Gerald Cunningham
About Gerald E. Cunningham
Founding investor of FinWise Bank (1999) and Class III director of FinWise Bancorp since 2003; currently serves on the Company’s Board, age 67, with a background in business management, credit, finance, and commercial/residential construction . He owned Stonewood Inc. (construction) from 1995–2020 and joined Goldcrest Homes as Purchasing Manager in October 2020; the Board has affirmatively determined he is independent under Nasdaq and SEC rules . His current term as a Class III director expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonewood Inc. | Owner | 1995–2020 | Commercial and residential construction management experience |
| Goldcrest Homes | Purchasing Manager | Joined Oct 2020 | Procurement and operations in homebuilding; current role per proxy |
External Roles
- No other public company directorships disclosed for Mr. Cunningham in the proxy .
Board Governance
- Committee assignments: Audit Committee member; Audit met 8 times in 2024 .
- Independence: Board determined Mr. Cunningham is independent under Nasdaq and SEC rules .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; Board held 17 meetings .
- Executive sessions: Independent directors meet in executive session at least twice annually .
- Board structure: Combined Chair/CEO (Kent Landvatter) with Lead Independent Director (Howard I. Reynolds) overseeing independent sessions and liaison duties .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Retainer fees (cash) | 70,350 | Paid to Mr. Cunningham for Board service in 2024 |
| Stock awards (grant-date fair value) | 40,005 | Restricted stock; ~35% of director pay in equity |
| Total | 110,355 | Sum of cash and equity fair value |
Director fee schedule (program-level, 2024):
| Role | Monthly Cash ($) | Annual Cash ($) | Committee Cash ($) |
|---|---|---|---|
| Normal outside director | 5,833 | 70,000 | Members: 3,600; Chairs: 9,000 |
Equity grants to directors are restricted stock; amounts shown reflect FASB ASC 718 fair value at grant and may differ from realized value .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is restricted stock, not performance-conditioned |
| Equity mix | Approximately 35% of non-employee director compensation paid in restricted shares |
| Clawback policy | Company adopted compensation recoupment policy pursuant to Nasdaq listing standards on Nov 28, 2023 (primarily applicable to incentive-based executive compensation) |
Other Directorships & Interlocks
- None disclosed for Mr. Cunningham; committee roles within FINW include Audit (Company-level) .
Expertise & Qualifications
- Background in business management, credit, finance, and construction; long-tenured founding investor with continuous Board service at the Bank (since 1999) and Company (since 2003) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Gerald E. Cunningham | 194,691 | 1.5% | Includes 84,462 shares in a trust over which he has voting/dispositive power and 39,000 shares underlying vested options |
Additional context:
- Total shares outstanding: 13,214,827 as of April 21, 2025 .
- No disclosure of shares pledged as collateral; Company discourages (but does not prohibit) directors and officers from engaging in derivative/speculative transactions involving unvested stock (including pledging) .
Governance Assessment
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Strengths:
- Independence affirmed; Audit Committee membership provides direct oversight of financial reporting, internal controls, and related-party transactions .
- Board-level engagement: Board met 17 times in 2024; directors met attendance thresholds; all directors attended the 2024 Annual Meeting .
- Meaningful ownership: 1.5% beneficial stake with vested options indicates alignment; includes trust-held shares under his control .
-
Areas to monitor / potential red flags:
- Board structure: Combined Chair/CEO can dilute independent oversight; mitigated by Lead Independent Director framework but remains a governance risk to monitor .
- Hedging/pledging policy: Board discourages but has not adopted a prohibition on derivative/speculative transactions; stronger restrictions are common in best-practice regimes .
- Related-party ecosystem: Heavy strategic and financial ties with Business Funding Group (BFG)—including warrants issued to BFG members, a right of first refusal/option to acquire BFG, 20% ownership stake, and material commission payments ($2.8M in 2024; $5.2M in 2023)—heighten conflict-of-interest risk; Audit Committee (including Mr. Cunningham) is responsible for pre-approval and monitoring .
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Related-party oversight facts:
- BFG transactions include commission fees and distributions; company issued warrants up to 270,000 shares at $6.67 strike (expiring Mar 31, 2028); acquired an additional 10% non-voting stake in 2024, bringing total BFG ownership to 20% (4.7% voting; 15.3% non-voting) .
- Audit Committee charter covers approval/ratification of related-party transactions; policy administered by Audit Committee .
Net take: Cunningham’s independence and Audit Committee role are positives for investor confidence, but the combined Chair/CEO structure and significant BFG interlocks require sustained, transparent oversight to mitigate perceived conflicts .