Carolyn Burke
About Carolyn M. Burke
Independent Class III director (term expiring 2027), age 58, appointed to the Board on September 9, 2024. Currently Chief Financial Officer of Exron Capital Inc. (since 2019); previously CPA at KPMG, roles at Van Kampen, Brinson Partners, UBS Global Asset Management (Global Fixed Income team MD/CAO for seven years), and Senior Managing Director/CFO at Mesirow Advanced Strategies’ $16 billion hedge fund-of-funds. Holds a B.B.A. in accounting (University of Notre Dame) and an M.B.A. in finance and strategy (University of Chicago); designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exron Capital Inc. | Chief Financial Officer | 2019–present | Finance leadership for private investment firm; relevant to Audit Committee duties |
| KPMG (Chicago) | Certified Public Accountant | Early career | External audit/accounting experience; strengthens financial oversight capability |
| Van Kampen | Finance roles | Three years | Investment management experience |
| Brinson Partners | Secretary, Treasurer, and VP of the Brinson Funds | From 1995 | Fund administration; public company reporting exposure |
| UBS Global Asset Management | Managing Director & Chief Administrative Officer, Global Fixed Income | Seven years | Fixed income operations and risk; deep finance background |
| Mesirow Advanced Strategies | Senior Managing Director & Chief Financial Officer | Joined 2009 | CFO of $16B hedge fund-of-funds; complex investment oversight |
External Roles
| Organization/Board | Role | Public Company? | Notes |
|---|---|---|---|
| Exron Capital Inc. | Chief Financial Officer | No (private) | Family-owned private investment firm |
| Other public company boards | — | — | None disclosed in proxy biography |
Board Governance
- Committee assignments: Audit Committee member; Board determined Burke is an “audit committee financial expert.” Audit Committee is entirely independent; met five times in 2024.
- Risk Management & Compliance Committee: Board-approved composition change to add Burke effective after the 2025 Annual Meeting (committee met 12 times in 2024).
- Independence: All directors except the CEO are independent under Nasdaq standards; all standing committees (Audit, Compensation & Benefits, Nominating & Corporate Governance) are composed solely of independent directors.
- Attendance and engagement: Board met or acted by written consent 17 times in 2024; no director attended fewer than 80% of Board and committee meetings; all directors attended the May 24, 2024 Annual Meeting.
- Board leadership: Independent Chair (Joel Gorelick); no Lead Independent Director given separation of Chair/CEO roles.
- Shareholder feedback signals: 2024 Say-on-Pay support 92.3% “For” (2,532,835 for vs. 225,114 against); shareholders preferred annual frequency for Say-on-Pay.
Fixed Compensation
| Component | Amount/Policy | 2024 Outcome for Burke |
|---|---|---|
| Annual cash retainer (non-employee directors) | $28,500 (policy) | Pro-rated cash fees of $7,125 due to September 9, 2024 appointment |
| Committee chair retainers | Risk Chair $3,500; Compensation Chair $3,000; other committee Chairs $2,500 (policy) | Not a chair in 2024 (no additional chair fees disclosed) |
| Independent Chair retainer | Additional $30,000 (policy) | Not applicable to Burke |
| Perquisites | Aggregate perqs for each director < $10,000 in 2024 | < $10,000 for Burke |
| Health benefits eligibility | Only directors active prior to Jan 1, 2024 eligible; currently only Garza and Gorelick have coverage | Not eligible (appointed Sept 9, 2024) |
Performance Compensation
| Element | Policy/Details | 2024 Outcome |
|---|---|---|
| Annual equity grant to directors | Approximately $11,000 in Bancorp common stock; vests immediately; granted under 2015 Plan | Directors agreed to forego 2024 director equity awards (no grant) |
| Deferred director fees | Unfunded plan; interest equals 2-year U.S. Treasury Bill rate; reset monthly; distribution elections per plan | Only Director Wieser currently defers fees (not Burke) |
| Director compensation cap (2025 Omnibus Plan) | Annual total for an independent director capped at $150,000; exception up to $200,000 for extraordinary circumstances (e.g., Chair) | Plan pending shareholder approval; future governance cap |
No performance metrics apply to non-employee director compensation; grants (when made) are service-based and vest immediately.
- Hedging/pledging policy: Directors are prohibited from hedging, short sales, derivatives relating to Bancorp stock, standing/limit orders, and pledging/hypothecating shares, absent Board approval.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Burke in FNWD proxy materials |
| Shared directorships/interlocks | No related-party transactions requiring disclosure beyond ordinary-course lending policy; no Burke-specific related-party disclosures |
Expertise & Qualifications
- Finance and investment management expertise from CFO roles and senior positions at UBS Global Asset Management and Mesirow; CPA foundation from KPMG.
- Board-designated audit committee financial expert; strengthens financial reporting and controls oversight.
- Degrees: B.B.A. (accounting, Notre Dame) and M.B.A. (finance, strategy, University of Chicago).
Equity Ownership
| Item | Status |
|---|---|
| Shares beneficially owned (as of March 21, 2025) | “–” (no shares reported); under 1% of class |
| Unvested equity awards (as of Dec 31, 2024) | None; as of year-end 2024, no director held unvested equity awards |
| Stock ownership guidelines | Non-employee directors must hold $100,000 in market value; 5-year compliance window from becoming subject; mandatory holding and retention rules apply |
| Appointment date (for guideline timing) | Appointed September 9, 2024 (pro-rated fees disclosed) |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Positives: Independent director with deep finance background; Audit Committee financial expert designation; committees are fully independent; robust risk oversight with active Audit and Risk committees; strong shareholder support for executive pay and annual Say-on-Pay cadence. These factors support board effectiveness and investor confidence.
- Alignment watchpoint: Burke reported no beneficial ownership as of March 21, 2025; directors must reach $100,000 ownership within five years—monitor progress toward guideline compliance. 2024 director equity awards were foregone, reducing immediate ownership accumulation.
- Conflicts/related-party exposure: Bancorp discloses ordinary-course lending to directors/officers (total $11.1 million, 7.3% of equity capital) under standard terms with disinterested Board approval; no other related-party transactions requiring disclosure (none specific to Burke).
- Risk controls: Explicit prohibition on hedging/pledging by directors; independent compensation consultant (Meridian) advising the Compensation & Benefits Committee; Director comp cap contemplated under 2025 Omnibus Plan. These practices mitigate governance risk.