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Section 1: DEF 14A (DEF 14A)

ck0001437958-def14a_20190408.htm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant

Filed by a Party other than the Registrant

 

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material pursuant to §240.14a-12

 

Coastal Financial Corporation

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

1.

Title of each class of securities to which transaction applies:

N/A

 

2.

Aggregate number of securities to which transaction applies:

N/A

 

 

3.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

N/A

 

 

4.

Proposed maximum aggregate value of transaction:

N/A

 

 

5.

Total fee paid:

N/A

Fee paid previously with preliminary materials:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

1.

Amount Previously Paid:

N/A

 

 

2.

Form, Schedule or Registration Statement No.:

N/A

 

 

3.

Filing Party:

N/A

 

 

4.

Date Filed:

N/A

 

 


 

April 8, 2019

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Coastal Financial Corporation (the Company”). We will hold the meeting at the Company’s offices located at 5415 Evergreen Way, Everett, Washington, on Monday, May 20, 2019 at 6:00 p.m., local time.

The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. Directors and officers of the Company, as well as a representative of Moss Adams LLP, the Company’s independent registered public accounting firm, will be present to respond to appropriate questions of shareholders.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote online or by telephone, or to complete and mail the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously voted online or by telephone or if you have mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

Eric M. Sprink

President and Chief Executive Officer


NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS OF

COASTAL FINANCIAL CORPORATION

 

 

TIME AND DATE:

6:00 p.m., local time, on Monday, May 20, 2019.

PLACE:

Offices of the Company, 5415 Evergreen Way, Everett, Washington 98203.

ITEMS OF BUSINESS:

(1)

To elect four directors to serve for a term of three years and one director to serve for a term of two years;

 

(2)

To ratify the selection of Moss Adams LLP as our independent registered public accounting firm for fiscal year 2019; and

 

(3)

To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.

RECORD DATE:

To vote, you must have been a shareholder at the close of business on March 29, 2019.

 

It is important that your shares be represented and voted at the meeting. You can vote your shares online or by telephone, or by completing and returning the proxy card or voting instruction card sent to you. Voting instructions are printed on your proxy card or voting instruction card and are included in the accompanying proxy statement. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement. Whether or not you plan to attend the annual meeting, please vote online or by telephone, or by marking, signing, dating and promptly returning the enclosed proxy card or voting instruction card.

 

 

By Order of the Board of Directors

 

 

Joel G. Edwards

 

Corporate Secretary

 

 

Everett, Washington

 

April 8, 2019

 

 

       Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of             Shareholders to be held on May 20, 2019

             This proxy statement and the Company’s Annual Report on Form 10-K for the year ended

                December 31, 2018, are available at www.coastalbank.com.

 

 


 

 

 

INFORMATION ABOUT THE MEETING

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Coastal Financial Corporation (which we refer to in this proxy statement as “Coastal Financial,” “we,” “us,” “our,” or the “Company”) to be used at the annual meeting of shareholders of the Company. The Company is the holding company for Coastal Community Bank (the “Bank”).

Time and Location

The annual meeting will be held at the Company’s offices located at 5415 Evergreen Way, Everett, Washington on Monday, May 20, 2019 at 6:00 p.m., local time. A notice of internet availability of proxy materials regarding this proxy statement is being first mailed to shareholders on or about April 8, 2019.

Who Can Vote at the Meeting

You are entitled to vote your shares of Coastal Financial common stock if the records of the Company show that you held your shares as of the close of business on March 29, 2019. If your shares are held in a stock brokerage account or by a bank or other nominees, you are considered the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker on how to vote your shares. Your broker, bank or other nominee has enclosed a voting instruction form for you to use in directing it on how to vote your shares.

As of the close of business on March 29, 2019, 11,902,715 shares of Coastal Financial common stock were outstanding and entitled to vote. Each share of common stock has one vote.

Attending the Meeting

If you are a shareholder as of the close of business on March 29, 2019, you may attend the annual meeting. However, if you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a bank, broker or other nominee are all examples of proof of ownership. If you want to vote your shares of Coastal Financial common stock held in street name in person at the meeting, you will need a written proxy in your name from the broker, bank or other nominee who holds your shares.

Vote Required

The annual meeting will be held only if there is a quorum. A majority of the outstanding shares of Coastal Financial common stock entitled to vote, represented in person or by proxy, constitutes a quorum. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting.

 

Item 1 – In voting on the election of directors, you may vote in favor of the nominees or withhold votes as to the nominees. There is no cumulative voting for the election of directors. Directors are elected by a plurality of the votes cast at the annual meeting. “Plurality” means that the nominees receiving the largest number of votes cast will be elected up to the maximum number of directors to be elected at the annual meeting. The maximum number of directors to be elected at the annual meeting is five. In the election of directors, votes that are withheld will have no effect on the outcome of the election.

 

Item 2 – In voting on the approval to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast at the annual meeting.

1


INFORMATION ABOUT THE MEETING

 

 

Abstentions and Broker Non-Votes

Abstentions and “broker non-votes” are not considered “votes cast” and will therefore have no effect on the outcome of any vote taken at the annual meeting. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes will be counted for purposes of determining the existence of a quorum.

Effect of Not Casting Your Vote

If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Item 1). Current regulations restrict the ability of your bank or broker to vote your uninstructed shares in the election of directors and other matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf. These are referred to as broker non-votes. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Item 2). If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting and your shares will not count for purposes of determining the existence of a quorum.

Voting by Proxy

This proxy statement is being sent to you by the Board of Directors of the Company to request that you allow your shares of the Company common stock to be represented at the annual meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you vote online or by telephone, or if you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.

The Board of Directors recommends that you vote:

 

“FOR” each of the nominees for director; and

 

“FOR” the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm.

If any matter not described in this proxy statement is properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your shares of Coastal Financial common stock may also be voted by the persons named in the proxy card on the new meeting date, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the annual meeting.

You may revoke your proxy at any time before the vote is taken at the annual meeting. To revoke your proxy, you must either advise the Corporate Secretary of the Company in writing before your Company common stock has been voted at the annual meeting, deliver a later-dated valid proxy or attend the meeting and vote your shares in person. Attendance at the annual meeting will not in itself constitute revocation of your proxy.

If your Coastal Financial common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions by telephone or by the Internet. Please see the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominees, you must contact your broker, bank or other nominee.

 

 

2


 

 

CORPORATE GOVERNANCE

General

The Company periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency and maintains full compliance with the laws, rules and regulations that govern the Company’s operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts best corporate governance policies and practices for the Company.

Code of Ethics and Business Conduct

The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer and persons performing similar functions. The Code of Business Conduct and Ethics is available upon written request to Corporate Secretary, Coastal Financial Corporation, 5415 Evergreen Way, Everett, Washington 98203 and on the Company’s website at www.coastalbank.com. If the Company amends or grants any waiver from a provision of the Code of Business Conduct and Ethics that applies to its executive officers, it will publicly disclose such amendment or waiver on its website and as required by applicable law, including by filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.

Meetings and Committees of the Board of Directors

The Company conducts business through meetings of its Board of Directors and its committees. The Company’s Board of Directors held 11 regular meetings during the fiscal year ended December 31, 2018. No director attended fewer than 75% of the total meetings of the Company’s Board of Directors and committees on which such director served.

3


CORPORATE GOVERNANCE

 

 

The following table identifies our standing committees and their members as of March 29, 2019. All members of each committee are independent in accordance with the listing standards of the Nasdaq Stock Market, Inc. The Board of Directors has adopted a written charter for each committee that, among other things, specifies the scope of each committee’s rights and responsibilities. A copy of each committee charter is available on the Company’s website at www.coastalbank.com.

