Deborah Ratner-Salzberg
About Deborah Ratner‑Salzberg
Deborah Ratner‑Salzberg, age 71, is an attorney and seasoned real estate executive serving as an independent director of Capital Bancorp, Inc. since 2016 (nine years of board tenure in 2025). She retired as Chair, Brookfield Properties DC Region in January 2020, after a long career leading Forest City Washington, Inc. and serving in various roles at Forest City since 1985. Her board credentials emphasize corporate governance, real estate development, and public company oversight, including current service on the board of CubeSmart (NYSE: CUBE) since 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookfield Properties (DC Region) | Chair | Dec 2018 – Jan 2020 | Regional leadership of mixed‑use and commercial real estate portfolio |
| Forest City Washington, Inc. | President; various leadership roles | 1985 – Dec 2018 | Development, construction, ownership and management of mixed‑use/commercial/residential projects |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| CubeSmart (NYSE: CUBE) | Director | Since 2013 | Public REIT board service; self‑storage sector oversight |
| Federal City Council | Board member | Not disclosed | Civic leadership in Washington, DC |
| New York Common Real Estate Advisory Committee | Member | Not disclosed | Real estate advisory |
| Foundation for the National Archives | Board member | Not disclosed | Non‑profit governance |
| Jewish Federation of Greater Washington | Board member | Not disclosed | Community and philanthropy |
| United Jewish Endowment Fund | Board member | Not disclosed | Investment committee involvement |
| Kenyon College | Trustee | Not disclosed | Academic governance |
| Board of Plant Word | Board member | Not disclosed | Community/professional organization |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirmatively determined Ratner‑Salzberg is independent under Nasdaq rules |
| Committee Memberships | Chair, Nominating & Corporate Governance; Member, Environmental, Social & Governance (ESG) |
| Committee Meetings (2024) | Nominating & Corporate Governance: 2 meetings; ESG: 7 meetings |
| Board Meetings (2024) | Board held 5 meetings; each incumbent director attended ≥75% of Board and committee meetings during service |
| Annual Meeting Attendance | All directors attended the 2024 annual meeting |
| Executive Sessions | Independent directors meet at least twice annually in executive session |
| Director Resignation Policy | Majority voting with resignation policy for nominees receiving more “against” than “for” votes |
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $20,400 | Monthly retainers vary by committee roles; Chair stipends apply for Nominating & Governance |
| Stock Awards (Grant‑date Fair Value) | $20,764 | Stock award granted Jan 1, 2024 at $24.20 per share |
| Option Awards (Grant‑date Fair Value) | $25,488 | Options fair value per Black‑Scholes $10.62 on Jan 1, 2024 |
| Total | $66,652 | Sum of cash, stock, and option awards |
Performance Compensation (Director)
Directors do not have disclosed performance‑tied compensation metrics; director pay comprises cash retainers and standard equity grants under the 2017 Plan. No performance targets, TSR linkages, or ESG scorecards are disclosed for non‑employee director compensation .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlock/Conflict Note |
|---|---|---|---|
| CubeSmart | NYSE: CUBE | Director | No compensation committee interlocks at CBNK; CBNK Compensation Committee comprises Bernstein (Chair), Whalen, Schwartz; Ratner‑Salzberg is not a member |
Expertise & Qualifications
- Attorney with decades of executive leadership in real estate development, construction, and asset management; public company oversight and corporate governance experience .
- Board skills matrix identifies corporate governance, real estate, market familiarity; tenure 9 years; independence affirmed .
Equity Ownership
| Item | Quantity/Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 65,329 shares; less than 1% of class | |
| Ownership as % of Shares Outstanding | ~0.39% (65,329 / 16,656,649) based on record date shares outstanding | |
| Vested vs Unvested | 6,126 options exercisable within 60 days; excludes 7,872 unvested options/RSUs | |
| Disclaimed Ownership | Excludes 62,800 shares owned by R. Capital II, Ltd (disclaimed beneficial ownership) | |
| Pledging/Hedging | Company policy prohibits hedging/pledging; only Mr. Browning has a grandfathered pledge; no pledge disclosed for Ratner‑Salzberg | |
| Ownership Guidelines | Non‑employee directors expected to hold ≥$100,000 in CBNK stock; five‑year compliance window from July 21, 2023 | |
| Approx. Holding Value | ~$1.89 million (65,329 × $28.96 closing price on record date) |
Governance Assessment
- Committee leadership and engagement: As Chair of Nominating & Corporate Governance and member of ESG, Ratner‑Salzberg is central to director nominations, governance policy, diversity oversight, and ESG strategy—key to board effectiveness and investor confidence .
- Independence and attendance: Independence affirmed; participation threshold met; presence at annual meeting—positive governance signal .
- Ownership alignment: Material personal stake (~65K shares) with additional vested options and compliance‑oriented ownership guidelines; no hedging/pledging exposure disclosed—supports alignment and reduces agency risk .
- Compensation structure: Modest cash retainer with equity grants; no performance‑tied director metrics, consistent with community bank practice; equity awards under 2017 Plan with anti‑repricing protections and clawback policy for executives (company‑wide governance hygiene) .
- Conflicts/related‑party exposure: No specific related‑party transactions attributed to her; ordinary banking relationships overseen by Audit Committee under formal related‑party policy; disclaimed interest in 62,800 shares of R. Capital II, Ltd noted—monitoring appropriate .
RED FLAGS: None disclosed specific to Ratner‑Salzberg (no pledging, no delinquent Section 16 filings for her, no related‑party transactions identified). Broader board overhang and equity plan expansion are company‑level dilution considerations, but they do not reflect an individual governance concern for this director .