Thomas D. Lane
COASTAL FINANCIALAbout Thomas D. Lane
Thomas D. Lane (age 55) is an independent director of Coastal Financial Corporation (CCB) and a founding director, serving on the Board since 1997. He is owner, president, and CEO of Dwayne Lane’s Auto Family, operating five automobile dealerships since March 1992, and is active in community organizations with prior service on the Economic Alliance Snohomish County board of trustees. He was nominated in 2025 to serve a three-year term through the 2028 annual meeting and is affirmed by the Board as independent under Nasdaq rules. Qualifications cited include leadership experience and familiarity with CCB’s market area.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dwayne Lane’s Auto Family | Owner, President & CEO | Since March 1992 | Brings leadership and market familiarity to CCB; founding director of the Company. |
| Coastal Financial Corporation (Board) | Director | Since 1997 | Founding director; nominated for re-election to serve until 2028. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Economic Alliance Snohomish County | Board of Trustees (previously served) | Not disclosed | Community engagement; regional economic organization. |
No other public company directorships for Mr. Lane are disclosed in the proxy.
Board Governance
- Independence: The Board determined all directors except the CEO (Eric Sprink), CCBX President (Brian Hamilton), and Chris Adams are independent; Mr. Lane is independent under Nasdaq rules.
- Attendance: The Board held 11 regular meetings in 2024; no director attended fewer than 75% of Board and key committee meetings (Audit, Compensation, Governance & Nominating). Six directors attended the 2024 annual meeting.
- Committee roles: Mr. Lane is Member—Audit Committee; Member—Compensation Committee; Chair—Governance & Nominating Committee.
- Audit Committee participation: Listed as a member in the Audit Committee Report.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit Committee | Member | 15 |
| Compensation Committee | Member | 3 |
| Governance & Nominating Committee | Chair | 1 |
| Board of Directors | Director | 11 Board meetings held in 2024 |
- Risk oversight context: The Governance & Nominating Committee oversees independence and conflicts; Audit oversees financial reporting/internal control; Compensation oversees compensation risk; Board also notes a Non-Financial Risk Committee focused on BaaS risk.
Fixed Compensation
- Structure: In 2024, other directors received approximately $43,000 annual cash; committee chairs received an additional $5,000 per committee chaired; the Chair of the Board received ~$63,000 cash (context for overall program).
- Mr. Lane’s 2024 cash fees: $52,917.
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 52,917 | Mr. Lane 2024 cash fees. |
| Committee Chair Cash | 5,000 | Per committee chaired (program-wide policy). |
Performance Compensation
- Equity form and timing: Non-employee directors (excluding the Chair of the Board) received approximately $60,000 in restricted stock granted in May each year; awards vest 100% one day prior to the next annual meeting.
- Chair equity differentials: Audit Chair receives an additional ~$15,000 RS; Compensation and Non-Financial Risk Chairs receive an additional ~$12,500 RS; all other committee chairs receive an additional ~$10,000 RS; Chair of the Board receives ~$90,000 RS.
- Mr. Lane’s 2024 stock awards (grant-date fair value): $80,029; unvested restricted shares as of 12/31/24: 1,833.
| Metric | Value | Detail |
|---|---|---|
| Stock Awards ($) | 80,029 | 2024 grant-date fair value. |
| Unvested Restricted Shares | 1,833 | As of December 31, 2024. |
| Grant Timing | May | Annual director grants. |
| Vesting | 100% one day prior to next annual meeting | Time-based RS only; no performance metrics disclosed for directors. |
| Additional RS for Chair Role | ~10,000 | For “all other” committee chairs (applies to Governance Chair). |
No performance metrics tied to director equity are disclosed (director RS vest is time-based).
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Mr. Lane in the proxy. |
Board-level related-party context:
- Legal services: The Company paid $971,000 in 2024 to Adams & Duncan, Inc. P.S., where director Chris Adams is a partner.
- Ordinary banking relationships: As of 12/31/24, $12.6 million of loans outstanding to directors/officers, their families, and affiliates; deposits totaled $3.9 million; loans made on market terms; none categorized as nonaccrual, past due, restructured, or potential problem loans.
Expertise & Qualifications
- Leadership and local market expertise from operating five auto dealerships; founding director status underscores deep institutional knowledge.
- Active community involvement and prior regional economic board experience.
- Governance skill emphasis (serves as Governance & Nominating Chair).
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | Breakdown |
|---|---|---|---|
| Thomas D. Lane | 137,317 | <1% (“*”) based on 15,007,465 shares outstanding (Record Date: Mar 19, 2025) | 80,794 held individually/jointly with spouse; 54,280 in blind trust; 410 held by children; 1,833 unvested RS; none indicated as pledged. |
Policy context for alignment and risk:
- Hedging prohibited; pledging prohibited with limited exceptions requiring capacity to repay without resort to pledged securities.
Governance Assessment
- Board effectiveness and engagement: Lane holds three governance roles (Audit member, Compensation member, Governance & Nominating Chair), participates in intensive audit oversight (15 meetings) and compensation oversight while chairing governance; the Board reported no director fell below the 75% attendance threshold in 2024, suggesting baseline engagement.
- Independence and conflicts: Affirmed independent; Governance & Nominating Committee oversight of independence and conflicts mitigates risk; environment includes significant related-party legal spend with a fellow director’s firm—highlighting the importance of Lane’s governance role.
- Ownership alignment: Meaningful personal stake (137,317 shares) with no pledge indicated; hedging prohibited; time-based RS vest aligns with annual cycle but lacks performance linkage for directors.
- Compensation governance: The Compensation Committee uses an independent consultant (Pearl Meyer) and reviews Board compensation; presence of clawback policy for executive incentives further strengthens governance posture (though clawback applies to executives, not directors).
- Risk indicators and red flags:
- RED FLAG watch: No pledging indicated for Lane; policy allows limited exceptions—monitor Form 4s and future proxy stock tables for any changes.
- Tenure/entrenchment consideration: No term limits; bylaws prohibit nomination/election of any individual who will be age 72 during their term; Lane’s long tenure since 1997 increases the importance of robust refresh practices and committee evaluations.
- Related-party environment: Significant legal payments to a director’s firm; ordinary-course loans to directors/officers exist but are on market terms with no performance issues reported—continue monitoring for any exposure tied to auto retail businesses that could intersect with bank lending.
Compensation Committee Analysis
- Committee composition: Lane is a member; the committee engages Pearl Meyer, an independent consultant, and applies peer analyses for compensation, including Board compensation reviews.
- Consultant independence: The Compensation Committee assessed Pearl Meyer’s independence and found no conflicts of interest.
Say-on-Pay & Shareholder Feedback
- The Company holds an annual, non-binding say-on-pay vote; the Board cites pay-for-performance, objective metrics, clawback policy, and independent consultant as program strengths.
Related Party Transactions & Policies
- Formal policy governs related-person transactions over $120,000, with Board approval/ratification and abstention by interested directors; factors include favorability vs. third-party terms and conflict assessment.
- Ordinary banking relationships are monitored and reported with regulatory compliance and no problem loans as of year-end 2024.
Overall signal: Lane’s independence, committee leadership, and unpledged ownership are positives for investor confidence; monitor long tenure with no term limits, the Board’s related-party legal spend, and ongoing director/officer lending disclosures for emerging conflicts.