Gary Kausmeyer
About Gary Kausmeyer
Gary Kausmeyer is Executive Vice President and Chief Risk/Compliance Officer of Capital Bank, N.A., having joined in February 2020. He has nearly 20 years of risk management experience across appraisal review, BSA/AML compliance, ERM, information security, internal audit, loan review, regulatory compliance, fraud investigations, and vendor risk, and previously held CRO and Deputy CRO roles at multiple community banks; he is a CPA, CAMS, CRISC, and a Certified Sarbanes‑Oxley Expert, with an MAcc (Belmont), BBA (University of Miami), and Stonier Diploma with Wharton Leadership Certificate (ABA Stonier) . He is 44 years old as of the 2025 proxy . During his tenure, company-reported total shareholder return (SEC “Pay vs Performance” TSR index) improved from 91 (2022) to 95 (2023) to 113 (2024), while net income was $41.804m (2022), $35.871m (2023), and $30.972m (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Independent consulting | Risk management advisor | Pre‑2020 | Advised clients on risk management, drawing on enterprise risk, compliance, and audit expertise |
| Banc of California, N.A. | SVP, Deputy Chief Risk Officer | Since June 2011 (pre‑2020) | Second‑line risk leadership at a publicly traded bank |
| Los Alamos National Bank | EVP, Chief Risk Officer | Since June 2011 (pre‑2020) | Enterprise CRO leadership at a community bank |
| First Place Bank | EVP, Chief Risk Officer | Since June 2011 (pre‑2020) | Enterprise CRO leadership at a community bank |
| Public accounting firm | Assurance Services | Prior to banking | Audit/assurance foundation supporting controls and governance rigor |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in company filings | — | — | No external public company directorships or board roles disclosed for Kausmeyer |
Fixed Compensation
| Element | Detail | Notes |
|---|---|---|
| Base salary | Not disclosed for Kausmeyer | Base salaries for executives are reviewed annually by the Compensation Committee using market data and may be adjusted as part of the performance review process |
| Target annual bonus | Not disclosed for Kausmeyer | 2024 NEO targets illustrate incentive design ranges (CEO 120% of salary; business line leaders 45–90% of salary), determined against company and individual goals; these show the structure likely applied across senior executives even if individual percentages are not disclosed for Kausmeyer |
| Perquisites | Limited | Company provides limited perquisites (e.g., automobile and transportation allowances) as part of a competitive package; details in 2024 for NEOs evidence practice |
| Deferred compensation | Plan exists for select executives | Bank’s Nonqualified Deferred Compensation Plan (adopted 2021) provides discretionary credits vesting after 10 years; 2024 credits disclosed for NEOs (illustrative of program) |
| Clawback policy | In force | Incentive Compensation Recovery Policy effective Nov 17, 2023 requires recovery of erroneously awarded incentive comp over the prior 3 fiscal years upon a required accounting restatement, compliant with SEC/Nasdaq Rule 10D‑1 |
Performance Compensation
| Metric | Weighting (CEO framework) | 2024 outcome (company assessment) | Payout mechanics/vesting |
|---|---|---|---|
| Return on equity (ROE) | Part of 60% quantitative bucket | Missed ROE target | CEO 2024 bonus $675,000 paid 50% cash/50% restricted stock; RSUs vest in equal annual installments over 3 years |
| Core deposit growth | Part of 60% quantitative bucket | Met or exceeded target | As above |
| Net loan growth | Part of 60% quantitative bucket | Met or exceeded target | As above |
| Capital Bank Home Loans (CBHL) profitability | Part of 60% quantitative bucket | Met or exceeded target | As above |
| OpenSky profitability | Part of 60% quantitative bucket | Missed target | As above |
| OpenSky net card growth | Part of 60% quantitative bucket | Included in assessment (growth tracked) | As above |
| Qualitative strategic objectives | 40% | CEO qualitative score 35.2% | As above |
| Examples of non‑CEO payouts (illustrative of design) | — | 2024: Poynot paid 37.5% of salary ($150,000); Dicker paid 62.7% of salary ($244,522) based on quantitative and qualitative goal attainment | Payouts in cash and, where applicable, equity; RSUs vest in 3 installments (for CEO equity portion) |
Note: While Kausmeyer’s individual targets and payouts are not disclosed, the company’s executive incentive framework emphasizes quantitative operating/financial metrics and strategic execution, with equity‑linked vesting that extends realization over multiple years .
