pre-approval and arm’s-length terms.
- RED FLAGS
- Exemption of Audit Committee Chair from director ownership guidelines is a potential alignment concern; monitor actual holdings over time given <1% beneficial ownership.