Michael Breckheimer
About Michael Breckheimer
Michael Breckheimer, age 37, is Senior Vice President and Head of Windsor Advantage at Capital Bancorp (CBNK), joining via the October 1, 2024 IFHI merger; his appointment as an executive officer was concurrent with closing . He is a finance professional specialized in government‑guaranteed lending (SBA/USDA), capital markets, and bank strategic planning; he previously served as CEO of Windsor Advantage and EVP, Chief Strategy Officer at Integrated Financial Holdings (IFHI) . Education: Bachelor’s Degree in Finance, with honors, Miami University (OH) . Company performance context: CBNK’s TSR on a $100 base rose to $113 in 2024 (from $95 in 2023 and $91 in 2022), while reported net income was $31.0m in 2024 ($35.9m in 2023; $41.8m in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Windsor Advantage, LLC | President & CEO | Jul 2018–Oct 2024 | Led one of the nation’s largest SBA LSP; deep expertise in GGL servicing and capital markets |
| Integrated Financial Holdings, Inc. (IFHI) | EVP, Chief Strategy Officer | Feb 2021–Oct 2024 | Drove bank strategic planning and government‑guaranteed lending expansion across SBA/USDA |
| KPMG | Management Consulting (various roles) | Prior to 2018 | Advised banks, credit unions, and private lenders on commercial lending strategies |
External Roles
No public company board or external directorships disclosed in CBNK filings for Breckheimer .
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Base Salary ($) | $366,000 | Ongoing, paid semi‑monthly | Reviewed annually; may increase, not decrease |
| Annual Incentive Target (% of base) | 30% target; 45% max | Determined annually; paid by March 15 following year | 100% cash; CEO/Board set targets; initial year prorated |
| Transaction Change‑in‑Control Bonus — Cash ($) | $593,931 | Within 30 days of Oct 1, 2024 Effective Date | Paid lump sum, subject to release/clawback provisions |
| Transaction Change‑in‑Control Bonus — RSUs ($) | $593,931 (grant value) | Cliff vest Oct 2, 2025; settle within 30 days | Number of RSUs based on grant‑date FMV; continuous employment through Initial Term required |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024/2025) | CEO/Board‑set annual performance targets (confidential) | Not disclosed | 30% of base; up to 45% for over‑achievement | Not disclosed | 100% cash; initial year prorated | Cash; no vesting |
| Transaction RSUs (Retention) | Service‑based retention (1‑year cliff) | 100% of award | $593,931 grant value | Not applicable | Settled in shares post‑vesting | Vest Oct 2, 2025 |
Notes: Equity awards are subject to the Company’s clawback policy compliant with SEC/Nasdaq Rule 10D‑1 . Equity grant timing is not coordinated with MNPI; options are granted at prior‑day close FMV per plan practices .
Equity Ownership & Alignment
| Item | Quantity/Value | Status | Detail |
|---|---|---|---|
| RSUs from Transaction | $593,931 grant value | Unvested | Cliff vest Oct 2, 2025; settlement in CBNK shares within 30 days |
| Stock Options | Discretionary | Not disclosed | Subject to separate grant agreements under 2017 Plan |
| Stock Ownership Guidelines | 1× base salary for Section 16 executive officers; 5 years to comply | In force | Must hold 100% of net after‑tax acquired shares until compliant; thereafter 50% of net shares for 36 months (or until retirement) |
| Hedging & Pledging | Prohibited | In force | Short sales, derivatives, margin/pledging banned; pre‑clearance required; blackout periods apply |
Beneficial share count for Breckheimer is not disclosed in the 2025 proxy’s ownership table (limited to directors and NEOs) .
Employment Terms
| Term/Provision | Detail |
|---|---|
| Role & Start | SVP, Head of Windsor; effective Oct 1, 2024 (merger closing) |
| Agreement Term | Initial 1 year; auto‑renews in 1‑year increments unless 6‑month advance non‑renewal notice |
| Severance (non‑CIC) | 18 months of base salary paid semi‑monthly; 18 months medical coverage; prior year unpaid bonus paid; pro‑rated current‑year bonus if termination ≥6 months into year; subject to release |
| Change‑in‑Control Economics | 280G cutback to avoid excess parachute payments or reduce timing/amount to avoid §4999 excise; Tax Counsel governs; no guaranteed acceleration beyond plan/committee discretion |
| Non‑Compete | 12 months post‑termination; prohibits rendering GGL services in same/similar capacity nationwide across U.S. markets where the bank conducted GGL business; passive <2% public equity exception |
| Non‑Solicit | 12 months post‑termination; restricts solicitation of customers/employees/vendors and discourages negative statements |
| Confidentiality/Non‑Disparagement | Robust confidentiality; DTSA immunity notice; non‑disparagement post‑termination with agency reporting carve‑outs |
| Arbitration & Governing Law | JAMS arbitration (three arbitrators); MD law to extent not superseded by federal law; injunctive relief available for restrictive covenants |
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 economics were dominated by a one‑time transaction bonus split 50/50 between cash ($593,931) and RSUs ($593,931); ongoing pay uses cash salary ($366k) and cash annual incentive (30% target, 45% max) with equity at committee discretion, implying moderate equity exposure and a retention cliff through Oct 2025 .
- Performance Linkage: Annual incentive structure is performance‑based with CEO/Board‑set targets; specific metrics/weights are not disclosed for Breckheimer, but payouts are capped and subject to regulatory risk‑management guidelines .
- Clawback & 280G: Incentives subject to an SEC/Nasdaq‑compliant clawback policy; CIC payments incorporate a tax cutback to avoid excess parachute excise taxes, reducing shareholder‑unfriendly gross‑ups risk .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for all insiders, reducing misalignment risk from derivatives or collateralized positions .
- Pledging Exceptions: One legacy pledge exists for a different executive and is grandfathered; no such exception disclosed for Breckheimer .
- Insider Selling Pressure: RSU cliff on Oct 2, 2025 could produce concentrated Form 4 activity and short‑term selling pressure, subject to blackout/pre‑clearance .
- Executive Turnover Context: CFO transition reported Oct 2025 (departure of Dominic Canuso); not a disagreement per 8‑K, but relevant to executive bench stability .
Equity Plan & Governance Context
- Plan Capacity/Overhang: Shares available under the 2017 Plan and proposed 2025 replenishment (520k) would increase basic overhang to ~9.58%, with a three‑year VABR average of 0.75% (ISS methodology) .
- Minimum Vesting & Repricing: Plan enforces 3–4 year minimum vesting for employees and prohibits option/SAR repricing without shareholder approval .
Investment Implications
- Near‑term retention: The one‑year cliff vesting of RSUs through Oct 2, 2025 plus a 12‑month non‑compete materially lowers departure risk in the next 12 months and anchors Windsor execution continuity .
- Alignment: Ownership guidelines, hold‑until‑met retention, and anti‑hedging/pledging strengthen alignment; however, ongoing incentive is fully cash‑settled, making equity exposure dependent on discretionary grants .
- Trading signals: Expect potential vest‑related insider activity around Oct 2025 subject to blackout/pre‑clearance; monitor Form 4s post‑vesting for supply effects .
- Execution risk: Breckheimer’s GGL domain expertise supports Windsor and broader SBA/USDA strategy; watch organizational integration and broader executive turnover (e.g., CFO transition) as second‑order risk factors .
All facts above are cited to SEC filings and CBNK’s 2025 proxy/8-Ks.