Robert M. Franko
About Robert M. Franko
Independent director (age 77) with 35+ years in commercial banking; director since 2023. Former President & CEO of First Choice Bancorp (NASDAQ: FCBP) for eight years, leading consistent growth and strong ROA/ROTCE, taking it public and into the Russell 2000; prior roles include CFO of Imperial Bancorp (sold to Comerica), head of City National Bank’s $10B trust department, and CFO of Canary Wharf Development Co. Education: B.S., University of Notre Dame; MBA, Thunderbird School of Global Management (ASU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Choice Bancorp (FCBP) | President & CEO | 8 years, sold July 2021 | Led IPO; Russell 2000 inclusion; consistent growth; strong ROA/ROTCE |
| City National Bank | Head of $10B Trust Dept. | Not disclosed | Led trust operations |
| Imperial Bancorp | Chief Financial Officer | Not disclosed | CFO before sale to Comerica |
| Canary Wharf Development Co. | Chief Financial Officer | Not disclosed | CFO of major real estate development |
| Multiple bank startups | Founder & CEO (4 institutions) | Not disclosed | Buy- and sell-side M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TIB, N.A. and TIB, Inc. | Director; Chairman of the Board | Chairman 2019–2021 | Long-time director of largest bankers’ bank in US |
| Other public company boards | None disclosed | — | Proxy confirms only Geraldine Pannu serves on another public board; others (incl. Franko) do not |
Board Governance
- Independence: Board has nine independent directors; only CEO (Morris) and President/CEO of Bank (Lee) are non-independent. Franko is one of the independent directors .
- Committee memberships (2025): Directors Loan Committee (Chair), Compensation, Nominating and Governance (Member), Asset/Liability (Member), Enterprise Risk (Member) .
- Committee meetings held (2024): Audit 20; CNG 14; Directors Loan 23; Community Reinvestment Act 4; Information Technology 8; Asset/Liability 11; Enterprise Risk 3; Board met monthly (12 meetings) .
- Attendance: All directors attended at least 75% of all Board and respective committee meetings in 2024 and attended the 2024 annual meeting .
- CNG (Compensation, Nominating & Governance) independence: All members independent; CNG charter oversees executive pay, governance, nominations; reviews director compensation .
- No compensation committee interlocks: Franko served on CNG in 2024; no interlocks or insider participation reported .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $20,600 | $99,750 |
| Stock Awards ($) | — | $29,904 |
| All Other Compensation ($) | — | — |
| Total ($) | $20,600 | $129,654 |
- Fee schedule (2024): $1,500 per Board meeting ($2,500 for Chair); $300 per committee meeting (+$200 for committee chair); reduced rates for telephonic attendance; one meeting fee per committee per month cap .
- Annual Service Period Retainer: $60,000 cash plus 1,400 time-based RSUs per 12-month period (June–May); 50% RSUs vest on grant, 50% after one year; committee chairs receive additional RSUs (generally 200; CRA Chair and Corporate Secretary 100). 2023–May 2024 pro-rate led to up to $85,000 cash; Franko’s pro-rated cash retainer for that period was $70,000 .
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Base annual RSU grant (non-employee directors) | 1,200 RSUs; 50% immediate, 50% one-year vest | 1,400 RSUs; 50% immediate, 50% one-year vest |
| Committee chair RSU increment | 200 RSUs (CRA Chair/Corporate Secretary 100 RSUs) | 200 RSUs (CRA Chair/Corporate Secretary 100 RSUs) |
| Unvested RSUs held (as of 12/31) | 600 unvested for certain directors; Franko appointed in April 2023, no RSU grant that year | 700 unvested RSUs for each non-employee director |
| Equity Award Election (shares in lieu of cash) | Not disclosed | Franko elected 2,621 shares instead of $49,000 cash |
No performance-based equity (e.g., PSUs) is disclosed for directors; director equity is time-based RSUs with defined vesting schedules .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None (proxy notes only Geraldine Pannu serves on another public company board) |
| Compensation committee interlocks | None; CNG included Franko; no interlocks or insider participation reported |
Expertise & Qualifications
- 35+ years in commercial banking; founding and leading multiple banks; extensive buy/sell-side M&A experience .
- CFO experience (Imperial Bancorp; Canary Wharf Development Co.); trust and asset management leadership (City National Bank $10B trust) .
- Prior chairmanship and long-time directorship at TIB, the largest bankers’ bank in the U.S. .
- Education: B.S., University of Notre Dame; MBA, Thunderbird School of Global Management (ASU) .
Equity Ownership
| Item | As of Record Date (Mar 24, 2025) |
|---|---|
| Common stock owned directly | 8,521 shares |
| RSUs vesting within 60 days | 700 RSUs (vest on May 15, 2025) |
| Total beneficial ownership | 9,221 shares |
| Percent of shares outstanding | <1% (“*” in proxy) |
| Ownership guidelines | Changed to 10,000 shares for non-employee directors starting May 2025; five-year compliance window |
| Compliance status & deadline | Franko’s compliance deadline: April 30, 2028 |
| Anti-hedging/pledging | Prohibited for directors and major shareholders |
Governance Assessment
- Board effectiveness: Franko chairs Directors Loan Committee (DLC) and serves on CNG, ALCO, and Enterprise Risk—positions central to credit, pay/governance, interest rate/liquidity, and risk oversight; all directors met attendance thresholds in 2024, supporting engagement .
- Alignment: Franko elected equity in lieu of cash ($49,000 for 2,621 shares) and holds RSUs (700 unvested as of 12/31/2024), indicating skin-in-the-game; current beneficial ownership is below the new 10,000-share guideline, but he has until April 30, 2028 to comply .
- Conflicts and related-party exposure: Audit Committee pre-approves related party transactions; as of 12/31/2024 there were no related party loans and no director-related transactions exceeding $120,000 since 2017. Deposits from insiders totaled $32.5M; several directors and affiliates held $6.0M of subordinated debentures (names not specified); no adverse features reported .
- Shareholder support: Franko’s 2025 re-election received 8,872,450 FOR votes (253,352 WITHHELD; 2,105,345 broker non-votes); Say-on-Pay passed with 8,797,328 FOR vs 304,720 AGAINST in 2025 (and 9,607,973 FOR vs 374,833 AGAINST in 2024), indicating broad investor support of governance and pay programs .
- Independence and interlocks: Franko is independent; all CNG members independent; no compensation committee interlocks or insider participation disclosed, supporting governance quality .
Appendix: 2024 Committee Meetings Reference
| Committee | Meetings Held in 2024 |
|---|---|
| Audit | 20 |
| Compensation, Nominating & Governance (CNG) | 14 |
| Directors Loan (DLC) | 23 |
| Community Reinvestment Act (CRA) | 4 |
| Information Technology | 8 |
| Asset/Liability (ALCO) | 11 |
| Enterprise Risk | 3 |
Board met monthly; twelve meetings in 2024; all directors attended ≥75% of Board and committee meetings .