 

Director

 

Audit Committee

 

 

Compensation Committee

 

 

Governance and

Nominating Committee

Andrew P. Skotdal

 

 

 

 

 

 

 

 

 

X

Christopher D. Adams (1)(3)

 

X

 

 

X

 

 

 

Andrew R. Dale

 

X

 

 

 

 

 

 

X

John M. Haugen, Jr. (2)

 

X

 

 

 

 

 

 

 

Steven D. Hovde (2)

 

X

 

 

X

 

 

X

Stephan Klee (3)(4)

 

X*

 

 

X*

 

 

 

Thomas D. Lane

 

X

 

 

X

 

 

X*

Eric M. Sprink

 

 

 

 

 

 

 

 

 

 

Gregory A. Tisdel (4)

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Meetings in 2018

 

 

9

 

 

 

2

 

 

4

 

 

 

 

 

 

 

 

 

 

 

*  Chairman

 

 

 

 

 

 

 

 

 

 

(1) Mr. Adams may serve on the Audit Committee for up to one year from July 17, 2018, the Company's listing date, pursuant to the transition period provided in Rule 10A-3(b)(1)(iv)(A) under the Securities Act of 1933.

(2) Mr. Hovde served on the Audit Committee until May 21, 2018; Mr. Haugen served on the Audit Committee until July 23, 2018.

(3) Mr. Adams was Chairman of the Audit Committee from January 1, 2018 to July 23, 2018; Mr. Klee was Chairman of the Audit Committee from July 23, 2018 to December 31, 2018.

(4) Mr. Tisdel was Chairman of the Compensation Committee from January 1, 2018 to July 23, 2018; Mr. Klee was Chairman of the Compensation Committee from July 23, 2018 to December 31, 2018.

 

Audit Committee. The Audit Committee assists the Board of Directors in discharging its duties related to the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications, independence and performance, the performance of our internal audit function, our accounting and financial reporting process and financial statement audits. Among other things, the responsibilities of the Audit Committee include:

 

Being responsible for the appointment, compensation, retention and oversight of the independent auditors;

 

Reviewing the Company’s annual and quarterly financial statements with management and the independent auditors;

 

Overseeing internal audit activities;

 

Pre-approving all audit and permissible non-audit services to be performed by the Company’s independent auditors;

 

Authorizing, reviewing, and approving the Audit Committee Report to be included in the Company’s annual proxy statement;

 

Reviewing and approving any related or affiliated third party transactions;

4


CORPORATE GOVERNANCE

 

 

 

Establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by its employees of concerns regarding questionable accounting or auditing matters; and

 

Reviewing the Audit Committee’s performance and the adequacy of the Audit Committee’s charter on an annual basis.

The Company also provides for appropriate funding, as determined by the Audit Committee, for payment of compensation to the Company’s independent auditors, any independent counsel or other advisors engaged by the Audit Committee and for administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

The Board of Directors has determined that Andrew R. Dale and Stephan Klee are “audit committee financial experts,” as such term is defined by the rules and regulations of the Securities and Exchange Commission.

The report of the Audit Committee appears in this proxy statement under the heading “Item 2 — Ratification of Independent Registered Public Accounting Firm—Audit Committee Report.”

Compensation Committee. The Compensation Committee establishes, administers and reviews the Company’s policies, programs and procedures for compensating its executive officers and directors. The functions and responsibilities of the Compensation Committee include:

 

Overseeing the Company’s overall compensation structure, policies and programs, and assessing whether the Company’s compensation structure establishes appropriate incentives for management and employees;

 

Reviewing and approving annually the corporate goals and objectives applicable to the compensation of the President and Chief Executive Officer, evaluating at least annually the President and Chief Executive Officer’s performance in light of these goals and objectives, and recommending the President and Chief Executive Officer’s compensation level based on this evaluation;

 

In collaboration with the President and Chief Executive Officer, reviewing and evaluating the performance of the Company’s executive officers and approving such other executive officers’ compensation and benefits;

 

Reviewing, administering and making recommendations to the Board of Directors with respect to the Company’s incentive compensation and equity-based plans;

 

Reviewing and making recommendations to the Board of Directors regarding any employment or severance arrangements or plans;

 

Reviewing the Company’s incentive compensation arrangements to determine whether they encourage any excessive risk-taking, reviewing at least annually the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk;

 

Retaining such compensation consultants, legal counsel or other advisors as the Compensation Committee deems necessary or appropriate for it to carry out its duties, with direct responsibility for the appointment, compensation and oversight of work of such consultants, counsels and advisors;

 

Preparing a report on executive compensation for inclusion in the Company’s annual meeting proxy statement;

5


CORPORATE GOVERNANCE

 

 

 

Reviewing and making recommendations to the Board of Directors with respect to the compensation of the Company’s directors;

 

Developing a succession plan for our executive officer positions, reviewing it periodically and developing and evaluating potential candidates for succession; and

 

Reviewing the Compensation Committee’s performance and the adequacy of its charter on an annual basis.

Governance and Nominating Committee. The Governance and Nominating Committee is responsible for assisting the Board of Directors in discharging its duties related to corporate governance and nominating functions. Among other things, the functions and responsibilities of the Governance and Nominating Committee include:

 

Developing policies on the size and composition of the Company’s Board of Directors;

 

Developing and recommending to the Board of Directors criteria to be used in identifying and selecting nominees for director;

 

Reviewing possible candidates for election to the Board of Directors;

 

Recommending to the Board of Directors candidates for election or re-election to the Board of Directors;

 

Recommending committee structure, composition and assignments;

 

Conducting an annual performance evaluation of the Board of Directors and its committees; and

 

Reviewing the Governance and Nominating Committee’s performance and the adequacy of its charter on an annual basis.

Minimum Qualifications. The Governance and Nominating Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. First, a candidate must meet the eligibility requirements set forth in the Company’s Bylaws, which include an age limitation. A candidate also must meet any qualification requirements set forth in any Board or committee governing documents.

The Governance and Nominating Committee will consider the following criteria in selecting nominees: contributions to the range of talent, skill and expertise appropriate for the Board; financial, regulatory and business experience; knowledge of the banking and financial services industries; familiarity with the operations of public companies and ability to read and understand financial statements; familiarity with the Company’s market area and participation in and ties to local businesses and local civic, charitable and religious organizations; personal and professional integrity, honesty and reputation; ability to represent the best interests of the shareholders of the Company and the best interests of the Bank; ability to devote sufficient time and energy to the performance of his or her duties; independence; current equity holdings in the Company; and any other factors the Governance and Nominating Committee deems relevant, including age, diversity, size of the Board of Directors and regulatory disclosure obligations. In its consideration of diversity, the Governance and Nominating Committee seeks to create a Board that is strong in its collective knowledge and that has a diverse set of skills and experience with respect to management and leadership, vision and strategy, accounting and finance, business operations and judgment, industry knowledge and corporate governance.

In addition, prior to nominating an existing director for re-election to the Board of Directors, the Governance and Nominating Committee will consider and review an existing director’s Board and committee attendance and performance; length of Board service; experience, skills and contributions that the existing director brings to the Board; and independence.

6


CORPORATE GOVERNANCE

 

 

Director Nomination Process. The process that the Governance and Nominating Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:

For purposes of identifying nominees for the Board of Directors, the Governance and Nominating Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as their knowledge of members of the communities served by the Bank. The Governance and Nominating Committee also will consider director candidates recommended by shareholders in accordance with the policy and procedures set forth below. The Governance and Nominating Committee has not previously used an independent search firm to identify nominees.

In evaluating potential nominees, Governance and Nominating Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above. In addition, the Governance and Nominating Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominees and the contributions he or she would make to the Board.

Consideration of Recommendations by Shareholders. It is the policy of the Governance and Nominating Committee to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors. The Governance and Nominating Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Governance and Nominating Committee does not perceive a need to increase the size of the Board of Directors. In order to avoid the unnecessary use of the Governance and Nominating Committee’s resources, the Governance and Nominating Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Shareholders. To submit a recommendation for a director candidate to the Governance and Nominating Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Governance and Nominating Committee, care of the Corporate Secretary, at the main office of the Company:

 

1.

The name of the person recommended as a director candidate;

 

2.

All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

 

3.

The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

 

4.

As to the shareholder making the recommendation, the name and address, as they appear on the Company’s books, of such shareholder; provided, however, that if the shareholder is not a registered holder of the Company’s common stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

 

5.

