Edward F. Barry
About Edward F. Barry
Edward F. Barry, 55, is Chief Executive Officer of Capital Bancorp, Inc. and Capital Bank, N.A., roles he has held since September 2012; he has served as a director of the Company since 2015 and of the Bank since 2012 . He holds a B.S. in Industrial Relations from Cornell University and an MBA from UVA Darden, and was named EY Mid-Atlantic Entrepreneur of the Year in 2017 . Under his leadership, the Bank expanded across the Washington, D.C. and Baltimore markets and has been recognized as a top-performing U.S. bank, while he has overseen growth initiatives across OpenSky, commercial, and mortgage banking . Recent performance context: TSR on a $100 investment improved from 91 (2022) to 113 (2024) while net income moved from $41.8M (2022) to $31.0M (2024), reflecting a tougher 2024 but a positive 3-year TSR trend .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One Bank | SVP, Marketing & Analytics (Small Business & Business Banking) | Not disclosed | Led product, analytics, and marketing across business banking |
| Bank of America | SVP, Strategic Marketing (Commercial, Consumer, Corporate Strategy) | Not disclosed | Drove strategic marketing across multiple banking groups |
| Ernst & Young / Cap Gemini | Strategy & Transformation Consultant | Not disclosed | Led e-business sales/marketing strategy implementations for clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Make-A-Wish Foundation, Mid-Atlantic Chapter | Director | Not disclosed | Community and philanthropic engagement |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 603,750 | 663,950 |
| 401(k) Match ($) | 9,900 | 10,350 |
| HSA ($) | 3,000 | 3,000 |
| Auto Allowance ($) | 6,000 | 6,000 |
| Cell Phone Allowance ($) | — | 900 |
| Health & Welfare ($) | 20,084 | 19,582 |
| All Other Compensation ($) | 38,984 | 39,832 |
Additional fixed/benefit terms:
- Employment agreement provides a $500/month car allowance and a $1.5 million term life insurance policy; eligible for broad-based executive benefits (retirement, medical, disability, life) .
Performance Compensation
Annual Incentive Plan Design and Outcomes
| Year | Target Opportunity | Quantitative Metrics and Weighting | Strategic Metrics and Weighting | Outcome (Quant) | Outcome (Strategic) | Payout and Form | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Max 120% of base salary | ROE, core deposit growth, net loan growth, CBHL profitability, OpenSky net card growth (60%) | Key strategic objectives (40%) | Missed ROE and OpenSky profitability targets; met/exceeded others | CEO qualitative scored 35.2% | $675,000 total; 50% cash, 50% restricted stock (cash portion appears as $337,500 bonus in SCT) | Restricted stock vests in 3 equal annual installments |
| 2025 (plan) | Max 120% of base salary | ROE, core deposit growth, net loan growth, mortgage and OpenSky profitability, OpenSky net card growth (60%) | Strategic objectives (40%) | Not applicable | Not applicable | Not applicable | Not applicable |
Notes:
- Compensation Committee uses a performance-based approach; Board retains discretion on form and amounts .
- Clawback policy in effect under SEC/Nasdaq 10D-1: 3-year lookback on erroneously awarded incentive comp following restatements .
Reported Variable Pay Mix (SCT presentation)
| Metric | 2023 | 2024 |
|---|---|---|
| Bonus (Cash) ($) | 175,000 | 337,500 |
| Stock Awards ($) | 175,000 | 425,000 |
| Option Awards ($) | 126,059 | 87,500 |
| Total Compensation ($) | 1,118,793 | 1,553,782 |
Equity Awards Detail (Grants, Values, and Vesting)
| Award Type | Grant Date | Shares/Units | Grant FV ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSU | 02/15/2022 | 3,165 | 78,000 | 3 equal annual installments | CEO bonus equity and/or LT grants under 2017 Plan |
| RSU | 02/15/2023 | 5,142 | 109,000 | 3 equal annual installments | 2017 Plan |
| RSU | 02/15/2024 | 8,409 | 175,000 | 3 equal annual installments | 2017 Plan |
| Option | 01/01/2021 | 20,000 (15,000 ex/5,000 unex) | — | 4-year ratable | $13.93 strike; exp. 2026 |
| Option | 12/31/2021 | 12,500 (9,375 ex/3,125 unex) | — | 4-year ratable | $26.41 strike; exp. 2026 |
| Option | 01/01/2023 | 15,351 (3,838 ex/11,513 unex) | — | 4-year ratable | $23.54 strike; exp. 2028 |
| Option | 01/01/2024 | 11,870 (0 ex/11,870 unex) | — | 4-year ratable | $24.20 strike; exp. 2029 |
Vesting conventions: Options vest evenly over 4 years (grants expiring 2025–2029); CEO stock awards vest in three equal annual installments .
