Kathy Yamada
About Kathy Yamada
Kathy Yamada, 59, is Executive Vice President and Chief Credit Officer (CCO) of Capital Bank, N.A., serving since December 2010. She oversees credit policy, loan approval, loan quality, portfolio risk management, and special assets, and is a member of the Bank’s Management Loan, Credit Loan, and Special Assets Committees. Management credits her with reducing criticized/classified assets and overall NPAs; she holds a BA in Finance from the University of Maryland . Company performance context during the most recent three fiscal years shows a declining net income trend through 2024 and TSR improvement in 2024, as below .
| Company Performance (Context) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | 41,804,000 | 35,871,000 | 30,972,000 |
| Value of $100 Investment (TSR) | 91 | 95 | 113 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Equitable Bank (Wheaton, MD) | Senior Vice President | 20-year career, ending with bank sale in 2003 | Led loan origination and credit administration; key role in conversion to public company |
| Community banking (post-sale) | Consultant/loan origination | 2003–2007 | Continued community banking work in consulting and loan origination |
| Fannie Mae (Housing & Community Development) | Paralegal (Multifamily) | 2007 | Supported revision and relaunch of the DUS Guide |
External Roles
- No external directorships or outside board roles disclosed for Yamada .
Fixed Compensation
- Yamada was not a Named Executive Officer (NEO) in 2024; her base salary and annual cash compensation are not itemized in the proxy .
- Company-wide benefits framework includes safe-harbor 401(k) with a 3% employer contribution for eligible employees (available to executives on the same basis), plus health and welfare benefits; NEOs also receive limited perquisites (e.g., auto allowance). These indicate the firm’s general compensation architecture but are not Yamada-specific line items .
Performance Compensation
- No Yamada-specific annual bonus plan metrics/targets are disclosed. For context, the 2024 NEO program tied incentives mostly to financial/strategic KPIs; CEO metrics and structure below illustrate the plan design (not specific to Yamada) .
| Metric (CEO, 2024) | Weighting | 2024 result vs target | Payout/vesting mechanics |
|---|---|---|---|
| Return on Equity | Part of 60% quantitative bucket | Missed | CEO bonus paid 50% cash/50% RSUs vesting over 3 years |
| Core deposit growth | Part of 60% quantitative bucket | Met or exceeded | See above |
| Net loan growth | Part of 60% quantitative bucket | Met or exceeded | See above |
| CBHL profitability | Part of 60% quantitative bucket | Met or exceeded | See above |
| OpenSky profitability | Part of 60% quantitative bucket | Missed | See above |
| OpenSky net card growth | Part of 60% quantitative bucket | Met or exceeded | See above |
| Strategic objectives (qualitative) | 40% | CEO scored 35.2% on qualitative goals | Included in overall outcome |
Note: The company’s 2025 CEO incentive retains similar structure (60% quantitative; 40% strategic) with KPIs including ROE, core deposit and loan growth, mortgage and OpenSky profitability, and OpenSky net card growth .
Equity Ownership & Alignment
- Stock ownership guidelines: executive officers (other than CEO/President/CFO) must hold at least 1x base salary in shares; must retain 100% of net after-tax shares from equity awards until compliant, then 50% for 36 months thereafter. Pledging and hedging are broadly prohibited; shares held in margin accounts or pledged do not count toward guidelines .
- Insider trading policy: quarterly blackouts, event-specific restrictions, pre-clearance for Section 16 officers; hedging and pledging prohibited. Grandfathered pledge applies to another executive (Browning), not to Yamada .
