Jacob Dalaya
About Jacob Dalaya
Jacob “Jake” Dalaya, age 34, was appointed Executive Vice President and Chief Financial Officer of Capital Bancorp, Inc. and Capital Bank, N.A., effective November 13, 2025. He joined Capital Bank in October 2023 as Chief Strategy Officer, where he led strategic and financial planning and oversaw the acquisition of Integrated Financial Holdings (IFH). He previously served as a Managing Director at Webster Financial (and earlier leadership roles at Sterling Bancorp), was a Vice President in investment banking at Keefe, Bruyette & Woods, and held earlier roles in J.P. Morgan’s Financial Institutions Group; he holds a Bachelor’s in Economics from New York University . For company performance context, Capital Bancorp reported $3.4B in assets as of September 30, 2025 , and disclosed the following TSR and net income history:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Stockholder Return (Value of $100) | 91 | 95 | 113 |
| Net Income ($) | 41,804,000 | 35,871,000 | 30,972,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital Bancorp/Capital Bank | EVP, Chief Financial Officer | Nov 2025–present | Executive finance leadership for bank and holding company . |
| Capital Bancorp/Capital Bank | EVP, Chief Strategy Officer | Oct 2023–Nov 2025 | Led strategic/financial planning; oversaw IFH acquisition . |
| Webster Financial Corporation | Managing Director | 2022–2023 | Drove transformative/strategic initiatives post-Sterling combination . |
| Sterling Bancorp | Leadership roles | Not disclosed | Strategic initiatives in banking (pre-Webster) . |
| Keefe, Bruyette & Woods | Vice President, Investment Banking | 2020–2022 | Led execution of bank M&A and capital raising . |
| J.P. Morgan Securities | Investment Banking, FIG | Not disclosed | Advised banks, specialty finance, fintech on M&A and financings . |
External Roles
No public company directorships or external board roles were disclosed for Mr. Dalaya in the 2025 proxy or appointment filings .
Fixed Compensation
| Component | Value/Term | Notes |
|---|---|---|
| Base Salary | $400,000 annually | Subject to annual review for possible increase, not decrease . |
| Term | Through Dec 31, 2028 (initial term) | Employment Agreement effective Nov 14, 2025; automatic 1-year renewals unless 6-month non-renewal notice . |
| Notice (Voluntary Resignation) | ≥60 days or upon filing of next 10-Q, whichever is greater | Employee notice requirement . |
Performance Compensation
- Annual Incentive (Short-Term):
- Opportunity: Up to 80% of base salary .
- Payout mix: 75% cash, 25% RSUs (RSUs subject to transfer restrictions and 3-year vesting) .
- Metrics: Set and reviewed annually by the Board/Compensation Committee (not yet specified for CFO in appointment 8-K) .
| Incentive Element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (CFO) | Not disclosed | Up to 80% of base | Not disclosed | 75% cash / 25% RSUs | RSUs vest over 3 years |
- Long-Term Equity (Annual Stock Award):
- Target: Up to 30% of base salary; allocated 50% stock options and 50% RSUs .
- Vesting: Options vest in four equal annual installments; RSUs vest in three equal annual installments; vesting begins on first anniversary of grant .
| LTI Vehicle | Target Allocation | Grant Basis | Vesting | Start of Vest |
|---|---|---|---|---|
| Stock Options | 15% of base (50% of LTI) | Discretionary annual grant | 4 equal annual installments | First anniversary of grant |
| RSUs | 15% of base (50% of LTI) | Discretionary annual grant | 3 equal annual installments | First anniversary of grant |
Notes:
- Mr. Dalaya will also continue participation in the Bank’s Non-Qualified Deferred Compensation Plan (NQDCP) . The NQDCP credits are discretionary, vest after 10 years of service, and distribute in ten annual installments upon termination; balances accrue at the 10-year Treasury rate; subject to vesting/forfeiture terms .
Equity Ownership & Alignment
- Stock Ownership Guidelines:
- CFO requirement: Maintain ownership equal to at least 3x base salary; 5 years to comply .
- Retention: Must hold 100% of net after-tax shares until the guideline is met; thereafter, hold 50% of net after-tax shares for 36 months (or until retirement, if earlier) .
- Counting rules: Includes direct/family/retirement holdings, vested RS/RSUs, and in-the-money value of vested-but-unexercised options; excludes unvested performance RS/RSUs and nonvested options; pledged/margined shares do not count .
