Board Justification

We seek to align the interests of our named executive officers with the interests of our stockholders. Therefore, our compensation programs are designed to reward our named executive officers for the achievement of strategic and operational goals and the achievement of increased stockholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

Board Justification

For 2024, the Compensation Committee utilized a performance-based approach for determining incentives for our NEOs. Mr. Barry had a maximum opportunity of 120 percent of salary; Mr. Poynot had a maximum opportunity of 45 percent of salary; and Mr. Dicker had a maximum opportunity of 90 percent of salary. Every year the Compensation Committee communicates both quantitative and qualitative performance factors to the Chief Executive Officer. Mr. Barry's goals for 2024 included metrics related to return on equity, core deposit growth, net loan growth, Capital Bank Home Loans ("CBHL") profitability, and OpenSky™ net card growth, weighted at 60 percent, and several strategic objectives, weighted at 40 percent.

Board Justification

401(k)Match 10,350, Auto Allowance 3,000, Cell Phone Allowance 6,000, HSA 900, Health & Welfare 19,582

Board Justification

N/A