Brian T. Hamilton
COASTAL FINANCIALAbout Brian T. Hamilton
Brian T. Hamilton (age 47) is President of CCBX (the Banking-as-a-Service division) and a director of Coastal Financial Corporation, appointed to the CCBX role on September 30, 2024 and elected to the board in 2024 . He is a fintech operator and entrepreneur with >25 years across banking, lending, payments and digital products; roles include President, Capital One Merchant Services (2013–2015), Verifone executive (2012–2013), Wells Fargo (1998–2006), and founder/CEO of ONE (acquired by a Walmart-led JV; 2019–2023); he also founded Azlo and helped build BBVA’s sponsor banking platform . Company pay-versus-performance data shows strong 2024 stockholder returns (value of $100 invested at 12/31/2020 grew to $404.33 by 12/31/2024), reflecting broader performance context for incentive design; 2024 ROAA was 1.15% vs a 1.27% target with core deposit and loan growth above targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONE (One Finance Inc.) | Co-founder & CEO | Jan 2019–Aug 2023 | Scaled consumer fintech; exited to Walmart-led JV; deep digital platform and settlement expertise . |
| Capital One | President, Merchant Services | Jan 2013–Feb 2015 | Led merchant services; payments leadership relevant to CCBX partner ecosystem . |
| Verifone | Senior leadership | Jan 2012–Jan 2013 | Payments/device infrastructure experience . |
| Wells Fargo | Various roles | Jul 1998–Mar 2006 | Banking operations/foundation skills; commercial banking certification . |
| Azlo; BBVA Open Platform | Founder; sponsor banking buildout | Prior to 2019 | Launched SME digital bank; built sponsor banking capabilities (BaaS antecedent) . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Till Financial Inc. | Director | Current (not separately dated) . |
| Pocketbook Inc. | Director | Current (not separately dated) . |
| Frontlands Inc. | Director | Current (not separately dated) . |
Fixed Compensation
| Year | Base Salary (annualized) | Salary Paid (partial year) | Target Bonus % | Actual Bonus (cash) | Non-Equity Incentive Plan (cash) | Notes |
|---|---|---|---|---|---|---|
| 2024 | $470,000 | $120,191 | Not disclosed | $40,526 | $59,474 | Eligible for annual cash plan and equity incentives . |
- The executive incentive plan pays 50% cash and 50% RSUs; RSUs vest over four years (annual grants linked to prior-year performance) .
Performance Compensation
Annual incentive design and 2024 outcomes:
| Metric | Weighting (Hamilton) | Target | Actual | Achieved (%) | Payout Mechanics |
|---|---|---|---|---|---|
| Return on Average Assets (ROAA) | 40% | 1.27% | 1.15% | 90.6% | Plan uses threshold/target/max with proportional interpolation; 50% paid in cash (2025) and 50% in RSUs (2025) with 4-year vesting . |
| Core Deposit Growth | 12.5% | 3.75% | 5.85% | 156.0% | Same as above . |
| Gross Loan Growth | 12.5% | 11.40% | 15.15% | 132.9% | Same as above . |
| Net Charge-Offs (community bank) | 10% | 0.03% | 0.03% | 100.0% | Same as above . |
| Strategic Objectives | Included via Board Discretionary (25%) | Internal targets | Met (plan disclosure) | 100.0% | 50% cash / 50% RSUs (4-year vest) . |
Equity awards granted upon hiring (separate from annual plan):
| Grant Date | Type | Shares | Performance / Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| 9/30/2024 | RSUs | 25,000 | Time-based: 16.28% vests 4/30/2025; then 2.3256% monthly to 4/30/2028 . | $1,349,750 . |
| 9/30/2024 | PSUs (Stock Price) | 60,000 (threshold/target/max 20k/40k/60k) | Eligible monthly 10/1/2024–4/30/2028; vest at sustained stock prices for 60 trading days: $75 (20k), $90 (up to 40k), $105 (up to 60k) . | $1,079,800 (threshold) . |
| 9/30/2024 | PSUs (Relative ROAE) | 15,000 (target) | Vests 4/30/2028 if ROAE ≥ 80th percentile vs comparator group over 4 years . | $809,850 . |
| 5/30/2024 | RSAs (Director service pre-employment) | 2,034 | Vest one day prior to 2025 annual meeting . | Included in director comp . |
