Scot R. Browning
About Scot R. Browning
Scot R. Browning (age 63) is a Class I director of Capital Bancorp, Inc. whose term runs through the 2027 annual meeting; he has served on the board since 2002 and is President of CRE & Specialty Lending (role changed in 2023) and Vice President & Assistant Secretary of the Company . He has 30+ years in commercial lending, overseeing CRE and specialty lending and deposit business development; he holds a B.B.A. in Finance from Stetson University . The Board has affirmatively determined Mr. Browning is not independent because he currently serves as an executive officer of the Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Bank (Bethesda, MD) | Senior Vice President, Corporate Lending | 1997–2002 | Led corporate lending; predecessor role at Century National Bank prior to acquisition by United Bank |
| Century National Bank | Senior Vice President, Corporate Lending | Pre-2002 | Corporate lending leadership prior to merger into United Bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Business Finance Group, Inc. (Virginia CDC) | Chairman of the Board | Current | CDC originating SBA 504 mortgage loans |
| Rockville Economic Development, Inc. | Former Director | Past | City of Rockville partnership focused on entrepreneurship |
Board Governance
- Independence: Not independent due to executive officer status at the Bank .
- Classification/Term: Class I director; term expires at the 2027 annual meeting .
- Committees: Member, Environmental, Social & Governance (ESG) Committee; no chair roles .
- Meetings/Attendance: Board held 5 meetings in 2024 ; ESG Committee met 7 times in 2024 . Each incumbent director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Executive Sessions: Independent directors meet in executive session at least twice annually .
Fixed Compensation
| Component | Amount/Status | Source |
|---|---|---|
| Director fees (cash) | None — does not receive separate compensation for board service | |
| Director equity (stock/options) | None — no separate director equity awards |
Mr. Browning’s executive compensation is not disclosed (he is not listed among the Named Executive Officers in the proxy’s Summary Compensation Table) .
Performance Compensation
- Not disclosed for Mr. Browning (NEO list comprises Barry, Poynot, Dicker; Browning not included) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee roles | Notes |
|---|---|---|---|---|
| Business Finance Group, Inc. | Private (CDC) | Chairman | Not disclosed | SBA 504 loan originations; monitor for potential overlaps with CRE/SBA activities |
| Rockville Economic Development, Inc. | Non-profit/public partnership | Former Director | Not disclosed | Past civic/economic development engagement |
No public company directorships are disclosed for Mr. Browning in the proxy biography .
Expertise & Qualifications
- Commercial real estate and specialty lending leadership; deposit business development .
- 30+ years banking experience, including corporate lending at United Bank and Century National Bank .
- ESG oversight via ESG Committee membership .
- B.B.A. in Finance (Stetson University) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 529,571 | As of March 24, 2025 |
| Percent of class | 3.14% | Based on 16,656,649 outstanding shares |
| Options exercisable within 60 days | 15,984 | Currently exercisable or within 60 days |
| Unvested/subject to vesting (options + RSAs/RSUs) | 10,820 | Excluded from “beneficially owned” count per footnote |
| Shares pledged as collateral | 100,000 (grandfathered) | Pledge predates Insider Trading Policy; remains outstanding |
Stock ownership guidelines:
- Non-employee directors: expected to hold at least $100,000 in CBNK stock (Audit Chair and certain investment firm employees excluded) .
- Executives: CEO 5x salary; President and CFO 3x salary; EVPs and other Section 16 executives 1x salary; 5-year compliance window; 100% net-after-tax retention until met; pledged/margined shares do not count .
Governance Assessment
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Strengths
- Deep CRE and specialty lending expertise; long-tenured operator with board service since 2002 .
- Active on ESG Committee, contributing to oversight of sustainability and governance initiatives .
- Attendance thresholds met; all directors present at 2024 annual meeting, supporting engagement .
-
Concerns / RED FLAGS
- Not independent (executive officer); potential for conflicts in oversight versus management responsibilities .
- Pledged 100,000 shares; although grandfathered, pledging is prohibited for insiders under current policy and pledged shares do not count toward ownership guideline compliance (alignment risk) .
- Related party exposure exists at the company level (aggregate insider loans $28.6M; deposits $92.0M), though no specific related-party transactions are disclosed for Browning beyond the pledge — continue monitoring for transactions with entities tied to Browning (e.g., CDC/SBA lending) .
-
Director Pay Alignment
- No separate director compensation or board equity grants paid to Browning; compensation arises from executive role (not disclosed in NEO tables), limiting direct “pay-for-performance” transparency for investors at the director level .
-
Engagement Signals
- ESG Committee met 7 times in 2024; Board met 5 times; Browning’s committee participation supports ongoing oversight cadence .