Bancorp Inc

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PROXY SUMMARY

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The Board of Directors of the Company (the “Board of Directors” or the “Board”) is using this Proxy Statement to solicit proxies from the holders of its Common Stock for use at the Company’s 2024 Annual Meeting, which is first being sent or made available to stockholders on or about April 9, 2024. This summary highlights certain information contained in this Proxy Statement for the Annual Meeting. It does not contain all of the information stockholders should consider in making a voting decision. We encourage you to read the entire Proxy Statement before you vote.

Certain information provided in this Proxy Statement relates to The Bancorp Bank, National Association (“The Bancorp Bank, N.A.,” or the “Bank”), which is a wholly-owned subsidiary of the Company. We may refer to the Company and the Bank jointly as “The Bancorp.”

Annual Meeting Information

Voting Items and Board Recommendations

Casting Your Vote

If you are a stockholder of record as of the Record Date, you can vote in one of three ways:

Please cast your vote as soon as possible. If you vote by internet or mail, your vote must be received no later than 11:59 p.m. Eastern Time on May 28, 2024. See “General Information About the 2024 Annual Meeting” for more information on voting your shares.

Board of Directors Highlights

The Board strives to maintain a highly engaged directorate, with balanced tenure and substantive expertise, that exemplifies the diversity, skills, and backgrounds necessary to effectively oversee the Company’s management team and serve the long-term interests of the Company’s stockholders. Collectively, members of the Board provide a stable leadership structure with a high degree of institutional knowledge and insightful perspectives to oversee our unique market position.

Board Structure

Overview of the 10 Director Nominees

The following table provides the ages, tenures, independence status under applicable standards of The Nasdaq Stock Market (“Nasdaq”), and current committee membership of the 10 director nominees to be voted upon at the Annual Meeting.

Chair Member​

Denotes incumbent Chair of the Board

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Denotes new director nominee

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Board Tenure, Composition, and Succession Planning

The Company’s Corporate Governance Guidelines highlight the importance of evaluating board composition and director succession. The Nominating and Governance Committee believes it is desirable for the Board to maintain a mix of experienced, tenured directors who possess institutional knowledge along with the addition of newer directors who have expertise and experience in areas identified in the Corporate Governance Guidelines. As appropriate, the Nominating and Governance Committee assesses the experience, skills, independence and diversity of nominees in the context of the current composition and needs of the Board. The Nominating and Governance Committee endeavors to identify nominees that possess diverse business experiences and appropriate skills to complement the existing Board. In addition, the Board is committed to evaluating a diverse pool of candidates in the director nomination process to further enhance diversity on the Board and add appropriate skills and experience in connection with succession planning at the Board level.

The charts below summarize the gender diversity, age, tenure, and independence of the 10 director nominees.

Corporate Governance Highlights

The Board is committed to maintaining sound and effective corporate governance practices that conform to the highest standards of business ethics and integrity, provide robust oversight of management, and promote the long-term interests of stockholders.

2023 Financial Performance Highlights

The Bancorp delivered strong growth and increasing levels of profitability in financial results for fiscal year 2023. As of December 31, 2023:

Executive Compensation Highlights

Set forth below is a table illustrating key highlights of our compensation practices used to support our business strategies, align with our pay-for-performance philosophy, and exercise strong oversight to mitigate excessive risk-taking.