Jerome R. Bailey

About Jerome R. Bailey

Jerome R. Bailey (age 48) is an independent Class III director of Capital Bancorp, Inc. and has served on the Bank’s Board since 2013; he has been Vice-Chairman of the Bank’s Board since 2016. He is Managing Member of Bailey Real Estate Holdings, LLC (since 2004), has developed ~1,000,000 sq ft of multifamily projects in Washington, DC, and holds a BBA in Actuarial Science from Howard University . He serves on the Company’s Audit, Nominating & Corporate Governance, and Risk Committees; his Company director term currently runs through the 2026 annual meeting .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Bailey is an “independent director” under Nasdaq and SEC rules .
• Classification/term: Class III director; term expires at the 2026 annual meeting .
• Attendance/engagement: All directors attended the 2024 annual meeting; each incumbent director attended at least 75% of Board and committee meetings in 2024 .
• Executive sessions: Independent directors meet in executive session at least twice annually .
• S-8 authorization: Signed Form S-8 as Director on June 13, 2025 .

Fixed Compensation

Director cash retainer schedule (program structure for 2024):

• Company directors (other than Chairman): $500 monthly retainer; Audit and Compensation Committee members: $500 monthly; Nominating & Governance members: $250 monthly; ESG Committee members/Chair: $200 monthly; Risk Committee members: $400 monthly; Bank Risk Chair: $800 monthly; Company Chairman monthly retainer: $5,400; Audit/Comp/Nominating Chairs: $1,000 monthly .
• Bank Board meetings: $1,200 per meeting (non-Chairman); Bank Loan Committee members meeting participation retainer: $800 monthly if ≥60% participation; Loan Committee Chair: $2,400 monthly; Bank Audit & Compliance members: $400 monthly; Chair: $800 monthly; Bank Finance members: $400 monthly; Chair: $800 monthly .

Performance Compensation

Note: The proxy discloses annual equity grants for directors (stock awards and options) with grant-date fair values; it does not specify quantitative performance metrics tied to director compensation. Equity grant mechanics and valuation assumptions are referenced to Note 15 in the 2024 Annual Report .

Other Directorships & Interlocks

• No other public company directorships are disclosed for Bailey in the Company’s 2025 proxy; his primary external role is as Managing Member of Bailey Real Estate Holdings, LLC .

Expertise & Qualifications

• Real estate development/operator with DC market familiarity; operating experience aligned with typical customer base .
• Bank governance experience including credit and risk oversight (Loan Committee Chair; Asset/Liability, Finance, Risk committees) .
• Actuarial science academic background (Howard University) .

Equity Ownership

Stock ownership and retention guidelines (adopted July 21, 2023):

• Non-employee directors are expected to hold shares equal to at least $100,000; five-year period to achieve; 100% of net after-tax shares from grants must be held until compliance, then 50% of net after-tax shares for 36 months; shares held in margin accounts or pledged as collateral do not count toward the guideline .
• Nominating & Corporate Governance Committee monitors compliance .
• Bailey’s footnote does not disclose any pledged shares (contrast: another director disclosed pledge in their footnote), and pledged shares are excluded from guideline compliance .

Governance Assessment

• Independence and committee load: Bailey is affirmatively independent and sits on Audit, Nominating & Corporate Governance, and Risk—committees central to financial reporting, director selection/conflicts oversight, and enterprise risk. Attendance thresholds were met, and he attended the 2024 annual meeting, supporting engagement .
• Credit/risk expertise and potential conflicts: As Bank Loan Committee Chair and a real estate developer, monitoring related-party exposure is prudent. The Company discloses ordinary-course related-party banking relationships with directors/officers; as of Dec 31, 2024, group exposure totaled $28.6M with no nonaccrual/past-due/restructured/potential problem loans; these transactions are board-approved and on market terms, mitigating conflict risk .
• Ownership alignment: Beneficial ownership of 143,172 shares suggests meaningful skin-in-the-game; the Company’s $100,000 director ownership guideline and retention rules strengthen alignment. Bailey’s footnote shows direct/trust holdings and exercisable options, with no pledge disclosure in his entry (pledged shares do not count toward guidelines) .
• Director pay structure: Cash retainers are modest and committee-linked; equity grants (stock and options) provide at-risk exposure to share price. No director-specific performance metrics are disclosed, which is typical for non-employee directors; equity mix and retention policy serve as alignment mechanisms .
• Shareholder signals: 2025 say-on-pay (executive compensation) received 10,008,613 For vs. 417,318 Against; stock plan share increase passed with 6,747,630 For vs. 3,853,333 Against—supportive of management’s compensation framework and equity program .

Red flags to monitor

• Overlap of real estate operating interests and Loan Committee chairmanship: continue oversight via related-party transaction policy; disclose and approve any director-related lending per policy .
• Multi-committee workload: ensure sustained attendance and effectiveness across Audit and Risk (critical for a bank) .
• Equity and options: watch for any future repricing or modifications (none disclosed for directors) and any pledging or hedging activity (excluded from ownership compliance and would be a negative signal if present) .