JJ Kaye
About JJ Kaye
JJ Kaye, age 40, is Executive Vice President and Chief Marketing Officer of Capital Bank, N.A., having joined in November 2022. He has 15+ years leading strategy and creative across brand, acquisition, and product innovation; prior roles include Director of Innovation and Partner at Meaningful Works (2019–2022), and founder of High Pressure Zone. He holds a BFA in Design Media Arts from UCLA . For context, company TSR for a $100 investment improved from $91 (2022) to $113 (2024), while net income moved from $41.8m (2022) to $30.97m (2024) .
| Company Performance | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Stockholder Return ($ per initial $100) | $91 | $95 | $113 |
| Net Income ($USD) | $41,804,000 | $35,871,000 | $30,972,000 |
| Revenues ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Capital Bancorp, Inc. | $29,372,000* | $24,975,000 | $34,030,000 |
| Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Meaningful Works | Director of Innovation; Partner | 2019–2022 | Led cross-disciplinary teams, developed digital lines of business, account development |
| High Pressure Zone | Founder | Not disclosed | Built and launched customer-centric products and brands with industry partners |
External Roles
No external public company directorships or committee roles disclosed for JJ Kaye in the proxy .
Fixed Compensation
| Component | 2024 Disclosure for JJ Kaye | Notes |
|---|---|---|
| Base salary | Not disclosed | JJ Kaye is not a Named Executive Officer (NEO) in 2024; proxy details NEOs only (Barry, Poynot, Dicker) . |
| Target bonus % | Not disclosed | Annual executive bonuses determined via performance metrics; specifics provided for NEOs . |
| Actual bonus paid | Not disclosed | NEO payouts disclosed; Kaye-specific payout not provided . |
| Perquisites | Not disclosed | Company-wide perquisites include limited allowances; NEO details shown; Kaye-specific not provided . |
Performance Compensation
Company framework for executive annual incentives in 2024 (Kaye’s specific metrics not disclosed; below reflects the program design used for NEOs):
| Metric (Quantitative) | Weighting (CEO example) | Outcome vs Target | Payout Mechanics | Vesting |
|---|---|---|---|---|
| Return on Equity | Part of 60% quantitative | Missed | CEO bonus totaling $675,000, paid 50% cash and 50% restricted stock | RSU portion vests in three equal annual installments (over 3 years) |
| Core Deposit Growth | Part of 60% quantitative | Met/Exceeded | As above | As above |
| Net Loan Growth | Part of 60% quantitative | Met/Exceeded | As above | As above |
| CBHL (Mortgage) Profitability | Part of 60% quantitative | Met/Exceeded | As above | As above |
| OpenSky™ Profitability | Part of 60% quantitative | Missed | As above | As above |
| OpenSky™ Net Card Growth | Part of 60% quantitative | Met/Exceeded | As above | As above |
| Strategic Objectives (Qualitative) | 40% of CEO award | Scored 35.2% | Included in overall determination | As above |
Equity award architecture and vesting terms:
- Minimum vesting: employee participants typically 3–4 years; plan imposes at least 1-year minimum vesting with up to 5% shares permitted for fully vested stock awards .
- Options: granted at ≥ fair market value; typical options vest evenly over four years (NEO pattern) .
- RSUs: no voting/dividend rights during restriction; settle in cash or shares after vest; deferral features permitted under Section 409A .
- Clawback: Incentive Compensation Recovery Policy effective Nov 17, 2023; recovers excess incentive comp over prior three fiscal years in event of accounting restatement, irrespective of misconduct .
Equity Ownership & Alignment
| Item | Policy / Data | Implications |
|---|---|---|
| Stock ownership guidelines (EVPs & Section 16 execs) | Minimum ownership equal to 1× base salary; 5 years to achieve; must hold 100% of net after-tax shares until compliant, then 50% for 36 months; unvested awards don’t count; pledged/margin shares don’t count | Aligns pay with performance; extended retention reduces selling pressure. |
| Hedging/Pledging | Company prohibits short sales, hedging, margining/pledging, with narrow grandfather exceptions; pre-clearance and blackout windows enforced | Limits speculative trading; reduces alignment risk. |
| Individual beneficial ownership for JJ Kaye | Not specifically disclosed in 2025 proxy tables (directors and NEOs listed) | Lack of public ownership detail for Kaye; ownership guidelines still apply . |
| Group beneficial ownership | Directors, nominees and executive officers as a group (22 persons) own 5,303,780 shares, 31.59% of common stock | High insider ownership broadly supports alignment. |
Employment Terms
| Topic | Disclosure | Notes |
|---|---|---|
| Employment agreement for JJ Kaye | Not disclosed | Proxy outlines agreements for CEO Barry and Karl Dicker; none provided for Kaye . |
| Change-in-control treatment (equity plan) | Committee discretion to assume/substitute awards; may accelerate vesting, settle awards, or terminate after offering exercise; performance awards may vest pro rata or based on actual performance for shortened period | Standard market protections; potential accelerated vesting in certain scenarios. |
| Clawback policy | Adopted Nov 17, 2023; recovery of erroneously awarded incentive comp for restatements; no indemnification | Strengthens pay-for-performance integrity. |
| Insider trading controls | Quarterly blackouts, event-specific restrictions, pre-clearance required; prohibitions on hedging/pledging | Reduces trading risk and reputational issues. |
Investment Implications
- Alignment: As an EVP subject to stock ownership and retention guidelines and a strict insider trading policy, Kaye’s incentives are structurally aligned with shareholders even though his individual holdings are not disclosed .
- Vesting and pay rigor: 3–4 year vesting norms, RSU deferrals, and SEC-compliant clawbacks point to thoughtful risk controls that mitigate short-termism and enhance retention .
- Performance linkage: Executive payouts are tied to bank-level KPIs (ROE, core deposits, net loan growth, mortgage/OpenSky™ profitability, card growth) with observed vesting and pay mix features; Kaye’s marketing remit is strategically aligned with acquisition and product growth goals embedded in these metrics .
- Data gaps: Lack of Kaye-specific compensation, bonus, and ownership detail in the proxy limits precision on his pay-for-performance analysis and insider selling pressure; monitor future proxies and any Form 4 filings for grant sizes, vesting schedules, and trading behavior .
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