Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2021, Stephen N. Ashman provided notice of his intention to
retire from the Boards of Directors of Capital Bancorp, Inc. (the "Company") and
its wholly-owned subsidiary, Capital Bank, N.A. (the "Bank"), as well as from
any committees of such Boards of Directors on which he serves, effective
December 31, 2021. Mr. Ashman serves as the Lead Director of the Bank, and as a
member of the Audit Committee, Compensation Committee and Executive Committee of
the Company's Board of Directors. In addition, Mr. Ashman is a member of the
Bank's Executive, Special Asset, Audit, Executive, Human Resources, Loan and
Asset/Liability Committees. In connection with Mr. Ashman's retirement and his
years of service to the Company and the Bank, the Company's Board of Directors
awarded Mr. Ashman with a one-time bonus of $200,000. In addition, Mr. Ashman
agreed to the forfeiture of all of his outstanding unexercised stock options.
Mr. Ashman's decision to retire did not involve any disagreement with Company
management or the Boards of Directors on any matter relating to the Company's or
the Bank's operations, policies or practices.
On December 21, 2021, the Board of Directors of the Company, upon the
recommendation of its Nominating and Corporate Governance Committee, approved
the appointment of Jerome R. Bailey as a Class III director on the Company's
Board of Directors, effective as of December 31, 2021, to fill the vacancy
following Mr. Ashman's retirement. Mr. Bailey currently serves as a member of
the Bank's Board of Directors.
Mr. Bailey is considered an independent director under the applicable Securities
and Exchange Commission and NASDAQ rules. He is also considered an
underrepresented minority under NASDAQ's recently approved rules for diverse
board representation.
As a Class III director, Mr. Bailey will be subject to re-election at the
Company's annual meeting of stockholders to be held in 2023.
There are no arrangements or understandings between Mr. Bailey and any other
person pursuant to which he was selected as director. Mr. Bailey will receive
the same compensation as currently paid to the Company's other Board members.
Item 7.01. Regulation FD Disclosure.
On December 27, 2021, the Company issued a press release announcing the
resignation of Mr. Ashman and the appointment of Mr. Bailey. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K ("Current
Report").
The information furnished under Item 7.01 and Item 9.01 of this Current Report,
including Exhibit 99.1 to this Current Report, shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to liabilities under that Section, nor shall such information
and Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
99.1 Press Release, dated December 27, 2021 (filed herewith)
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