Karl Dicker
About Karl Dicker
Karl Dicker is President of OpenSky™ & Fintech at Capital Bank, N.A. (CBNK), having joined the Bank in 2018 as COO and transitioning to his current role in October 2022. He is 50 years old, holds a BS in Civil Engineering from Worcester Polytechnic Institute and an MBA from Duke University (Fuqua), and previously spent 16+ years at Capital One leading Treasury Management Strategy, Marketing & Analytics and Enterprise Payments . Company-set performance metrics for his incentive plan include net income, return on equity, loan and deposit growth, OpenSky™ profitability, and strategic objectives; for 2024 he earned a bonus payout equal to 62.7% of salary ($244,522) based on these objectives . The Company missed its 2024 ROE and OpenSky™ profitability targets, while meeting or exceeding other quantitative goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital Bank, N.A. | Executive Vice President & Chief Operating Officer | 2018–Oct 2022 | Led bank operations; later transitioned to lead OpenSky™ & fintech strategy . |
| Capital Bank, N.A. | President, OpenSky™ & Fintech | Oct 2022–present | Accountable for OpenSky™ division, marketing, and fintech strategy across the Bank . |
| Capital One Bank | Senior Vice President; Head of Enterprise Payments; leader of Treasury Management Strategy, Marketing & Analytics | ~16 years (prior to 2018) | Led payments and treasury management strategy, marketing, analytics across consumer, business, commercial lines . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shaare Torah Board | Trustee; VP of Finance; Executive Committee member | 2012–2022 | Governance and finance leadership for nonprofit . |
| National Capital Area Leukemia & Lymphoma Society (Light the Night) | Executive Committee; co-chair (one term) | 2019–present | Fundraising and community leadership . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 374,930 | 389,925 | Narrative confirms increase to $389,925 for 2024 . |
| Target Annual Incentive (% of salary) | Up to 60% | 60% | “Eligible to receive an annual incentive bonus of up to an additional 60%” . |
| Maximum Annual Incentive Opportunity | 150% of target (i.e., 90% of salary) | 150% of target (i.e., 90% of salary) | Proxy 2024 max for Dicker was 90% of salary . |
| 2025 Structure Change (effective bonus payable in 2026) | — | — | Target remains 60%; max increased to 200% of target (120% of salary) . |
All Other Compensation (Perquisites and Benefits):
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| 401(k) Match | 9,900 | 10,350 |
| Auto Allowance | — | — |
| Cell Phone Allowance | — | 900 |
| Health & Welfare | 1,946 | 1,946 |
| Total | 11,846 | 13,196 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net Income | Not disclosed | Not disclosed | Assessed by Compensation Committee | Contributed to 62.7% of salary payout ($244,522) | Not disclosed |
| Return on Equity | Not disclosed | Not disclosed | Company missed ROE target | As above | Not disclosed |
| Loan Growth | Not disclosed | Not disclosed | Met/exceeded company goals | As above | Not disclosed |
| Core Deposit Growth | Not disclosed | Not disclosed | Met/exceeded company goals | As above | Not disclosed |
| OpenSky™ Profitability | Not disclosed | Not disclosed | Company missed target | As above | Not disclosed |
| Strategic Objectives | Not disclosed | Not disclosed | Achieved/exceeded some qualitative components | As above | Not disclosed |
Annual Bonus Outcomes:
| Year | Bonus Paid ($) | Bonus % of Salary |
|---|---|---|
| 2023 | 205,840 | 54.9% (derived from salary; figure supported by SCT) |
| 2024 | 244,522 | 62.7% (as disclosed by Compensation Committee) |
Equity Awards Earned (Grant-date fair value):
| Year | Restricted Stock ($) | Option Awards ($) |
|---|---|---|
| 2023 | — | 58,676 |
| 2024 | 30,960 | 30,960 |
Clawback Policy: All awards are subject to the Company’s clawback policy; awards may be clawed back pursuant to Dodd-Frank Section 10D requirements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 71,782 shares as of record date; less than 1% of class . |
| Ownership as % of Shares Outstanding | ~0.43% (71,782 / 16,657,060 weighted average shares outstanding) . |
| Options – Exercisable (award detail as of 12/31/2024) | 6,873 (12/31/2020 grant, $13.89 strike, exp. 2025) ; 4,542 (12/31/2021, $26.41, exp. 2026) ; 1,332 (01/01/2023, $23.54, exp. 2028) . |
| Options – Unexercisable (award detail as of 12/31/2024) | 1,513 (12/31/2021) ; 3,993 (01/01/2023) ; 5,525 (01/01/2024, $24.20, exp. 2029) . |
| Vesting Schedules (Options) | Options granted 2020–2024 vest evenly over four years (after first year) . |