- Hedging/Pledging Prohibitions:
- Prohibits short sales, hedging (options, collars, swaps), and pledging/margining of Company stock (grandfathered exceptions exist for others; none disclosed for Mr. Dalaya) .
- Trading Controls:
- Quarterly blackout and event-specific restrictions; pre-clearance required for officers and directors under Insider Trading Policy .
- Beneficial Ownership:
- The 2025 proxy disclosed beneficial ownership for directors and NEOs but did not provide an individual line for Mr. Dalaya; his holdings were not separately disclosed as of the March 24, 2025 record date .
Employment Terms
| Term/Provision | Detail |
|---|---|
| Effective Date | November 14, 2025 (agreement date); CFO effective November 13, 2025 . |
| Initial Term; Renewal | Through December 31, 2028; auto-renews for one-year terms unless a party gives 6 months’ notice of non-renewal . |
| Reporting & Duties | CFO of the Bank and Holding Company; responsible for all financial/accounting operations and GAAP, tax, and regulatory compliance . |
| Severance (CIC-related) | If terminated without cause or resigns for good reason within one year following a change in control: lump-sum equal to 24 months’ base salary + cash portion of one year’s target annual incentive + 24 months of health insurance premiums (at current premium for current elected coverage); also acceleration of outstanding equity and payment of any earned but unpaid prior-year incentive, subject to a release and ongoing post-termination obligations . |
| Other Severance Triggers | The agreement references severance eligibility for termination without cause or resignation for good reason and for termination as a result of change in control, as defined; specific non-CIC amounts not quantified in the 8-K summary . |
| 280G Cutback | Payments in excess of 280G “excess parachute” thresholds are subject to cutback per agreement . |
| Clawback | Subject to Company Incentive Compensation Recovery Policy compliant with SEC Rule 10D-1 and Nasdaq; 3-year lookback for restatements . |
| Confidentiality/Non-Solicit | Agreement includes confidentiality and non-solicitation provisions . |
| Indemnification | D&O insurance coverage; indemnification to fullest extent permitted by law (excluding gross negligence/willful misconduct) . |
| Deferred Compensation | Continues participation in the Bank’s Non-Qualified Deferred Compensation Plan . |
| Voluntary Resignation Notice | At least 60 days, or upon filing of the Bank’s next 10-Q, whichever is greater . |
Performance & Track Record
- Strategic execution:
- Led oversight of the IFH (Integrated Financial Holdings) acquisition while serving as Chief Strategy Officer, supporting Capital Bank’s diversification and growth strategy .
- Company performance benchmarks:
- Reported net income of $30.97M (2024), $35.87M (2023), $41.80M (2022) and TSR value of $113 (2024), $95 (2023), $91 (2022) on a $100 baseline, as disclosed in Pay vs. Performance .
- Assets of $3.4B as of September 30, 2025 .
- Governance clean file for appointment:
- No arrangements/understandings for selection; no family relationships; no material related-party interests disclosed for Mr. Dalaya’s appointment .
Investment Implications
- Pay-for-performance and alignment: The CFO package is highly performance- and equity-tilted (80% target bonus; additional annual equity up to 30% of base), with multi-year vesting and RSU deferral, which aligns incentives but creates rolling vesting supply over 3–4 years . Ownership guidelines (3x salary in 5 years) plus strict hedging/pledging prohibitions and retention requirements further align insider/shareholder interests and temper near-term selling pressure from vesting RSUs .
- Retention and transition risk: A multi-year term through 2028 with CIC severance protections (24 months salary, target cash bonus component, and healthcare) reduces retention risk during strategic transitions or M&A, though 280G cutbacks limit excessive parachutes .
- Equity overhang context: Company is seeking additional shares under the 2017 Plan; if approved, overhang would rise to ~9.58%, signaling continued reliance on equity for incentives across the organization, including the CFO, which can be modestly dilutive but supports talent retention and alignment .
- Execution focus: Dalaya’s M&A and capital markets background (KBW/JPM, Webster/Sterling) and his leadership of the IFH acquisition indicate a focus on inorganic and strategic growth. Monitoring future disclosures on CFO incentive metrics and any Form 4 equity grants/adoptions will be key to assessing performance levers and potential trading windows .