Steven M. Poynot
About Steven M. Poynot
Steven M. Poynot (age 46) is President and Chief Operating Officer of Capital Bank, N.A. (subsidiary of Capital Bancorp, Inc.), having joined the Bank in October 2022; he has 25+ years’ experience spanning operations, risk, technology delivery, credit, and strategy, with prior senior roles at F&M Trust (EVP & COO) and Howard Bank (including CIO and Chief Credit Officer) . He holds an MBA from Loyola University and a BBA in Finance from the University of Baltimore . Company performance context: Capital Bancorp’s net income was $41.8M (2022), $35.9M (2023), and $31.0M (2024), while a $100 investment in CBNK at 12/31/2021 was valued at $91 (2022), $95 (2023), and $113 (2024), indicating improving TSR in 2024 despite earnings normalization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F&M Trust | Executive Vice President and Chief Operating Officer | Feb 2022 – Sep 2022 | Managed Commercial & Retail Banking, IT, Ops, PMO, Facilities; enterprise operating leadership at a community bank . |
| Howard Bank | Executive Vice President and CIO; previously Chief Credit Officer; other senior roles | ~17 years (dates not individually specified) | Built commercial banking infrastructure including creation of Credit department and Client Services Support Team; led technology and credit functions . |
Fixed Compensation
Multi-year summary (NEO disclosures):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $350,000 | $379,200 |
| Cash Bonus | $95,000 | $150,000 |
| Stock Awards (Grant-Date Fair Value) | — | $34,500 |
| Option Awards (Grant-Date Fair Value) | $54,799 | $34,500 |
| All Other Compensation | $33,409 | $35,106 |
| Total Compensation | $533,208 | $633,306 |
All Other Compensation detail:
| Component (USD) | 2023 | 2024 |
|---|---|---|
| 401(k) Match | $9,900 | $10,350 |
| HSA | — | — |
| Auto Allowance | $6,000 | $6,000 |
| Cell Phone Allowance | — | $900 |
| Health & Welfare | $17,509 | $17,856 |
| Total All Other Comp | $33,409 | $35,106 |
Performance Compensation
Annual incentive structure and outcome:
- Incentive opportunity: up to 45% of base salary (cash) for Mr. Poynot .
- 2024 metrics for Poynot set by CEO: included net income, return on equity, loan and deposit growth, OpenSky profitability, and strategic objectives (qualitative) .
- 2024 actual: payout equal to 37.5% of salary ($150,000) based on Company performance on quantitative objectives and individual achievement on qualitative components .
Equity awards and vesting framework:
- Options vest evenly over four years; Poynot’s RSUs vest in three equal annual installments .
- Company policy prohibits repricing and does not time awards around MNPI; awards use closing price prior to grant date .
Equity Ownership & Alignment
Beneficial ownership and award status (Record Date: March 24, 2025):
- Beneficially owned: 8,875 shares (includes 4,503 shares in IRA) — less than 1% of outstanding shares; 16,656,649 shares outstanding at Record Date .
- Options exercisable within 60 days of Record Date: 3,440 shares; excludes 12,009 shares underlying options and RSUs subject to vesting .
- Pledging: Insider Trading Policy prohibits pledging/margining; proxy discloses a grandfathered pledge for an unrelated executive (Browning) but no pledge disclosure for Poynot .
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Type | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|---|
| 10/11/2022 | Stock Options | 1,000 | 1,000 | $24.25 | 2027 | 4-year ratable vesting . |
| 01/01/2023 | Stock Options | 575 | 1,725 | $23.54 | 2028 | 4-year ratable vesting . |
| 01/01/2024 | Stock Options | — | 5,160 | $24.20 | 2029 | 4-year ratable vesting . |
| 10/11/2022 | RSUs | — | 666 | — | — | 3-year ratable vesting . |
Stock ownership and retention guidelines:
- CEO: 5x salary; President and CFO: 3x salary; Executive VPs and other Section 16 executive officers: 1x salary; 5-year compliance window from when subject; 100% net-after-tax hold until met, then 50% for 36 months; pledged/margined shares do not count .
Hedging/short sales:
- Hedging, short sales, and most derivative transactions are prohibited .
