The Bancorp, Inc. (TBBK) Earnings Call Transcript & Summary

Hello, and welcome to the 2025 Annual Meeting of Stockholders for The Bancorp Inc. Please note that this meeting is being recorded. [Operator Instructions] I now turn the call over to the Chair of the meeting.

Good morning, ladies and gentlemen. I am James McEntee, Chair of the Board of Directors of The Bancorp, Inc. It is my pleasure to welcome all of you. It is 10:00 Eastern time. In accordance with the notice of the meeting, I call to order the 2025 Annual Meeting of Stockholders of The Bancorp, Inc., which is being held virtually. Before proceeding, I would like to make certain introductions and announcements. I would like to introduce the other directors of The Bancorp who are present today either in person or telephonically: Dwayne Allen, Todd Brockman, Matt Cohn, Cheryl Creuzot, Hersh Kozlov, William Lamb, Stephanie Mudick and Mark Tryniski. Also serving on the Board of Directors and President is Damian Kozlowski, our Chief Executive Officer. Each of the current directors is standing for election to serve a 1-year term that will expire at the 2026 Annual Meeting or until his or her respective successor is duly elected and qualified. I also note that Mr. Allen and Mr. Brockman were appointed to the Board of Directors after the 2024 Annual Meeting and that this is the first time their appointment as directors is subject to a stockholder vote. All other directors were previously elected by the stockholders at the 2024 Annual Meeting. We are also joined today by members of the bank's executive team and a representative from Crowe LLP, the company's independent registered public accounting firm, who will be available for questions. There will be a designated time for questions prior to the announcement of the results of the balloting. Questions are welcome from stockholders who have entered their 11-digit control number when entering the virtual meeting platform. As noted earlier, questions may be submitted via the message icon at the top left of your screen by typing your message, then clicking the send icon to the right of the message box. When asking a question, please include your name and number of shares you hold. We encourage you to submit any questions as they arise during the meeting, and we will respond to them as appropriate. With respect to any questions regarding the procedures for this meeting, I encourage you to review our rules of decorum, which are available through the meeting platform. To access the rules of decorum, please click the document icon at the top left side of your screen. Ms. Erika Caesar, Bancorp's Executive Vice President, General Counsel and Corporate Secretary, is hereby designated to act as Secretary and Inspector of Election for this meeting. I would now like Ms. Caesar to report on whether the requirements for holding this meeting have been met.

This meeting is held pursuant to a notice mailed on or about April 11, 2025, to each stockholder of record as of the close of business on April 2, 2025, who is entitled to vote. The list of the stockholders entitled to vote at this meeting has been available at the company's executive offices for the past 10 days. Proxies were solicited on behalf of the Board of Directors of The Bancorp for this meeting. Under applicable laws, for there to be a quorum for the consideration of any matter at this meeting, there must be present in person or by proxy, the holders of a majority of shares issued and outstanding and entitled to vote at this meeting. The total number of shares entitled to vote at this meeting is 47,954,218 shares. Of these shares, they are represented in person or by proxy here today, the holders of a majority of the shares issued and outstanding and entitled to vote at this meeting.

I hereby declare that we have a quorum and the meeting is duly convened and competent to proceed with the transaction of business. We will now proceed to the business of this annual meeting. We will now review each of the 3 proposals outlined in the company's proxy statement and then proceed to the stockholder vote on the proposals. Please note that the polls have been open since the beginning of the meeting. The first proposal to be acted upon by the stockholders is the election of all directors of The Bancorp. On behalf of the Board of Directors and as recommended by the Nominating and Governance Committee, I hereby nominate for election as directors of The Bancorp to serve for a 1-year term expiring on the date of the 2026 Annual Meeting of Stockholders or until his or her respective successor is duly elected and qualified, the following directors -- director nominees: Dwayne Allen, Todd Brockman, Matt Cohn, Cheryl Creuzot, Hersh Kozlov, Damian Kozlowski, William Lamb, James J. McEntee, Stephanie Mudick and Mark Tryniski. No other nominations that have been made in accordance with the advance notice provisions of the company's bylaws, therefore, no other nominees are eligible. The second proposal to be acted upon by the stockholders is an advisory vote on the compensation paid to our named executive officers for the fiscal year ended December 31, 2024. To make this proposal, I recognize Justice William Lamb, Chair of the Compensation and Talent Committee.

Thank you, Mr. Chairman, and good morning. On behalf of the Board of Directors and the Compensation and Talent Committee I hereby move that the stockholders approve on an advisory basis, our compensation proposal and through the following resolution resolved that the compensation paid to the committee's named executive officers as displayed in the company's proxy statement Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion is hereby approved. That is the resolution.

The third proposal to be acted upon by the stockholders is an advisory vote for the ratification of the appointment of the company's independent registered public accounting firm, Crowe LLP, for the fiscal year ending December 31, 2025. To make this proposal, I recognize Mark Tryniski, Chair of the Audit Committee.

Thank you, Mr. Chairman. On behalf of the Board of Directors and the Audit Committee, I hereby move that the appointment of Crowe LLP to audit The Bancorp's financial statements for the fiscal year ending December 31, 2025, be ratified. .

We will now open the meeting for questions. To the extent any stockholders entered their unique 11-digit control number have any questions that have not yet been submitted, please do so now. We will review each question submitted. And if appropriate, we would be happy to try to answer it. We will pause now to allow additional time for questions to be submitted. I'll make 1 final call for questions. Now I would like the secretary to read questions which may have been submitted, if any.

There are no questions, Mr. Chairman.

As there are no questions, I suggest that we proceed to the vote tally. Each holder of common stock is entitled to 1 vote for each share of stock held by him or her for each proposal. If you have already voted your shares and do not wish to change your vote, no action is required at this time. If you have not yet voted or would like to change your vote, you may do so by clicking the proxy voting site link on the left side of your screen. The polls will close in 20 seconds. The polls are now closed. Ms. Caesar will tally the votes and cast and submit her reports. We will now turn to the results of the voting upon the proposals presented at the meeting. Will the inspector of elections, please submit her report to me.

The votes have been counted and The Bancorp stockholders have, by a majority of the votes cast for each proposal approve the election of the nominees for the Board of Directors for a 1-year term expiring on the date of the 2026 Annual Meeting of Stockholders or until their successors are elected and qualified, approved on an advisory basis, the resolution of the Board of Directors approving the compensation of nonexecutive officers for the fiscal year ended December 31, 2024, as described in the proxy statement and approved on an advisory basis, the ratification of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

I hereby declare that the director nominees have been duly elected directors of the company each for a 1-year term that will expire at the 2026 Annual Meeting of Stockholders or until his or her respective successor is duly elected and qualified. I further declare that the compensation paid to the company's named executive officers for the 2024 fiscal year has been approved on an advisory basis and the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, has been ratified on an advisory basis.

These volume results are preliminary. The final voting results will be reported on the current report on Form 8-K that the company will file with the Securities and Exchange Commission within 4 business days after this meeting.

Thank you. The report of the Inspector of Election as presented is accepted, and I direct that the certificate of the Inspector of Election when received be filed with the records of the company. There being no further business to come before the meeting, I declare that this 2025 Annual Meeting of Stockholders is adjourned. On behalf of the management and Board of the Directors of The Bancorp Bank, thank you very much for your attendance.