Stephan Klee
COASTAL FINANCIALAbout Stephan Klee
Stephan Klee, 51, has served on Coastal Financial Corporation’s Board since 2018 and is an independent director. He is Chief Financial Officer at Sagard Holdings Inc. (since September 2018), bringing deep finance, private equity, and fintech experience from prior CFO and senior roles at Zenbanx, SoFi, Bank of Nova Scotia, ING Direct Canada (CFO/Treasurer), and ING Direct USA (Chief of Staff) . The Board has determined he is independent under Nasdaq rules; he currently chairs the Compensation Committee and sits on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zenbanx Holding, Inc. | Chief Financial Officer | Feb 2015–Sep 2017 | Led finance through a merger; remained in an executive capacity post-merger with SoFi |
| SoFi, Inc. | Executive capacity post-merger | 2017 (following Zenbanx merger) | Fintech scaling and integration exposure |
| Bank of Nova Scotia | Senior Vice President | Prior to 2011 | Large bank operating and finance experience |
| ING Direct Canada | CFO and Treasurer | 2011–2014 | Banking finance leadership (treasury, reporting) |
| ING Direct USA | Chief of Staff | 2002–2011 | Operations, strategy, and governance depth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sagard Holdings Inc. | Chief Financial Officer | Sep 2018–present | Investor in innovative financial services companies |
No other public company directorships are disclosed for Klee in CCB’s proxy materials .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Nasdaq standards) |
| Committee Assignments | Audit Committee – Member; Compensation Committee – Chair |
| Board/Committee Meetings | 2024: Board held 11 meetings; Audit 15; Compensation 3; Governance & Nominating 1 |
| Attendance | No director attended fewer than 75% of Board and key committee meetings in 2024 |
| Annual Meeting Attendance | Six directors attended the 2024 Annual Meeting of Shareholders |
| Compensation Committee Interlocks | None; compensation committee members were not officers/employees in 2024 |
| Independent Consultant | Pearl Meyer retained for executive and director compensation advice |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-Chair directors) | ~43,000 | Company discloses “approximately $43,000” cash for other directors |
| Committee Chair cash fee | 5,000 | Per committee chaired |
| Klee – Fees earned in cash (2024) | 47,917 | Reflects base + chair fees for 2024 service |
| Equity grant (restricted stock) – annual | ~60,000 | Restricted stock to directors; additional ~12,500 for Compensation Chair |
| Klee – Stock awards grant-date fair value (2024) | 72,519 | Restricted stock for 2024; vests one day prior to next annual meeting |
| Klee – Unvested director restricted shares at 12/31/2024 | 1,661 | Unvested restricted stock held |
Director equity awards vest 100% one day prior to the next annual meeting date .
Performance Compensation
Klee, as Compensation Committee Chair, oversees performance-linked incentives for Named Executive Officers (NEOs). Key 2024 goals and outcomes:
| Goal | Target | Actual | Achieved (%) |
|---|---|---|---|
| Return on Average Assets | 1.27% | 1.15% | 90.6% |
| Core Deposit Growth | 3.75% | 5.85% | 156.0% |
| Gross Loan Growth | 11.40% | 15.15% | 132.9% |
| Net Charge-offs (Community Bank) | 0.03% | 0.03% | 100.0% |
| Strategic Objectives | n/a | n/a | 100.0% |
The Compensation Committee uses multiple metrics, pays incentives 50% cash/50% time-based RSUs, and applies a proportional payout approach across threshold/target/max levels .
Other Directorships & Interlocks
- Public boards: None disclosed for Klee .
- Committee interlocks: None; no cross-director/executive interlocks reported for CCB’s Compensation Committee .
- Independent consultant: Pearl Meyer supports pay benchmarking and plan design .
Expertise & Qualifications
- Finance and private equity expertise from CFO roles at Sagard and Zenbanx; post-merger SoFi experience .
- Large-bank finance/operations tenure (Bank of Nova Scotia; ING Direct Canada/USA) supporting audit and compensation oversight .
- Board qualifications cited: experience in private equity and finance; well-qualified to continue serving on the Board .
Equity Ownership
| Holder | Shares Owned | Unvested RS (Director) | Percent of Class |
|---|---|---|---|
| Stephan Klee | 6,011 | 1,661 | <1% |
- Breakdown: 4,350 shares owned individually; 1,661 unvested restricted stock .
- Hedging prohibited; pledging prohibited with limited exceptions requiring capacity to repay without pledged securities .
- No pledge of Klee’s shares is disclosed; delinquent Section 16 reports noted for two other insiders, not for Klee .
Governance Assessment
- Board effectiveness: Klee chairs the Compensation Committee and sits on Audit, bringing seasoned finance oversight; Board independence confirmed; committees operate under written charters .
- Pay governance: Use of independent consultant (Pearl Meyer), multi-metric incentive design, caps, time-based RSUs, and an SEC/Nasdaq-compliant clawback policy; clawback was enforced after a restatement with full recovery of overpayment .
- Signals: Strong shareholder support—2024 say-on-pay received ~99% approval, indicating investor confidence in pay practices he oversees .
- Risk oversight: Material restatement in 2025 tied to BaaS accounting was overseen by Audit; Klee’s dual roles (Audit member, Compensation Chair) place him centrally in remediation and incentive integrity .
- Director alignment: Klee’s compensation mix includes cash retainer plus annual restricted stock with short vesting aligned to shareholder events (annual meeting); total 2024 director comp $120,436 supports alignment without performance-linked director equity (reduces short-term risk behaviors) .
- Conflicts/related-party: No related-person transactions reported involving Klee; legal services with a different director’s firm were approved under policy procedures .
Compensation Peer Groups (for NEO benchmarking): Bank-only peers (e.g., NIC, GABC, CTBI) and BaaS peers (e.g., TBBK, CASH, MCB, TFIN, GDOT) selected with Pearl Meyer; committee does not target fixed percentiles, applying judgment with market data .
Director compensation structure details (cash/equity amounts and chair add-ons) are transparent and consistent; equity vests ahead of the next meeting, supporting governance continuity while limiting multi-year lockups for directors .