Brandon Soto
COASTAL FINANCIALAbout Brandon Soto
Brandon J. Soto is Executive Vice President and Chief Financial Officer of Coastal Financial Corporation (CCB) and Coastal Community Bank, appointed September 22, 2025, effective October 1, 2025; age 51, reporting to the CEO and serving as principal financial officer with Sarbanes-Oxley certifications on the Q3 2025 Form 10-Q . He holds an MBA with a Graduate Certificate in Accounting from Westminster University, a BS in Finance and Accounting from the University of Utah, and is a licensed CPA in Utah; he is a graduate of the McKinsey Hispanic & Latino Executive Leadership Program . Prior track record includes building and scaling Square Financial Services (Block, Inc.) as CFO, securing FDIC and Utah DFI charter approvals, and leading finance/treasury at Green Dot Bank (CFO/CAO), Sallie Mae Bank (Controller), and roles at JPMorgan Chase, Discover Financial Services and others; his initial CCB performance incentives are explicitly tied to stock price hurdles through PSUs, aligning pay with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Square Financial Services (Block, Inc.) | Chief Financial Officer | 7 years (noted) | Led finance/treasury; authored charter application; secured FDIC and Utah DFI approvals; maintained capital and ALM discipline |
| Green Dot Bank (Green Dot Corporation) | Chief Financial Officer; Chief Administrative Officer | Not disclosed | Scaled financial and reporting infrastructure; broadened operational perspective |
| Sallie Mae Bank | Controller | Not disclosed | Senior controllership during rapid growth |
| JPMorgan Chase; Discover Financial Services; Toyota Financial Savings Bank; Franklin-Templeton Bank & Trust; First USA Paymentech; Volvo Commercial Credit Corp; Allegiance Direct Bank; Chrysler Financial Bank (in application) | Finance/Treasury roles | Not disclosed | Built foundation across accounting, forecasting, treasury, regulatory reporting |
External Roles
No public company directorships or external board roles disclosed for Soto; 8-K Item 5.02 notes no arrangements/related-party interests pursuant to Regulation S-K Item 404(a) .
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base Salary | $500,000 | Annual base, reviewed at least annually; cannot be decreased |
| Signing Bonus | $15,000 | Payable on or before start date |
| Target Annual Cash Bonus | 50% of base salary | Under the Bank’s annual cash incentive plan; goals set annually by Compensation Committee |
| 401(k) | 50% match up to 10% contribution | Auto-enrollment at 5% deferral; match eligibility per plan |
| Vacation | 5 weeks | Prorated based on start date |
| Life Insurance Reimbursement | Up to $400 per month | Additional eligibility for company life plans |
| Technology/Connectivity | Approx. $200 per month reimbursement | Phone, laptop, mobile/home data per IT policy |
| Health Benefits | HDHP, Surest, PPO; wellness premium discounts | Eligible first of month following hire date |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Company performance vs objectively defined goals set by Compensation Committee | Not disclosed | 50% of base salary target | Not disclosed | Annual determination by Committee |
| Performance-Based RSUs (PSUs) – 15,000 shares | Stock price hurdles sustained for 60 continuous trading days at 133%, 166%, and 200% of grant-date price; pro-rata earning between hurdles | Not disclosed | 15,000 PSUs eligible | Not disclosed | Earned PSUs vest on each grant anniversary when earned or on the fourth anniversary (Vesting Date), subject to continuous employment; CoC and death/disability provisions apply |
| Time-Based RSUs – 18,000 shares | Service-based | Not applicable | 18,000 RSUs granted | Not applicable | Graded 4-year vest: 4,500 shares each on 10/01/2026, 10/01/2027, 10/01/2028, 10/01/2029 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Equity Grants | 33,000 RSUs total: 18,000 time-based RSUs; 15,000 PSUs with stock-price performance conditions |
| RSU Vesting Schedule | 4,500 RSUs on each of 10/01/2026, 10/01/2027, 10/01/2028, 10/01/2029 |
| PSU Performance Framework | Earn based on stock price sustained for 60 trading days at hurdles of 133%, 166%, 200% of grant-date price; vest on anniversaries as earned or at four-year Vesting Date, subject to employment; Highest Sustained Stock Price used for CoC calculation |
| Hedging/Pledging | Hedging prohibited; pledging prohibited with limited exceptions requiring demonstrated capacity to repay without resort to pledged shares |
