James F. Whalen
About James F. Whalen
James F. Whalen (age 63) is Vice Chairman of Capital Bancorp, Inc. and Chairman of Capital Bank, N.A. He has served on both boards since 2001. Whalen is CEO and owner of Investment Properties, Inc., a commercial real estate development and asset-management firm based in Rockville, MD. He holds a B.S. in Finance from the University of South Carolina and brings deep real estate development and banking operating experience across the Washington, D.C. metro area .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Properties, Inc. | Chief Executive Officer & Owner | Since 1994 | Developed 1,000,000+ sq. ft. of office/industrial/multi-family; runs full-spectrum asset management |
| Capital Bancorp, Inc. | Director; Vice Chairman | Since 2001 | Company Executive Committee; Compensation Committee; Nominating & Corporate Governance Committee |
| Capital Bank, N.A. | Director; Chairman of the Board | Since 2001; Chairman since Jan 2015 | Bank Loan, Risk, and Executive Committees |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Investment Properties, Inc. | CEO & Owner | Private | Rockville branch premises leased from entity affiliated with Whalen (see Related Party section) |
No other public company directorships are disclosed for Whalen .
Board Governance
- Independence: The Board affirmatively determined Whalen is an independent director under Nasdaq rules .
- Committee assignments (Company): Compensation; Nominating & Corporate Governance; Executive .
- Leadership: Vice Chairman of Company Board; Chairman of Bank Board; CEO leads management (separation of Chair and CEO roles) .
- Attendance: In FY2024, each incumbent director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least twice annually .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Company Director Fees – Cash ($) | $87,000 | $87,000 |
| Stock Awards – Grant Date Fair Value ($) | $40,000 | $38,067 |
| Option Awards – Grant Date Fair Value ($) | $39,555 | $46,728 |
| Total Company Director Compensation ($) | $166,555 | $171,795 |
Compensation structure details:
- Equity grants to directors on January 1, 2024 at $24.20 per share; option grant fair value $10.62; options priced at market per plan terms .
- Company-level retainers (2024): $500 monthly for directors; $500 monthly for Audit and Compensation members; $250 monthly for Nominating; $200 monthly for ESG members; $1,000 monthly for committee chairs; Company Chairman received $5,000 monthly (2024) / $5,400 monthly (2025) .
- Bank-level fees (2024): Directors (other than Bank Chair) $1,200 per board meeting in 2024; Bank Chair received $5,400 monthly retainer .
Performance Compensation
| Component | Disclosure | Notes |
|---|---|---|
| Director performance metrics | Not disclosed for non-employee directors | Director pay comprises cash retainers, time-based equity and options under the 2017 Plan; options granted at fair market value; repricing prohibited without shareholder approval . |
Company-wide governance controls affecting incentives:
- Clawback policy (Rule 10D-1/Nasdaq): Applies to executive officer incentive compensation upon accounting restatement; recovery over prior 3 fiscal years; no indemnification .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Public company boards | None disclosed for Whalen |
| Private/affiliated entities | CEO/Owner of Investment Properties, Inc.; related-party lease with the Bank (see below) |
| Compensation Committee Interlocks | Compensation Committee members (Bernstein, Schwartz, Whalen) had no relationships requiring Item 404 disclosure; none served on other entities’ comp committees with cross-directors in 2024 . |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Real estate development and asset management | Led development of 1,000,000+ sq. ft.; operates asset-management services |
| Financial services governance | Long-serving board member; Bank committee work (Loan, Risk, Executive) |
| Market familiarity | Washington, D.C. metro focus aligns with bank’s key markets |
| Education | B.S. in Finance, University of South Carolina |
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total beneficially owned shares | 976,147 | 980,058 |
| Percent of shares outstanding | 6.92% | 5.82% |
| Breakdown – Millennium Trust FBO James Whalen | 58,400 | 58,400 |
| Breakdown – James F. Whalen Revocable Trust | 614,754 | 668,554 |
| Breakdown – Whalen Family, LLC | 240,409 | 240,409 |
| Breakdown – NMW Investments, LLC | 2,821 | 2,821 |
| Breakdown – KAW Investments, LLC | 2,821 | 2,821 |
| Options exercisable within 60 days of Record Date | 12,997 | 6,158 |
| Unvested equity excluded | 9,638 options/RSUs excluded | 10,808 options/RSUs excluded |
Ownership alignment and guidelines:
- Non-employee directors must hold shares equal to at least $100,000; 5-year compliance window; retention requirements apply; shares held in margin or pledged do not count .
- Insider Trading Policy prohibits hedging/short sales and pledging, with limited grandfathered exception noted for a different director (Browning) .
Related Party Transactions (Conflict Review)
| Transaction | Terms | Amounts | Governance/Controls |
|---|---|---|---|
| Rockville, MD branch lease with entity affiliated to Whalen (Investment Properties, Inc.) | Lease of branch premises; terms represented as comparable to third-party | $84,612 (2023); $84,034 (2024 expected); $81,750 (2022); $83,436 expected in 2025 | Audit Committee oversees related-party approvals under policy; transactions must be arm’s-length and within regulatory rules (Sections 23A/23B, Reg O) |
Aggregate related party exposures (context):
- As of Dec 31, 2024: Officers/directors/families/affiliates had $28.6 million total exposure and $92.0 million in deposits; no related-party loans categorized as nonaccrual/past due/restructured/potential problem .
Governance Assessment
- Alignment: Significant personal ownership (≈5.8% in 2025) suggests strong skin-in-the-game, exceeding director ownership guideline minimums .
- Roles/Influence: As Vice Chairman and Compensation Committee member, Whalen participates in executive pay decisions overseen by an independent consultant; committee independence affirmed .
- Engagement: Attendance thresholds met across Board/committee work; independent director executive sessions held at least twice per year .
- RED FLAGS: Related-party lease with Whalen-affiliated entity represents a conflict risk, though amounts are modest and subject to Audit Committee policy and arm’s-length assertions; continued monitoring warranted . Company maintains a classified board and supermajority provisions amid high insider ownership (~32% collectively), which some investors view as entrenchment risk, though the Board provides its rationale and reviews periodically .
- Policies: Robust insider trading restrictions (no hedging/pledging), director ownership/retention guidelines, and executive clawback policy strengthen governance controls .