Damian Kozlowski
About Damian Kozlowski
Damian M. Kozlowski, age 60, is CEO and a director of The Bancorp, Inc. and President of The Bancorp Bank, N.A. since 2016; he holds an MBA in Finance from Wharton and MS/BA degrees from Boston University . Under his tenure, 2024 performance included ROE of 27.2% and ROA of 2.71% versus budgeted 27.7%/3.1% ; net income rose from $130M (2022) to $192M (2023) to $218M (2024), diluted EPS increased to $4.29 (2024) from $3.49 (2023) and $2.27 (2022), and the stock closed at $52.63 on Dec 31, 2024 (up 36% in 2024; +286% from Dec 31, 2020) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bancorp, Inc.; The Bancorp Bank, N.A. | CEO; Director; President | 2016–present | Improved financial and regulatory performance; multi-year ROE/ROA targets largely met/exceeded |
| Modern Bank, N.A. | CEO, President, Director | 2010–2016 | Led private bank; executive leadership experience |
| Alpha Capital Financing Group, Inc. | Chairman & CEO; Founder | 2007–2010 | Private equity; capital formation and investments |
| Citigroup Private Bank | Global CEO; US President; COO/CFO; Global Head of Business Development & Strategy | 2000–2007 | Global and US private banking leadership; operations/finance |
| Bank of America Securities | Managing Director | 1998–1999 | Investment banking leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company boards; “Other Public Boards: None” |
Board Governance
- Board service history: Director since 2016; not independent (as CEO); no standing committee assignments .
- Governance structure: Independent Board Chair (James J. McEntee III); separate Chair and CEO roles; executive sessions of independent directors; majority independent board; approx. 98% Board and 100% committee attendance among nominees in 2024 .
- Committee landscape: Audit, Compensation & Talent, Risk, Nominating & Governance, Executive, ESG—all chaired by independent directors; CEO not on committees .
- Dual-role implications: CEO + director with independent Chair mitigates concentration of power; independence standards confirm only CEO is non-independent; executive sessions and majority-independent committees support oversight .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 1,000,000 |
| Actual Cash Bonus ($) | 3,000,000 | — | 1,500,000 |
| All Other Compensation ($) | 9,714 | 26,593 | 23,916 |
| Total Reported Compensation ($) | 5,910,714 | 2,776,593 | 7,523,916 |
Notes:
- 2024 salary increase to $1,000,000 followed sustained ROE improvement and peer benchmarking (peer CEO base salary range $511k–$800k; total comp $905k–$13.9M) .
- Perquisites are limited; in 2024, Kozlowski received $16,000 in financial services benefits and $6,038 401(k) match .
Performance Compensation
| Component | Grant/Period | Metric/Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| RSUs ($) | 2024 performance (granted 2/9/2024): $2,500,000 | Balanced scorecard including ROA budget 3.1%, ROE budget 27.7% | ROA 2.71%; ROE 27.2%; strategic/operational goals largely met/exceeded | Discretionary equity based on multi-year performance | RSUs vest 1/3 per year over 3 years |
| Stock Options ($) | 2024 performance (granted 2/9/2024): $1,000,000 | Stock performance vs peers/indexes; forward-looking incentives | Company outperformed designated peer group and bank indices over multi-year lookback | Discretionary equity/options; at-risk tied to share price appreciation | Options vest 1/4 per year over 4 years; exercise price $43.89 |
| Cash Bonus ($) | 2024 | Balanced scorecard vs budget (ROA/ROE, net income, deposits/fees/loans, risk/compliance) | Nearly all goals met/exceeded; credit risk “did not meet” due to elevated nonperforming bridge loans | $1,500,000 | Cash; no vesting |
Balanced Scorecard determinations for 2024:
- Financial metrics to budget: substantially met; ROA shortfall attributed to protective fixed-rate securities purchase and deposit outperformance .
- Strategic agenda and integrated business plan objectives: exceeded .
- Stock performance: exceeded peer group and major bank indices .
