Howard Reynolds
About Howard I. Reynolds
Independent director and Vice Chairman of FinWise Bancorp; founding investor of the Bank (1999), Chairman of the Bank’s Board for the first 10 years and Chairman of the Company at inception (2003). Age 68; Director since 2002. Currently Lead Independent Director, with prior operating background as COO of Pride Transport (1990–2017), negotiating long-term contracts and bringing finance and general business expertise to the board . The Board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FinWise Bank | Chairman of the Bank’s Board of Directors | First 10 years after 1999 | Founding investor; led early governance and strategy |
| FinWise Bancorp | Chairman (at inception) | 2003 (at inception) | Supported initial corporate governance framework |
| Pride Transport Inc. | Chief Operating Officer | 1990–2017 | Negotiated long-term contracts; operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pride Transport Inc. | Chief Operating Officer | 1990–2017 | Extensive operating and contract negotiation experience |
Board Governance
- Board structure: 9 directors, classified into three classes with staggered three-year terms; Reynolds is a Class II director nominee in 2025 .
- Independence: Independent director per Nasdaq/SEC; one of seven independent directors .
- Lead Independent Director: Reynolds presides when Chair absent, leads executive sessions, serves as liaison with Chair, and consults on major decisions/agenda; nominated by Nominating & Corporate Governance Committee and elected by Board .
- Committee assignments and roles:
- Audit Committee member .
- Compensation Committee member .
- Nominating & Corporate Governance Committee Chair .
- Meetings and attendance:
- Board held 17 meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings during their service .
- Committee meetings in 2024: Audit (8), Compensation (4), Nominating & Corporate Governance (4) .
- Boards of the Company and Bank have 12 regularly scheduled meetings per year; independent directors generally meet in executive session at least twice annually; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Stock Awards ($) | Total ($) | Mix Notes |
|---|---|---|---|---|---|
| 2024 | Director; Lead Independent Director; Committee Chair/Member | 94,050 | 40,005 | 134,055 | Non-employee directors compensated via annual retainers; ~35% paid in restricted shares |
| 2024 Fee Schedule (Program Basis) | Role-based | Normal Director annual cash $70,000; Lead Independent Director annual cash $85,000; Committee Chair fee $9,000; Committee Member fee $3,600; ~35% of total director compensation in restricted shares |
Performance Compensation
| Component | Performance Metric(s) | Structure | Notes |
|---|---|---|---|
| Director Compensation | None disclosed for directors | Annual retainers plus restricted stock grants | Program based on annual retainers; no performance metrics described for director pay |
Clawback Policy: Company adopted a Compensation Recoupment Policy per Nasdaq listing standards on November 28, 2023, mandating recovery of excess incentive-based compensation upon applicable accounting restatements (executive compensation context) .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Public Company Boards | None disclosed | — | Proxy does not list other public company directorships for Reynolds |
| Private/Non-profit Boards | Not disclosed | — | No additional board roles disclosed beyond Pride Transport employment |
Expertise & Qualifications
- Founding investor; long-tenured board leader (Bank Chair first 10 years; Company Chair at inception) .
- Lead Independent Director; committee leadership in Nominating & Corporate Governance and membership in Audit and Compensation .
- Operations/contracting expertise from COO role at Pride Transport (1990–2017) .
- Assessed by Board as bringing banking, finance and general business knowledge to strengthen board effectiveness .
Equity Ownership
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 262,335 |
| Ownership (% of outstanding) | 2.0% (based on 13,214,827 shares outstanding) |
| Composition details | Includes 190,248 shares owned by a corporation where Reynolds shares voting/dispositive power; includes 39,000 vested options |
Insider Trades
| Date (Period of Report) | Transaction | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 2025-10-31 | Open market buy | 2,297 | $18.95 | $43,528 | |
| 2025-05-27 | Form 4 filed (details in SEC filing) | — | — | — |
Following the 2025-10-31 purchase, direct ownership reported at 38,105 shares by media summary; refer to Form 4 for authoritative holdings .
Related Party Transactions & Potential Conflicts
- Audit Committee oversees approval/ratification of related party transactions under written policy; Reynolds sits on the Audit Committee that administers this policy .
- Ordinary banking relationships with directors/officers/5% holders conducted at market terms; as of 12/31/2024, related party deposits totaled $2.1 million; no related party loans categorized as problematic .
- Business Funding Group (BFG) relationship:
- SBA loan referral source; primary in 2023–2024 .
- Standstill Agreement (2016) limiting BFG’s control activities; continues until regulatory change of control approved .
- Right of first refusal and option to acquire 100% of BFG through 1/1/2028 (pricing 10–15x net profit); as consideration, BFG members received warrants for up to 270,000 shares at $6.67, expiring 3/31/2028 .
- Company ownership in BFG: 20% (4.7% voting; 15.3% non-voting) after 2/5/2024 transaction; received distributions of $0.6m (2024) and $0.7m (2023); paid commissions to BFG of $2.8m (2024) and $5.2m (2023) .
Governance implication: material reliance on BFG for SBA referrals and financial flows requires robust independent oversight; Reynolds’ Audit Committee role is directly relevant to monitoring related party exposure .
Governance Assessment
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Strengths
- Long-tenured, independent director with deep institutional knowledge; Lead Independent Director role enhances board oversight and independence .
- Active committee engagement (Audit; Compensation; Nominating & Corporate Governance Chair) provides broad governance coverage across financial reporting, pay, and director nominations .
- Documented director attendance threshold met (≥75%); Board held 17 meetings with regular executive sessions; all directors attended 2024 Annual Meeting, supporting engagement .
- Clear clawback policy adopted under Nasdaq rules; Audit Committee independence affirmed; compensation committee interlocks absent .
-
Risks & RED FLAGS
- Hedging/derivative transactions by directors/officers are discouraged but not prohibited; absence of a strict anti-hedging policy can weaken alignment signals; monitor pledging/hedging disclosures for any future red flags .
- Significant related-party exposure to BFG (referrals, fees, warrants, option) and 20% ownership necessitates sustained independent oversight to avoid conflicts; Audit Committee (with Reynolds) must enforce arm’s-length terms and approvals .
- Combined CEO/Chair structure persists, albeit with Lead Independent Director counterbalance; vigilance required to ensure robust independent challenge of management .
-
Alignment & Pay
- Director compensation mixes cash retainers with restricted stock (~35%), aligning director incentives with shareholder outcomes; Reynolds’ 2024 pay: $94,050 cash and $40,005 stock awards .
- Beneficial ownership of 262,335 shares (2.0%) including vested options indicates meaningful skin-in-the-game; portion held via a corporation with shared voting/dispositive power should be monitored for pledge/transfer dynamics .
Overall: Reynolds brings seasoned operating and governance experience, with key leadership as Lead Independent Director and committee chair. The main governance watchpoints lie in enforcing rigorous oversight over BFG-related transactions and maintaining strong independent challenge within a combined Chair/CEO structure .