Plan-level guardrails: minimum 1-year vesting; double-trigger vesting on change-in-control; no dividends on unvested awards; no option/SAR repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,104 shares (<1%); includes 2,034 unvested RSAs and 4,070 RSUs vesting within 60 days of 3/19/2025; excludes 75,000 unvested PSUs and 21,599 unvested RSUs . |
| Outstanding unvested awards at 12/31/2024 | 25,000 RSUs ($2,122,750 at $84.91); 20,000 PSUs (price-hurdle) ($1,698,200); 15,000 PSUs (ROAE) ($1,273,650); 2,034 RSAs ($172,707) . |
| Option holdings | None . |
| Hedging & pledging | Hedging prohibited; pledging prohibited except limited pre-approved cases (must demonstrate ability to repay without pledged shares) . |
| Trading governance | Pre-clearance required for Section 16 insiders; quarterly blackout periods from the 15th of the last month of each quarter until two trading days after earnings; 10b5‑1 plans allowed only when not in possession of MNPI . |
Vesting supply considerations:
- Time-based RSUs: 4,070 shares vest on 4/30/2025; ~581 shares monthly thereafter to 4/30/2028, subject to trading windows and pre-clearance .
- Price-based PSUs: incremental vesting tranches may be earned/settled upon sustained price hurdles; monitor $75/$90/$105 60-day thresholds for potential incremental unlocks (subject to service and plan terms) .
Employment Terms
| Provision | Terms |
|---|---|
| Role/Start | President, CCBX effective 9/30/2024; 4-year initial term with auto one-year renewals . |
| Compensation | Base salary $470,000; eligible for annual cash incentive and equity under 2018 Plan . |
| Severance (no CIC) | If terminated without cause/for good reason: cash severance equal to 1x base salary paid monthly; pro-rata bonus; up to 12 months COBRA; vesting of equity that would vest within 1 year based solely on continued service . |
| Change-in-control (double-trigger) | If qualifying termination within 1 year after CIC: lump sum 2x (base + prior year cash bonus); 24 months COBRA; full vesting of unvested equity (except as explicitly provided by award agreements) . |
| Restrictive covenants | 1-year non-compete; 12-month non-solicit; confidentiality, non-disparagement and cooperation covenants . |
| Disability | Lump sum equal to 1x base salary; 12 months COBRA; vesting of equity that would vest within 1 year based solely on continued service . |
| Clawback | Company-wide SEC/Nasdaq-compliant clawback; restatement led to minor 2023 recoveries from then-covered officers (aggregate $2,873); applies to incentive comp received on/after 10/2/2023 . |
Potential payments (as of 12/31/2024 assumptions):
| Scenario | Severance Pay | Equity Vesting | Health Benefits | Total |
|---|---|---|---|---|
| Termination without cause/good reason | $570,000 | $740,500 | $7,138 | $1,317,638 |
| Qualifying termination in connection with CIC | $957,414 | $2,122,750 | $14,275 | $3,094,439 |
| Death | $0 | $0 | $0 | $0 |
| Disability | $470,000 | $740,500 | $7,138 | $1,217,638 |
Board Governance (dual-role implications)
- Director since 2024; currently an employee-director (President, CCBX) and therefore not independent; the board has determined all directors are independent except the CEO (Sprink), Hamilton (employee), and Chris Adams (professional services relationship) .
- Committee roles: none listed for Hamilton; all standing committee members are independent .
- Board leadership: independent Chair (Christopher D. Adams) separate from CEO (Sprink), mitigating CEO+Chair concentration; committees oversee risk, compensation, nominations, and a dedicated Non-Financial Risk Committee oversees BaaS risks .
- Attendance: no director attended fewer than 75% of board and key committee meetings in 2024 .
- Director compensation (pre-employment 2024): $34,167 cash and $88,804 equity as a non-employee director; no director pay post-employment .