Repricing prohibited without shareholder approval under the 2017 Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 399,457 shares (2.37% of outstanding) |
| Shares outstanding (record date) | 16,656,649 |
| Vested vs unvested equity | Options exercisable: 40,019; unexercisable: 31,508; Unvested RSUs: 16,716 (2022–2024 grants) |
| Pledging/Hedging | Prohibited by Insider Trading Policy; pledging not counted toward ownership guidelines (grandfathering only applies to one other executive) |
| Ownership guidelines | CEO must hold ≥5x base salary; 5 years to comply; must hold 100% of net after-tax acquired shares until compliant, then 50% for 36 months |
| Trading controls | Quarterly blackouts, event-based restrictions, and pre-clearance required for Section 16 insiders |
Program scale and dilution context:
- Overhang would rise from 6.46% to 9.58% if 2025 share replenishment (520,000 shares) is approved; 3-year average burn rate (ISS VABR) is 0.75% .
- Insider/board group beneficially owns ~31.6% (all directors/executives, 22 persons), indicating high insider alignment; proxy also references ~32% insider ownership in governance discussion .
Employment Terms
| Topic | Key Terms |
|---|---|
| Agreement | New employment agreement dated June 29, 2022; initial term through June 30, 2025; auto-renews annually unless notice ≥6 months before anniversary |
| Base salary | $575,000 in 2022; subject to annual review for potential increases (no decreases) from 2023 |
| Annual incentive | Up to 120% of base salary; paid 50% cash / 50% stock; metrics include ROE, deposit/loan growth, profitability, and strategic goals |
| Equity | Stock options granted Jan 1, 2023 and Jan 1, 2024; ratable vesting; 100% vest on change in control per employment agreement |
| Severance (no CIC) | If terminated without cause or resigns for good reason ≥1 year before a CIC: 18 months of base salary plus, over the same period, payments totaling 50% of target annual incentive (target defined as 100% of base salary); medical continuation up to 18 months (or cash equivalent) |
| Severance (CIC window) | If terminated without cause or resigns for good reason within 1 year of a CIC: 30 months of base salary plus, over the same period, payments totaling 50% of target annual incentive; medical continuation up to 30 months (or cash equivalent) |
| 280G | Agreement prohibits “excess parachute payments” under IRC 280G (i.e., cutback rather than gross-up) |
| Clawback | Recovery policy compliant with SEC Rule 10D-1/Nasdaq; 3-year lookback for restatements |
| Deferred comp | NQDCP credit of $140,000 to Barry for 2024; 10-year vesting; distributions in 10 annual installments post-termination; deemed rate based on 10-year U.S. Treasury |
Board Governance (including dual-role implications)
- Director since 2015; current Company Board committees: Executive Committee (member). At the Bank, he serves on the Loan, Executive, Asset/Liability, Divisions, and Human Resources Committees .
- Independence: not independent (as CEO), but the Board has an independent majority; separate Chairs at Company (Schwartz) and Bank (Whalen); CEO and Chair roles are separated to enhance oversight .
- Board structure: classified/staggered; Board cites benefits of continuity and stability; supermajority provisions retained; acknowledges ~32% insider ownership as part of governance context .
- Meetings/attendance: each incumbent director attended ≥75% of Board and committee meetings in 2024; independent director executive sessions held at least twice annually .
