Gregory A. Tisdel

About Gregory A. Tisdel

Independent director of Coastal Financial Corporation (CCB) since 2002; age 70; current term expires in 2026. Background includes operational leadership and civic governance across local business and public agencies; no formal education details disclosed in the proxy. Core credentials: audit and compensation committee experience, community engagement, and familiarity with the company’s Puget Sound market area .

Past Roles

External Roles

Board Governance

• Independence: Identified as “Independent Director” under Nasdaq rules .
• Committees:
  • Audit Committee: Member; committee met 15 times in 2024 .
  • Compensation Committee: Member; committee met 3 times in 2024 .
• Attendance: Board held 11 meetings in 2024; no director attended fewer than 75% of Board and key committee meetings on which they served .
• Board leadership structure: Separate Chair (Christopher D. Adams) and CEO roles; governance charters and financial expert designation for Audit Committee (Michael R. Patterson) .
• Risk oversight: Board/committees oversee financial reporting, compensation risk, governance conflicts, cybersecurity, and BaaS non‑financial risk (via Non‑Financial Risk Committee) .

Fixed Compensation (Director)

• Program structure: Non‑employee directors typically receive approximately $43,000 cash plus restricted stock (~$60,000), with additional cash/equity only for committee chairs; chair of Board receives higher retainers and equity .

Performance Compensation (Director)

Directors’ compensation is service‑based (cash retainer + time‑vested restricted stock). No director performance metrics or formulaic PSUs/options are disclosed for non‑employee directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Market familiarity and leadership experience in local business and civic roles; active in community organizations .
• Board-level experience on Audit and Compensation committees; independence reinforces governance quality .
• No formal education credentials disclosed in proxy; selection criteria emphasize integrity, time commitment, independence, finance/regulatory experience, and local market ties .

Equity Ownership

Governance Assessment

• Board effectiveness: Independent director on two core committees (Audit, Compensation), supporting financial reporting integrity and pay governance. Attendance threshold met; committee load appropriate given 2024 meeting cadence .
• Alignment and pay: Director compensation is modest and primarily service‑based RSAs vesting annually; mix (~$42.9k cash, ~$60.0k equity) supports shareholder alignment without performance gaming risk .
• Conflicts/related parties: No related party transactions disclosed involving Tisdel; legal services fees involved another director (Christopher D. Adams). Ordinary course director/officer banking relationships were on market terms, with oversight and no problem loans as of year‑end 2024 .
• Risk indicators: Company disclosed a 2025 restatement of prior periods (balance sheet/cash flow corrections tied to BaaS accounting) and applied clawback to minimal 2023 overpayments ($2,873 aggregate) for covered officers; demonstrates functioning recovery policy and Audit Committee engagement. This is a governance watch item but not linked to Tisdel personally .
• Shareholder signals: 2025 annual meeting results showed strong support: say‑on‑pay approved (10,872,569 For vs 616,149 Against), Omnibus Plan amendment approved (8,768,836 For vs 2,640,361 Against), and bylaw amendments (removal of mandatory retirement age; board amendment flexibility with limits) overwhelmingly approved—implications for director tenure beyond age 72 (Tisdel age 70) and board refresh dynamics .
• Compensation oversight: Compensation Committee uses independent consultant (Pearl Meyer), maintains clawback policy, and benchmarks to bank and BaaS peer groups—supports disciplined compensation governance .

RED FLAGS: None specific to Tisdel disclosed. Portfolio‑level watch items include the 2025 restatement (BaaS accounting controls), and bylaw changes removing the mandatory retirement age (risk of diminished structural refresh), though shareholder approval indicates investor acceptance .

Say‑on‑Pay & Peer Framework (Context)

• 2025 say‑on‑pay vote: 10,872,569 For; 616,149 Against; 40,232 Abstain; broker non‑votes 929,202 .
• 2024 say‑on‑pay: ~99% approval of votes cast (historical reference) .
• Compensation consultant: Pearl Meyer engaged in 2024 .
• Peer groups used for benchmarking executive pay: bank peers and BaaS peers (list disclosed) .

Insider Filings Compliance

No director‑specific Form 4 transactions for Tisdel are detailed in the proxy; Section 16 compliance section does not identify any late filings for Tisdel .

Director Compensation Details (Program Reference)

• Non‑employee director cash compensation: Chair ~$63,000; other directors ~$43,000; committee chair adds $5,000 .
• Equity: Restricted stock grants (~$60,000 for directors; higher amounts for chairs); vests 100% one day prior to next annual meeting; no dividends on unvested awards under plan; double‑trigger change‑in‑control vesting .

Committee Assignments (Board‑wide reference)

Audit Committee financial expert: Michael R. Patterson .

Related Party Transactions (2024)

• Legal services: $971,000 paid to Adams & Duncan, Inc. P.S. (director Christopher D. Adams is a partner) .
• Ordinary banking relationships: Loans to directors/officers/family/affiliates totaled $12.6 million; deposits $3.9 million; all at market terms; no nonaccrual/past‑due/restructured/problem loans as of 12/31/2024 .