Christopher D. Adams
COASTAL FINANCIALAbout Christopher D. Adams
Christopher D. Adams, age 45, has served as a director of Coastal Financial Corporation (CCB) since 2016 and currently serves as Chair of the Board; he is a partner at Adams & Duncan, Inc., P.S. in Everett, Washington (since 2006) practicing corporate law, commercial real estate, and tax, bringing legal expertise and local market familiarity to the Board . The Board separates the CEO and Chair roles, with Eric M. Sprink as CEO and Mr. Adams as Chair, reinforcing Board oversight; however, Adams is not considered independent under Nasdaq standards because his law firm provides legal services to the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coastal Financial Corporation (CCB) | Director; Chair of the Board | Director since 2016; currently nominated to serve until the 2028 annual meeting | Separation of CEO/Chair enhances oversight; Adams is not a member of Audit, Compensation, or Governance & Nominating committees |
| Adams & Duncan, Inc., P.S. (law firm) | Partner | Since 2006 | Practices corporate law, commercial real estate, and tax; firm provides legal services to CCB |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | The 2025 proxy provides biography, qualifications, and nominations; no other public company directorships for Adams are disclosed |
Board Governance
- Independence: The Board determined all directors are independent except Eric M. Sprink (CEO), Brian T. Hamilton (CCBX President), and Chris Adams, who is a partner at Adams & Duncan, a law firm providing services to CCB .
- Leadership: Board separates CEO and Chair; Adams serves as Chair, which the Board views as good governance to eliminate inherent conflicts when roles are combined .
- Committee assignments: As of March 19, 2025, Adams is not listed on the Audit, Compensation, or Governance & Nominating committees; committee memberships are composed of independent directors .
- Meetings: Board held 11 regular meetings in 2024; no director attended fewer than 75% of the meetings of the Board and key committees on which they served . Six directors attended the 2024 Annual Meeting of Shareholders (names not specified) .
| Committee (2024) | Adams Membership | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit | No | — | 15 |
| Compensation | No | — | 3 |
| Governance & Nominating | No | — | 1 |
Fixed Compensation
- Program structure: Chair of the Board receives ≈$63,000 cash; other directors receive ≈$43,000 cash; committee chairs receive an additional $5,000 per committee chaired .
| Name | Period | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Christopher D. Adams | FY2024 | $62,917 | $90,027 | $152,944 |
| Role | Cash Retainer (FY2024) | Notes |
|---|---|---|
| Chair of the Board | ≈$63,000 | Adams’ reported cash fees align with Chair cash retainer |
| Other Directors | ≈$43,000 | Committee chairs: +$5,000 per committee |
Performance Compensation
- Equity structure: Non‑employee directors receive restricted stock; grants occur in May and vest 100% one day prior to the next annual meeting. Chair of the Board receives ≈$90,000 in restricted stock; other directors ≈$60,000; additional RS amounts for committee chairs vary by committee (Audit Chair +$15,000; Compensation and Non‑Financial Risk Chairs +$12,500; all other Chairs +$10,000) .
- Unvested at YE: Adams held 2,062 unvested restricted shares as of December 31, 2024 .
- Performance metrics: Director equity is time-based, with no disclosed performance (financial/ESG/TSR) conditions .
| Metric | Grant Timing | Grant Type | Grant Value ($) | Unvested Shares at 12/31/2024 | Vesting Terms |
|---|---|---|---|---|---|
| Director equity (Adams) | May annually | Restricted stock | $90,027 (grant date fair value) | 2,062 | Vests 100% one day prior to next annual meeting |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Financial/TSR/ESG metrics | None disclosed; equity is time‑based |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks | None of the 2024 Compensation Committee members were officers/employees; no executive officer served on another company’s board/comp committee with reciprocal executive overlap |
| Other public company boards (Adams) | None disclosed in the proxy biography |
Expertise & Qualifications
- Legal expertise in corporate law, commercial real estate, and tax; deep familiarity with CCB’s market area, cited as the rationale for his Board role .
- Serves as Chair overseeing Board leadership separate from the CEO role; Board views this separation as reducing conflicts and strengthening oversight .
- The Governance & Nominating Committee targets fintech/digital banking skills and diverse experience for Board composition (context for Board skill mix) .
Equity Ownership
| Holder | Record Date | Total Beneficial Ownership (Shares) | Direct/Common | Unvested Restricted | Percent of Class | Pledged |
|---|---|---|---|---|---|---|
| Christopher D. Adams | March 19, 2025 | 26,929 | 24,867 | 2,062 | <1% | None indicated |
- Footnote: Beneficial ownership percentages based on 15,007,465 shares outstanding as of March 19, 2025 .
- Policy note: Hedging is prohibited; pledging is prohibited except limited exceptions requiring demonstration of capacity to repay without resort to pledged shares; Section 16 insiders must pre‑clear trades and adhere to window restrictions .
Governance Assessment
-
Positives:
- Separation of CEO and Chair roles; Adams as Chair supports independent oversight of management and risk, consistent with Board governance rationale .
- No director attended fewer than 75% of Board/key committee meetings in 2024; Board met 11 times, indicating ongoing engagement .
- Committee membership composed of independent directors; clear charters and responsibilities; robust Audit Committee scope including risk oversight .
-
RED FLAGS / Conflicts:
- Non‑independent Board Chair: Adams is not independent due to his partnership at Adams & Duncan, which provides legal services to CCB—this concentration of leadership in a non‑independent chair is atypical and may be viewed negatively by investors .
- Related‑party transaction magnitude: CCB paid Adams & Duncan $971,000 for legal services in FY2024; while approved under policy with abstention procedures, the size and ongoing nature of this relationship present perceived conflicts and potential optics risk for governance .
- Committee absence: Adams is not a member of the Audit, Compensation, or Governance & Nominating committees—appropriate given non‑independence, but it limits direct committee‑level engagement on key oversight areas .
-
Mitigants and Controls:
- Related‑party transactions are reviewed under Board policy considering arms‑length terms, conflict assessment, and availability from unaffiliated providers; interested directors abstain from voting (recusal) .
- Director hedging/pledging restrictions and trading pre‑clearance reduce alignment and market conduct risks; Adams has no indicated pledging of shares .
-
Investor Implications:
- The combination of a non‑independent Board Chair with substantial related‑party legal fees is likely to draw governance scrutiny; monitoring for continued recusal compliance, fee trend moderation, and periodic consideration of independent Board leadership could be prudent .
- Ownership alignment is modest (<1% of shares); equity retainer exceeds cash in 2024 ($90,027 vs. $62,917), which supports some alignment but is time‑based without performance conditions .