Mary Ann Scully
About Mary Ann Scully
Mary Ann Scully, age 73, has served as an independent director of Capital Bancorp, Inc. (CBNK) since July 2023 and is a Class I director with a term expiring at the 2027 annual meeting. She is Dean of Loyola University of Maryland’s Sellinger School of Business and Management and previously co-founded Howard Bank (NASDAQ: HBMD), serving as CEO and Chair until its 2022 merger with First National Bank of Pennsylvania. She holds an MBA from Loyola University of Maryland and a BA from Seton Hill University and brings more than 40 years of banking leadership, M&A execution, and regional market expertise to CBNK’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard Bank (HBMD) | Co-Founder, CEO & Chair | 2004–2022 | Led organic growth and strategic acquisitions; built largest locally headquartered banking company in Greater Baltimore; ~$2B assets at merger |
| First National Bank of Pennsylvania (via HBMD merger) | — | 2022 | HBMD merged; Scully exited HBMD leadership post-merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Loyola University of Maryland (Sellinger School) | Dean | Current | Academic leadership; MBA credential aligns with audit/risk oversight |
| Enoch Pratt Library | Director; Executive Committee member | Current | Governance/community involvement |
| Mount St. Joseph College High School | Vice Chair, Board | Current | Community leadership |
| Community Foundation of Howard County Real Estate Board | Trustee | Current | Real estate advisory exposure |
| Maryland State Comptroller Work Group & Advisory Council | Member | Current | Public policy advisory |
| Mercy High School; Inner Arbor Trust | Trustee (prior disclosure) | — | Additional community boards (2024 proxy) |
Board Governance
- Committee assignments: Audit Committee (member); Risk Committee (member). Audit Committee is chaired by C. Scott Brannan; other members include Steven J. Schwartz, Randall J. Levitt, Jerome R. Bailey, and Scully; Risk Committee members include Fred J. Lewis (Chair), Bailey, Schwartz, Marc McConnell, and Scully .
- Committee meetings (2024): Audit 4; Compensation 7; Nominating & Corporate Governance 2; Executive 0; Environmental, Social & Governance 7; Risk 9 .
- Independence: Board determined Scully is independent under Nasdaq rules; Audit Committee members meet heightened SEC independence standards .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 annual meeting; independent directors meet in executive session at least twice per year .
- Board class/term: Class I (term expires at 2027 annual meeting) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 40,800 | 12,971 | 15,930 | 69,701 |
| 2023 | 16,400 | — | — | 16,400 |
- Director cash retainers (2024 structure): Company directors $500/month; Audit and Compensation Committee members $500/month; Nominating & Governance members $250/month; ESG members and Chair $200/month; Risk Committee members $400/month; Bank’s Risk Committee Chair $800/month; Company Chairman $5,400/month; Committee Chairs (Audit/Comp/Nominating) $1,000/month. Bank Board meetings: $1,200 per meeting (Chairman $5,400/month). Bank Loan Committee member retainer $800/month (Chair $2,400/month); Bank Audit & Compliance members $400/month (Chair $800); Bank Finance members $400/month (Chair $800) .
Performance Compensation
| Element | Grant Date | Terms/Details |
|---|---|---|
| Annual director stock award | Jan 1, 2024 | Stock award granted at $24.20 per share (grant date fair value shown above); fair value calculated under FASB ASC 718 |
| Annual director option award | Jan 1, 2024 | Grant date fair value $10.62; options under 2017 Plan; historical director options have vested ratably over four years and expire in 2026 (as disclosed for prior grants) |
No director performance metrics (e.g., TSR/ROE/ESG hurdles) are disclosed for non-employee director awards; awards are time-based under the equity plan .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond CBNK .
- Prior public board: Not specifically disclosed apart from HBMD leadership; HBMD was public pre-merger (NASDAQ: HBMD) .
- Interlocks/conflicts: None disclosed; Nominating & Corporate Governance Committee screens for conflicts and independence; Audit Committee oversees related-party approvals .
Expertise & Qualifications
- Skills matrix: Financial Services; Corporate Governance; Public Company Oversight; Market Familiarity (marked for Scully) .
- Credentials: MBA (Loyola University of Maryland); BA (Seton Hill); recognized with multiple industry and civic awards (e.g., Baltimore Business Journal CEO Lifetime Achievement 2022; MD Chamber Business Hall of Fame 2022; American Banker Top 25 Women to Watch 2016/2017) .
Equity Ownership
| Record Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mar 24, 2025 | 13,911 | <1% | No pledge disclosed for Scully; board policy prohibits hedging/pledging with limited grandfathered exceptions (Mr. Browning) |
| Mar 25, 2024 | 11,536 | <1% | Beneficial ownership includes shares acquirable within 60 days, if any; no footnote indicating options for Scully |
- Insider trading policy: Prohibits short sales, hedging, and pledging/margining of Company stock; pre-clearance required; limited grandfather exemption applies only to pre-existing pledge by Mr. Browning (100,000 shares) .
- Section 16 compliance: All directors timely in 2024 except noted Form 4 delays for Director Lewis and certain executives; no issues cited for Scully .
Governance Assessment
- Independence and committee positioning: Scully is independent and sits on Audit and Risk—two core oversight committees—supporting investor confidence in financial reporting integrity and enterprise risk governance .
- Engagement: Met attendance thresholds; participated in a board that convened independent executive sessions at least twice; attended the 2024 annual meeting .
- Pay and alignment: Director pay mix includes modest cash plus time-based equity/options; 2024 total of $69,701 reflects standard non-employee director compensation without performance-conditioned awards—common for community bank boards—while the insider policy bans hedging/pledging, improving alignment .
- Ownership: Beneficial ownership is <1% (13,911 shares as of 2025; up from 11,536 in 2024). While not a large stake, policy guardrails reduce misalignment risks; no pledging disclosed for Scully .
- Conflicts/related-party exposure: No transactions disclosed involving Scully; Audit Committee pre-approves and monitors related-party dealings under formal policy (Sections 23A/23B and Reg O considerations) .
- RED FLAGS: None disclosed specific to Scully. No hedging/pledging, no related-party transactions, and independence affirmed. Watchpoint: ownership stake is small versus several long-tenured directors with larger holdings, though this is typical for recent appointees .