Eric Suss

About Eric Suss

Eric Suss, age 48, serves as Executive Vice President and Chief Human Resources Officer at Capital Bank, N.A. (CBNK). He joined the Bank in 2012 and leads Human Resources, Facilities, and ESG, with credentials including SHRM-SCP and SPHR and a degree from the University of Maryland . Company performance context: CBNK’s net income declined from $41.8M in 2022 to $30.97M in 2024 while TSR improved from 91 to 113 for a $100 investment over the same period, informing pay‑for‑performance alignment assessments .

Company Performance (context for incentive alignment)

Past Roles

External Roles

Fixed Compensation

• Mr. Suss is not a Named Executive Officer in the proxy; specific base salary and bonus detail are not disclosed for him. The NEO compensation framework comprises base salary, annual bonus, equity awards, benefits, and limited perquisites .

Performance Compensation

• Incentive design (company-level framework, 2024):
  • CEO maximum opportunity 120% of salary; metrics weighted 60% quantitative (ROE, core deposit growth, net loan growth, mortgage/CBHL profitability, OpenSky™ profitability and net card growth) and 40% qualitative; payout $675,000 (50% cash, 50% RSUs vesting over 3 years) after missing ROE and OpenSky™ profitability but meeting/exceeding other quantitative goals; qualitative scored 35.2% .
  • President/COO maximum 45% of salary; payout $150,000 (cash) .
  • OpenSky™ & Fintech President maximum 90% of salary; payout $244,522 (cash) .
• Mr. Suss’s individual incentive metrics/weighting and payout are not disclosed.

2024 Incentive Framework (illustrative, company-level)

Equity Ownership & Alignment

• Stock ownership guidelines (adopted July 21, 2023): CEO 5x salary; President and CFO 3x; Executive Vice Presidents and other Section 16 reporting executive officers 1x; 5-year compliance window; 100% of net after‑tax shares held until guidelines met, then 50% for 36 months; pledged/margined shares do not count toward compliance .
• Insider trading policy: Prohibits short sales, hedging, derivatives, and pledging/margining, subject to narrow grandfathering (one legacy pledge for a different executive); trades require pre‑clearance and blackout compliance .
• Beneficial ownership: Mr. Suss is not individually listed in the proxy’s beneficial ownership table, which covers directors/NEOs and the group total; therefore, his individual share/option holdings are not disclosed there .
• Equity award vesting standards: Options generally vest evenly over 4 years; RSUs for certain executives vest over 3 years; minimum employee vesting 3–4 years; awards subject to clawback policy .

Stock Ownership Guidelines

Employment Terms

• Clawback: SEC/Nasdaq‑compliant Incentive Compensation Recovery Policy adopted Nov 17, 2023; requires recovery of erroneously awarded incentive compensation for three completed fiscal years preceding a restatement, regardless of misconduct .
• Nonqualified Deferred Compensation Plan (NQDCP): Unfunded plan with discretionary credits that vest after 10 years; distributions over 10 years post‑termination; credited for NEOs in 2024 (e.g., Barry $140,000; Poynot $60,000; Dicker $58,489) .
• Employment agreements: Disclosed for CEO, President/COO, and OpenSky™/Fintech President, including severance and change‑of‑control terms; no specific employment agreement for Mr. Suss is disclosed in the proxy .

Compensation Structure Analysis

• Emphasis on performance pay: CEO bonus split 50% stock/50% cash; substantial multi‑year vesting and robust clawback reduce short‑term orientation and support alignment .
• Anti‑hedging/pledging: Strict prohibitions, with grandfathered pledge for a different executive; pledged/margined shares excluded from ownership guideline compliance, limiting misalignment risk .
• Equity plan dilution management: Overhang projected to increase from 6.46% to 9.58% upon share replenishment; three‑year average VABR 0.75% and expected burn rate ≤1% per year through plan life, consistent with retention/incentive objectives while mindful of dilution .

Equity Plan Overhang and Burn

Related Party Transactions and Governance

• Related party banking relationships are conducted on market terms; no related party loans categorized as problem as of Dec 31, 2024 .
• Compensation Committee comprised of independent directors; uses independent consultant (ChaseCompGroup) for pay benchmarking and plan design .

Say‑on‑Pay & Shareholder Feedback

• 2025 proposal seeks advisory approval of NEO compensation; Board recommends “FOR.” Vote outcome not included in the proxy materials reviewed .

Investment Implications

• Alignment: Strong governance—clawback, anti‑hedging/pledging, multi‑year vesting, and stock ownership/retention requirements—supports executive‑shareholder alignment and may temper insider selling pressure, particularly for EVPs subject to ownership guidelines .
• Retention: Suss’s tenure since 2012 and scope leading HR, Facilities, and ESG suggest stability; absence of disclosed severance/change‑of‑control terms for him increases opacity but not necessarily risk, given enterprise‑wide policies and culture .
• Performance linkage: Incentive metrics emphasize ROE, growth, and business‑line profitability; TSR improved in 2024 while net income declined, indicating mixed fundamentals—investors should monitor metric targets/payouts for continued pay‑for‑performance rigor .
• Dilution: Proposed equity plan share increase lifts overhang to 9.58% with a modest burn rate, balancing talent retention with dilution; monitor grant pacing and executive awards, including to EVPs, for dilution discipline .

Note: Revenue figures for context below were retrieved from S&P Global.

Additional Financial Context

• Values retrieved from S&P Global.