Marc McConnell

About Marc McConnell

Marc McConnell (age 45) joined Capital Bancorp, Inc.’s Board on October 1, 2024 following CBNK’s acquisition of Integrated Financial Holdings; he is Chairman/CEO of McConnell Holdings, Inc., Chairman/President/CEO of Art’s-Way Manufacturing Co., Inc. (NASDAQ: ARTW), and President of Bauer Corporation, with prior board leadership at West Town Bank & Trust and directorships at Dogwood State Bank and Sound Bank . He is currently a member of CBNK’s Risk Committee; the Board has determined he is not independent due to his prior role as CEO/President of Integrated Financial before the merger .

Past Roles

External Roles

Board Governance

• Committee assignments: Risk Committee member (CBNK Risk Committee members: Lewis (Chair), Bailey, Schwartz, McConnell, Scully) .
• Independence: Not independent because of prior role as CEO/President of Integrated Financial before the merger .
• Classification and tenure: Class III director (term to 2026), with Maryland law causing his initial term to first expire at the 2025 Annual Meeting; Director since 2024 .
• Attendance: In FY2024, each incumbent director attended at least 75% of Board and applicable committee meetings; the Board held 5 meetings in 2024; the Risk Committee held 9 meetings; all directors serving were in attendance at the 2024 annual meeting .
• Executive sessions: Independent directors meet in executive session at least twice annually .

Fixed Compensation

Notes:

• 2024 director equity awards were granted Jan 1, 2024 at $24.20 per share and options had grant date fair value of $10.62; McConnell did not receive director stock/option awards for 2024 per the table .

Performance Compensation

• No performance-linked metrics are disclosed for non-employee director compensation; equity awards to directors are time-based and presented at grant date fair value under ASC 718 .

Other Directorships & Interlocks

• Related-party/Item 404(a): The 8-K appointing McConnell states there are no transactions between CBNK and McConnell requiring Item 404(a) disclosure at appointment; the proxy’s related-party section lists specific relationships (e.g., Whalen lease; subordinated notes held by directors) but does not identify any McConnell-specific related-party transactions .

Expertise & Qualifications

• Background spans manufacturing and finance; prior leadership includes chairing West Town Bank’s Board, Audit and Executive Committees, plus service on Dogwood State Bank and Sound Bank boards, and presidency roles in industry associations (America Ladder Institute; Farm Equipment Manufacturers Association) .
• Board skills matrix attributes for McConnell include Corporate Governance and Strategic Planning/M&A (as marked in the Board Skills and Experience Matrix) .

Equity Ownership

• Ownership guidelines: Non-employee directors are expected to hold at least $100,000 in CBNK stock value; five years from becoming subject to the policy to comply; unvested performance awards do not count; pledged/margined shares do not count toward guidelines .
• Hedging/pledging policy: CBNK prohibits hedging and pledging by directors; a grandfathered pledge exists only for Mr. Browning; no pledging disclosure for McConnell .
• Value alignment signal: Record-date price referenced at $28.96 per share for plan modeling; at that price, McConnell’s beneficial stake implies substantial value relative to $100,000 director guideline .

Governance Assessment

• Independence: Red flag — McConnell is not considered independent due to his pre-merger CEO/President role at Integrated Financial; investors should factor reduced independence into assessment of board oversight balance .
• Committee effectiveness: Risk Committee membership places him in a key oversight lane (cyber, compliance, market/liquidity/operational risk), supporting board risk governance breadth .
• Attendance/engagement: FY2024 benchmarks show strong overall board engagement (≥75% attendance among incumbents; annual meeting attendance by all directors), though McConnell’s appointment mid-year limits director-specific attendance conclusions .
• Pay/ownership alignment: 2024 director compensation for McConnell was modest cash-only ($5,100) with no director equity grants, while his beneficial ownership is meaningful, reinforcing skin-in-the-game alignment with shareholders .
• Related-party exposure: No Item 404(a) transactions disclosed for McConnell at appointment; the proxy’s related-party section identifies other named relationships (e.g., lease with Whalen), indicating no specific conflict flagged for McConnell .
• Section 16 compliance: Company states all directors/officers complied timely with Section 16(a) filings in 2024 except the named individuals (Lewis; certain executives); McConnell is not listed among exceptions .

RED FLAGS

• Not independent under Nasdaq rules due to prior CEO/President role at IFHI before CBNK merger .
• Multiple external executive roles (e.g., ARTW CEO/Chair) may elevate time-commitment risk; investors should monitor meeting attendance and committee participation disclosures over time .

POSITIVE SIGNALS

• Significant beneficial ownership with detailed breakdown (LLC, trust, IRA, options), and strong ownership/retention policies prohibiting hedging/pledging (no pledge disclosed for McConnell) .
• Risk Committee assignment supports robust enterprise risk oversight engagement .