William Lamb
About William H. Lamb
Independent director of The Bancorp, Inc. since 2004; age 85. Founding Partner at Lamb McErlane PC; former Justice of the Pennsylvania Supreme Court (Jan 2003–Jan 2004). The Board designates him independent under Nasdaq rules; his core credentials are decades of legal, banking governance, and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania Supreme Court | Justice | Jan 2003–Jan 2004 | State judiciary leadership |
| JeffBanks, Inc. and Jefferson Bank | Director and Corporate Secretary | Until 1999 (acquired by Hudson United Bank) | Bank governance, corporate secretary responsibilities |
| Pennsylvania Court of Judicial Discipline | President Judge; Member | Since 2004 (appointments) | Judicial discipline oversight |
| Pennsylvania Elections Reform Task Force | Member | Since 2004 (appointment) | State-level election reform engagement |
| President’s Advisory Committee on the Arts | Appointee | Since 2004 (appointment) | Federal cultural advisory role |
External Roles
| Organization | Role | Status |
|---|---|---|
| Other public company boards | — | None disclosed |
| Lamb McErlane PC | Founding Partner | Ongoing |
Board Governance
- Independence: Board has a substantial majority of independent directors; Lamb is independent under Nasdaq standards .
- Committee assignments: Chair, Compensation and Talent Committee; Member, Executive Committee; Member, Nominating and Governance Committee .
- Attendance: Board meeting attendance ~98% and committee meeting attendance 100% for 2024 director nominees; the Board held six meetings in 2024, with all director nominees attending except one who missed one meeting .
- Board practices: Majority voting in uncontested elections; annual elections; executive sessions of independent directors at Board and committee level; stock ownership guidelines and two clawback policies (mandatory for execs tied to restatements; discretionary for VPs+ tied to misconduct) .
- Risk oversight: Audit (6 meetings) and Risk (7 meetings) take primary risk oversight; ESG and Compensation & Talent also cover risk aspects; committee meeting counts shown for 2024 .
Fixed Compensation
General director compensation structure:
- Annual cash retainer: $75,000 .
- Committee chair fee: $5,000 (Audit Chair $10,000) .
- Committee member fee: $2,500 per committee; Audit Committee members $5,000 .
- Non-executive Board Chair supplement: $70,000 (not applicable to Lamb) .
2024 actuals for William H. Lamb:
| Year | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 83,124 | 90,000 | 173,124 |
Notes:
- Directors may elect to take some/all annual cash compensation in stock (excluding committee-related fees) .
- 2024 RSU grant date fair value based on $32.32 closing price (May 30, 2024) .
Performance Compensation
Annual equity for directors is time-vested RSUs; no performance metrics disclosed for director grants.
| Grant | Grant Date | Instrument | Grant Date Value ($) | Terms |
|---|---|---|---|---|
| Annual Director RSU | May 30, 2024 | RSUs | 90,000 | Granted to independent directors elected at the annual meeting; time-based vesting; grant value at $32.32 close |
No formulaic or metric-linked director equity plan provisions are disclosed for directors; equity is designed for ownership alignment rather than pay-for-performance triggers .
Other Directorships & Interlocks
- Other public company directorships: None .
- Historical interlock: Board Chair James J. McEntee III was a stockholder and of counsel at Lamb McErlane PC (1990–1999; 2000–2004), Lamb is a founding partner; this is historical, not disclosed as a current related-party transaction .
- Related-party transactions: No disclosure involving Lamb; Board disclosed de minimis legal fees to Duane Morris (Director Kozlov’s firm) and ordinary-course Regulation O lending to directors/executives; outstanding related-party loan balances were $6.9 million as of Dec 31, 2024 .
Expertise & Qualifications
- Legal and regulatory: Significant legal experience with business and financial matters; past judiciary service .
- Banking governance: ≈50 years as director of public bank holding companies; leadership in compensation oversight and governance .
- Committee leadership: Chair of Compensation and Talent—skills in pay governance and talent/succession oversight .
Equity Ownership
As of April 2, 2025 (record date):
| Holder | Direct Shares | Indirect (Trust) Shares | Total Beneficial | Percent of Class |
|---|---|---|---|---|
| William H. Lamb | 218,562 | 21,278 | 239,840 | <1% (of 47,954,218 shs outstanding) |
Ownership policies:
- Directors must own ≥2× annual fees in common stock; newly appointed directors have 5 years to comply; all directors and executives currently in compliance .
- Insider Trading Policy prohibits hedging and pledging of Company stock or derivatives (enhances alignment) .
Insider trades (recent):
| Date | Type | Shares | Price ($) | Notes |
|---|---|---|---|---|
| May 6, 2024 | Purchase | 3,051 | 32.03 | Form 4 (SEC); increased direct holdings |
| May 7, 2024 | Purchase | 1,000 | 32.45 | Form 4 (SEC) |
| Aug 8, 2025 | Gift to trusts | 2,000 | — | Four trusts for grandchildren; Reporting person disclaims beneficial ownership of trust-held securities (Form 4) |
| Nov 7, 2025 | Gift | 600 | — | Code G; direct beneficial after transaction disclosed in filing; trust positions noted (Form 4) |
Governance Assessment
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Strengths:
- Independent director with deep governance and legal experience; chairs Compensation and Talent Committee, a critical pay-for-performance oversight body .
- Strong Board-level governance structures (majority voting, executive sessions, clawbacks for executives, ownership guidelines) and high attendance rates signal an engaged Board .
- Ownership alignment via annual RSUs; policy prohibits hedging/pledging; director meets ownership guidelines and holds a substantial personal stake .
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Potential risks/RED FLAGS to monitor:
- Long tenure and advanced age (85) may raise succession/refreshment considerations; however, Board appears to be actively managing composition with new additions in 2024–2025 .
- Historical professional ties between Lamb McErlane and current Board Chair McEntee may be perceived as an interlock; no current related-party transactions disclosed involving Lamb or his firm .
- Ordinary-course lending to directors/executives exists but is compliant with Regulation O; balances of $6.9 million disclosed—monitor for changes or outliers .
-
Compensation governance quality:
- Director pay structure balanced between cash retainer/committee fees and time-based RSUs ($90k annual) consistent with peer practices; no director meeting fees disclosed; some directors elect cash-to-stock for retainer enhancing alignment .
- Executive clawbacks (mandatory and discretionary) and anti-hedging indicate a shareholder-friendly risk posture; while not directed at directors, they evidence overall governance rigor .
Overall, Lamb’s profile supports investor confidence in pay oversight and governance, with independence, high engagement, and ownership alignment; perceived risks relate to tenure/age and historical relationships, mitigated by Board refreshment and absence of current RPT exposure .