A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination by the Board of Directors at the Company’s annual meeting of shareholders, the recommendation must be received by the Governance and Nominating Committee at least 120 calendar days prior to the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year.

7


CORPORATE GOVERNANCE

 

 

Board Leadership Structure

Our Board of Directors does not have a formal policy requiring the separation of the roles of Chief Executive Officer and Chairman of the Board. It is the Board of Directors’ view that rather than having a rigid policy, the Board of Directors, with the advice and assistance of the Governance and Nominating Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our leadership structure separates the offices of Chief Executive Officer and Chairman of the Board, with Eric M. Sprink serving as our President and Chief Executive Officer, Andrew P. Skotdal as Chairman of the Board, and Christopher D. Adams as Vice Chairman of the Board, reinforcing the leadership role of our Board of Directors in its oversight of our business and affairs.

Board Oversight of Risk Management

Our Board of Directors believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. Our Board of Directors, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board of Directors assuming a different and important role in overseeing the management of the risks the Company faces.

The Audit Committee of the Board of Directors is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting). The Compensation Committee of the Board of Directors has primary responsibility for risks and exposures associated with our compensation policies, plans and practices, regarding both executive compensation and the Company’s compensation structure generally. In particular, our Compensation Committee, in conjunction with our President and Chief Executive Officer and other members of our management, as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Governance and Nominating Committee of the Board of Directors oversees risks associated with the independence of our Board of Directors and potential conflicts of interest.

Our senior management is responsible for implementing our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis, and reporting to our Board of Directors regarding our risk management processes. Our senior management is also responsible for creating and recommending to our Board of Directors for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

The role of our Board of Directors in our risk oversight is consistent with our leadership structure, with our President and Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board of Directors and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

Attendance at the Annual Meeting

The Board of Directors encourages directors to attend the annual meeting of shareholders. All directors serving on the Board of Directors at the time of the annual meeting attended the Company’s annual meeting of shareholders in 2018.

 

8


 

 

ITEM 1. ELECTION OF DIRECTORS

The Company’s Board of Directors consists of nine members, all of whom are independent under the current listing standards of the Nasdaq Stock Market, except for Eric M. Sprink, who is the President and Chief Executive Officer of the Company and the Bank. In determining the independence of its directors, the Board considered transactions, relationships or arrangements between the Company, the Bank and its directors that are not required to be disclosed in this proxy statement under the heading “Transactions with Related Persons.” The Board is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year.

At the annual meeting, shareholders will elect four directors to serve for a three-year term and one director to serve for a two-year term.  The Board of Directors’ nominees for election to each serve until the 2022 annual meeting of shareholders are Christopher D. Adams, Sadhana Akella-Mishra, Steven D. Hovde, and Thomas D. Lane.  The Board of Directors’ nominee for election to serve until the 2021 annual meeting of shareholders is Stephan Klee.  With the exception of Ms. Akella-Mishra, all nominees currently serve on the Board of Directors of the Company.  The Board nominated Ms. Akella-Mishra for election as a director upon the recommendation of the Governance and Nominating Committee.

Unless you indicate on the proxy card that your shares should not be voted for the nominees, the Board of Directors intends that the proxies solicited by it will be voted for the election of each of the Board’s nominees. If any nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board. At this time, the Board of Directors knows of no reason why any nominees might be unable to serve.

The Board of Directors recommends a vote “FOR” the election of Christopher D. Adams, Steven D. Hovde, Stephan Klee, Thomas D. Lane, and Sadhana Akella-Mishra.

Information regarding the Board of Directors’ nominees for election at the annual meeting is provided below. Unless otherwise stated, each director has held his current occupation for the last five years. The age indicated for each individual is as of December 31, 2018. There are no family relationships among the directors or executive officers. The indicated period of service as a director includes service as a director of the Bank.

 

 

9


ITEM 1. ELECTION OF DIRECTORS

 

 

 

NOMINEES FOR ELECTION OF DIRECTORS:

CHRISTOPHER D. ADAMS

(three-year term)

 

Age: 39

 

Director Since: 2016

Biographical Information:

Christopher D. Adams is a partner in the law firm of Adams & Duncan, Inc., P.S. in Everett, Washington. Mr. Adams practices in the areas of corporate law, commercial real estate and tax matters.

Qualifications:

Mr. Adams brings to the Board of Directors legal expertise and familiarity with our market area.

STEVEN D. HOVDE

(three-year term)

 

Age: 64

 

Director Since: 2011

Biographical Information:

Steven D. Hovde is the Chairman and Chief Executive Officer at Hovde Group, LLC, an investment banking and advisory firm that serves bank and thrift clients across the United States, where he is responsible for managing its investment banking activities, the strategic development of mergers and acquisitions of bank and thrift institutions, and its private equity activities. He serves as a director of Republic Bank of Chicago and as a trustee of several charitable foundations.

Qualifications:

Mr. Hovde provides the Board of Directors with important experience and insight into the financial services industry.

 

STEPHAN KLEE

(three-year term)

 

Age:  45

 

Director since: 2018

 

 

Biographical Information:

Stephan Klee has served as the Chief Financial Officer at Portag3 Ventures, which makes investments in innovative financial services companies, since February 2018. Prior to joining Portag3, Mr. Klee served as Chief Financial Officer of Zenbanx Holding, Inc. from February 2015 to September 2017 and remained in an executive capacity after its merger with SoFi, Inc., one of the largest U.S. fintech companies. Previously, Mr. Klee served as a Senior Vice President at Bank of Nova Scotia, at ING Direct Canada, where he was CFO and Treasurer from 2011 to 2014, and at ING Direct USA, where he served as Chief of Staff from 2002 to 2011.

Qualifications:

Mr. Klee brings to the Board of Directors experience in private equity and finance.

THOMAS D. LANE

(three-year term)

 

Age: 49

 

Director since: 1997

Biographical Information:

Thomas D. Lane is the owner and president and chief executive officer of Dwayne Lane’s Auto Family, which operates five automobile dealerships. He is active in community organizations and currently serves on the Economic Alliance Snohomish County board of trustees. Mr. Lane is a founding director of the Company.

Qualifications:

Mr. Lane brings to the Board of Directors leadership experience and familiarity with our market area.

10


ITEM 1. ELECTION OF DIRECTORS

 

 

SADHANA AKELLA-MISHRA

(two-year term)

 

Age: 42

 

 

Biographical Information:

Sadhana Akella-Mishra has served as the Chief Information Security and Compliance Officer for Finxact, Inc., a core banking software company, since July 2018.  From May 2018 to June 2018, Ms. Akella-Mishra was the Chief Compliance Officer for Sunlight Payments (now Purposeful), an electronic payments company.  Prior to that time, Ms. Akella-Mishra served as the Chief Compliance Officer (Global) of Geoswift Ltd. from June 2017 to April 2018 and as the U.S. Head of Compliance for Geoswift US Inc. from November 2016 to June 2017.  From April 2016 to November 2016, Ms. Akella-Mishra served as the Senior Manager, General Compliance of Ripple, Inc. Prior to that time, she served as the Chief Compliance Officer of Zenbanx Holding Ltd. from March 2014 to April 2016 and as a Senior Compliance Manager for Zenbanx Holding Ltd. from August 2013 to February 2014.  From July 2007 to July 2013, Ms. Akella-Mishra served in various positions with Deutsche Bank, including as Americas Regional Head, Anti Financial Crime-Fraud from September 2012 to July 2013.

Qualifications:

Ms. Akella-Mishra brings to the Board of Directors compliance and information security expertise and familiarity with the financial services industry.

 


11


ITEM 1. ELECTION OF DIRECTORS

 

 

 


DIRECTORS CONTINUING IN OFFICE:

JOHN M. HAUGEN, JR.

 

Age: 70

 

Director since: 1997

 

Term expires: 2020

Biographical Information:

John M. Haugen, Jr. is a retired businessman. From 1984 until 2007, he was the president and majority owner of Crown Photo Systems, Marysville, Washington, a leading manufacturer of equipment and supplies for the photo industry. Mr. Haugen is a founding director of the Company.

