Erika Caesar
About Erika Caesar
Erika Caesar is Executive Vice President, General Counsel and Corporate Secretary of The Bancorp, Inc. (TBBK). She became General Counsel in January 2025 and Corporate Secretary in March 2025; age 41; prior service as Assistant General Counsel from October 2017 to January 2025, and Chief Diversity Officer from 2019 to 2023 . As of mid-2025 company materials list 7 years at The Bancorp and 7 years of banking experience for Caesar, reflecting tenure progression through legal leadership roles . Company performance context during her ascent includes net income rising from $111M (2021) to $218M (2024) and ROE/ROA of 27%/2.7% for 2024; stock price increased 36% in 2024 and 286% from 2020–2024, underpinning incentive-heavy pay structures across executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bancorp, Inc. | Assistant General Counsel | Oct 2017–Jan 2025 | Advised on legal, regulatory, strategic, and corporate governance matters; built internal legal capability supporting growth |
| The Bancorp, Inc. | Chief Diversity Officer (additional role) | 2019–2023 | Led diversity initiatives alongside legal responsibilities, supporting human capital strategy |
| Ballard Spahr LLP | Associate | 2014–2017 | Represented parties in complex corporate governance and commercial disputes; developed governance expertise |
| Young Conaway Stargatt & Taylor, LLP | Associate | 2008–2014 | Broad-based commercial litigation; foundational litigation experience in Delaware corporate law |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Association of Corporate Counsel – Greater Philadelphia Chapter | Co-Chair, Corporate & Securities Practice Area Network | Not stated | Professional leadership in corporate/securities practice community |
| Delaware State Human Relations Commission | Commissioner | Not stated | Public service; stakeholder engagement and governance insight |
| University of Pennsylvania Law School | Lecturer-in-Law | Not stated | Academic contribution; thought leadership in law and governance |
Fixed Compensation
No base salary, target bonus %, or actual bonus details for Erika Caesar were disclosed in the 2025 proxy; NEO disclosures covered CEO, CFO, and three business-line EVPs for fiscal 2024 .
Performance Compensation
Company-wide structures apply to executive officers via equity plans; specific award metrics and weightings for Erika Caesar were not individually disclosed.
- Equity plan mechanics (applicable to executive officers):
- RSUs generally vest one third per year over three years; 2020 grants had a different vesting cadence; upon vesting, common shares are issued .
- Options generally vest one fourth per year over four years; option grant date fair value computed per ASC 718; CEO options noted, but Committee typically does not grant options to executives other than the CEO; actual grants to non-CEO executives may occur and are reflected via Form 4 when applicable .
- Change-in-control/double-trigger: unvested RSUs become fully vested immediately upon involuntary termination following a change in control; death/disability/retirement lead to vesting on the one-year anniversary; unvested options become exercisable under similar change-in-control double-trigger; death/disability/retirement vest after one year; for-cause terminations forfeit unvested equity .
Vesting & Trading Events (2025)
| Date (Trade/Grant) | Event | Shares | Price ($/share) | Cash ($) |
|---|---|---|---|---|
| 2025-02-10 | Tax withholding on RSU vesting (F code) | 1,998 | 60.33 | 120,566 |
| 2025-02-10 | Option award (A code) | 3,775 | 0.00 | — |
| 2025-02-10 | Open market sale (S code) | 5,000 | 60.33 | 301,630 |
Notes: Form 4 transaction codes indicate equity award grants (A), tax withholding upon RSU vesting (F), and sales (S). The option award share count and tax withholding amounts provide evidence of active vesting and equity activity in February 2025 .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (direct) | 24,440 shares |
| Shares outstanding (as of 4/2/2025) | 47,954,218 |
| Ownership as % of outstanding | ~0.051% (calc: 24,440 ÷ 47,954,218) |
| Vested vs unvested breakdown | Not disclosed for Erika Caesar; RSU/option activity indicates ongoing vesting |
| Pledging | No pledging disclosure; company anti-hedging policy prohibits derivatives and hedging transactions (puts/calls/collars/forwards) |
| Stock ownership guidelines | CEO 3x salary; directors 2x fees; other execs set by Compensation Committee policy; newly appointed/elected officers have up to 5 years; all directors and executive officers are currently in compliance |
| Clawbacks | Mandatory clawback for restatements (Section 10D compliant) and discretionary clawback for misconduct across VP+ employees |
Employment Terms
| Item | Detail |
|---|---|
| Current roles | EVP, General Counsel since Jan 2025; Corporate Secretary since Mar 2025 |
| Tenure at The Bancorp | 7 years (management team slide, Q2 2025) |
| Employment agreements | No formal employment agreements disclosed for NEOs; CEO has a letter agreement; severance, if any, negotiated individually; no executive-wide severance multiples disclosed |
| Equity plan change-in-control economics | RSUs fully vest on involuntary termination after change in control; options become exercisable; death/disability/retirement vest after one year; for-cause termination forfeits unvested awards |
| Governance roles | Designated as corporate proxy and inspector of elections at the 2025 Annual Meeting; counts votes |
| SEC execution | Signs 8-K and 8-K/A filings on behalf of the registrant as EVP, General Counsel and Corporate Secretary (e.g., 4/24/2025; 5/1/2025; 5/30/2025; 11/3/2025) |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($M) | 111 | 130 | 192 | 218 |
| ROA (%) | 1.7 | 1.8 | 2.6 | 2.7 |
| ROE (%) | 18 | 19 | 26 | 27 |
| TSR (Company $100 value) | 185 | 112 | 136 | 136 |
| Stock price (year-end change) | — | — | $38.56 → | $52.63 (+36%) |
- Balanced scorecard for CEO includes ROA/ROE vs budget, stock performance vs peers (Pathward, Live Oak, Green Dot, Axos), and risk/operational metrics; nearly all goals met or exceeded across multi-year assessments .
- Context: Erika Caesar’s legal/governance leadership as Corporate Secretary and General Counsel coincides with strong financial performance and market outperformance cited in the proxy .
Compensation Committee & Governance Practices (Context)
- Elements: base salary, annual cash bonus, long-term equity (RSUs, options) with emphasis on multi-year performance alignment .
- Practices: mandatory and discretionary clawbacks, stock ownership guidelines, anti-hedging policy, majority voting, annual elections, high meeting attendance, independent committees .
Investment Implications
- Alignment: Equity-based pay structure and ownership guidelines support long-term alignment; presence of clawbacks and anti-hedging reduces misconduct and misalignment risk .
- Selling pressure: February vesting cycles are potential supply catalysts; in 2025, Caesar reported RSU-related tax withholding (1,998 shares) and a 5,000-share sale at $60.33, alongside an option award—suggesting event-driven trading around vest dates .
- Retention risk: Tenure of 7 years and ascension to GC/Corporate Secretary signals institutional knowledge and continuity; no formal severance multiples disclosed, but equity plan change-in-control terms provide protective economics for unvested grants .
- Governance signal: Active role as Corporate Secretary, proxy designee, and inspector of elections indicates centrality in governance and disclosure controls, a positive indicator for investors assessing compliance and risk management .
Additional notes: Compensation specifics for Erika Caesar (base salary, target bonus, performance weightings) are not disclosed in the 2025 proxy; company-level performance and governance frameworks inform assessment of incentives and alignment .