Randall J. Levitt

About Randall J. Levitt

Randall J. Levitt (age 70) is an independent director of Capital Bancorp, Inc. (CBNK) since 2012 and a director of Capital Bank, N.A. since 2004. He is President of Nellis Corporation, a Potomac, MD private capital management firm focused on commercial real estate and wealth advisory; he holds a B.A. from Brandeis University (summa cum laude) and a J.D. from Yale Law School . Levitt brings deep real estate and capital allocation expertise in CBNK’s core markets and serves on multiple bank-level credit/risk committees, including as Chair of the Bank’s Special Asset Committee .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Levitt is an independent director under Nasdaq rules .
• Board structure: CBNK maintains a classified board (three classes); Levitt is a Class II nominee in 2025 with service since 2012 at the Company and 2004 at the Bank .
• Committee assignments (Company level): Audit Committee (member); Executive Committee (member). Committee meetings in 2024: Audit (4), Executive (0) .
• Committee assignments (Bank level): Loan and Asset/Liability Committees (member); Special Asset Committee (Chair) .
• Attendance: In FY2024, each incumbent director attended at least 75% of the aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Executive sessions: Independent directors meet in executive session at least twice annually .
• Governance provisions context: The Board affirms the classified board and supermajority provisions as appropriate for stability and long-term oversight; insider ownership is ~32% across directors and management (aggregate figure) .

Fixed Compensation (Director, 2024)

Compensation framework (for context): Company-level retainers in 2024 included monthly cash retainers of $500 for directors (ex-Chair), $500 for Audit/Compensation committee members, $250 for Nominating & Governance members, $200 for ESG members, and $400 for Risk members; committee chairs received $1,000/month for Audit/Comp/Nominating; Company Chair received $5,400/month. Bank-level fees included $1,200 per Bank board meeting, Loan Committee $800/month (chair $2,400), Audit & Compliance $400/month (chair $800), Asset/Liability $400/month (chair $800), and Special Assets Committee $200/month (members and chair) .

Performance Compensation (Director)

• No director-specific performance metrics are disclosed; non-employee director equity awards are presented as stock and option grant date fair values without performance targets in the director compensation section .
• The equity plan prohibits repricing of options/SARs without stockholder approval; minimum vesting schedules and performance weighting described primarily for executives; awards are subject to clawback .

Other Directorships & Interlocks

Expertise & Qualifications

• Real estate investment and portfolio management; regional market familiarity in Washington, DC/Baltimore .
• Corporate governance and public company oversight experience (skills matrix) .
• Education: B.A., Brandeis University (summa cum laude); J.D., Yale Law School .

Equity Ownership

Breakdown of significant holdings (illustrative, per footnote):

• Randall James Levitt Revocable Trust (RJRT): 266,665 shares .
• BTC Trust Co. FBO RSL Family Trust: 392,000 shares .
• Montrose Lending Group, LLC: 100,000 shares .
• RJL Investment Company, LLC: 30,700 shares .
• Maud Associates, LLC: 154,056 shares .
• Plus various other family trusts and custodial accounts as detailed; certain holdings disclaimed (e.g., relatives’ trusts and IRAs) .

Policy safeguards and pledging/hedging:

• Insider Trading Policy prohibits short sales, hedging, and pledging/margining of Company stock (legacy grandfather only applies to Mr. Browning’s 100,000-share pledge); no pledges are disclosed for Levitt in ownership footnotes .

Governance Assessment

• Committee roles and independence: Levitt is independent and sits on the Company’s Audit Committee (which oversees financial reporting, internal controls, and approves related-party transactions) and Executive Committee; at the Bank, he chairs the Special Asset Committee and sits on credit/risk committees, aligning with his real estate and special assets expertise .
• Attendance and engagement: Met the ≥75% attendance threshold; all directors attended the 2024 annual meeting; signals baseline engagement .
• Ownership alignment: 5.98% beneficial interest significantly exceeds director stock ownership guidelines; options exercisable within 60 days total 4,626 shares; prohibitions on hedging/pledging strengthen alignment .
• Compensation mix: Balanced cash + equity (stock and options) in 2024; no director performance metrics disclosed, reducing risk of misaligned short-term incentives at the board level .
• Related-party exposure and controls: Aggregate insider loan/deposit relationships are material for the group ($28.6m of total exposure; $92.0m deposits at 12/31/24), but are on market terms, with Audit Committee policy oversight; Levitt’s complex affiliated holdings via trusts and entities he manages (Nellis) heighten perceived conflict risk if any such entities transact with the Bank, mitigated in part by the Audit Committee’s pre-approval/ratification policy (note: committee oversees related-party transactions) .
• Structural considerations: The classified board and supermajority provisions can be viewed as entrenching; the Board cites stability in a regulated sector and insider ownership context as rationale; investors may scrutinize refreshment pace and responsiveness to shareholder preferences over time .

Insider Trading / Section 16 Compliance (2024)

Key Policies Influencing Director Alignment and Risk

• Stock ownership and retention: Directors are expected to hold at least $100,000 in stock, with hold-through-vesting and post-acquisition retention requirements; five-year compliance window from applicability .
• Clawback policy: SEC/Nasdaq-compliant incentive compensation recovery policy effective Nov 17, 2023; applies to erroneously awarded incentive compensation following restatement (3-year lookback) .
• Equity plan controls: No option/SAR repricing without shareholder approval; change-in-control treatment at Compensation Committee discretion; equity plan expires Aug 29, 2027 .

RED FLAGS / Watch items

• Dual sensitivities: Levitt sits on the Audit Committee (which reviews related-party transactions) while also managing entities that hold significant share positions via trusts; although policy oversight exists, any Bank transactions involving those entities merit heightened disclosure and potential recusals to avoid perceived conflicts .
• Structural risk: Classified board and supermajority provisions may be viewed negatively by governance-focused investors despite the Board’s stated rationale .
• Insider financing exposure: Aggregate insider credit exposure ($28.6m as of 12/31/24) is significant in absolute terms for a community bank; continued assurance of arm’s-length terms and credit performance is important for investor confidence .