Stephanie Mudick
About Stephanie B. Mudick
Independent director at The Bancorp, Inc. (TBBK) since 2019, age 69, and currently Chair of the Board Risk Committee, with additional service on the ESG and Executive Committees. Mudick is a former Executive Vice President at JPMorgan Chase where she served as Head of Regulatory Strategy (2010–2018) and held senior roles at Citigroup including Co-General Counsel/Corporate Secretary and EVP/CAO of the Global Consumer Group; her core credentials center on bank regulatory strategy, controls, consumer finance, and conflicts governance . The Board has determined she is independent under Nasdaq standards; in 2024 the Board reported ~98% attendance at Board meetings and 100% attendance at committee meetings among nominees, underscoring high engagement levels across the slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Executive Vice President; Head of Regulatory Strategy | 2008–2018; 2010–2018 (Regulatory Strategy) | Managed firmwide regulatory agenda; designed key regulatory deliverables; developed controls infrastructure; managed conflicts of interest governance |
| Citigroup, Inc. – Global Consumer Group | EVP, Chief Administrative Officer; Head of Consumer Operations | 2005–2007 | Senior operating leadership for global consumer products |
| Citigroup, Inc. – Legal Department | Various roles incl. Co-General Counsel and Corporate Secretary | 1993–2005 | Board/committee advisory; governance and legal leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PacWest Bancorp | Director (public company) | Aug 2022–2023 | Service concluded upon merger with Banc of California (BANC) in 2023 |
| HIAS | Director (non-profit) | Not disclosed | Current non-profit board service |
| Institute of International Education (IIE) | Director (non-profit) | Not disclosed | Current non-profit board service |
Board Governance
- Committee assignments and roles (current): Risk Committee Chair; member of ESG and Executive Committees .
- Committee cadence (2024): Risk (7 meetings), ESG (3), Executive (—), illustrating a substantive risk oversight workload; Board held 6 meetings .
- Independence: Determined independent under Nasdaq standards; all standing committees are composed exclusively of independent directors .
- Risk oversight scope (as Risk Chair): Oversees enterprise risk management, risk appetite and metrics, and cybersecurity program; CIO/CISO report regularly; policies reviewed/approved at least annually .
- Attendance/engagement: Board reported ~98% attendance at Board meetings and 100% at committee meetings for nominees who served in 2024 .
Fixed Compensation
| Component | Policy/Amount | Mudick 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | Elected into stock | Directors may elect to take some/all cash retainer in stock awards (excluding committee fees) |
| Committee chair fee | $5,000 (non-Audit) | $5,000 cash | Risk Committee Chair |
| Committee member fee | $2,500 per committee | $5,000 cash | ESG ($2,500); Executive ($2,500) |
| Audit Chair fee | $10,000 | N/A | Not applicable to Mudick |
| Non-exec Board Chair add’l | $70,000 | N/A | Not applicable |
| 2024 “Fees earned or paid in cash” | — | $10,000 | Reflects committee-related fees paid in cash |
Performance Compensation
| Item | Company Policy / Individual Detail | Date/Value |
|---|---|---|
| Annual director equity grant | RSUs with grant-date market value of $90,000 to each independent director elected at the annual meeting | Policy level |
| Stock awards (Mudick) | Stock awards (RSUs) elected in lieu of cash retainer plus annual grant | $165,000 fair value in 2024 |
| Grant pricing detail | RSU grant-date closing price used for valuation | $32.32 on May 30, 2024 |
No performance condition metrics are disclosed for director equity; awards are time-based RSUs intended to align directors with stockholder interests .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| PacWest Bancorp | Public | Director (prior) | Service ended with 2023 merger; no ongoing interlock disclosed |
| Non-profits (HIAS; IIE) | Non-profit | Director | No related-party transactions disclosed with TBBK |
Expertise & Qualifications
- Bank regulatory strategy and governance: Led regulatory strategy and major deliverables at JPM; extensive experience engaging boards/committees at JPM and Citi .
- Controls and conflicts governance: Central to controls infrastructure and conflicts governance at JPM .
- Consumer financial products: Senior operating leadership at Citi’s Global Consumer Group .
- Risk oversight: Chairs TBBK’s Risk Committee with remit over ERM, risk appetite, and cybersecurity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Stephanie B. Mudick | 36,689 | <1% | As of April 2, 2025; based on 47,954,218 shares outstanding |
| Ownership guidelines | Directors must own ≥2x annual fees in common stock | All directors in compliance as of proxy date | |
| Hedging/pledging | Prohibited under Insider Trading Policy | No pledging disclosed |
Governance Assessment
-
Strengths for investor confidence:
- Independent director with top-tier regulatory and controls pedigree; serves as Risk Chair overseeing ERM and cybersecurity, aligning with TBBK’s fintech/payments risk profile .
- High alignment: in 2024 she elected to take the annual cash retainer in stock (excluding committee fees), resulting in $165,000 of stock awards; this increases skin-in-the-game and signals confidence .
- Board-wide engagement benchmarks were strong (98% Board, 100% committee attendance for nominees), and the Board/committees conduct annual evaluations and maintain clawback and anti-hedging policies .
-
Watch items / potential red flags:
- Credit risk management was rated “did not meet” in the 2024 CEO balanced scorecard due to higher-than-expected nonperforming bridge loans; as Risk Chair, Mudick’s committee will be central to remediation and ongoing oversight of this portfolio risk .
- No related-party transactions were disclosed for Mudick; the only director-related RPT note concerned de minimis payments to a law firm affiliated with another director (Board assessed independence remained intact) .
-
Compensation structure signals:
- Director compensation mix balances cash (committees) with equity; policy provides RSUs ($90,000) annually, with optional stock in lieu of cash retainer. Mudick’s choice to take stock emphasizes long-term alignment over current cash, a positive governance signal .
-
Shareholder sentiment context:
- Say-on-pay support was ~96% at the 2024 annual meeting, and the company maintains mandatory and discretionary clawback policies and ownership guidelines; these frameworks bolster overall governance quality (committee independence, executive sessions, majority voting) .
Overall, Mudick’s regulatory depth and risk governance leadership, combined with her equity-heavy director compensation election and ownership policy compliance, support investor confidence. The key monitoring area is credit quality within real estate bridge lending—explicitly flagged in 2024—where her Risk Committee oversight will be a focal point for assessing forward risk discipline .