Martin Egan

About Martin Egan

Martin Egan (age 57) is Managing Director, Chief Accounting Officer (CAO) and served as Interim Chief Financial Officer (CFO) from March 28, 2025 until November 3, 2025 when a permanent CFO was appointed; he remains CAO . He joined The Bancorp in 2000; prior roles include Controller at Jefferson Bank (1994–2000), and earlier service at The Bancorp as SVP/CFO circa 2008, reflecting deep institutional finance leadership . He holds a B.S. in Business Administration and Accounting from Shippensburg University of Pennsylvania . Company performance context (FY2024): net income $218M, ROE 27.2%, ROA 2.71%; stock price rose from $38.56 (12/31/2023) to $52.63 (12/31/2024), and diluted EPS was $4.29 (+23% YoY), framing a pay-for-performance environment .

Past Roles

External Roles

No external directorships or public-company board roles disclosed for Martin Egan; no related party transactions reported involving him .

Fixed Compensation

Target bonus %, actual bonus, and other cash compensation for Martin Egan are not disclosed in the proxy or 8-Ks .

Performance Compensation

• Company compensation framework emphasizes multi-year performance with significant at-risk pay (cash bonus, equity), but Martin Egan’s specific incentive metrics (weighting, targets, payout factors) are not individually disclosed .
• CEO scorecard metrics (context): ROA/ROE vs budget, stock performance vs peer indices, strategic objectives, ERM; these governed overall pay-for-performance design in 2024 .

Equity Ownership & Alignment

• Beneficial ownership: Martin Egan’s individual share/RSU/option holdings are not itemized in the 2025 proxy tables (NEO and director tables exclude him). Aggregate executive/board holdings are shown, but not Egan-specific .
• Ownership guidelines: Directors must hold 2× annual fees; CEO 3× salary; other executive officers have guideline amounts per Compensation Committee policy; all directors and executive officers were in compliance as of the proxy date .
• Anti-hedging/pledging: Hedging and pledging of Company stock are prohibited for employees, officers, and directors .
• Clawbacks: Mandatory clawback (SEC/Nasdaq-compliant) for restatements; discretionary clawback for misconduct or restatement—apply to executive officers, including Egan .
• Typical vesting mechanics (context): RSUs vest one-third annually over 3 years; options vest one-fourth annually over 4 years; these are plan norms, but no Egan-specific grants are disclosed .

Employment Terms

• Appointment & role: Board appointed Martin Egan Interim CFO (continuing CAO) effective Mar 28, 2025; no related party relationships; base salary remained $375,000; he stepped down as Interim CFO on Nov 3, 2025 and continued as CAO .
• Contracts/severance: The Company generally does not enter employment agreements with executive officers, and no Egan-specific severance or change-in-control terms are disclosed (no multiples, triggers, or tax gross-ups disclosed for him) .
• Clawbacks and insider trading policy apply (see above) .

Performance & Track Record

• SEC certifications: As Interim CFO/CAO, Egan signed Section 906 certifications for Q1 and Q2 2025 (10-Qs) and for the amended FY2024 10-K/A, affirming compliance and fair presentation—an execution signal on controls and reporting quality .
• Transitional leadership: Successfully bridged CFO transition, then reverted to CAO upon appointment of permanent CFO on Nov 3, 2025 .
• Company performance during context period (FY2024): net income $218M (+13.5% YoY), ROE 27.2%, ROA 2.71%, diluted EPS $4.29 (+23% YoY); NIM 4.85%; payments fee growth and loan portfolio dynamics supported results .

Governance & Say-on-Pay (Context)

• Say-on-pay approval: ~96% approval at 2024 annual meeting for prior year program—indicates shareholder support for compensation framework .
• Compensation committee & consultant: Independent committee uses Pay Governance LLC; peer benchmarking and risk review are core elements .

Vesting Schedules and Insider Selling Pressure

• Specific future vesting dates/amounts and any Form 4 insider transactions for Martin Egan are not disclosed in the 2025 proxy/8-Ks; no pledging permitted; anti-hedging enforced .
• Outstanding award tables and vesting calendars published cover NEOs (CEO and others), not Egan .

Compensation Structure vs Performance Metrics

• Company-wide emphasis on multi-year ROA/ROE, EPS, NIM, fee growth, and stock performance underpin incentive awards; CEO scorecard shows “substantially met/exceeded” targets for 2021–2024 with one “did not meet” on credit risk (REBL nonperformers) .
• Martin Egan’s individual metric weighting/targets/payouts are not disclosed; his cash compensation remained fixed at $375,000 during interim CFO service .

Investment Implications

• Alignment: Strong governance features—anti-hedging/pledging and dual clawback policies—mitigate incentive misalignment risk for executive officers, including Egan .
• Retention risk: Low; Egan’s 25-year tenure and continued CAO role after CFO succession indicate stability in financial reporting leadership . Absence of guaranteed payouts or employment agreements reduces fixed-cost obligations but may limit retention levers .
• Trading signals: No disclosed pledging, and no Egan-specific insider selling activity is reported in the proxy/8-Ks; absence of detailed award holdings and vest calendars for Egan limits visibility into near-term selling pressure .
• Execution risk: Prior-year strong performance and Egan’s signing of SEC certifications suggest robust control environment; credit risk in real estate bridge lending remains a monitored area per CEO scorecard (one “did not meet”), worth watching into 2025–2026 .

Notes on disclosure limits: The 2025 proxy identifies NEOs for FY2024 (CEO and four others), not including Martin Egan; therefore, several requested items (target bonus %, actual bonus, individual RSU/option grants, vesting dates/amounts, severance multiples) are not disclosed for Egan in available filings .