- As an employee director, Barry does not receive separate director fees (non-employee director compensation disclosed separately) .
Pay vs Performance (context)
| Year | SCT Total for CEO ($) | Compensation Actually Paid ($) | TSR ($100=Dec 31, 2021) | Net Income ($) |
|---|---|---|---|---|
| 2022 | 1,103,095 | 834,486 | 91 | 41,804,000 |
| 2023 | 1,118,793 | 1,001,287 | 95 | 35,871,000 |
| 2024 | 1,553,782 | 1,282,179 | 113 | 30,972,000 |
Director Service Snapshot (for Barry)
| Attribute | Detail |
|---|---|
| Director since | 2015 |
| Current Board committees | Executive Committee (Company); Loan, Executive, Asset/Liability, Divisions, Human Resources (Bank) |
| Independence | Not independent (executive officer) |
| Chair/CEO structure | Separate Chair (Company: Schwartz; Bank: Whalen); Barry is CEO only |
Equity Overhang and Plan Mechanics (signal for dilution/supply)
- Shares outstanding (record date): 16,657,060 (weighted average) .
- 2017 Plan shares available (as of Mar 24, 2025): 238,524; outstanding awards: 837,137 .
- Proposed 2025 share increase: +520,000; estimated overhang increase from 6.46% to 9.58% if approved .
- Repricing prohibited; committee may accelerate/settle awards at change in control; employee minimum vesting 3–4 years; CEO bonus stock paid in RSUs vesting over 3 years .
Equity Ownership & Beneficial Holdings (Barry)
| Shares Beneficially Owned | % of Class | Options Exercisable (≤60 days) | Options Unexercisable | Unvested RSUs (Units) |
|---|---|---|---|---|
| 399,457 | 2.37% | 40,019 | 31,508 | 16,716 (2022: 3,165; 2023: 5,142; 2024: 8,409) |
Insider trading controls and alignment:
- Pre-clearance for trades; quarterly and event-driven blackouts; hedging and pledging prohibited (legacy pledge exception applies to another executive) .
- CEO ownership guideline: 5x base salary; stringent post-grant holding requirements until compliance and thereafter for 36 months .
Related Policies and Committees (compensation governance)
- Compensation Committee (independent directors) oversees NEO compensation, incentive goals, plan administration, and succession planning; chair: Joshua Bernstein .
- Independent compensation consultant (ChaseCompGroup, LLC) engaged in 2024 and 2023; independence assessed annually; advised on pay levels, incentive design, and equity plan overhang/burn rate .
- Say-on-Pay advisory proposal included for 2025 meeting (no historical vote % disclosed) .
Investment Implications
- Alignment: Barry’s 2.37% stake and insider/board group ownership of ~31.6% point to high insider alignment; pledging/hedging bans and strict ownership/retention rules temper near-term selling pressure, though steady vesting of options/RSUs creates recurring supply windows .
- Pay-for-performance: Incentives tied 60% to ROE, deposit/loan growth, and business-line profitability, with 40% strategic metrics; 2024 payout reflected misses on ROE and OpenSky profitability but strength elsewhere—balanced structure supports shareholder alignment while highlighting execution risk in ROE and fintech profitability .
- Change-in-control economics: Double-trigger cash severance (base continuation plus 50% target bonus amount over 30 months) and single-trigger option acceleration heighten retention through potential strategic events but raise CIC cost-of-exit considerations; 280G cutback reduces gross-up risk .
- Dilution watchlist: Proposed 520K share increase would lift overhang to 9.58% if approved; monitor annual burn (~0.75% 3-year ISS VABR) and grant cadence for potential dilution impacts .
- Governance: Classified board and supermajority provisions persist, offset by independent majority and separated Chair/CEO roles; this structure may reduce takeout optionality but supports continuity in a regulated sector .
Overall: Incentive design is anchored in core banking profitability and growth, with equity-heavy components and stringent ownership/retention that align Barry to long-term TSR. Watch execution on ROE/OpenSky profitability (key bonus levers), upcoming vesting windows, and potential equity plan dilution as near- to medium-term trading signals .