Andrew G. Stines

About Andrew G. Stines

Andrew G. Stines, 54, has served as Chief Risk Officer of Coastal Financial Corporation (CCB) since January 2020, with 20+ years of legal, regulatory, and compliance experience in financial institutions. He holds a BS in Management (University of Colorado), a JD (Seattle University), and an MS in Finance (Seattle University) . Company performance context for his tenure: 2024 ROAA was 1.15% versus a 1.27% target, while total shareholder return (TSR) on a $100 investment reached $404.33 as of 12/31/2024; net income was $45.2 million in 2024 .

Past Roles

External Roles

No public company directorships or external board roles disclosed for Stines in the proxy .

Fixed Compensation

All other compensation (2024) detail: 401(k) match $15,250; life insurance premiums $690; perquisites/other $2,820 (mobile tech reimbursement $1,500; payment in lieu of medical/dental/vision premiums $1,320) .

Performance Compensation

• Executive Incentive Plan structure (2024): metrics and weightings applied to NEOs included Return on Average Assets (40%), Core Deposit Growth (12.5%), Gross Loan Growth (12.5%), Net Charge-Offs (10%), and Board Discretion (25%) .
• 2024 Company results vs targets used for the plan:
  • ROAA: 1.15% vs 1.27% target (90.6% of target)
  • Core Deposit Growth: 5.85% vs 3.75% target (156.0% of target)
  • Gross Loan Growth: 15.15% vs 11.40% target (132.9% of target)
  • Net Charge-Offs: 0.03% vs 0.03% target (100.0% of target)

Performance plan notes:

• Metrics and weights above reflect plan design; role-specific payout curves apply, and board discretion is 25% of weighting .
• Equity grant practices: RSUs for annual incentives; options not granted in 2024 .

Equity Ownership & Alignment

• Beneficial ownership (as of 3/19/2025): 6,571 shares (<1% of outstanding); includes 5,071 shares held directly and 1,500 unvested restricted stock; excludes 5,648 unvested RSUs .
• Hedging/Pledging: Hedging prohibited; pledging prohibited except limited exceptions requiring demonstrable capacity to repay without the pledged securities; no pledge disclosure for Stines .
• Clawback: Company maintains a Dodd-Frank-compliant clawback; following financial statement corrections/restatements, aggregate $2,873 in excess 2023 incentives (including $159 attributable to Stines) was recovered and repaid .

Outstanding equity and vesting (12/31/2024):

Ownership guidelines: No executive ownership guideline disclosure was identified in the proxy; hedging/pledging controls and clawback policy are in place .

Employment Terms

Change-in-control and severance (Andrew G. Stines):

• Agreement: Change in control severance agreement effective June 30, 2020; benefits apply if a qualifying termination occurs within 24 months following a change in control (or within 90 days prior if an agreement for a change in control exists) .
• Cash severance: 1x current base salary plus prior year cash bonus upon qualifying termination in connection with change in control .
• Equity: Full vesting of unvested stock options or other equity incentive awards that would have vested based solely on continued employment, upon qualifying termination within 24 months of a change in control .

Estimated payments (as of 12/31/2024):

Note: Table reflects proxy-calculated estimates; no separate general employment agreement terms for Stines were disclosed beyond the change-in-control agreement .

Compensation Structure Analysis

• Mix shift and structure (2024): For Stines, compensation mix emphasized fixed pay (59.0% salary), with balanced variable components (cash bonus 18.3%, equity 19.3%, other 3.4%), indicating moderate at-risk exposure relative to CEO/segment leaders .
• Metrics rigor: Incentive plan used core banking metrics (ROAA, deposit growth, loan growth, charge-offs) and a discretionary component, aligning pay with profitability and balance-sheet health .
• Clawback enforcement: Recovery was executed after financial statement corrections, including $159 for Stines, evidencing policy application and governance responsiveness .

Say-on-Pay, Peer Group, and Committee Practices

• Say-on-Pay approval: ~99% support at the 2024 annual meeting .
• Compensation consultant: Pearl Meyer engaged; peer groups include a bank-only peer set and a BaaS peer set to calibrate market competitiveness .
• Governance controls: Hedging/pledging limits, pre-clearance for Section 16 insiders, and formal clawback policy in place .

Investment Implications

• Alignment: Multi-year RSU vesting schedules and a prohibition on hedging/pledging (with narrow pledging exceptions) promote long-term alignment; Stines’ ownership is <1% of shares outstanding, which is typical for non-CEO roles but limits absolute “skin in the game” .
• Retention and overhang: Outstanding unvested RSUs (across 2021–2024 grants) imply steady vesting supply but also retention hooks; no options outstanding reduces volatility in potential selling pressure from exercises .
• Change-in-control economics: A 1x salary plus prior-year bonus COC multiple (with equity acceleration upon qualifying termination) is modest relative to CEO packages (e.g., CEO 3x), suggesting lower parachute-driven risk while still offering retention protection through equity vesting .
• Governance signal: The small but executed compensation recovery after restatement indicates board willingness to enforce clawbacks; insiders face pre-clearance and trading window constraints, lowering adverse trading signal risk .

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