Todd Brockman
About Todd J. Brockman
Independent director of The Bancorp, Inc. (TBBK); age 59; appointed to the Board in 2024. Career payments executive with >20 years in card issuing, processing, and prepaid; retired SVP, Global Head of Issuing Solutions at Visa and longtime GM of Visa DPS. Currently independent and serves on the Audit Committee (appointed in early 2025). No current public company directorships beyond TBBK.
Past Roles
| Organization | Role | Tenure/Years | Notes/Impact |
|---|---|---|---|
| Visa Inc. | SVP, Global Head of Issuing Solutions; concurrently GM, Visa DPS | SVP role from 2021–2023; GM Visa DPS 2010–2023 | Led one of the world’s largest issuer processors; broad issuing/processing oversight |
| Visa Inc. | Global Head of Prepaid | 2001–2008 | Built/led prepaid network business |
| Galileo Processing, Inc. | President | 2008–2010 | Leadership in issuer processing/fintech infrastructure |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed |
Board Governance
- Independence: The Board determined Brockman is independent under Nasdaq and company standards; only the CEO is non‑independent among nominees.
- Committee assignments: Member, Audit Committee (appointed in early 2025); Audit Chair is Mark E. Tryniski (Brockman is not Chair).
- Meeting cadence/attendance context: Board met 6 times in 2024; director nominees recorded ~98% Board attendance and 100% committee attendance in 2024. Audit (6), Comp & Talent (4), Risk (7), Nominating (6), ESG (3).
- Board leadership: Independent Board Chair (James J. McEntee III); executive sessions held without management.
| Governance Element | Status/Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit Committee (member) |
| Appointment to committees | Early 2025 |
| Audit Committee Chair | Mark E. Tryniski (not Brockman) |
| Board meetings 2024 | 6 meetings; ~98% attendance among nominees |
Fixed Compensation
- Structure: Annual cash retainer $75,000; Audit Committee members $5,000; other committee members $2,500 per committee; Audit Chair $10,000; other committee Chairs $5,000; non‑executive Board Chair additional $70,000. Directors may elect to take some/all cash in stock.
| Component | Amount (USD) |
|---|---|
| Annual director retainer (cash) | $75,000 |
| Audit Committee member fee | $5,000 |
| Other committee member fee (per committee) | $2,500 |
| Audit Committee Chair fee | $10,000 |
| Other committee Chair fee | $5,000 |
| Non‑executive Board Chair add’l fee | $70,000 |
| Cash retainer can be taken as stock | Yes (election permitted) |
- 2024 compensation for Brockman (pro‑rata): Joined after the 2024 annual meeting; eligible only for pro‑rata cash (no pro‑rata equity). Received $18,750 cash; $0 stock awards; total $18,750.
| 2024 Director Compensation (Brockman) | Amount (USD) |
|---|---|
| Cash fees | $18,750 |
| Stock awards | $0 |
| Total | $18,750 |
Performance Compensation
- Annual director equity program: RSUs with grant date market value of $90,000 to each independent director elected at the annual meeting; grant date 5/30/2024 had closing price $32.32; standard vesting in equal annual installments over three years. Directors who join after the annual meeting do not receive a pro‑rata equity grant (applies to Brockman in 2024).
| Equity Element | Terms |
|---|---|
| Annual RSU value | $90,000 per independent director elected at annual meeting |
| 2024 RSU grant date and price | May 30, 2024; $32.32 closing price used for fair value |
| Vesting | 1/3 per year over 3 years |
| Performance metrics | None (time‑based RSUs) |
| Pro‑rata for mid‑year joins | Not provided; no pro‑rata equity when joining after annual meeting |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| — | — | No other public company boards disclosed; no interlocks identified |
Expertise & Qualifications
- Payments, fintech, processing leadership (Visa DPS GM 2010–2023; Global Head of Issuing Solutions; Global Head of Prepaid). Board cites “significant expertise relating to payment networks and payment processing capabilities” as reason for nomination.
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (shares) | 8,217 shares |
| Ownership as % of outstanding | <1% |
| Stock ownership guidelines | Directors must own ≥2x annual fees; 5 years to comply; all directors and executive officers in compliance as of proxy date |
| Hedging/pledging | Company prohibits hedging and pledging of Company equity |
Governance Assessment
- Signals of effectiveness and alignment:
- Independent Audit Committee member since early 2025; Audit oversight strength supported by a designated financial expert on the committee (Tryniski as Chair).
- Strong independence posture: Board majority independent; Brockman classified independent.
- High engagement culture: 2024 ~98% Board and 100% committee attendance among nominees; 6 Board meetings; robust committee cadence.
- Director pay-for-service structure with annual RSUs ($90k) and option to take cash as stock promotes alignment; Brockman’s 2024 was all cash due to post‑meeting start, consistent with policy.
- Ownership alignment: Director ownership guidelines in place (2x fees) with reported compliance; hedging and pledging prohibited.
- Shareholder support context: Say‑on‑Pay received ~96% approval at 2024 meeting, indicating broad investor support of compensation governance.
- Conflicts/related party exposure:
- No related‑party transactions disclosed involving Brockman; RPT section notes de minimis legal fees to a firm affiliated with another director (Kozlov), within independence thresholds reviewed by the Board.
- RED FLAGS:
- None identified specific to Brockman (no RPTs, no pledging/hedging permitted, attendance context strong).