Matthew Cohn
About Matthew N. Cohn
Matthew N. Cohn, age 55, has served as an independent director of The Bancorp, Inc. since 1999. He is Chair of the ESG Committee and serves on the Audit, Compensation and Talent, and Nominating and Governance Committees. Cohn’s background spans founding and senior leadership roles across SaaS marketplace, technology, and media businesses, and he earned NACD Directorship Certification, completed the NACD Cyber-Risk Oversight Program, and earned a CERT Certificate in Cybersecurity Oversight in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical Data Institute | Chief Executive Officer | 1992–1997 | Led data/technology initiatives; earlier-stage operating experience |
| Young Presidents’ Organization (YPO) | International Board Member; Chair, International Event Committee | Not specified | Received YPO “Best of the Best” award; event/governance leadership |
| JDRF Eastern Pennsylvania | President, Board of Directors | Not specified | Regional governance leadership in healthcare non-profit |
| Society of Independent Show Organizers | Board Member | Not specified | Industry governance in events/trade shows |
| CADEKids | Board Member | Not specified | Community-focused governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The ASI Show, Inc. | Founder; Vice Chairman | Since 1992 | Leading producer of trade shows (B2B/events) |
| ASI Computer Systems, Inc. | Chairman | Since 1992 | SaaS/software serving promotional products industry |
| Advertising Specialty Institute, Inc. | Vice Chairman | Since 1992 | SaaS marketplace, technology, and media company |
| Breakthrough T1D (formerly JDRF) | Chair, Global Mission Board | Current | Previously served on International Talent & Compensation Committee |
Board Governance
- Independence: The Board determined Cohn is independent under Nasdaq standards; all standing committees are led by and composed exclusively of independent directors .
- Committee assignments (2024–2025): Audit (member), Compensation and Talent (member), Nominating & Governance (member), ESG (Chair) .
- Meeting cadence and attendance:
- Board held 6 meetings in 2024; nominees had ~98% Board attendance; 100% committee meeting attendance for nominees who served in 2024; one director missed one Board meeting (not identified) .
- Committee meetings held in 2024: Audit (6), Compensation & Talent (4), Risk (7), Nominating & Governance (6), ESG (3), Executive (—) .
- Audit oversight: Tryniski designated “audit committee financial expert”; Audit Committee report signed by Tryniski, Brockman, Cohn, and Creuzot .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash fees ($) | 81,208 | 82,383 |
| Policy: Cash retainer | $75,000 (standard) | $75,000 (standard) |
| Policy: Committee fees | Audit Chair $10,000; other Chairs $5,000; Audit members $5,000; other committee members $2,500 | Same structure; directors may elect some/all cash in stock (except committee fees) |
| Board Chair additional cash ($) | $70,000 (non-executive Chair) | $70,000 (non-executive Chair) |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Director stock awards ($) | 115,000 (grant date fair value) | 90,000 (grant date fair value) |
| RSU grant date | May 25, 2023 | May 30, 2024 |
| Closing price on grant date ($/share) | 32.34 | 32.32 |
| Instrument | RSUs (time-based; annual director grant) | RSUs (time-based; annual director grant) |
| Notes | 2023 director comp evaluated against peer group; some directors elected cash retainer in stock; Cohn’s stock awards above standard that year | Certain directors elected to take all annual cash retainer in stock; standard annual RSU value $90k for independent directors |
The Company prohibits director hedging and pledging, maintains clawback policies, and requires minimum ownership levels for directors to align interests with stockholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public boards | None |
| Potential interlocks | Not disclosed; no public company board overlaps noted |
Expertise & Qualifications
- Technology/SaaS marketplace leadership; founding and senior roles across mid-sized businesses relevant to Bancorp’s client base .
- NACD Directorship Certification; NACD Cyber-Risk Oversight Program; CERT Certificate in Cybersecurity Oversight (2024) .
- Committee experience: ESG Chair; Audit and Compensation & Talent member; Nominating & Governance member .
- Board skills matrix includes areas relevant to banking/fintech, risk, digital technology, finance/accounting, governance/leadership, and strategic planning (summary provided in proxy) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 222,369 |
| Direct shares | 56,636 |
| Indirect (for benefit of children) | 165,733 |
| Ownership % of shares outstanding | <1% (based on 47,954,218 shares outstanding) |
| Shares outstanding (Record Date: Apr 2, 2025) | 47,954,218 |
| Ownership guidelines | Directors must own ≥2× annual fees; compliance within 5 years; all directors currently compliant |
| Hedging/pledging | Prohibited for directors and employees |
Insider Trades (2025)
| Date | Transaction | Shares | Average Price | Ownership After | Source |
|---|---|---|---|---|---|
| May 28, 2025 | Equity award (reported as option/stock grant) | 2,413 | $0 (grant) | 224,782 | |
| Jul 29, 2025 | Open-market purchase | 1,350 | $64.80 | 226,132 | |
| Jul 30, 2025 | Open-market purchase | 562 | $62.95 | 226,694 | |
| Aug 4, 2025 | Open-market purchase | 550 | $63.51 | 227,244 | |
| Nov 6–7, 2025 | Open-market purchases via spouse/trusts/daughters (multiple lots) | 3,645 combined | ~$61–63 | Direct 59,611; Indirect 171,? details per trusts/daughters |
The reporting person disclaimed beneficial ownership of certain indirect holdings except to the extent of pecuniary interest (per Form 4 footnotes) .
Related Party Transactions and Conflicts
- Policy: Audit Committee reviews related party transactions over $120,000 unless exempt; considers materiality and independence impacts .
- Banking relationships: The Bank engaged in lending-related transactions with directors/executives/principal stockholders on market terms; outstanding loan balances totaled $6.9 million at year-end 2024; all current and compliant; such transactions (Reg O compliant) are exempt from Audit Committee approval under the RPT Policy .
- Specific to Cohn: No related party transactions attributable to Cohn were disclosed .
- Legal services: De minimis payments to Duane Morris (director Kozlov’s firm) noted; Board determined independence maintained .
Compensation Structure Analysis (Director)
| Metric | FY 2023 | FY 2024 | Implication |
|---|---|---|---|
| Cash fees ($) | 81,208 | 82,383 | Stable cash component; minor YoY increase |
| Stock awards ($) | 115,000 | 90,000 | Lower equity value in 2024 vs 2023; standard annual RSU grant is $90k |
| Mix | Cash + RSUs | Cash + RSUs; option to elect cash-as-stock (others did; not disclosed for Cohn) | Pay structure aligns with shareholder interests via annual RSUs |
Governance Assessment
- Strengths: Independent director; multi-committee service including ESG Chair; Board/committee engagement (high attendance); formal clawback policies (mandatory per SEC/Nasdaq; discretionary broader policy); anti-hedging/pledging; minimum stock ownership guidelines with compliance affirmed .
- Alignment: Material beneficial ownership (222,369 shares; direct and family-benefit holdings) and continued open-market purchases in 2025 signal alignment with shareholders .
- Conflicts: No Cohn-specific related party transactions disclosed; bank’s director/officer lending disclosed as on-market terms and compliant .
Board leadership is independent (McEntee as Chair), majority of directors independent, executive sessions without management, and majority voting standard for director elections support governance quality .