| Insider Trading Policy | Pre-clearance, window limitations, prohibition on short sales and public options; Rule 10b5-1 procedures |
| Ownership Guidelines | Not disclosed in 2025 proxy for executives; no specific salary multiple policy identified |
Employment Terms
| Term | Provision |
|---|---|
| Position/Start | EVP & CFO of Holding Company and Bank; effective October 1, 2025 |
| Agreement Term | Four-year initial term from October 1, 2025; automatic one-year renewals absent 90-day non-renewal notice |
| Reporting | Reports to Chief Executive Officer; duties as directed by CEO and Holding Company Board |
| Non-Compete | 12 months post-termination in specified BaaS/depository/lending competitive activities within Restricted Area; applies if terminated after Sep 15, 2026 and severance elected/paid or elected by Company with salary continuation and benefits; payments conditioned on ongoing compliance |
| Non-Solicit | 18 months post-termination, restrictions on customers and employees |
| Non-Disparagement | Applies during term and thereafter |
Severance & Change-in-Control Economics
| Scenario | Cash Severance | Bonus Treatment | Health Benefits | Equity Treatment | Conditions |
|---|---|---|---|---|---|
| Termination Without Cause or for Good Reason (post-2nd anniversary; outside CoC window) | Severance Amount equal to 1x current base salary, paid in monthly installments over 1 year (first payment at day 60) | Lump-sum on day 60 for pro rata target bonus for year of termination using target achievement fraction of days employed | COBRA premium reimbursement net of active employee premium for up to 1 year (or taxable equivalent) | Unvested equity vests to extent it would have vested within 1 year based on continued employment; effective when release becomes irrevocable | Release agreement execution and no revocation; ongoing compliance with obligations |
| Change-in-Control: Terminated Without Cause within 1 year post-CoC | Lump-sum CIC Severance Amount equal to prior-year base salary + prorated cash Annual Bonus earned for prior year, paid on day 60 | As above (included in CIC amount definition) | Lump-sum equal to 24x monthly COBRA charge minus active employee charge within 60 days | Full vesting of unvested time-based equity that would have vested based solely on continued employment; PSUs earned based on Highest Sustained Stock Price equal to per-share CoC consideration and vest per PSU terms (potential double trigger) | Release agreement; compliance with covenants |
| Death/Disability | Accrued benefits; salary continuation net of LTD for 1 year in disability; COBRA reimbursement for spouse/dependents up to 12 months | Not disclosed | As noted | Equity vests to extent that would have vested within 1 year (time-based); PSUs pro-rated by months worked based on Highest Sustained Stock Price | N/A |
Clawbacks & Recoupment
- Company clawback policy compliant with SEC/Nasdaq: repayment of incentive compensation after restatement, and recovery for fraudulent/intentional illegal conduct .
- Banking “golden parachute” clawback: return of payments if findings of fraud, fiduciary breach, material violations, or insolvency/troubled condition responsibility; 15-month incentive recoupment window per policy/law .
- Up-Front Payments (signing bonus) recoupment: 100% if termination (other than death/disability) on or before first anniversary; 50% if after first anniversary but before second; repayment within 30 days; offset rights .
Investment Implications
- Pay-for-performance alignment is strong: initial equity is 33,000 RSUs with 15,000 PSUs earned on sustained stock-price hurdles (133%/166%/200% of grant), explicitly tying a significant portion of compensation to shareholder returns and price durability .
- Retention risk and competitive constraints are mitigated by a four-year term, 12-month non-compete in BaaS and lending domains, 18-month non-solicit, and severance payable over time unless in CoC; PSU vesting requires continuous employment, encouraging tenure .
- Change-in-control economics are modest versus typical banking peers (no multi-year cash multiple), but include generous health benefit coverage and time-based equity acceleration; PSUs use CoC per-share consideration for “Highest Sustained Stock Price,” creating potential for event-driven vesting, a relevant trading signal around corporate actions .
- Governance safeguards (hedging/pledging prohibitions, insider trading pre-clearance/windows, SEC/Nasdaq clawback, banking clawback) reduce misalignment and misconduct risk; 8-K confirms no related-party conflicts at appointment .