🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as a formal invitation and instruction manual for Capital Bancorp's shareholders. The company is asking shareholders to vote on key decisions at the upcoming Annual Meeting. This document provides all the details you need to make an informed vote.

🏢 What The Company Does

👉 In simple terms, Capital Bancorp, Inc. (CBNK) is the holding company for Capital Bank, N.A., a regional bank focused on the Washington, D.C. and Baltimore areas. They provide typical banking services like commercial lending (especially real estate), consumer banking, and specialty lending. Their OpenSky™ credit card business also serves underbanked customers.

📅 Meeting & Voting Essentials

• When: Thursday, May 28, 2026, at 5:00 PM ET.
• Where: 2275 Research Blvd., Suite 110, Rockville, MD 20850.
• Record Date: Shareholders as of March 30, 2026, can vote.
• Quorum Needed: A majority of the 16,309,270 outstanding shares must be present (in person or by proxy) for the meeting to be valid.
• How to Vote: Shareholders can vote online, by phone, by mail, or in person. The deadline for online/phone votes is 11:59 PM ET on May 27, 2026.

🗳️ What You're Voting On

The Board recommends voting FOR all three proposals:

1. Election of Directors (Proposal 1) The board is divided into three classes with staggered terms. You are voting to elect:

• Four Class III directors (3-year terms): Jerome R. Bailey, Marc McConnell, Steven J. Schwartz, James F. Whalen.
• One Class II director (2-year term): Mark Caplan.
• 👉 Why it matters: This vote determines who guides the company's strategy and oversight. The classified board structure means only about one-third of directors are up for election each year, promoting stability.

2. Advisory Vote on Executive Compensation (Proposal 2) This is the "say-on-pay" vote. Shareholders are asked to approve (on a non-binding, advisory basis) the compensation paid to the company's top executives.

• 👉 Why it matters: While the vote isn't legally binding, the Board and Compensation Committee will consider the outcome when making future pay decisions. It's a key way for shareholders to voice their opinion on whether executive pay is aligned with company performance.

3. Ratification of Auditors (Proposal 3) The Board asks shareholders to ratify the selection of Elliott Davis, PLLC as the independent accounting firm for the 2026 fiscal year.

• 👉 Why it matters: This is a standard governance procedure. Shareholder approval ensures the company's financial statements are audited by a firm they trust.

👥 Meet the Director Nominees

The proposed directors have diverse backgrounds, heavily weighted toward real estate, finance, and business leadership:

• Jerome R. Bailey (49): Real estate developer, involved in the DC market. Chair of the Bank's Loan Committee.
• Marc McConnell (46): CEO of manufacturing and finance companies, including Art's Way Manufacturing. Brings M&A experience from a recent bank acquisition.
• Steven J. Schwartz (71): Current Board Chairman, attorney, and CPA with over 40 years in finance, investing, and banking.
• James F. Whalen (64): CEO of a commercial real estate firm, long-time Board member (since 2001), and Chairman of the Bank's Board.
• Mark Caplan (67): President of a real estate investment firm, with past banking board experience.

💰 Executive Compensation Snapshot

The document provides detailed tables showing the 2025 compensation for the Named Executive Officers (NEOs), including CEO Edward F. Barry.

• Compensation Mix: Pay includes salary, annual bonuses, stock awards, and option awards, designed to align executive interests with long-term shareholder value.
• Pay-for-Performance: The filing includes a new "Pay Versus Performance" table, which attempts to show the relationship between executive compensation and the company's financial performance over several years.
• Stock Ownership Guidelines: Executives and directors are required to hold significant company stock. For example, the CEO must hold shares worth 5x his base salary.

⚖️ Corporate Governance & Key Policies

• Board Structure: The board has 13 members. Ten are deemed "independent." The roles of Chairman (Steven J. Schwartz) and CEO (Edward F. Barry) are separated.
• Risk Oversight: The Board oversees risk through its committees (Audit, Compensation, Risk, etc.). Cybersecurity is highlighted as a monitored, high-priority risk area.
• Insider Trading & Prohibitions: The company has a strict policy prohibiting short sales, hedging, and pledging company stock as collateral (with one grandfathered exception for President Scot Browning).
• ESG Commitment: The filing details 2025 ESG efforts, including $163M in solar energy loans, community volunteerism through "Capital Cares," and financial literacy programs.

📞 Contact Information

For questions or to request materials:

• Address: Capital Bancorp, Inc., 2275 Research Blvd., Suite 600, Rockville, MD 20850
• Phone: 301-468-8848
• Website & Materials: Available at http://www.astproxyportal.com/ast/22094 or the company's investor relations site.

🧠 The Analogy

Think of this proxy statement as the agenda and briefing book for a crucial board meeting where you, as a shareholder, get a vote. The company is handing you the meeting details, introducing the leaders seeking your approval, explaining their pay plan, and asking you to sign off on the auditors who will check the company's books.

🧩 Final Takeaway

Capital Bancorp is holding its annual shareholder meeting to elect directors, approve executive pay, and ratify its auditor. The Board recommends voting FOR all proposals. As a shareholder, this is your direct opportunity to influence the company's governance and voice your opinion on leadership and compensation.