| Section 16 Status | One Form 4 for Mr. Dicker was not timely filed for 2024 . |
| Stock Ownership Guidelines | Executives must hold stock equal to 1x salary (EVPs/Section 16) and Presidents/CFOs 3x salary; must hold 100% of net after-tax shares until in compliance; pledged/margin shares do not count . |
| Pledging | No pledging disclosed for Mr. Dicker; pledging noted for another executive (Browning) . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Bank entered into employment contract with Mr. Dicker on April 30, 2018 (COO); transitioned to President of OpenSky™ & Fintech in Oct 2022 . |
| Current Agreement Status | Mr. Dicker does not have an employment agreement with the Company (holding company) as of May 9, 2025; bonus structure modified by Compensation Committee . |
| Base Salary in Contract | $285,000 initially; increased to $389,925 for 2024 . |
| Equity Grants in Original Contract | 12,000 restricted shares (4-year ratable vest after year 1); 12,000 stock options (4-year ratable vest after year 1); option to purchase 20,000 shares at $12.38 . |
| Change-in-Control – Severance | If post-CIC termination or adverse changes occur (compensation reduction, role/title reduction, relocation outside DC metro), salary and benefits for 12 months; payments cease if employed by another financial institution in DC metro during that period . |
| Change-in-Control – Equity Acceleration | All unvested restricted stock and/or options vest immediately upon change of control (single-trigger for equity) . |
| Termination for Cause / Death / Disability | Salary, bonus and fringe benefits cease upon termination in such cases . |
| Clawback | All awards subject to clawback policy and Dodd-Frank Section 10D . |
Compensation Structure Analysis
- Year-over-year, cash bonus increased from $205,840 (2023) to $244,522 (2024), aligned with improved goal attainment for Dicker’s metrics and qualitative performance .
- Equity mix: Modest restricted stock and option awards in 2024 ($30,960 each); 2023 had options only ($58,676), pointing to continued use of options alongside restricted stock rather than a wholesale shift to RSUs .
- 2025 plan change raises maximum bonus from 150% to 200% of target (i.e., 120% of salary), increasing the at-risk upside opportunity and potential pay-for-performance sensitivity .
Related Party Transactions and Governance
- No related party transactions specifically involving Mr. Dicker disclosed in the proxy’s transactions section excerpt provided .
- Section 16 reporting: One late Form 4 filing for Mr. Dicker in 2024 was noted, along with other officers/directors; generally, the Company stated compliance was timely except for those exceptions .
Risk Indicators & Red Flags
- Section 16 reporting delinquency (late Form 4) for 2024 is a process red flag, though common and typically non-material absent trading concerns .
- Equity acceleration on single-trigger for change-in-control can weaken long-term retention alignment if a transaction occurs; severance requires termination or “good reason” post-CIC .
- 2024 miss of OpenSky™ profitability and Company ROE targets suggests execution risk in the OpenSky™ business line, which Mr. Dicker leads .
Compensation Peer Group and Say-on-Pay
- Proxy seeks approval of NEO compensation via advisory Say-on-Pay for 2025; specific historical vote outcomes are not provided in the excerpts .
- The Compensation Committee uses independent consultants (ChaseCompGroup) for equity plan assessments; run rate and overhang within norms; proposed 520,000 share increase brings overhang to 9.58% .
Investment Implications
- Vesting/event-driven selling pressure: 6,873 options with $13.89 strike expire in 2025; additional tranches from 2026–2029 vest evenly over four years, implying ongoing potential exercises, especially into expirations or in-the-money conditions .
- Alignment: Beneficial ownership of 71,782 shares (~0.43% of outstanding) and significant unexercised options supports alignment; no pledging disclosed for Dicker, and strict ownership/retention policies require holding 100% of net shares until guideline compliance .
- Pay-for-performance: 2024 payout at 62.7% of salary reflects mixed company performance (missed ROE/OpenSky™ profitability); 2025 increased bonus max elevates upside sensitivity to performance, potentially amplifying incentive-driven behavior in OpenSky™ growth/profitability .
- Retention risk: Single-trigger equity acceleration upon CIC plus 12-month severance contingent on termination/good reason suggests moderate retention in a transaction scenario; otherwise, multi-year vesting on options (to 2029) promotes ongoing service continuity .