Clawback:
- SEC/Nasdaq-compliant Incentive Compensation Recovery Policy effective Nov 17, 2023; applies to executive officers, with a 3-year lookback from restatement date .
Employment Terms
Key terms of the Employment Agreement (as amended) for Steven M. Poynot:
- Role and term: Agreement dated Oct 11, 2022 (amended Apr 13, 2023 to President & COO); initial term through Dec 31, 2025 with automatic 1-year renewals unless notice ≥6 months prior to anniversary .
- Base salary and incentives: Base salary initially $350,000; annual incentive up to 45% of salary (cash) subject to Board review; one-time equity eligibility at outset for 2,000 options and 2,000 RSUs; further options at Compensation Committee discretion; $500/month car allowance; standard executive benefits .
- Severance: If terminated without cause or resigns for good reason, 18 months of base salary in monthly installments plus 18 months of medical coverage (or cash equivalent if continuation not feasible), subject to release; no enhanced change-in-control multiple disclosed for Poynot .
- Nonqualified Deferred Compensation Plan: For 2024, credited $60,000 to NQDCP account; vests after 10 years’ service; earns interest at the 10-year Treasury rate; paid in 10 annual installments upon separation; unvested amounts forfeited .
Section 16 compliance:
- Company disclosed a late Form 4 for Mr. Poynot for transactions in 2024 (administrative timeliness issue) .
Performance & Pay Versus Performance Context (Company-Level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $91 | $95 | $113 |
| Net Income (USD) | $41,804,000 | $35,871,000 | $30,972,000 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 pay increased vs 2023 primarily via higher cash bonus ($150k vs $95k), while option grant value decreased and RSUs were introduced ($34.5k options and $34.5k RSUs vs only options in 2023), modestly shifting mix toward restricted equity with 3-year vesting .
- Performance linkage: Annual bonus for 2024 tied to business metrics (net income, ROE, loan/deposit growth, OpenSky profitability) plus strategic objectives; payout at 37.5% of salary vs 45% target opportunity demonstrates partial goal attainment and use of discretion within framework .
- Governance protections: Explicit prohibition on repricing without shareholder approval; formal clawback policy; hedging/pledging prohibitions bolster alignment and reduce risk of misaligned incentives .
Related Party Transactions and Red Flags
- No related-party transactions disclosed involving Mr. Poynot; Company policy requires Audit Committee pre-approval and transactions on arm’s-length terms .
- Pledging: Policy prohibits pledging; no pledge disclosed for Poynot (Browning has a grandfathered pledge) .
- Late Section 16 filing noted for 2024 (administrative timeliness), a minor process red flag to monitor .
Equity Ownership & Insider Selling Pressure Outlook
- Vested vs unvested (as of 12/31/2024): 1,575 options exercisable; 7,885 unexercisable options; 666 unvested RSUs; options and RSUs vest ratably over multi‑year schedules, creating predictable annual vesting events through 2029 that may introduce periodic liquidity windows and potential selling pressure .
- As of 3/24/2025, exercisable options within 60 days increased to 3,440 due to scheduled tranche vesting on anniversary dates (e.g., January 1), reinforcing the cadence of vesting-related supply .
Investment Implications
- Alignment: Ownership remains modest (<1%); strong policy architecture (ownership guidelines with 5-year compliance period, anti-hedging/pledging, clawback) supports alignment; monitor progress toward guideline accumulation given President-level expectations described in policy .
- Incentive design: Annual bonus tied to core profitability and balance-sheet growth levers plus OpenSky performance should reinforce operating discipline; 3–4 year equity vesting supports retention and medium-term focus; no repricing and clawback limit adverse incentives .
- Retention risk: Employment agreement provides 18 months’ salary and benefits upon termination without cause/good reason, but no enhanced CoC multiple disclosed—adequate but not outsized; ongoing equity vesting and NQDCP accruals further support retention .
- Trading signals: Annual vesting cycles (options and RSUs) create recurring potential supply; absence of pledging reduces forced-sale risk; continue monitoring Form 4s around vest dates for realized selling behavior and any pattern changes (late Form 4 in 2024 indicates a need to watch process timeliness) .