Equity Ownership & Alignment
| Item | Company policy/practice | Kausmeyer‑specific disclosure |
|---|---|---|
| Stock ownership guidelines | EVPs and other Section 16 reporting executive officers must hold company stock equal to at least 1x base salary; 5‑year compliance window; 100% of net after‑tax acquired shares must be held until guideline is met, then 50% for 36 months thereafter for new grants post‑July 21, 2023 | Individual compliance status not disclosed |
| Retention and counting rules | Includes direct, family, retirement plan shares, vested RS/RSUs, and in‑the‑money value of vested but unexercised options; excludes unvested performance-based awards; shares held on margin or pledged do not count toward guidelines | Not individually disclosed |
| Hedging/pledging | Insider Trading Policy prohibits short sales, hedging, and pledging/margining of company stock (grandfather exception applies solely to a historical pledge by Mr. Browning); trading blackouts and pre‑clearance apply to insiders | No pledges or hedges disclosed for Kausmeyer |
| Beneficial ownership | Aggregate insider ownership: directors and executive officers as a group (22 persons) owned 5,303,780 shares (31.59%) as of March 24, 2025 | Individual share count for Kausmeyer not separately disclosed in the proxy (table lists directors and NEOs) |
| Vesting norms | Options generally vest evenly over 4 years; most stock awards vest in 3 equal annual installments; minimum vesting 3–4 years with majority of awards to executives performance‑based | Individual grant schedules not disclosed |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | No individual employment agreement for Kausmeyer is disclosed in the 2025 proxy or recent 8‑Ks; executive‑level employment agreements are disclosed for certain other officers (e.g., CEO, President/COO, CFO), but none was found for Kausmeyer |
| Severance/change‑in‑control | Not disclosed for Kausmeyer; at the plan level, the equity plan permits the Compensation Committee to accelerate vesting or settle/substitute awards upon a change in control; the plan prohibits repricing without shareholder approval |
| Non‑compete/non‑solicit | Not disclosed for Kausmeyer; confidentiality and non‑solicit provisions are included in some executive agreements (e.g., CFO agreement, illustrative of framework) |
| Insider trading controls | Quarterly blackout periods, pre‑clearance for Section 16 insiders, and prohibitions on hedging/pledging; policy emphasizes compliance and personal accountability |
| Clawback | Company‑wide clawback policy (SEC/Nasdaq compliant) applies to executive officers |
| Section 16(a) compliance | 2024 late Form 4 filings were disclosed for certain executives/directors (Dicker, Lindarev, Poynot, Director Lewis); no delinquency noted for Kausmeyer |
Additional Company Context Relevant to Compensation and Equity Supply
| Topic | Data |
|---|---|
| Equity plan capacity and overhang | As of March 24, 2025: 837,137 granted but unexercised/unvested; 238,524 available to grant; proposed +520,000 share replenishment would raise basic overhang from 6.46% to 9.58% (WACS 16,657,060) |
| Burn rate (ISS VABR) | 3‑year average VABR 0.75%; 2024 VABR 1.40% (Total granted awards 399,658) |
Performance & Track Record (Company indicators during tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return index (start = 100 at 12/31/2021) | 91 | 95 | 113 |
| Net Income ($) | 41,804,000 | 35,871,000 | 30,972,000 |
Related Party Transactions and Governance Red Flags
- No related party transactions involving Kausmeyer are disclosed; all related‑party arrangements are reviewed under a written policy administered by the Audit Committee and must be on arm’s‑length terms .
- Hedging and pledging are prohibited by policy (with a single grandfathered pledge by another executive), reducing alignment risks; insider trading controls include pre‑clearance and blackout periods .
- The company adopted an SEC/Nasdaq‑compliant clawback policy effective Nov 17, 2023 .
Investment Implications
- Alignment: Ownership guidelines for EVPs (1x salary), long minimum vesting (3–4 years), prohibited hedging/pledging, and a mandatory clawback create stronger pay‑performance alignment and reduce near‑term selling pressure from large, immediately vesting grants .
- Retention: No individually disclosed employment agreement or severance/change‑in‑control terms for Kausmeyer reduces visibility on contractual retention economics; equity vesting and ownership/retention requirements still provide multi‑year retention hooks .
- Pay‑for‑performance: 2024 incentive outcomes show discipline—misses on ROE and OpenSky profitability reduced payouts, while other targets were met/exceeded; CEO award split between cash and 3‑year RSUs further ties value to sustained results .
- Trading signals/supply: Without Form 4 detail for Kausmeyer, there’s no disclosed insider selling pressure; at the program level, proposed equity share replenishment lifts basic overhang to 9.58%, a dilutive tailwind to monitor across vesting calendars for senior executives .
Contact note: Investor relations correspondence in the proxy is directed “Attention: Mr. Gary Kausmeyer,” underscoring his central role in governance and compliance processes .