Michael R. Patterson
COASTAL FINANCIALAbout Michael R. Patterson
Independent director since 2021 (current term expires 2026), age 64, and a New York–registered Certified Public Accountant. Patterson is Audit Committee Chair and designated by the Board as an “audit committee financial expert.” His 40+ years of cross-sector experience spans risk management, compliance, risk governance, financial accounting, and control, including senior roles at Ernst & Young LLP, Merrill Lynch & Co., BearingPoint, and Arthur Andersen LLP; he also served as Chief Compliance Officer at Genesis Global Trading/Genesis Global Holding Company (which entered Chapter 11 in January 2023). He serves as a director for United Texas Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesis Global Trading & Genesis Global Holding Company | Chief Compliance Officer | May 2022 – Jan 2024 | Company filed Chapter 11 in Jan 2023; role indicates deep compliance oversight during restructuring |
| Ernst & Young LLP (Financial Services Office) | Leader, Compliance Risk Management | Jan 2009 – Jun 2021 | Led compliance risk practice serving banking/capital markets clients |
| Ernst & Young LLP | Independent Consultant | Jul 2021 – Apr 2022 | Advisory capacity post-EY leadership |
| Merrill Lynch & Co.; BearingPoint; Arthur Andersen LLP | Various roles (financial accounting, controls) | Not disclosed | Experience cited broadly across financial/accounting/control matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Texas Bank | Director | Not disclosed | Current board service disclosed in CCB proxy |
Board Governance
- Committee assignments: Audit Committee Chair; not shown as a member of Compensation or Governance & Nominating Committees .
- Independence: Board determined Patterson is independent under Nasdaq rules; he is also designated an “audit committee financial expert” .
- Meeting cadence/engagement: Board held 11 regular meetings in 2024; Audit Committee met 15 times; Company disclosed that no director attended fewer than 75% of Board and key committee meetings in 2024 .
- Audit Committee Report: Patterson signed as Chair alongside other audit committee members, underscoring oversight of financial reporting, internal controls, and auditor independence .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 15 |
| Compensation Committee | Not a member | 3 (committee total) |
| Governance & Nominating | Not a member | 1 (committee total) |
| Board of Directors | Director | 11 (board total) |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $47,917 | Non-employee director cash; policy indicates ~$43,000 base plus $5,000 per committee chaired (Audit chair) |
| Stock Awards (Restricted Stock) | $75,008 | Director equity typically granted in May; vests 100% one day prior to the next annual meeting; Audit Chair receives an additional ~$15,000 in restricted stock |
| Total | $122,925 | Cash + equity as disclosed for 2024 |
Policy details (structure for all non-employee directors):
- Other directors received annual cash compensation of approximately $43,000; committee chairs receive an additional $5,000 per committee chaired; Audit Chair receives an additional ~$15,000 in restricted stock; annual restricted stock generally ~$60,000 for non-chair directors; Chair of the Board receives ~$63,000 cash and ~$90,000 in restricted stock; awards vest one day prior to the next annual meeting .
Performance Compensation
- No performance-based compensation disclosed for directors; equity awards are time-based restricted stock vesting fully one day prior to the next annual meeting (not tied to operational or TSR metrics for directors) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| United Texas Bank | Director | None disclosed with CCB | External board service |
Board-level related-party exposure (not attributed to Patterson):
- Legal services from Adams & Duncan, Inc., P.S. (partner is director Christopher D. Adams): $971,000 paid in FY2024; governed by related-person transaction policy and approved by the Board .
Expertise & Qualifications
- CPA (NY) with extensive expertise in risk management, compliance, risk governance, financial accounting, and control; most experienced in banking and capital markets .
- Board-designated “audit committee financial expert,” reinforcing proficiency in financial reporting and internal controls .
Equity Ownership
| Ownership Detail (Record Date: Mar 19, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Shares owned directly | 4,025 | <1% | Sole voting/investment power unless otherwise indicated |
| Unvested restricted stock | 1,718 | <1% | Director equity award pending vesting |
| Total beneficial ownership | 5,743 | <1% | As disclosed |
| Pledged shares | None indicated | — | Company notes “unless otherwise indicated, none of the shares listed are pledged” (Patterson not indicated as pledged) |
Hedging/pledging policy:
- Directors, officers, and employees are prohibited from hedging/speculative trading and generally prohibited from pledging Company securities, subject to limited exceptions requiring capacity to repay loans without resort to pledged securities .
Insider Trades & Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Late Section 16(a) filings in 2024 (Form 4) | None reported for Patterson | Company disclosed late filings for Eric Sprink (sale) and Brian Hamilton (grant of three equity awards), none for Patterson |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and Board-designated audit financial expert—strong alignment with oversight of internal controls, auditor independence, and financial reporting; no pledging; no late Section 16 filings; equity-based director pay fosters ownership alignment via time-based restricted stock .
- Engagement: Audit Committee met 15 times in 2024; Company states no director attended fewer than 75% of Board/key committee meetings, indicating baseline engagement standards were met .
- Watch items: Patterson chaired the Audit Committee amid the Company’s 2025 restatements of 2023 (annual and quarterly) and certain 2024 quarters tied to CCBX accounting (interest income/expense recognition and partner reimbursements); while the Board disclosed a clawback recovery of $2,873 from covered officers (post Oct 2, 2023 incentive awards), sustained audit rigor and remediation oversight remain important signals for investor confidence .
- Board-level conflicts: Significant related-party legal spend with a director’s law firm ($971,000) highlights need for vigilant conflict management; as Audit Chair, Patterson’s oversight of related-person policies and disclosure is a focal point for governance quality .