Joshua B. Bernstein
About Joshua B. Bernstein
Independent Class I director (age 61), serving on Capital Bancorp, Inc.’s board since 2012 and previously on the Bank’s board from 2007–2012. CEO of Bernstein Management Corporation since 2005, overseeing 90 properties with 5,500 apartments and over 4 million sq ft of commercial space in the Washington, D.C. area; education includes BA in Economics (Tufts, magna cum laude), general course at LSE, and MBA from Harvard Business School . Term expires at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bernstein Management Corporation | Chief Executive Officer | Since 2005 | Leads investment/development affiliates managing large DC-area real estate portfolio |
| Meyer Foundation | Past Board Chair | Not disclosed | Community leadership; governance experience |
| Sidwell Friends School | Past Board Chair | Not disclosed | Governance experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Truist Bank (Washington Board) | Director | Current | External bank board role; potential competitive interlock consideration |
| Federal City Council | Executive Committee Member | Current | Regional civic/business leadership |
| Diane and Norman Bernstein Charitable Family Foundation | President | Current | Philanthropy leadership |
Board Governance
- Classification and independence: Class I director; Board determined Bernstein is “independent” under Nasdaq rules .
- Committee assignments and chair roles:
- Compensation Committee – Chair
- Environmental, Social & Governance (ESG) Committee – Chair
- Nominating & Corporate Governance Committee – Member
- Executive Committee – Member
- Board/committee activity and attendance:
- 2024 Board held 5 meetings; every incumbent director attended ≥75% of Board and committee meetings; independent directors meet in executive sessions at least twice annually .
- 2024 committee meetings: Audit (4), Compensation (7), Nominating (2), Executive (0), ESG (7), Risk (9) .
- Director skills matrix indicates Bernstein contributes Corporate Governance, Strategic Planning/M&A, Public Company Oversight, Financial Services, Market Familiarity, and Real Estate expertise .
- Stock ownership/retention guidelines: non-employee directors expected to hold ≥$100,000 in CBNK stock (Audit Chair excluded); five-year compliance window; strict hedging/short sale prohibitions; pledging generally prohibited (with grandfathered pledge for Mr. Browning only) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 23,800 | Company director cash retainers: Board $500/month; Audit & Compensation Committee $500/month; Nominating & Governance $250/month; ESG members/chair $200/month; Bank board $800/meeting; various Bank committee retainers (Loan, Audit & Compliance, Finance, ALCO, Risk, Strategic Innovations, Special Assets) per schedule |
| 2024 | 24,600 | Company director cash retainers: Board $500/month; Audit & Compensation Committee $500/month; Nominating & Governance $250/month; ESG members/chair $200/month; Risk Committee $400/month (Bank Risk Chair $800/month); Bank board $1,200/meeting; various Bank committee retainers per updated schedule |
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Grant Details |
|---|---|---|---|
| 2023 | 32,000 | 31,644 | Stock granted Jan 1, 2023 at $23.54 per share; option grant fair value $11.35 under ASC 718 |
| 2024 | 29,403 | 36,108 | Stock granted Jan 1, 2024 at $24.20 per share; option grant fair value $10.62 under ASC 718 |
- Director equity is time-based; no director-specific performance metrics disclosed for equity grants (ASC 718 valuation; grant and vesting per plan) .
- Equity plan governance: 2017 Stock & Incentive Compensation Plan prohibits option/SAR repricing without shareholder approval; change-in-control provisions governed by committee discretion; plan terminates Aug 29, 2027 .
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Truist Bank (Washington Board) | Director | External bank role at a large regional competitor; conflicts evaluated by Nominating & Corporate Governance Committee per policy |
Expertise & Qualifications
- Real estate operations and development; runs operating businesses similar to CBNK’s typical customers; strong DC market familiarity .
- Board skills matrix: Corporate Governance, Strategic Planning/M&A, Public Company Oversight, Financial Services, Market Familiarity, Real Estate .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 410,781 | 871,428 |
| Ownership (% of class) | 2.91% | 5.17% |
| Options Exercisable within 60 days | 4,510 | 4,869 |
| Unvested Options/RSUs (excluded) | 7,552 (options) | 9,586 (options and restricted stock awards) |
| Notable holdings/entities | Bernstein Fund LLC (303,200 shares; 16.7% owned); SandBern Ventures LLC (154,400 shares; 66.67% owned); estate holdings where he is executor (324,000 shares) | Bernstein Fund LLC (303,200); SandBern Ventures LLC (154,400); father’s estate (324,000) |
| Pledged/Hedged shares | None disclosed for Bernstein; pledging prohibited (with grandfathered exception for Mr. Browning only) |
Governance Assessment
- Strengths
- Independent director with deep market and operating expertise; chairs Compensation and ESG—key levers for pay discipline and sustainability oversight .
- High ownership alignment: 871,428 shares (5.17%); options exercisable; unvested awards excluded—indicates material skin-in-the-game; group insider ownership of directors/officers is 31.59% (22 persons) .
- Attendance and engagement: ≥75% attendance in 2024; multiple committee leadership roles; ESG and risk oversight integrated at Board level .
- Shareholder support: 2025 Say-on-Pay passed (For 10,008,613; Against 417,318; Abstain 181,708); auditor ratification strong (For 13,438,059; Against 88,078; Abstain 4,779) .
- Watch items / potential conflicts
- External role on Truist’s Washington Board implies a competitive interlock; CBNK’s Nominating & Corporate Governance Committee monitors conflicts and independence, but investors may scrutinize any bank-to-bank overlaps .
- Related party banking: directors/officers and affiliates had $28.6 million in loan exposure and $92.0 million in deposits as of Dec 31, 2024; all on market terms with Board/Audit Committee oversight (no problem loans) .
- Equity plan share increase approval margin narrower than other proposals (For 6,747,630; Against 3,853,333; Abstain 6,676), suggesting investor attention to dilution/overhang; ISS-methodology overhang projected to ~9.58% post-increase .
Overall signal: Bernstein’s independent status, significant share ownership, and leadership of Compensation/ESG support investor confidence; monitor competitive interlocks and ongoing calibration of equity plan usage/dilution.
Appendix – Director Compensation Summary
| Year | Total ($) |
|---|---|
| 2023 | 87,444 |
| 2024 | 90,111 |
Policies and Controls (relevant highlights)
- Insider Trading Policy: prohibits short sales, derivatives/hedging, and pledging/margining of Company stock; grandfathered pledge applies only to Mr. Browning .
- Stock Ownership Guidelines: $100,000 minimum for non-employee directors (Audit Chair excluded); 5-year compliance window; 100% hold of net shares until met, then 50% for 36 months .
- Compensation Committee structure and independence: Bernstein (Chair), Whalen, Schwartz—each independent; use of independent consultant (ChaseCompGroup LLC) with annual independence assessment .
- Board attendance: all directors attended 2024 annual meeting; policy encourages attendance .
SAY-ON-PAY & VOTING OUTCOMES (2025)
- Director elections (Bernstein not up in 2025): Class II and Class III nominees elected; For/Against tallies per nominee .
- Advisory vote on NEO compensation: For 10,008,613; Against 417,318; Abstain 181,708 .
- Equity plan amendment: For 6,747,630; Against 3,853,333; Abstain 6,676 .
- Auditor ratification: For 13,438,059; Against 88,078; Abstain 4,779 .