Dwayne Allen
About Dwayne L. Allen
Dwayne L. Allen (age 63) is an independent director of The Bancorp, Inc. (TBBK) since 2025, currently serving as Senior Vice President and Chief Technology Officer at Unisys (since 2021). He brings 25+ years of technology and digital transformation leadership across financial services and industrials, with prior roles at Microsoft, Masonite, Cummins, Fifth Third, and Wells Fargo; the Board’s reason for nomination emphasizes his depository institution expertise. He is designated independent under Nasdaq standards and is listed with Risk Committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation (NYSE: UIS) | SVP & Chief Technology Officer | 2021–present | Enterprise technology leadership; digital transformation for global IT services |
| Microsoft Corporation (NASDAQ: MSFT) | Global Digital Strategist | 2019–2021 | Digital strategy experience relevant to fintech and banking transformation |
| Masonite International | Vice President & Chief Information Officer | 2017–2019 | CIO leadership, large-scale operations transformation |
| Cummins Inc. (NYSE: CMI) | Division Chief Information Officer | Not disclosed | Division CIO responsibilities; technology governance |
| Fifth Third Bancorp (NASDAQ: FITB) | Vice President of Information Technology | Not disclosed | Banking technology; depository institution expertise |
| Wells Fargo & Company (NYSE: WFC) | Vice President & Division CIO | Not disclosed | Large-bank IT leadership; risk and controls exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cross Country Healthcare, Inc. (NASDAQ: CCRN) | Director | Current (as disclosed) | Listed as “Other Public Boards” in TBBK proxy |
| Unisys Corporation (NYSE: UIS) | SVP & Chief Technology Officer | 2021–present | Operating role; potential vendor awareness; no related-party dealings disclosed at TBBK |
Board Governance
- Independence and board role: The Board determined Allen is independent under Nasdaq and TBBK standards; he is slated as a Risk Committee member (appointed in early 2025).
- Committee structure and cadence: 2024 meetings held—Audit (6), Compensation & Talent (4), Risk (7), Nominating & Governance (6), ESG (3); Executive Committee met as needed. Allen did not serve on committees in 2024; he was appointed to committee(s) in early 2025.
- Board attendance and engagement: The Board reported ~98% overall attendance and 100% committee attendance for nominees serving in 2024; six board meetings were held. All then-serving directors attended the 2024 annual meeting (one director who did not stand for reelection excepted).
- Leadership structure: Independent Chair (McEntee) separate from CEO, with regular executive sessions of independent directors.
Fixed Compensation
2024 director compensation framework (program-level; not individual-specific to Allen who joined 1/1/2025):
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $75,000 | Payable in cash; directors may elect to receive some/all in stock awards |
| Committee chair fee – Audit | $10,000 annually | |
| Committee chair fee – Other committees | $5,000 annually | |
| Committee member fee – Audit | $5,000 annually | |
| Committee member fee – Other committees | $2,500 annually per committee | |
| Non-executive Board Chair fee | $70,000 annually | |
| New director mid-cycle policy | Pro-rata cash; no pro-rata equity if joining after annual meeting |
Context for Allen: He joined after the May 2024 annual meeting (effective Jan 1, 2025), so under policy he would have been eligible for pro-rata cash in 2024 but not a pro-rata 2024 equity grant. Annual equity grants are made to independent directors elected at the annual meeting.
Performance Compensation
| Instrument | Annual Grant Value | Grant Date/Valuation Reference | Performance Condition |
|---|---|---|---|
| Restricted Stock Units (RSUs) – independent directors | $90,000 market value per director | 2024 RSU grant valued at $32.32 (closing price) on May 30, 2024 (program reference) | Time-based; no performance metrics disclosed for director RSUs |
- The Compensation & Talent Committee reviewed director compensation in 2024 and confirmed it fell within appropriate peer ranges; Pay Governance served as independent advisor on executive and director compensation without conflicts.
Other Directorships & Interlocks
| Company | Public? | Role | Potential Interlocks/Conflicts at TBBK |
|---|---|---|---|
| Cross Country Healthcare, Inc. (CCRN) | Yes | Director | None disclosed in TBBK related-party or interlock disclosures |
| Unisys Corporation (UIS) | Yes | SVP & CTO | TBBK related-party policy notes limited related transactions (aggregate loans; de minimis legal spend with unrelated firm); no Unisys-related dealings disclosed |
Expertise & Qualifications
- Board nomination rationale: 25+ years senior technology leadership and digital transformation across multiple global industries, with significant depository institution expertise (Wells Fargo, Fifth Third).
- Board skill priorities: The skills matrix highlights needs in digital technology, payments/fintech, banking/financial industry, risk management, and senior leadership—areas where Allen’s biography aligns.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Record Date: April 2, 2025) | 0 shares; joined the Board on January 1, 2025 |
| Percent of class | <1% |
| Ownership guidelines | Directors must own ≥2x annual fees; 5-year compliance window |
| Compliance note | As of proxy date, all directors/executives are in compliance “to the extent applicable” (phase-in for new directors) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Pledged shares | None disclosed |
| Options/derivatives | No director option awards disclosed for 2024; director equity reported as RSUs |
Governance Assessment
- Independence and committee fit: Allen is independent and placed on the Risk Committee, aligning his technology/cyber and banking IT background with enterprise risk oversight (the Risk Committee oversees ERM, cyber/information security policies, and risk appetite). This supports board effectiveness in operational and cyber risk areas.
- Alignment and ownership: He held no TBBK shares as of the April 2, 2025 record date (new director effective Jan 1, 2025), but directors must reach 2x-fee ownership within five years; anti-hedging/pledging policies strengthen alignment safeguards. Watch item: track equity accumulation through annual RSU grants and open-market purchases.
- Compensation structure: Director pay uses a balanced cash retainer plus annual RSU grants ($90k value), with committee fees scaled by responsibility; the compensation committee confirmed levels are within peer ranges and uses an independent advisor (Pay Governance). This mitigates pay inflation and consultant conflict risk.
- Attendance and engagement: The Board reported ~98% meeting attendance and 100% committee attendance for nominees serving in 2024, with six board meetings held; independent chair and executive sessions indicate robust oversight culture.
- Conflicts/related parties: No related party transactions involving Allen are disclosed; the company’s Related Party Transactions Policy channels such items to Audit Committee review, and 2024 related dealings were de minimis and unrelated to Allen.
- RED FLAGS: None disclosed specific to Allen (no pledging, no related-party exposure, no attendance concerns reported). Continue to monitor early-stage stock ownership build relative to guidelines.
Notes on Board Risk Oversight relevant to Allen’s service
- The Risk Committee oversees ERM, risk appetite, cyber/information security, and receives regular reports from the CIO and CISO; Audit oversees financial reporting/internal audit; Comp & Talent reviews incentive risk; ESG monitors emerging ESG risks.