Matt Wallace

About Matt Wallace

Matt Wallace, age 50, is Executive Vice President and Chief Information Officer of The Bancorp (TBBK) and has served in this role since 2017, overseeing IT infrastructure, application management, cloud computing, artificial intelligence initiatives, data science, and project management across the enterprise . Prior to The Bancorp, he spent 13 years at Bank of America, most recently as Senior Vice President for Enterprise Card Issuance, with responsibilities including the Risk and Control Process and a multi‑year strategic planning initiative across several divisions . The company’s compensation oversight references financial metrics used to determine incentives that are described in investor presentations, and historical long‑term goals emphasized ROE and ROA (e.g., published targets of 20% ROE and 2% ROA in prior disclosures), indicating an enterprise pay‑for‑performance orientation though specific CIO-linked TSR/revenue/EBITDA metrics are not disclosed in proxies .

Past Roles

External Roles

• No external board or committee roles for Mr. Wallace are disclosed in the proxy summaries reviewed .

Fixed Compensation

• Mr. Wallace was not presented as a Named Executive Officer (NEO) in recent proxy tables; individual base salary and annual bonus amounts for him are not disclosed in DEF 14A filings reviewed for 2021–2025 .

Performance Compensation

• Company philosophy and controls:
  • Balanced pay mix with cash and equity; significant discretionary, pay‑for‑performance orientation; limited perquisites .
  • No employment agreements as a general practice; no guaranteed incentive payouts .
  • Independent compensation advisor (Pay Governance LLC) supports the Compensation & Talent Committee .
  • Clawbacks: Mandatory clawback adopted Dec 1, 2023 (Section 10D/Nasdaq compliant) and a general discretionary clawback adopted Dec 18, 2024, covering executives and VPs+ for misconduct or restatements .
  • No hedging or pledging permitted under Insider Trading Policy .
• Performance metrics:
  • The company states that “certain financial metrics and other targets” used by the Committee are described in investor presentations (TSR/ROE/ROA and other measures referenced generally), but specific CIO‑linked metric weightings/targets/payouts are not disclosed in proxies .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO must hold 3x salary; other executive officers must hold amounts as set by the Compensation Committee. Newly appointed officers have up to five years to comply; as of each proxy, all directors and executive officers are in compliance, implying Mr. Wallace meets his guideline .
• Anti‑hedging and anti‑pledging: The Insider Trading Policy prohibits puts/calls/derivatives and hedging transactions; company highlights “No Hedging and Pledging” for employees, executives, and directors .
• Beneficial ownership: Recent beneficial ownership tables list other NEOs and directors; Mr. Wallace is not individually itemized in those tables, and his specific share count and percent ownership are not disclosed in the proxies reviewed .
• Vesting and equity plan mechanics (company‑wide terms applicable to executive grants):
  • RSUs: Unvested RSUs vest on the one‑year anniversary of death, disability, or retirement; all unvested RSUs vest immediately upon involuntary termination following a change in control; forfeited upon termination for cause/other termination .
  • Options (for executives granted options): Unvested options vest on the one‑year anniversary of death, disability, or retirement; all unvested options become exercisable upon involuntary termination following change in control; forfeited upon termination for cause/other termination. Vested options typically have post‑termination exercise windows (e.g., one year for death/disability/retirement, three months otherwise), subject to expiration and ISO restrictions .
• Plan capacity and dilution:
  • As of April 2, 2024, the company sought approval for the 2024 Equity Incentive Plan, with 2,370,000 shares requested; total potential overhang estimated at 3,859,457 shares and potential dilution of 4.2% on a fully diluted share count basis, indicating ongoing availability for executive equity awards .

Employment Terms

• Employment agreements: The company generally does not enter into employment agreements with executive officers; employment is at‑will, with incentives discretionary and tied to performance .
• Severance and change‑of‑control economics: Specific CIO severance multiples are not disclosed; equity‑based acceleration/vesting provisions under the equity plans, as described above, represent the primary change‑of‑control/termination economics for executives .
• Ownership compliance: All executive officers are reported in compliance with stock ownership guidelines, supporting alignment with shareholders .
• Say‑on‑pay and engagement: 2024 say‑on‑pay approval was approximately 96%; the company reports regular investor engagement and that performance/incentive metrics are described in investor presentations .

Investment Implications

• Alignment and governance: Prohibitions on hedging/pledging, mandatory and discretionary clawbacks, and stock ownership guidelines signal strong alignment and risk controls for executives, including the CIO .
• Retention dynamics: Absence of employment agreements indicates at‑will status; retention economics rely on ongoing equity grants and discretionary cash incentives under a pay‑for‑performance framework rather than guaranteed payouts, with equity vesting/acceleration defined by the plan documents .
• Trading signals and pressure: Without disclosed CIO‑specific grant/vesting tables or ownership counts, there is limited visibility into near‑term vesting‑related selling pressure for Mr. Wallace; however, anti‑pledging and hedging restrictions reduce alignment risk from monetization strategies .
• Execution capability: Wallace’s tenure since 2017 and prior risk/control and strategic planning leadership at Bank of America suggest deep operational and technology governance experience, which is pertinent to The Bancorp’s fintech, cloud, and AI initiatives; specific CIO‑linked performance pay metrics are not disclosed, so investors should monitor future proxy details and 8‑Ks for compensatory arrangements or significant equity grants under the 2024 plan .