Qualifications:

Mr. Haugen brings to the Board of Directors leadership experience and familiarity with our market area.

ANDREW P. SKOTDAL

 

Age: 48

 

Director since: 1997

 

Term expires: 2020

Biographical Information:

Andrew P. Skotdal serves as President of the office and industrial portfolios of Skotdal Real Estate, a private commercial real estate development company that develops projects as long-term investments in the northern Puget Sound region and that also operates retail and multi-family portfolios. He is also the President and co-owner of S-R Broadcasting Co., Inc., which operates radio stations serving the northern Puget Sound region. He is a member of Young Presidents Organization, a global network of young chief executives. Mr. Skotdal also serves as an advisor to a technology start-up company headquartered on Mercer Island.  Mr. Skotdal is a founding director of the Company.

Qualifications:

Mr. Skotdal brings to the Board of Directors leadership experience, expertise in finance and real estate, technology start-up experience and strategy, and familiarity with our market area.

GREGORY A. TISDEL

 

Age: 64

 

Director since: 2002

 

Term expires: 2020

 

Biographical Information:

Gregory A. Tisdel is the former owner of Tiz’s Door Sales, Inc. and a member of the City of Everett Planning Commission. He serves on the Advisory Board of the Puget Sound Clean Air Agency and is past Special Advisor to the Economic Alliance Snohomish County. Mr. Tisdel has been active in community organizations, including the YMCA, American Red Cross Snohomish County Chapter and Volunteers of America.

Qualifications:

Mr. Tisdel brings to the Board of Directors leadership experience and familiarity with our market area.

12


ITEM 1. ELECTION OF DIRECTORS

 

 

ANDREW R. DALE

 

Age: 52

 

Director since: 2011

 

Term expires: 2021

 

Biographical Information:

Andrew R. Dale is the Managing Director of Montlake Capital LLC, a private equity firm based in Seattle, Washington, a position he has held since 1999. He currently serves on the board of directors or managers for Montlake portfolio companies including AA Asphalting LLC, Institute for Corporate Productivity, Inc., Fast Water Heater Company, LLC, PR Systems LLC, and Specified Fittings, LLC. Mr. Dale is the former Vice Chair of the Board of Trustees for the Center for Infectious Disease Research, former President of the Evergreen Venture Capital Association and currently serves on the board of the Roosevelt High School Foundation.

Qualifications:

Mr. Dale brings to the Board of Directors experience in private equity and finance.

ERIC M. SPRINK

 

Age: 46

 

Director since: 2006

 

Term expires: 2021

Biographical Information:

Eric M. Sprink serves as our President and Chief Executive Officer. Mr. Sprink joined the Company in late 2006 as President and Chief Operating Officer and became Chief Executive Officer in 2010. Mr. Sprink began his banking career working for Security Pacific Bank while enrolled at Arizona State University. He assumed increasing levels of responsibility in the areas of retail operations, consumer and commercial lending and wealth management with Security Pacific Bank and its successor, Bank of America. He then moved to Centura Bank, where he held management positions in retail operations and corporate finance. After Centura Bank was acquired, he held senior management positions at Washington Trust Bank and Global Credit Union. Mr. Sprink is active in industry trade groups and is a director and past chairman of the Community Bankers of Washington.

Qualifications:

Mr. Sprink brings to our Board of Directors leadership experience, significant experience in many facets of the financial services business, and familiarity with our market area.

 

Director Compensation

Director compensation was modified in 2018, therefore compensation was pro-rated for each period covered as indicated below. 

Our non-employee directors received compensation for service and attendance as follows during the period from January 1, 2018 to July 31, 2018:

 

The Chairman of the Board of Directors received annual cash compensation of $22,500;

 

Committee chairs received annual cash compensation of $18,750; and

 

Other directors received annual cash compensation of $15,000.

Our non-employee directors received compensation for service and attendance as follows during the period

13


ITEM 1. ELECTION OF DIRECTORS

 

 

from August 1, 2018 to December 31, 2018:

 

The Chairman of the Board of Directors and audit committee chair received annual cash compensation of $50,000;

 

Other committee chairs received annual cash compensation of $45,000; and

 

Other directors received annual cash compensation of $40,000.

In addition to the cash compensation outlined above, non-employee directors also receive, if eligible, $5,000 in restricted stock, which is awarded at year end.

Andrew R. Dale and Jack T. Thompson, a former director of the Company that served during 2018, were subject to employer policies in 2018 that restricted them from receiving compensation from the Company. The Company paid all 2018 director compensation to their firms, Montlake Capital LLC and Gapstow Capital Partners, which received cash in lieu of any equity compensation.

Mr. Sprink does not receive fees or other compensation for his service as a director of the Company or the Bank.

The following table sets forth information regarding compensation paid during 2018 to our directors who were not named executive officers:

 

 

 

Fees Earned or

Paid in Cash

 

 

Stock Awards

 

 

Total

 

Name

 

($)

 

 

($) (1)

 

 

($)

 

Andrew P. Skotdal

 

$

33,958

 

 

$

7,505

 

 

$

41,463

 

Christopher D. Adams

 

 

27,604

 

 

 

5,005

 

 

 

32,609

 

Andrew R. Dale (2)

 

 

30,417

 

 

 

 

 

 

30,417

 

John M. Haugen, Jr.

 

 

25,417

 

 

 

6,255

 

 

 

31,672

 

Steven D. Hovde

 

 

29,688

 

 

 

6,255

 

 

 

35,943

 

Stephan Klee

 

 

20,833

 

 

 

 

 

 

20,833

 

Thomas D. Lane

 

 

29,688

 

 

 

 

 

 

29,688

 

Jack T. Thompson (2)(3)

 

 

27,083

 

 

 

 

 

 

27,083

 

Gregory A. Tisdel

 

 

27,604

 

 

 

6,255

 

 

 

33,859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The amount reported represents the grant date fair value of the restricted stock award computed in accordance with FASB ASC Topic 718, and based on a grant date stock price of $7.10 per share. All restricted stock awards vest 100% on the second anniversary of the date of grant. As of December 31, 2018, each non-employee director held unvested shares of restricted stock as follows: Skotdal, 2,211 shares; Adams, 1,475 shares; Dale, 0 shares; Haugen, 1,843 shares; Hovde, 1,843 shares; Lane, 0 shares; Thompson, 0 shares; Tisdel, 1,843 shares.

 

(2) All director fees payable to Mr. Dale and Mr. Thompson were paid directly to their firms.

 

(3) Mr. Thompson resigned as a director of the Company and the Bank effective November 27, 2018.

 

 

 

 

 

 

14


 

 

ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Moss Adams LLP to be the Company’s independent registered public accounting firm for the 2019 fiscal year, subject to ratification by shareholders. A representative of Moss Adams LLP will be present at the annual meeting to respond to appropriate questions from shareholders and will have the opportunity to make a statement should he or she desire to do so.

If the ratification of the appointment of the independent registered public accounting firm is not approved by a majority of the votes cast at the annual meeting, the Audit Committee will consider other independent registered public accounting firms. In addition, if the ratification of the independent registered public accounting firm is approved by shareholders at the annual meeting, the Audit Committee may also consider other independent registered public accounting firms in the future if it determines that such consideration is in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm.

Audit and Non-Audit Fees

The following table sets forth the fees billed to the Company for the fiscal years ending December 31, 2018 and December 31, 2017 for services provided by Moss Adams LLP.

 

 

 

2018

 

 

2017

 

Audit and Audit-Related Fees (1)

 

$

423,161

 

 

$

97,500

 

Audit-Related Fees (2)

 

 

11,400

 

 

 

10,900

 

All Other Fees

 

 

333

 

 

 

-

 

 

 

 

 

 

 

 

 

 

(1)  For both years, includes fees for performance of the audit and review of financial statements. For 2018, also includes fees relating to the review of public filings and related services in connection with the Company’s initial public offering.

 

(2) For both years, includes 401(k) audit.

 

 

 

Pre-Approval of Services by the Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent registered public accounting firm does not provide any non-audit services to the Company that are prohibited by law or regulation.