Director Compensation (for director service in 2024 prior to employment)
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash | $34,167 |
| Stock Awards (grant-date fair value) | $88,804 |
| Total | $122,971 |
Compensation Structure Analysis
- Mix and philosophy: Emphasis on pay-for-performance with annual cash incentives tied to ROAA, core deposits, loan growth and credit quality, and long-term equity emphasizing PSUs with absolute stock price hurdles and relative ROAE; 2024 NEO compensation split shows Hamilton’s equity-heavy onboarding grants to align and retain (94.3% equity in 2024 mix) .
- Performance calibration: 2024 corporate outcomes exceeded targets on deposit/loan growth and met NCO targets, with ROAA modestly below target, supporting balanced payout calibration; plan caps and multi-metric design mitigate excessive risk-taking .
- Governance guardrails: Double-trigger CIC vesting, 1-year minimum vesting, no dividend on unvested awards, and clawback are shareholder-friendly; hedging/pledging constraints reinforce alignment .
- Peer benchmarking: Pearl Meyer engaged; two peer sets (bank-only and BaaS peers) used for market context rather than hard percentiles, tempering ratcheting risk .
- Say-on-pay support: 2024 approval ~99%, indicating strong shareholder endorsement of pay design .
Risk Indicators & Red Flags
- Restatement/material weaknesses: 2024 10-K restated prior periods due to BaaS accounting; adverse ICFR opinion (material weaknesses) increases execution risk in CCBX scaling; clawback review resulted in small recoveries (not among NEOs listed including Hamilton given start date) .
- Related party nuance: CTO appointment disclosed as Hamilton’s first cousin; company disclosed relationship and no Item 404(a) material interest for Hamilton; monitor for governance optics .
- Section 16 timeliness: One late Form 4 for Hamilton (grant of three equity awards) noted; immaterial but governance teams should tighten controls amid higher vesting cadence .
- CRE concentrations (bank-wide): Non-owner-occupied CRE at 184.2% of total risk-based capital; mitigants include enhanced underwriting and oversight; not directly tied to Hamilton but relevant to overall risk profile .
Equity Overhang and Potential Selling Pressure
- Outstanding awards under plan: Hamilton had 100,669 shares subject to other stock awards outstanding with an indicated market value of ~$8.5M at $84.44 (reflecting RSUs/PSUs) as of 3/19/2025 overhang table; monthly RSU vesting and potential PSU unlocks can create periodic supply as windows permit .
- Policy mitigants: Pre-clearance, blackout periods, and ability to utilize 10b5‑1 trading plans reduce ad hoc sales variability .
Employment Contracts, Severance, and CIC Economics
- One-year severance multiple (cash) on non-CIC termination with partial equity acceleration; two-times multiple plus full equity acceleration on double-trigger CIC termination; 1‑year non-compete/12‑month non-solicit protect franchise .
- Plan-level CIC: Double-trigger; no single-trigger vesting .
- No tax gross-ups disclosed; COBRA benefits specified .
Compensation Peer Group (for benchmarking)
- Bank peers include Nicolet, German American, Community Trust, Great Southern, Mid Penn, and others (asset sizes ~$2.9B–$8.8B) .
- BaaS peers include The Bancorp, Pathward, Metropolitan Bank, Triumph, Green Dot, VersaBank, MVB, Cass, Esquire .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval approximately 99% .
- Clawback compliance and independent consultant engagement disclosed; board commits to ongoing investor engagement .
Investment Implications
- Alignment/upside: Heavy performance equity (absolute stock price hurdles at $75/$90/$105 and relative ROAE PSUs) ties Hamilton’s realized pay to multi-year value creation, a positive alignment signal; monthly PSU eligibility creates transparent milestones that, if approached, can catalyze incremental unlocks .
- Retention: Four-year term, equity vesting through April 2028, and non-compete/non-solicit reduce near-term retention risk despite fintech market demand for talent .
- Supply watch: Expect modest, programmatic share sales tied to monthly RSU vesting and any PSU achievements during open windows/10b5‑1 plans; monitor proximity to $90/$105 sustained thresholds for potential additional unlocks .
- Execution risk: BaaS restatement and ICFR weaknesses elevate oversight needs; governance structures (Non-Financial Risk Committee, clawback, independent chair) and disclosed credit enhancement structures in CCBX are mitigants but require close tracking as CCBX scales .