- Risk/compliance: compliance/operating platform exceeded; credit risk did not meet .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (shares) | 1,146,808; 2.4% of class (47,954,218 shares outstanding as of 4/2/2025) |
| RSUs Unvested (as of 12/31/2024) | 118,338 units; market value $6,228,129 at $52.63 closing price |
| Options Exercisable (as of 12/31/2024) | 504,497 options (various grants at $8.57, $6.87, $18.81, $30.32, $35.17 exercise prices) |
| Options Unexercisable (as of 12/31/2024) | 163,796 options (includes 45,616 at $43.89) |
| 2024 RSU Grant | 91,136 RSUs (grant date 2/9/2024; closing price $43.89) |
| 2024 Option Grant | 45,616 options at $43.89 exercise price; grant date 2/9/2024 |
| Ownership Guidelines | CEO must hold ≥3x annual salary; all directors/executives compliant; 5-year compliance window |
| Hedging/Pledging | Prohibited by Insider Trading Policy; clawback and anti-hedging highlighted |
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | Company generally does not enter employment agreements; DK had a 2016 Letter Agreement (terms included basic compensation and equity grants; employment at will) |
| Severance | No pre-set severance; any cash severance would be individually negotiated upon termination |
| Change-of-Control (CIC) Treatment | Double-trigger: upon involuntary termination following a CIC, all unvested RSUs fully vest; unvested options become exercisable; vested options remain exercisable per plan |
| Death/Disability/Retirement | Unvested RSUs vest on 1-year anniversary; unvested options vest on 1-year anniversary (subject to plan terms); vested options generally exercisable for specified periods |
| Potential Payouts (as of 12/31/2024) | CIC or death/disability/retirement: $9,341,736 for Kozlowski (RSUs at $52.63 plus in-the-money unvested options per plan method) |
| Clawbacks | Mandatory SEC/Nasdaq-compliant clawback (effective 12/1/2023); discretionary clawback for VPs+ (effective 12/18/2024) |
| Perquisites | Limited; 2024 included $16,000 financial services benefits and $6,038 401(k) match |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($M) | 130 | 192 | 218 |
| Diluted EPS ($) | 2.27 | 3.49 | 4.29 |
| ROE (%) Actual | 19 | 25.6 | 27.2 |
| ROA (%) Actual | 1.8 | 2.59 | 2.71 |
| Net Interest Margin (%) | 3.55 | 4.95 | 4.85 |
| Payments Fees ($M) | 77.2 | 89.4 | 97.4 |
| ACH/Card/Other Fees ($M) | 8.9 | — | 14.6 |
| SBL Balances ($M, YE) | 768 | 896 | 987 |
| Total Loans ($B, YE) | 5.49 | 5.36 | 6.11 |
| Avg Deposit Rate (%) | 0.82 | 2.32 | 2.37 |
| Stock Price (Dec 31; $) | — | 38.56 | 52.63 |
Notes:
- Payments deposits in 4Q24 averaged $6.99B (+16% YoY) .
- Relative stock performance exceeded designated peer group and bank indices over Jan 1, 2022–Nov 25, 2024 .
- Credit risk metric “did not meet” due to higher nonperforming bridge loans; compliance and operating platform “exceeded” .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Compensation Committee members: William H. Lamb (Chair), Matthew N. Cohn, Mark E. Tryniski; independent consultant Pay Governance LLC; peer benchmarking applied and refined in 2024 .
- FY2024 peer group (selected): Axos Financial, Green Dot, Live Oak, Pathward among 18 peers; Company exceeded peer averages on ROA, ROE, NIM, and shareholder return .
- Say‑on‑Pay: ~96% approval at 2024 annual meeting; ongoing investor engagement; stockholder input informed pay structure (lower base, greater at-risk equity/options) .
Director Compensation (for board service)
- Kozlowski receives no additional compensation for serving on the Board; director pay applies only to independent directors .
Related Party Transactions and Red Flags
- Board deemed director independence strong; de minimis payments to Duane Morris (director Hersh Kozlov’s firm) did not impair independence; no DK-related party transactions disclosed .
- Policies prohibit hedging and pledging; no tax gross‑ups; clawbacks in place; compensation programs evaluated for risk—Committee concluded no excessive risk-taking .
Equity Award Detail (Grant- and Award-Level)
| Grant | Type | Date | Quantity | Exercise Price | Fair Value/Close |
|---|---|---|---|---|---|
| 2024 CEO equity (part 1) | RSU | 02/09/2024 | 91,136 | — | $43.89 close; $4,000,000 grant-date fair value |
| 2024 CEO equity (part 2) | Option | 02/09/2024 | 45,616 | $43.89 | $1,000,000 grant-date fair value |
| Outstanding RSUs (unvested total) | RSU | Various | 118,338 | — | $6,228,129 market value at $52.63 (12/31/2024) |
| Options (exercisable total) | Option | Various | 504,497 | $6.87–$35.17 | See Outstanding Equity Awards table |
| Options (unexercisable total) | Option | Various | 163,796 | includes $43.89 | See Outstanding Equity Awards table |
Vesting mechanics: RSUs vest 1/3 annually over 3 years; options vest 1/4 annually over 4 years; options/RSUs accelerate upon CIC with involuntary termination; death/disability/retirement vest after one year per plan .
Investment Implications
- Alignment: High at‑risk mix (2024 at‑risk cash + equity $5M) and sizable unvested equity suggest strong long‑term alignment; hedging/pledging prohibitions and 3x salary ownership guideline reduce misalignment risk .
- Retention risk: Absence of fixed severance agreements and double‑trigger CIC vesting imply retention hinges on ongoing performance; significant unvested RSUs/options provide retention hooks .
- Trading signals: Regular vesting cadence (RSUs/options granted on 2/9/2024 with annual anniversaries) may cluster vesting-related activity around grant anniversaries; large unvested balances can create sell‑to‑cover dynamics during trading windows (subject to insider trading policy) .
- Execution risk: Credit risk metric “did not meet” due to nonperforming bridge loans; continued oversight by Risk Committee warranted; however, compliance/operating platform exceeded and net income/ROE/ROA trajectory remains strong .
- Governance quality: Independent Chair, majority-independent committees, clawbacks, and strong say‑on‑pay support governance robustness; CEO not on committees mitigates dual‑role concerns .