In addition, the Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. Requests for services by the independent registered public accounting firm for compliance with the auditor services policy must be specific as to the particular services to be provided. The request may be made with respect to either specific services or a type of service for predictable or recurring services.

Any proposed specific engagement may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at the next regular meeting of the Audit Committee. The Audit Committee will regularly review summary reports detailing all services being provided to the Company by its independent registered public accounting firm.

15


ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTING FIRM

 

 

During the year ended December 31, 2018, all services were approved, in advance, by the Audit Committee in compliance with these procedures.

Audit Committee Report

The Company’s management is responsible for the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee oversees the Company’s internal control over financial reporting on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm all communications required by generally accepted accounting standards.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with the independent registered public accounting firm the accounting firm’s independence from the Company and its management. In concluding that the accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the independent registered public accounting firm were compatible with their independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting process.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in its report, expresses an opinion on the conformity of the Company’s financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.

Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the Company’s independent registered public accounting firm is in fact “independent.”

16


ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTING FIRM

 

 

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the Securities and Exchange Commission. The Audit Committee has appointed, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019.

Audit Committee of the Board of Directors of Coastal Financial Corporation

Stephan Klee (Chairman)

Christopher D. Adams

Andrew R. Dale

Thomas D. Lane

 

17


 

 

EXECUTIVE COMPENSATION

Summary Compensation Table

The following information is furnished for all individuals serving as the principal executive officer of the Company for the most recently completed fiscal year and the next two most highly compensated executive officers of the Company whose total compensation for 2018 exceeded $100,000.

 

Name and Principal Position

 

Year

 

 

Salary

($)

 

 

Bonus

($)(1)

 

 

Option Awards

($)(2)

 

 

Non-Equity Incentive

Plan Compensation

($)(3)

 

 

All Other

Compensation

($)(4)

 

 

Total

 

Eric M. Sprink

 

2018

 

 

$

360,000

 

 

$

50,000

 

 

$

246,600

 

 

$

175,000

 

 

$

34,744

 

 

$

866,344

 

President and Chief Executive Officer

 

2017

 

 

 

330,000

 

 

 

 

 

 

113,299

 

 

 

169,950

 

 

 

23,896

 

 

 

637,145

 

Joel G. Edwards

 

2018

 

 

 

257,500

 

 

 

71,950

 

 

 

92,234

 

 

 

66,950

 

 

 

22,048

 

 

 

510,682

 

Executive Vice President, Chief Financial Officer

 

2017

 

 

 

250,000

 

 

 

54,375

 

 

 

23,814

 

 

 

50,625

 

 

 

12,000

 

 

 

390,814

 

Russ A. Keithley

 

2018

 

 

 

196,730

 

 

 

37,067

 

 

 

59,952

 

 

 

26,067

 

 

 

21,389

 

 

 

341,205

 

Executive Vice President, Chief Lending Officer

 

2017

 

 

 

180,000

 

 

 

48,775

 

 

 

15,876

 

 

 

18,225

 

 

 

10,877

 

 

 

273,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The amounts reported in this column represent the annual discretionary cash bonuses earned by our named executive officers for fiscal year 2018 and 2017 performance, respectively.

 

(2) The amounts reported in this column represent the grant date fair value of the award of stock options computed in accordance with FASB ASC Topic 718 using the methodology set forth in Note 14 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

(3)  The amounts reported in this column represent the value of incentive awards earned in 2018 and 2017, respectively, based on the Company’s performance against performance levels set by the compensation committee of the Company’s Board of Directors.

 

(4)  The amounts reporteded in this column consist of the following for 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Matching Contribution to 401(k) Plan ($)

 

 

Life Insurance Premiums                        ($)

 

 

Perquisites and Other Benefits               ($)(a)

 

 

Total                                        ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric M. Sprink

 

$

9,250

 

 

$

3,246

 

 

$

22,248

 

 

$

34,744

 

 

 

 

 

 

 

 

 

 

 

 

 

Joel G. Edwards

 

 

12,250

 

 

 

-

 

 

 

9,798

 

 

 

22,048

 

 

 

 

 

 

 

 

 

 

 

 

 

Russ A. Keithley

 

 

12,250

 

 

 

-

 

 

 

9,139

 

 

 

21,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)  The amounts reported in this column include the following for 2018: Mr. Sprink: Includes medical/dental/vision premiums $7,320; spouse travel expenses $3,698.  Mr. Edwards:  Includes medical/dental/vision premiums - $7,320. Mr. Keithley:  Includes medical/dental/vision premiums - $7,306.

 

 

Employment and Change in Control Agreements with Named Executive Officers

Employment Agreement with Eric M. Sprink

We entered into an amended and restated employment agreement with Mr. Sprink on June 18, 2018, pursuant to which he serves as our President and Chief Executive Officer. His amended and restated employment agreement (which has an initial term of five years that extends for successive one-year renewal terms unless either

18


EXECUTIVE COMPENSATION

 

 

party gives 90-days’ advance notice of non-renewal) provides that Mr. Sprink will continue to serve as President and Chief Executive Officer of the Company and the Bank, and as a member of our Board of Directors (subject to re-election by our shareholders) and the Board of Directors of the Bank. As consideration for these services, the employment agreement provides Mr. Sprink with a minimum annual base salary of $360,000, subject to annual review by our compensation committee, an annual cash performance bonus opportunity, an annual equity incentive opportunity, and certain other employee benefits and perquisites, including a car allowance and reimbursement of country club dues.

The employment agreement provides for severance benefits if we terminate Mr. Sprink without “cause” or if he resigns for “good reason” (as each of those terms is defined in the employment agreement), which circumstances we refer to as a “a qualifying termination of employment.” Upon a qualifying termination of employment, Mr. Sprink will be entitled to the following payments and benefits under his employment agreement: an amount equal to the accrued but unpaid base salary and unused vacation pay, a lump sum payment equal to 200% of his then-current annual base salary (unless termination occurs due to a change of control), the pro-rata portion of his annual cash performance bonus, and reimbursement for the cost of continuing group health plan coverage for himself and his dependents for up to one year following the date of termination of employment. In addition, Mr. Sprink will fully vest in all outstanding unvested equity awards that would have vested based solely on Mr. Sprink’s continued employment.

Pursuant to his employment agreement, if Mr. Sprink experiences a qualifying termination of employment within two years following a change of control (as such term is defined in Mr. Sprink’s amended and restated employment agreement), then, in lieu of the cash severance payment otherwise payable to him, Mr. Sprink will be entitled to receive an amount equal to the accrued but unpaid base salary and unused vacation pay, a cash severance payment equal to three times the sum of his then-current base salary, his annual cash bonus for the prior calendar year and the grant date fair value of the his annual equity incentive award for the prior year. In addition, Mr. Sprink will receive a lump-sum payment equal to the cost of 36 months of continuing group health plan coverage for himself and his dependents and will fully vest in all outstanding unvested equity awards that would have vested based solely on Mr. Sprink’s continued employment.

Upon termination of Mr. Sprink’s employment without cause or for good reason and payment of the amounts required under the employment agreement, or upon expiration of the agreement and payment to Mr. Sprink of an amount equal to two times his taxable compensation for prior calendar year, Mr. Sprink will be subject to a one-year post-termination non-competition covenant and a one-year post-termination non-solicitation covenant.

Change in Control Agreement with Joel G. Edwards

We entered into an amended and restated change in control severance agreement with Mr. Edwards effective July 17, 2018. His change in control severance agreement provides that if Mr. Edwards experiences a qualifying termination of employment during the period that begins 90 days prior to a change of control (as such term is defined in Mr. Edward’s change in control severance agreement) and ends 24 months following such change of control, then he will be entitled to receive a cash severance payment equal to two times the sum of his then-current base salary, his cash bonus for the calendar year prior to which the change in control occurs and the value of any equity incentive awards made in the calendar year prior to which the change in control occurs. In addition, if Mr. Edwards experiences a qualifying termination within 24 months of a change of control, he will fully vest in all unvested stock options or other equity incentive compensation awards previously granted to him that would have vested based solely on his continued employment.


