The Bancorp, Inc. ($TBBK)

Hello and welcome to the 2026 Annual Meeting of Stockholders for The Bancorp, Inc. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

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 a.m. Eastern Time. And in accordance with the notice of the meeting, I call to order the 2026 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 in person or virtually. Dwayne Allen, Todd Brockman, Matthew Cohn, Cheryl Creuzot, Hersh Kozlov, William Lamb, Stephanie Mudick and Mark Tryniski. Also serving on the Board of Directors and present 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 2027 Annual Meeting or until his or her respective successor is duly elected and qualified. All directors were previously elected by the stockholders at the 2025 Annual Meeting. We are also joined today by members of the company's executive team and representatives 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 those stockholders who have entered their unique 11-digit control number when entering the virtual meeting platform. As noted earlier, questions may be submitted by using the question box at the right of your screen, typing your question where it says, please submit a question to the presenter and then clicking the submit button. When asking a question, please include your name and the 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 the quorum, which are available through the meeting platform. To access the rules of the quorum, please click on the documents link at the right side of your -- the top right side of your screen. Ms. Erika Caesar, The Bancorp's Executive Vice President, General Counsel and Corporate Secretary, is hereby designated to act as Secretary and Inspector of the 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 being held pursuant to a notice mailed on or about April 13, 2026, to each stockholder of record as of close of business on April 1, 2026, that was entitled to vote. A 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 law, 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. The total number of shares entitled to vote at this meeting is 41,853,761 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 scheduled. 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 2027 Annual Meeting of Stockholders or until his or her respective successor is duly elected and qualified, the following director nominees: Dwayne Allen, Todd Brockman, Matt Cohn, Cheryl Creuzot, Hersh Kozlov, Damian Kozlowski, William Lamb, James McEntee, Stephanie Mudick, and Mark Tryniski. No other nominations 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, 2025. To make this proposal, I recognize Justice William Lamb, Chairman of the Compensation and Talent Committee.

Thank you, Mr. Chairman. 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 through the following resolution, and I quote, "Resolved that the compensation paid to the company's named executive officers as disclosed in the company's proxy statement for its 2026 Annual Meeting of the Stockholders pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion is hereby approved". I so move.

The third proposal to be acted upon by the stockholders is an advisory vote on the ratification of the appointment of the company's independent registered public accounting firm, Crowe LLP for the fiscal year ending December 31, 2026. 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, 2026, be ratified.

We will now open the meeting for questions. To the extent any stockholders that entered their unique 11-digit control number have any questions that have not yet been submitted, please submit those questions now. We will review each question submitted and if appropriate, we will be happy to try to answer it. We will pause now to allow additional time for questions to be submitted. Now I would like the secretary to read questions which may have been submitted related to these proposals.

There are no questions.

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 are already -- 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 vote my shares link at the top right side of your screen. The polls will close in 20 seconds. [Voting]

The polls are now closed. Ms. Caesar will now -- will tally the votes cast and submit her report. We will now turn to the results of the voting upon the proposals presented at the meeting. Will the Inspector of Election please submit her report.

The votes have been counted and The Bancorp's stockholders have, by a majority of the votes cast for each proposal elected each of the nominees for the Board of Directors for a 1-year term expiring on the date of the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, approved on an advisory basis, the compensation of named executive officers for the fiscal year ended December 31, 2025, as disclosed in the proxy statement and approved on an advisory basis, the ratification of the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 2027 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 2025 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, 2026, have been ratified on an advisory basis.

These voting results are preliminary. The final voting results will be reported on a 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 2026 Annual Meeting of Stockholders is adjourned. On behalf of the management and the Board of Directors of The Bancorp, Inc., thank you very much for your attendance. Operator, you can close the call now.

Thank you. Ladies and gentlemen, that concludes today's conference call. Thank you for your participation. You may now disconnect.