Fred J. Lewis
About Fred J. Lewis
Fred J. Lewis, 59, has served on Capital Bancorp, Inc.’s Board since February 2023 and on the Bank’s Board since 2018. He is the founder and managing partner of Dominion Financial Services and the affiliated Dominion Group, providing strategic oversight across operations and fundraising; he is a graduate of The George Washington University. The Board classifies him as an independent director; he is a Class I director with a term expiring at the 2027 annual meeting. His board qualifications emphasize extensive real estate, commerce, and financing experience, with familiarity and prior experience with the Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominion Financial Services; Dominion Group companies (Dominion Properties; Dominion Financial Services; Dominion Management; Dominion is Insurance) | Founder and Managing Partner; strategic oversight of operations and fundraising | Ongoing (prior to and during CBNK directorship) | Operates fix-and-flip renovation in MD; private lender in 49 states; property management in MD; captive insurer for group risks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | The 2025 proxy does not disclose other public company directorships for Mr. Lewis. |
Board Governance
- Committee assignments: Nominating & Corporate Governance; Environmental, Social and Governance; Risk (Chair).
- Independence: Board affirms Lewis is an “independent director” under Nasdaq rules.
- Board structure and term: Board size 12; classified board with staggered three-year terms; Lewis is Class I (term ends 2027).
- Attendance: In 2024, each incumbent director attended at least 75% of the aggregate of Board and committee meetings; Board met five times in 2024.
- Executive sessions: Independent directors meet in executive sessions at least twice annually.
- Skills matrix: Indicates experience for Lewis in Financial Services, Market Familiarity, and Real Estate.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 54,000 | Comprised of Board/committee retainers and Bank board/committee meeting fees per program below. |
Director cash fee program (2024):
- Company director monthly retainer: $500; Audit and Compensation committee members: $500 monthly; Nominating & Governance members: $250 monthly; ESG members and Chair: $200 monthly; Risk Committee members: $400 monthly; Chair of the Bank’s Risk Committee: $800 monthly; Bank Board meetings: $1,200 per meeting (non-chair); Chairs of Company Audit/Comp/N&G: $1,000 monthly; Company Chair retainer: $5,400 monthly.
Performance Compensation
| Year | Stock Awards ($, grant-date fair value) | Option Awards ($, grant-date fair value) | Grant Details |
|---|---|---|---|
| 2024 | 29,403 | 36,108 | Stock award granted Jan 1, 2024 at $24.20 per share; options granted Jan 1, 2024 at $10.62 grant-date fair value per option (FASB ASC 718). Counts not disclosed. |
- Equity plan and clawback: Equity awards to directors are under the Restated Equity Incentive Plan; all awards are subject to the Company’s clawback policy. Minimum vesting schedules described for employee participants; no director-specific performance metrics are disclosed (non-employee director equity is service-based).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Lewis. |
| Potential interlocks/conflicts | The Nominating & Corporate Governance Committee evaluates conflicts and independence for director nominees and incumbents; no specific Lewis-related conflicts disclosed. |
Expertise & Qualifications
- Founder/operator with extensive real estate and lending experience; strategic oversight of multi-entity platform (renovation, private lending in 49 states, property management, captive insurance).
- Board skills matrix flags strengths in Financial Services, Market Familiarity, and Real Estate.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Detail |
|---|---|---|---|
| Fred J. Lewis | 51,868 | * (<1%) | Includes 16,672 shares held by Dominion Insurance, Inc. (Mr. Lewis is a managing partner); includes 7,636 options currently exercisable or exercisable within 60 days of Mar 24, 2025; excludes 10,330 options/restricted stock subject to vesting. |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors expected to hold at least $100,000 in stock; 5-year compliance period from when subject to guidelines (adopted July 21, 2023); must hold 100% of net after-tax shares until compliant, then 50% for 36 months thereafter. Shares in margin/pledged accounts do not count toward guidelines.
- Hedging/pledging: Hedging and pledging generally prohibited; grandfathered exception noted for another director (Browning). No pledging disclosure for Mr. Lewis.
Governance Assessment
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Strengths
- Independent Risk Committee Chair with direct lending and real estate operating background—relevant for credit risk oversight.
- Meets independence criteria; Board reports at least 75% attendance for all incumbents in 2024; independent executive sessions held at least twice annually.
- Receives a balanced director pay mix (cash + equity), aligning with shareholder interests; equity awards subject to clawback.
- Ownership and retention guidelines for directors enhance alignment; hedging and pledging restrictions reduce misalignment risk.
-
Watch items
- Related-party exposure in the ordinary course is monitored at the committee level; as of Dec 31, 2024, insiders (directors/officers/families/affiliates) had $28.6M total loan exposure and $92.0M deposits with no criticized classifications; no Lewis-specific transactions identified in the proxy—continue to monitor for any Dominion-affiliated transactions.
- Director fee program includes multiple committee and Bank-level fees; ensure total compensation remains commensurate with workload and not overly reliant on option awards if governance preferences shift toward full-value equity for non-employee directors.
No red flags identified specific to Mr. Lewis regarding attendance, independence, pledging, or disclosed related-party transactions in the 2025 proxy. Ongoing monitoring recommended for any transactions involving Dominion-affiliated entities under the Company’s related-party policy.