19


EXECUTIVE COMPENSATION

 

 

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding outstanding stock awards held by our named executive officers as of December 31, 2018.

 

 

 

 

 

Option Awards

Name

 

Grant Date

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

 

 

Option Exercise

Price($)

 

 

Option Expiration

Date

Eric M. Sprink

 

1/22/2018

 

0(1)

 

 

28,546

 

 

 

7.10

 

 

1/22/2028

 

 

1/26/2017

 

3,382(1)

 

 

30,443

 

 

 

6.50

 

 

1/26/2027

 

 

2/24/2016

 

3,762(1)

 

 

15,048

 

 

 

6.25

 

 

2/24/2026

 

 

7/1/2015

 

5,638(1)

 

 

13,157

 

 

 

7.20

 

 

7/1/2025

 

 

11/13/2014

 

31,835(2)

 

 

7,959

 

 

 

6.25

 

 

11/13/2024

 

 

4/9/2013

 

105,556(3)

 

 

84,444

 

 

 

5.50

 

 

4/9/2023

Joel G. Edwards

 

1/22/2018

 

0(1)

 

 

6,000

 

 

 

7.10

 

 

1/22/2028

 

 

1/26/2017

 

600(1)

 

 

5,400

 

 

 

6.50

 

 

1/26/2027

 

 

2/24/2016

 

1,200(1)

 

 

4,800

 

 

 

6.25

 

 

2/24/2026

 

 

7/1/2015

 

1,800(1)

 

 

4,200

 

 

 

7.20

 

 

7/1/2025

 

 

3/18/2014

 

1,600(1)

 

 

2,400

 

 

 

5.50

 

 

3/18/2024

 

 

11/15/2012

 

2,000(4)

 

 

8,000

 

 

 

4.25

 

 

11/15/2022

Russ A. Keithley

 

1/22/2018

 

0(1)

 

 

4,000

 

 

 

7.10

 

 

1/22/2028

 

 

1/26/2017

 

400(1)

 

 

3,600

 

 

 

6.50

 

 

1/26/2027

 

 

2/24/2016

 

800(1)

 

 

3,200

 

 

 

5.25

 

 

2/24/2026

 

 

7/1/2015

 

1,200(1)

 

 

2,800

 

 

 

7.20

 

 

7/1/2025

 

 

3/18/2014

 

1,040(1)

 

 

1,560

 

 

 

5.50

 

 

3/18/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)  These option awards vest over a ten year period from the grant date, with one-tenth of the options under the grant becoming exercisable on each of the first nine anniversaries of the grant date and the final one-tenth of the options under the grant becoming exercisable 90 days prior to the tenth anniversary of the grant date.

(2)  These option awards vest over a five year period from the grant date, with one-fifth of the options under the grant becoming exercisable on each of the first five anniversaries of the grant date.

(3)  These option awards vest over a nine year period from the grant date, with one-ninth of the options under the grant becoming exercisable on each of the first nine anniversaries of the grant date. All unvested options will vest upon termination of employment.

(4)  These option awards vest over a ten year period from the grant date, with one-tenth of the options under the grant becoming exercisable on each of the first ten anniversaries of the grant date.

 

 

 

20


EXECUTIVE COMPENSATION

 

 

2006 Stock Option and Equity Compensation Plan

The Company’s 2006 Stock Option and Equity Compensation Plan (the “2006 Plan”) is intended to provide incentives to certain officers, employees, and directors to stimulate their efforts toward the continued success of the Company and to operate and manage the business in a manner that will provide for our long-term growth and profitability. Additionally, the 2006 Plan is intended to encourage stock ownership to align the interests of employees and shareholders and to provide a means of rewarding and retaining officers, employees and directors.

 

 

2018 Omnibus Incentive Plan

The Company’s 2018 Stock Option and Equity Compensation Plan (the “2018 Plan”), which was approved by shareholders in May 2018, is designed to motivate and reward those employees and other individuals who are expected to perform at the highest level and contribute significantly to our success, thereby furthering our best interests and those of our shareholders. The 2018 Plan replaces both our 2006 Plan and our Directors’ Stock Bonus Plan, which expired on May 31, 2018. No further awards will be made under those plans. The 2018 Plan will expire on April 30, 2028, the tenth anniversary of shareholder approval. The 2018 Plan will expire sooner if, prior to the end of the term, the maximum number of shares available for issuance under the 2018 Plan has been issued or our Board of Directors terminates the 2018 Plan.

Subject to adjustment (as set forth in the 2018 Plan), 500,000 shares of our common stock are reserved for awards under the 2018 Plan and, at December 31, 2018 487,000 shares of our common stock remained available for new awards under the 2018 Plan. Shares granted under the 2018 Plan that are subject to an outstanding award that is forfeited, expires, terminates, otherwise lapses or is settled for cash, in whole or in part, without the delivery of the shares will again be available for issuance under the 2018 Plan. However, shares tendered or withheld in payment of an exercise price or in respect of taxes related to awards will not become available for issuance under the 2018 Plan.

Risk Considerations in our Compensation Program

We believe that our compensation policies and practices for our employees are reasonable and properly align our employees’ interests with those of our shareholders. We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. Although certain of our employees who are not named executive officers are compensated by the number or dollar volume of transactions they complete, our extensive underwriting process is designed to prevent us from entering into transactions that deviate from our underwriting standards.


 

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STOCK INFORMATION

The following table provides information as of March 29, 2019 about the persons known to the Company to be the beneficial owners of more than 5% of the Company’s outstanding common stock. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power.

 

Name and Address

 

Number of Shares

Owned

 

Percent of Common Stock

Outstanding (1)

 

Steven D. Hovde (2)

 

1,709,457 (2)

 

14.36%

 

1629 Colonial Parkway

 

 

 

 

 

 

Inverness, Illinois 60067

 

 

 

 

 

 

Andrew R. Dale (3)

 

1,496,506 (3)

 

12.57%

 

Montlake Capital LLC

 

 

 

 

 

 

Montlake Capital Advisor II LLC

 

 

 

 

 

 

Montlake Capital II, L.P.

 

 

 

 

 

 

Montlake Capital II-B, L.P.

 

 

 

 

 

 

1200 Fifth Avenue, Suite 1800

 

 

 

 

 

 

Seattle, Washington 98101

 

 

 

 

 

 

EJF Capital LLC (4)

 

962,453 (4)

 

8.09%

 

Emanuel J. Friedman

 

 

 

 

 

 

EJF Sidecar Fund, Series LLC – Small Financial

 

 

 

 

 

 

Equities Series

 

 

 

 

 

 

EJF Financial Services Fund, LP

 

 

 

 

 

 

EJF Financial Services GP, LLC

 

 

 

 

 

 

2107 Wilson Boulevard, Suite 410

 

 

 

 

 

 

Arlington, Virginia 22201

 

 

 

 

 

 

Financial Opportunity Fund LLC (5)

 

609,455 (5)

 

5.12%

 

FJ Capital Management LLC

 

 

 

 

 

 

Martin Friedman

 

 

 

 

 

 

1313 Dolley Madison Blvd, Ste 306

 

 

 

 

 

 

McLean, Virginia 22101

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)  Based on 11,902,715 shares of Company common stock outstanding and entitled to vote as of March 29, 2019.

 

(2)  Includes (i) 1,708,240 shares owned individually by Mr. Hovde and (ii) 1,217 shares of unvested restricted stock.

 

(3)  Mr. Dale is the Managing Director of Montlake Capital LLC, which holds all of the capital and voting interests in Montlake Capital Advisor II LLC, the sole general partner of Montlake Capital II, L.P., which owns 853,241 shares of common stock, and Montlake Capital II-B, L.P., which owns 643,265 shares of common stock.

 

(4)  Based on a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 13, 2019.

 

(5)  Based on a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 21, 2019.

 

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STOCK INFORMATION

 

 

The following table provides information as of March 29, 2019 about the shares of Coastal Financial common stock that may be considered to be beneficially owned by each director or nominee for director of the Company, by those named executive officers of the Company listed in the Summary Compensation Table and all directors and executive officers of the Company as a group. A person may be considered to beneficially own any shares of common stock over which he or she has directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, none of the shares listed are pledged as security and each of the listed individuals has sole voting and investment power with respect to the shares shown.

