Jeff Nager
About Jeff Nager
Jeff Nager, age 52, is Executive Vice President, Head of Commercial Lending at The Bancorp, Inc., leading Small Business Lending (SBA) and Commercial Fleet Leasing; he has served as Head of Commercial Lending since January 2019 and previously led Small Business Lending from June 2016 to January 2019 . His remit includes oversight of small business lending growth and credit, with SBL balances reaching $987 million at December 31, 2024 (up ~10% YoY from $896 million; 2022: $768 million), indicating sustained portfolio expansion and execution in SBA lending . Compensation is largely equity-based and discretionary, with RSUs vesting over three years; in 2024 he realized $876,308 on RSU vesting, reflecting alignment with long-term shareholder value . The company maintains mandatory and discretionary clawbacks, anti-hedging and anti-pledging policies, and stock ownership guidelines, with executives (including Nager) currently in compliance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bancorp, Inc. | Head of Small Business Lending | Jun 2016–Jan 2019 | Led SBA lending growth; foundation for subsequent role leading Commercial Lending . |
| SunTrust Bank | Division Manager, SBA Lending | Apr 2010–Jun 2016 | Led SBA 7(a) origination and execution across a large regional footprint . |
| Wells Fargo SBA | Regional Sales Manager | Jan 2009–Mar 2010 | Drove regional SBA production and sales management . |
| Community South Bank | SBA National Sales Manager | Aug 2003–Dec 2008 | National sales leadership for SBA lending platform . |
| Temecula Valley Bank | Regional Sales Manager/BDO | 2000–2003 | Regional SBA origination leadership . |
| Imperial Bank | Business Development Officer | 1998–2000 | SBA business development . |
| Triangle Bank | Business Development Officer | 1996–1998 | Early-career SBA origination . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Government Guaranteed Lenders (NAGGL) | Board Member | Current | Trade association for SBA 7(a) lenders; industry visibility and policy engagement . |
Fixed Compensation
- 2024 base salary increased to $500,000 alongside other NEOs after limited raises since 2020, driven by peer benchmarking and sustained performance contributions in SBL; prior base salary $400,000 (2023, 2022) .
- Cash bonuses for NEOs (other than CEO) were not paid in 2024; incentive compensation was delivered in equity to strengthen alignment .
| Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 500,000 | — | 10,508 | 1,335,508 |
| 2023 | 400,000 | 275,000 | 9,580 | 1,934,580 |
| 2022 | 400,000 | — | 10,081 | 810,081 |
Notes:
- “All Other Compensation” includes 401(k) contributions (Nager: $9,404 in 2024) and limited perquisites (insurance premiums, financial services, auto allowance) .
- The company generally does not enter employment agreements with executive officers; severance, if any, is negotiated individually .
Performance Compensation
- Equity awards emphasize RSUs for retention and alignment; RSUs vest one-third per year over three years from grant date; options (used primarily for CEO) vest one-fourth per year over four years .
- For 2024, NEO incentive compensation (other than CEO) was delivered entirely in equity; for Nager, the proxy’s compensation mix chart indicates a long-term equity award of $1,100,000 (220% of base), while the grants and summary compensation tables report a granted RSU fair value of $825,000 (18,796 shares at $43.89) .
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| RSU grant (02/09/2024) | Not disclosed | Not disclosed | Performance assessment driven by financial results and executive contribution | $825,000 grant-date fair value; 18,796 shares at $43.89 | RSUs vest 1/3 per year over 3 years |
| RSU vesting realized (FY 2024) | — | — | 19,966 shares vested | $876,308 value realized | Per grant schedules (each grant 1/3 annually) |
2024 Grants of Plan-Based Awards (detail):
| Grant Date | Instrument | Shares/Options | Exercise Price ($/sh) | Closing Price ($/sh) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 02/09/2024 | RSU | 18,796 | — | 43.89 | 825,000 |
Outstanding Equity Awards (as of 12/31/2024):
| Grant Date | Instrument | Unvested Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 02/09/2022 | RSU | 4,398 | 231,467 (at $52.63) | 1/3 per year over 3 years |
| 02/09/2023 | RSU | 23,694 | 1,247,015 | 1/3 per year over 3 years |
| 02/09/2024 | RSU | 18,796 | 989,233 | 1/3 per year over 3 years |
Indicative upcoming vesting cadence (derived from disclosed schedules):
- 2022 grant: remaining tranche(s) from the three-year schedule; each tranche ~1,466 shares (4,398 ÷ 3) per anniversary date .
- 2023 grant: ~7,898 shares per year (23,694 ÷ 3) .
- 2024 grant: ~6,265 shares per year (18,796 ÷ 3) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 55,639 shares owned directly |
| Shares outstanding (record date) | 47,954,218 |
| Ownership % of outstanding | ~0.12% (55,639 ÷ 47,954,218) |
| Unvested RSUs outstanding | 4,398 (2022), 23,694 (2023), 18,796 (2024) |
| Options | None disclosed for Nager; no unexercised/exercisable options |
| Stock ownership guidelines | Executives must meet committee-determined minimums; all executives are in compliance; 5-year compliance window for new appointees |
| Hedging/Pledging | Prohibited under Insider Trading Policy; “No Hedging and Pledging” practice |
| Clawbacks | Mandatory clawback for restatements; discretionary clawback for misconduct (VP+), adopted Dec 18, 2024 |
Insider selling pressure assessment:
- Regular RSU vesting across the 2022–2024 grants creates predictable liquidity windows; 19,966 shares vested in 2024 with $876,308 realized value, indicating ongoing vest-related supply . Anti-hedging/pledging policies reduce leverage-driven forced selling risk .
Employment Terms
- Employment agreements: The company generally does not enter formal employment agreements with executive officers; NEOs serve at Board discretion. Severance, if any, is negotiated individually at the time of termination .
- Change-in-control and separation economics (illustrative as of 12/31/2024, based on unvested RSU value at $52.63):
- Involuntary termination following a change in control: $2,467,715 for Jeff Nager (reflects unvested RSU value) .
- Death/Disability/Retirement: $2,467,715 (reflects unvested RSU value) .
| Scenario (as of 12/31/2024) | Estimated Payment ($) |
|---|---|
| Involuntary termination following change in control | 2,467,715 |
| Death, disability, retirement | 2,467,715 |
Other governance and investor engagement context:
- Say-on-pay approval ~96% at the 2024 annual meeting, with ongoing investor engagement influencing compensation framework evolution (balanced scorecard, peer comparisons) .
Investment Implications
- Pay-for-performance alignment: Nager’s 2024 incentive was 100% equity, with RSUs vesting over time—this biases realized pay to sustained performance and stock price, while predictable vesting creates periodic supply; absence of pledging mitigates forced selling risk .
- Retention risk: Multi-year RSU ladders (2022–2024 grants) and stock ownership guidelines support retention; no fixed severance multiples or guaranteed payouts suggest case-by-case negotiations on exit, reducing shareholder exposure to entrenched severance .
- Execution track record: SBL balances grew to $987 million (+10% YoY), evidencing operational momentum under Nager’s leadership; sustained SBA origination expertise and NAGGL board participation imply strong industry connectivity .
- Red flags/monitoring: Company-level legal overhangs (class action and restatement-related disclosures in 2025) warrant continued monitoring for clawback triggers and potential compensation adjustments; policies are in place to recover incentive comp tied to misstated measures .