Yamada’s reported beneficial ownership history (SEC filings):
| Date/Period | Security | Amount/Terms | Status/Notes |
|---|---|---|---|
| 09/25/2018 (Form 3) | Common Stock | 20,000 (Direct) | Initial statement of ownership at IPO |
| 09/25/2018 (Form 3) | Stock Options | 10,000 @ $5.00, exp. 12/31/2018; vests 4 yrs | Option grants vest in 4 equal annual installments |
| 09/25/2018 (Form 3) | Stock Options | 7,000 @ $6.63, exp. 12/31/2019; vests 4 yrs | As above |
| 09/25/2018 (Form 3) | Stock Options | 10,000 @ $7.50, exp. 12/31/2020; vests 4 yrs | As above |
| 09/25/2018 (Form 3) | Stock Options | 12,000 @ $8.50, exp. 12/31/2021; vests 4 yrs | As above |
| 09/25/2018 (Form 3) | Stock Options | 12,000 @ $12.38, exp. 12/31/2022; vests 4 yrs | As above |
| 12/06/2021 (Form 5) | Option exercise | 12,000 exercised @ $8.50 (Code M) | Tax withholding of 3,784 shares (Code F); end-year common shares 37,497 (Direct) |
| 12/31/2021 (Form 5) | RSUs | 5,000 RSUs; vest 3 equal annual installments starting 01/01/2022 | Each RSU converts 1:1 into common stock |
| 12/31/2021 (Form 5) | Stock Options | 4,970 @ $26.41, exp. 12/31/2026; vests starting 12/31/2022 | Newly reported option award |
| 12/31/2021 (Form 5) | Stock Options (outstanding) | 12,000 @ $12.38 (exp. 12/31/2022); 15,000 @ $11.38 (exp. 12/31/2023); 10,000 @ $14.54 (exp. 12/30/2024); 6,900 @ $13.89 (exp. 12/31/2025) | Outstanding derivatives at year-end 2021 |
Additional alignment context:
- Shares outstanding as of the 2025 record date: 16,656,649; directors and executive officers as a group held 31.59% (5,303,780 shares) as of March 24, 2025, indicating high insider alignment (individual holdings table does not list Yamada) .
Employment Terms
- No individual employment agreement, severance, or change-in-control terms are disclosed for Yamada in the proxy; such agreements are summarized for NEOs Barry (CEO), Poynot (President/COO), and Dicker (OpenSky & Fintech) only .
- Clawback (Incentive Compensation Recovery Policy) effective Nov 17, 2023: recovery of erroneously awarded incentive pay for the 3 completed fiscal years preceding a required restatement; applies regardless of misconduct; no indemnification .
- Insider Trading Policy: pre-clearance, blackout periods, and prohibition on hedging/pledging; exceptions only as noted (grandfathered pledge by another executive) .
Risk Indicators and Red Flags
- Section 16 compliance: the company disclosed one late Form 4 for “Kathleen Yamada” for 2022; management otherwise reports timely compliance for 2024 for most insiders with certain noted exceptions (not including Yamada) .
- Hedging/pledging risk: policy prohibits both; no pledge disclosed for Yamada; only a grandfathered pledge is noted for a different executive .
Compensation Committee and Governance Context (relevant to incentive alignment)
- Compensation Committee comprises independent directors; engages an external consultant (ChaseCompGroup) and oversees equity plan design and incentive risk .
- Stock ownership and retention guidelines apply to Section 16 officers, promoting long-term alignment; prohibited hedging/pledging underscores alignment safeguards .
Investment Implications
- Alignment: Yamada’s long tenure as CCO with responsibility for credit quality, coupled with company-wide stock ownership guidelines and prohibited hedging/pledging, supports alignment of risk management and shareholder interests; her historical RSU and option holdings indicate meaningful equity exposure to the stock price .
- Retention risk: No disclosed employment agreement or severance/change-in-control protections for Yamada could imply standard at-will employment; however, her tenure since 2010 suggests continuity; absence of disclosed protections may modestly elevate mobility risk vs. contracted peers .
- Trading/overhang considerations: Historical RSUs vested over 2022–2024 and options had scheduled expiries through 2026; with quarterly blackout and pre-clearance rules, insider selling pressure is structurally moderated; no pledges by Yamada reduce forced-sale risk .
- Execution signal: Management attributes improvements in criticized/classified/NPA levels to Yamada’s leadership, a positive operational signal for credit quality stewardship in a rising-credit-risk environment .