Susan Ehrlich
About Susan Ehrlich
Susan Ehrlich is an independent Class III director of FinWise Bancorp, appointed in July 2024. She has 25+ years of fintech, lending, banking, and payments experience, is designated by the Board as an audit committee financial expert, and is independent under Nasdaq rules. Age 58; education: B.A. with honors from Brown University and M.B.A. from Harvard Business School. Tenure on the FINW board began in 2024, with committee service on Audit.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Earnest | Chief Executive Officer | 2018–2021 | Led student loan refinance and lending fintech; CEO leadership in fintech lending |
| Boeing Employees Credit Union (BECU) | Director | Not disclosed | Board service at large credit union |
| Petal Card (sold to Empower) | Director | Not disclosed | Fintech board service through sale to Empower |
| Financial Health Network (formerly CFSI) | Board Chair | Not disclosed | Chaired board; consumer financial health leadership |
| Federal Reserve Consumer Advisory Council | Member | Not disclosed | Consumer finance policy advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core Innovation Capital | Partner | Since 2022 | Early-stage fintech venture capital; ongoing role |
Board Governance
- Independence: The Board affirmed Susan Ehrlich is independent under Nasdaq and SEC rules.
- Committee assignments: Audit Committee member; Audit met 8 times in 2024. She is designated a “financial expert” and “audit committee financial expert” under SEC rules.
- Attendance: In 2024, each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting. Board met 17 times in 2024; independent directors hold executive sessions at least twice per year.
- Lead Independent Director: Howard I. Reynolds serves as Lead Independent Director and chairs Nominating & Corporate Governance.
Fixed Compensation
| Name | 2024 Cash Retainer ($) | 2024 Stock Awards ($) | Total 2024 ($) |
|---|---|---|---|
| Susan Ehrlich | 24,533 | 20,000 | 44,533 |
- Program structure (non-employee directors): Compensation based on annual retainers; approx. 35% paid in restricted common stock. Ehrlich received a pro rata portion starting July 16, 2024.
- Standard fee schedule (annualized): Outside Director $70,000 cash; Lead Independent Director $85,000 cash; Committee chair fee $9,000 cash; Committee member fee $3,600 cash.
| Role | Monthly Cash ($) | Annual Cash ($) | Notes |
|---|---|---|---|
| Outside Director | 5,833 | 70,000 | Base director retainer |
| Lead Independent Director | 7,083 | 85,000 | Incremental leadership fee |
| Committee Chair (each standing committee) | — | 9,000 | Per committee |
| Committee Member (non-chair) | — | 3,600 | Per committee |
| Equity component | — | ~35% of total compensation in restricted stock | Mix guidance |
Performance Compensation
- Director incentive linkages: No performance-based metrics or option awards disclosed for non-employee directors; equity provided as restricted stock under the director program.
| Metric Category | Specific Metric | Thresholds/Targets | Payout/Impact |
|---|---|---|---|
| Director compensation metrics | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| BECU | Financial cooperative | Director (past service) | No FINW-specific conflict disclosed |
| Petal Card (sold to Empower) | Fintech | Director (past service) | No FINW-related transaction disclosed |
| Financial Health Network | Non-profit | Board Chair (past) | Not applicable |
| Core Innovation Capital | VC firm | Partner (current) | No related-party exposure disclosed |
- FINW related-party review: The Audit Committee pre-approves related party transactions; none disclosed relating to Ehrlich.
- Broader board transactions: Significant ongoing relationship with Business Funding Group (BFG) in SBA referrals; ownership interests and fees disclosed (no tie to Ehrlich).
Expertise & Qualifications
- Fintech lending and payments leadership; technology-driven organizations.
- Audit committee financial expert and financial sophistication per Nasdaq and SEC.
- Education: B.A., Brown University; M.B.A., Harvard Business School.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Susan Ehrlich | 1,600 | * (<1%) |
- Ownership guidelines: Not disclosed for directors.
- Hedging/pledging policy: Company discourages derivative/speculative transactions in unvested stock; no categorical prohibition for directors and officers. Clawback policy adopted Nov 28, 2023 per Nasdaq listing standards.
Governance Assessment
- Strengths:
- Independence and audit financial expert designation support oversight quality on financial reporting and controls.
- Equity component in director compensation aligns interests with shareholders; all directors attended the 2024 Annual Meeting.
- Board maintains executive sessions of independent directors and has an established Lead Independent Director.
- Risks/Red Flags:
- Hedging/derivative transactions are discouraged but not prohibited for directors and officers—less stringent alignment safeguard.
- CEO also serves as Chairman; mitigated by a Lead Independent Director, but combined role can raise oversight concerns for some investors.
- Ownership is modest (1,600 shares); while equity grants exist, skin-in-the-game appears limited relative to total outstanding shares.
- Potential conflicts:
- No related-party transactions disclosed for Ehrlich; the Audit Committee oversees related-party review.
- Engagement:
- Board met 17 times in 2024; incumbent directors met attendance thresholds; Audit Committee active with 8 meetings and published report.
Overall, Ehrlich’s fintech and lending background, independent status, and audit expertise are positives for board effectiveness; monitoring alignment given modest ownership and the company’s non-prohibitive hedging policy is advisable.