Hersh Kozlov
About Hersh Kozlov
Hersh Kozlov (age 77) has been an independent director of The Bancorp, Inc. since 2014. He is a partner at Duane Morris LLP (since 2009) and previously was a partner at Wolf, Block, Schorr & Solis-Cohen LLP (2001–2009). He serves on TBBK’s ESG and Risk Committees and has no current other public company directorships; the Board has determined he is independent under Nasdaq standards after considering de minimis legal service fees paid to Duane Morris in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duane Morris LLP | Partner; member of firm’s governing board | 2009–present | Law firm leadership and governance experience |
| Wolf, Block, Schorr & Solis-Cohen LLP | Partner | 2001–2009 | Legal practice leadership |
| Advisory Committee for Trade Policy & Negotiations (U.S.) | Member (Presidential appointment) | 2002–2004 | Trade policy advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| vTv Therapeutics, Inc. (Nasdaq: VTVT) | Independent Director | Sep 2019–Feb 2024 | Departed Feb 2024 |
| Resource America, Inc. | Director | Not disclosed | Prior board service |
| JeffBanks, Inc. | Director | Not disclosed | Prior board service |
| TRM Corporation | Director | Not disclosed | Prior board service |
| Hudson United Bank | Director | Not disclosed | Prior board service |
| U.S. Healthcare Life Insurance Company | Director | Not disclosed | Prior board service |
| Princeton Insurance Company | Director | Not disclosed | Prior board service |
| Current other public company boards | — | — | None |
Board Governance
- Independence: Determined independent by the Board; Duane Morris relationship reviewed (Company paid ~$4,800 in 2024), below materiality thresholds and not deemed to impair independence .
- Committee assignments: Member of ESG and Risk Committees; not disclosed as chair .
- Attendance and engagement:
- Board held 6 meetings in 2024; overall approx. 98% Board attendance; committees had 100% attendance for director nominees who served .
- Each director nominee attended all Board meetings in 2024, except one director who missed one; committee meeting attendance was full for nominees serving on committees .
- Board structure: Independent Chair (James J. McEntee III); CEO not independent; Board and committees hold executive sessions without management .
- 2024 committee meeting counts: Audit (6), Compensation & Talent (4), Risk (7), Nominating & Governance (6), ESG (3) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Standard for independent directors |
| Committee chair fees | 5,000 (non-Audit); 10,000 (Audit) | Per committee chair; not disclosed as applicable to Kozlov |
| Committee member fees | 2,500 per committee | Standard member fee; not individually broken out for Kozlov |
| Board Chair premium | 70,000 | For non-executive Chair; not applicable to Kozlov |
| Fees earned or paid in cash (Kozlov) | 35,208 | Portion of 2023 retainer paid in 2024 per footnote |
| Stock awards (Kozlov) | 165,000 | RSU grant date May 30, 2024; grant date fair value per share $32.32; elected to take annual cash retainer in stock in 2024 |
| Total (Kozlov) | 200,208 | Sum of cash and stock awards |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; annual director equity granted as RSUs to align interests, with election to take cash in stock available |
| Clawbacks | Company maintains executive compensation clawback policies; director equity not described as performance-conditioned |
Other Directorships & Interlocks
- Current public boards: None (reduces interlock risk) .
- Law firm affiliation: Partner at Duane Morris; Company paid ~$4,800 for legal services in 2024; Board deemed relationship de minimis and non-conflicting under Nasdaq independence thresholds .
- Related-party lending: Bank maintained ~$6.9 million outstanding loan balances to related parties (including directors/executives) as of Dec 31, 2024; all loans on market terms and compliant with Regulation O; these do not require Audit Committee approval under the RPT Policy .
Expertise & Qualifications
- Legal and regulatory: Longstanding law firm partner; governance board role; expertise with complex legal and regulatory matters .
- Financial institutions experience: Prior board service at multiple banks and insurance companies; relevant risk oversight and industry familiarity .
- Policy exposure: Federal trade policy advisory committee service (2002–2004) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown / Notes |
|---|---|---|---|
| Hersh Kozlov | 116,369 | * | Consists of 116,369 shares owned directly; based on 47,954,218 shares outstanding as of April 2, 2025; “*” denotes less than 1% |
Governance Assessment
- Strengths:
- Independent status affirmed despite law firm affiliation; Board documented materiality analysis and thresholds, supporting investor confidence .
- Attendance signals: Near-full Board attendance and full committee attendance among nominees in 2024; regular executive sessions and annual evaluations strengthen oversight quality .
- Alignment: Election to receive cash retainer in stock (RSUs) increases equity exposure and alignment with shareholders .
- Risk oversight: Service on Risk Committee aligns with firm’s enterprise risk governance emphasis (committee met 7 times in 2024) .
- Watch items / potential conflicts:
- Duane Morris payments (approx. $4,800) create a recurring relationship; currently de minimis and vetted, but should continue to be monitored for scale and scope changes (RED FLAG if amounts rise materially) .
- Related-party lending exists at the Bank level; disclosed as market terms and compliant; continued transparency and Audit Committee oversight of non-exempt transactions advisable .
- Overall: Kozlov brings legal/regulatory depth and financial institution board experience with solid independence documentation and equity alignment; no disclosed attendance issues or pay anomalies, and no current public board interlocks that could impair focus .