 

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STOCK INFORMATION

 

 

Name

 

Number of

Shares

Owned

 

Percent of

Stock

Outstanding (1)

 

Directors and Director Nominees:

 

 

 

 

 

 

 

 

 

Christopher D. Adams

 

 

18,811

 

(2)

 

*

 

Sadhana Akella-Mishra

 

 

-

 

 

 

*

 

Andrew R. Dale

 

 

1,496,506

 

(3)

 

12.57%

 

John M. Haugen, Jr.

 

 

96,006

 

(4)

 

*

 

Steven D. Hovde

 

 

1,709,457

 

(5)

 

14.36%

 

Thomas D. Lane

 

 

92,458

 

(6)

 

*

 

Stephan Klee

 

 

336

 

(7)

 

*

 

Andrew P. Skotdal

 

 

505,737

 

(8)

 

4.25%

 

Eric M. Sprink

 

 

199,592

 

(9)

 

1.65%

 

Gregory A. Tisdel

 

 

10,240

 

(10)

 

*

 

Named Executive Officers Who Are Not Directors:

 

 

 

 

 

 

 

 

 

Joel G. Edwards

 

 

22,160

 

(11)

 

*

 

Russ A. Keithley

 

 

8,814

 

(12)

 

*

 

All directors, nominees and executive officers as a group (14 persons)

 

 

4,209,617

 

 

 

34.81%

 

 

 

 

 

 

 

 

 

 

 

*  Represents less than 1% of the Company’s outstanding shares.

 

 

 

 

 

 

 

 

 

(1)  Based on 11,902,715 shares of Company common stock outstanding and entitled to vote as of March 29, 2019.

 

(2)  Includes (i) 17,770 shares owned individually by Mr. Adams and (ii) 1,041 shares of unvested restricted stock.

 

(3)  Mr. Dale is the Managing Director of Montlake Capital LLC, which holds all of the capital and voting interests in Montlake Capital Advisor II LLC, the sole general partner of Montlake Capital II, L.P., which owns 853,241 shares of common stock, and Montlake Capital II-B, L.P., which owns 643,265 shares of common stock.

 

(4)  Includes (i) 87,605 shares owned individually by Mr. Haugen, (ii) 1,217 shares of unvested restricted stock, (iii) 5,184 shares held by Mr. Haugen’s individual retirement account and (iv) 2,000 shares held by Mr. Haugen’s spouse

 

(5)  Includes (i) 1,708,240 shares owned individually by Mr. Hovde and (ii) 1,217 shares of unvested restricted stock.

 

(6)  Includes (i) 92,122 shares held by Mr. Lane jointly with his spouse, as to which Mr. Lane shares voting and dispositive power and (ii) 336 shares of unvested restricted stock.

 

(7)  Includes 336 shares of unvested restricted stock.

 

(8)  Includes (i) 7,579 shares owned individually by Mr. Skotdal, (ii) 1,393 shares of unvested restricted stock, (iii) 427,757 shares owned by a limited liability company as to which Mr. Skotdal shares voting and dispositive power, (iv) 37,888 shares owned by a corporation as to which Mr. Skotdal shares voting and dispositive power, (v) 1,600 shares held by Mr. Skotdal’s spouse, and (vi) 29,520 shares held in trusts for Mr. Skotdal’s children over which Mr. Skotdal exercises voting and dispositive power.

 

(9)  Includes (i) 14,126 shares owned by Mr. Sprink jointly with his spouse, as to which Mr. Sprink shares voting and dispositive power, (ii) 4,863 shares held by Mr. Sprink through the Bank’s 401(k) plan, (iii) 1,200 shares held by Mr. Sprink's children, as to which Mr. Sprink shares voting and dispositive power, and (iv) 179,403 shares of Company common stock underlying options that have vested or that will vest within 60 days. Excludes 177,104 shares of Company common stock underlying options that are subject to vesting.

 

(10)  Includes (i) 8,158 shares owned by Mr. Tisdel individually, (ii) 1,217 shares of unvested restricted stock and (iii) 865 shares owned by a corporation controlled by Mr. Tisdel.

 

(11)  Includes (i) 15,160 shares owned directly by Mr. Edwards and (ii) 7,000 shares of Company common stock underlying options that have vested or that will vest within 60 days. Excludes 38,600 shares of Company common stock underlying options that are subject to vesting.

 

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STOCK INFORMATION

 

 

(12)    Includes (i) 3,914 shares held by Mr. Keithley through the Bank's 401(k) plan, (ii) 4,900 shares of Company common stock underlying options that have vested or that will vest within 60 days. Excludes 20,200 shares of Company common stock underlying options that are subject to vesting.

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than 10% shareholders are required by regulation to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in Coastal Financial common stock during the year ended December 31, 2018, except for a late Form 4 filed by Andrew P. Skotdal in September 2018 with respect to the acquisition of shares of Company common stock.  

 

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OTHER INFORMATION

Policies and Procedures for Approval of Related Persons Transactions

We maintain a Policy and Procedures Governing Related Person Transactions, which is a written policy and set of procedures for the review and approval or ratification of transactions involving related persons. Under the policy, related persons consist of directors, director nominees, executive officers, persons or entities known to us to be the beneficial owner of more than five percent of any outstanding class of the voting securities of the Company, or immediate family members or certain affiliated entities of any of the foregoing persons.

Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which:

 

the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year;

 

the Company is, will, or may be expected to be a participant; and

 

any related person has or will have a direct or indirect material interest.

The policy excludes certain transactions, including:

 

any compensation paid to an executive officer of the Company if the Compensation Committee of the Board approved (or recommended that the Board approve) such compensation;

 

any compensation paid to a director of the Company if the Board or an authorized committee of the Board approved such compensation;

 

any transaction with a related person involving consumer and investor financial products and services provided in the ordinary course of the Company’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties or to the Company’s employees on a broad basis (and, in the case of loans, in compliance with the Sarbanes-Oxley Act of 2002); and

 

Any extension of credit with a Related Person provided in the ordinary course of the Company’s business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans provided to unrelated third parties and which did not involve more than the normal risk of collectability or present other unfavorable features. However, loans on nonaccrual status or that are past due, restructured or potential problem loans are not considered excluded transactions.

Related person transactions will be approved or ratified by the Audit Committee. In determining whether to approve or ratify a related person transaction, the Audit Committee will consider all relevant factors, including:

 

whether the terms of the proposed transaction are at least as favorable to the Company as those that might be achieved with an unaffiliated third party;

 

the size of the transaction and the amount of consideration payable to the related person;

 

the nature of the interest of the related person;

 

whether the transaction may involve a conflict of interest; and

26


 

 

whether the transaction involves the provision of goods and services to the Company that are available from unaffiliated third parties.

A member of the Audit Committee who has an interest in the transaction will abstain from voting on approval of the transaction, but may, if so requested by the chair of the Audit Committee, participate in some or all of the discussion.

Transactions with Related Persons

The Company or the Bank may occasionally enter into transactions with certain “related persons.” Related persons include our executive officers, directors, beneficial owners of 5% or more of our common stock, immediate family members of or other persons sharing a household with these persons and entities in which one of these persons has a direct or indirect material interest. We generally refer to transactions with these related persons as “related party transactions.”

Certain Related Party Transactions

The following is a description of transactions since January 1, 2016, including currently proposed transactions to which we have been or are to be a party in which the amount involved exceeded or will exceed $120,000, and in which a related party had or will have a direct or indirect material interest.

