Independent
Tenure on this board
0.2 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2026; Advisory (non-binding) approval of executive compensation (say-on-pay).
Elect five director nominees to the Board: Rilla R. Delorier, Steven D. Hovde, Michael R. Patterson, Gregory A. Tisdel (three-year terms) and Jeffrey M. Chapman (two-year term).
Ratify the Audit Committee’s selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Baker Tilly US, LLP as Coastal Financial’s independent registered public accounting firm for fiscal year 2026. Management seeks shareholder ratification as a customary corporate governance practice to confirm the Audit Committee’s appointment and to provide transparency and shareholder oversight over the choice of external auditors. The Audit Committee’s recommendation is grounded in factors such as Baker Tilly’s tenure since 2016, the Audit Committee’s ongoing engagement and discussions with the firm, an assessment of its professional qualifications and past performance, and the institutional knowledge the firm has developed about the Company’s operations, accounting policies and internal controls. Ratification does not constrain the Audit Committee from considering future changes in the firm if circumstances warrant, and the proxy statement notes that the committee would consider other firms if the appointment is not ratified. This is a routine but important governance item; management recommends a vote FOR, arguing continuity and knowledge retention support audit quality and reduce transition risk, while also acknowledging that shareholder rejection would prompt a reassessment by the Audit Committee.
An advisory, non-binding 'say-on-pay' proposal to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory approval of the Company’s executive compensation disclosed in the proxy materials. Management frames the compensation program as designed to attract and retain qualified executives while aligning pay with performance through a mix of base salary, cash incentives, time-based RSUs and performance-based PSUs tied to financial and stock price metrics. The Compensation Committee highlights several governance features supporting its recommendation: use of an independent compensation consultant (Pearl Meyer), a clawback policy in compliance with SEC and Nasdaq rules, multiple performance metrics for incentive awards to avoid excessive risk-taking, and structured long-term equity awards with time and performance vesting to tie pay to shareholder value. The vote is non-binding; however, the Compensation Committee and the Board will consider the outcome in future compensation decisions. The Board recommends a vote FOR for reasons that include demonstrated alignment between pay and measured performance and prior shareholder support (approximately 94% in 2025).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 8.36% | 1,275,034 | $97M |
| 2 | Azora Capital LP | 4.32% | 658,617 | $50M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.69% | 562,222 | $43M |
| 4 | STATE STREET CORP | 3.64% | 554,958 | $42M |
| 5 | BlackRock, Inc. | 3.24% | 493,390 | $38M |
| 6 | COOPER CREEK PARTNERS MANAGEMENT LLC | 2.95% | 450,134 | $34M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.93% | 447,432 | $34M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.75% | 418,674 | $32M |
| 9 | BlackRock, Inc. | 2.32% | 354,011 | $27M |
| 10 | FMR LLC | 2.30% | 350,445 | $27M |
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