Investment Agreements. On March 30, 2011, in connection with the completion of a private placement of our common stock in which we raised gross proceeds of approximately $5.3 million, we entered into substantially identical Investment Agreements with CJA Private Equity Financial Restructuring Master Fund I LP (the Gapstow fund), Montlake Capital II, L.P. and Montlake Capital II-B, L.P. (collectively, the Montlake funds), and Steven D. Hovde, a member of our Board of Directors. We subsequently entered into substantially identical Investment Agreements with the Gapstow fund and the Montlake funds in 2012 in connection with the completion of a private placement of our common stock and nonvoting common stock in which we raised gross proceeds of approximately $9.0 million. Under the Investment Agreements, the Gapstow fund, the Montlake funds and Mr. Hovde have each agreed to certain restrictions for so long as such investor holds 4.9% or more of our outstanding common stock, including not to (i) acquire any of our voting securities if such acquisition would result in the investor or its affiliates controlling the Company for purposes of the Bank Holding Company Act of 1956 or the Change in Bank Control Act, owning 25% or more of the total equity of the Company (provided that, pursuant to certain of the Investment Agreements, the investor may not acquire securities that would result in the ownership of 33% or more of our total equity if the investor owns less than 15% of any class of our voting securities) or having beneficial ownership or control of 25% or more of any class of our voting securities, (ii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any of our voting securities, (iii) propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by us, call a meeting of shareholders or initiate any proposal for action by shareholder of the Company, form or join a group with respect to any of our voting securities, or otherwise act alone or in concert with others to influence or control our management, Board of Directors or policies, (iv) bring any action to contest the validity of the restrictions in the Investment Agreement or seek a release, or request an amendment or waiver, of any of the restrictions in the Investment Agreement, (v) enter into, or agree, offer, propose or seek to enter into, any business combination relating to all or part of the Company or the Bank, (vi) publicly disclose any intention, plan or arrangement inconsistent with the foregoing restrictions, (vii) enter into any agreement with us that substantially limits the discretion of our management over major policies and decisions, or (viii) dispose or threaten to dispose of the investor’s equity interest in the Company as a condition or inducement of specific material action or non-action by us. We have agreed not to adopt any “poison pill” or shareholder rights plan that would limit the investors’ rights to acquire shares up to the limits described in clause (i) above.  

27


 

The investment agreement with the Gapstow fund has been terminated, as they no longer have any ownership in the Company.

The Investment Agreements require us to elect or appoint a representative of the Montlake funds and Mr. Hovde to the Board of Directors of the Company and the Bank, subject to the satisfaction of all legal and governance requirements regarding service as a director and approval of our nominating committee, for as long as the investor owns 4.9% or more of our outstanding common stock. The Investment Agreements also require us to recommend to shareholders the election of the investors’ board representatives, to use our best efforts to cause them to be elected and to appoint each of the investors’ board representatives to two committees of the Board of Directors, subject to meeting applicable governance rules and guidelines. Under the Investment Agreement, for as long as the investor owns 4.9% or more of our outstanding common stock, the investors’ board representatives are prohibited from serving as chairman of the Board of Directors or chairman of any board committee. Messrs. Dale and Hovde serve on our Board of Directors under the terms of the Investment Agreements.

The Montlake funds and Mr. Hovde have the right, upon notice to the Company, to convert all or a portion of their shares of common stock into an equivalent number of shares of nonvoting common stock.

The foregoing description of the Investment Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Investments Agreements, which are filed as an exhibit to the registration statement of which this prospectus forms a part.

Silver Lake Lease. Effective June 4, 2008, we entered into a lease with respect to our Silver Lake facility with a limited liability company that is owned by John M. Haugen, Jr., who is one of our directors. The lease has an initial term of ten years that ended June 30, 2018, with four renewal options of five years each. We have exercised our option to extend the lease for an additional ten years through June 30, 2028. The lease provides for a monthly base rent of $15,150 for the initial year of the renewal term and is subject to increase annually thereafter based on the consumer price index. We are also responsible for real property taxes, utilities, maintenance, repairs and alterations. For 2018, total lease payments were $193,000.

Downtown Everett Lease. On October 21, 1996, we entered into a lease with respect to our downtown Everett branch facility with a group of investors that includes a limited liability company in which Andrew P. Skotdal, who is one of our directors, has an interest. The lease commenced in 1997 for a period of ten years and has been renewed through March 31, 2024. The lease, as amended, provides for a minimum monthly rent of $45,520, subject to possible reduction of $3,000 per month for a 36-month period in connection with construction on an adjoining property. We are also responsible for real property taxes, utilities, maintenance, repairs and alterations. For 2018, total lease payments were $528,000,

Ordinary Banking Relationships

In the ordinary course of our business, we have engaged in ordinary banking transactions with our directors, executive officers, their immediate family members and companies in which they may have a 5% or more beneficial ownership interest, including deposit relationships and loans to such persons and companies. Any such transactions were made on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time as comparable transactions with persons who were not related to us. Any loans that we make to our officers, directors and principal shareholders, as well as their immediate family members and affiliates, are approved by our Board of Directors in accordance with applicable bank regulatory requirements. No related party loans involve more than the normal credit collection risk and do not present any other unfavorable features to us. As of December 31, 2018, we had $9.8 million of loans outstanding to our directors and officers, their immediate family members and their affiliates, while deposits from this group totaled $3.2 million. As of the date of this prospectus, no related party loans were categorized as nonaccrual, past due, restructured or potential problem loans. We expect to continue to enter into transactions in the ordinary course of business on similar terms with our directors and officers, as well as their immediate family members and affiliates.

28


 

Shareholder Proposals and Nominations

The Company must receive proposals that shareholders seek to include in the proxy statement for the Company’s next annual meeting no later than December 24, 2019. If next year’s annual meeting is held on a date more than 30 calendar days from May 20, 2020, a shareholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

The Company’s Bylaws provide that a person may not be nominated for election as a director of the Company unless that person is nominated by or at the direction of the Company’s Board of Directors or by a shareholder who has given appropriate notice to the Company before the meeting. Similarly, a shareholder may not bring business before an annual meeting unless the shareholder has given the Company appropriate notice of their intention to bring that business before the meeting. The Company’s secretary must receive notice of the nomination or proposal not less than 90 days before the annual meeting; provided, however, that if less than 100 days’ notice of prior public disclosure of the date of the meeting is given or made to the shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A shareholder who desires to raise new business must provide certain information to the Company concerning the nature of the new business, the shareholder, the shareholder’s ownership in the Company and the shareholder’s interest in the business matter. Similarly, a shareholder wishing to nominate any person for election as a director must provide the Company with certain information concerning the nominee and the proposing shareholder. A copy of the Company’s Bylaws may be obtained from the Company.

 

 

Shareholder Communications

The Company encourages shareholder communications to the Board of Directors and/or individual directors. Shareholders who wish to communicate with the Board of Directors or an individual director should send their communications to the care of Joel G. Edwards, Corporate Secretary, Coastal Financial Corporation, 5415 Evergreen Way, Everett, Washington 98203. Communications regarding financial or accounting policies should be sent to the attention of the Chairperson of the Audit Committee. All other communications should be sent to the attention of the Chairperson of the Governance and Nominating Committee.

Miscellaneous

The Company will pay the cost of this proxy solicitation. The Company will also reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company. In addition to soliciting proxies by mail, directors, officers and regular employees of the Company may solicit proxies personally or by telephone. None of these persons will receive additional compensation for these activities.

If you and others who share your address own your shares in “street name,” your broker or other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a shareholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your shares in “street name” and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder of record.

 

 

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0000414106_1 R1.0.1.18 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of 4 Directors for a 3-year term, Christopher D. Adams, Steven D. Hovde, Stephan Klee and Thomas D. Lane and 1 Director for a 2-year term Sadhana Akella-Mishra. Nominees 01 Christopher D. Adams 02 Steven D. Hovde 03 Stephan Klee 04 Thomas D. Lane 05 Sadhana Akella-Mishra COASTAL FINANCIAL CORPORATION 5415 EVERGREEN WAY EVERETT,WA 98203 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/19/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/19/2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2. Ratification of the appointment of Moss Adams LLP as the independent registered public accounting firm for the fiscal year 2019. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

 

 


 

 

0000414106_2 R1.0.1.18 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com COASTAL FINANCIAL CORPORATION Annual Meeting of Shareholders May 20, 2019 6:00 PM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Eric Sprink and Andrew Skotdal as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of COASTAL FINANCIAL CORPORATION that the shareholder(s) is/ are entitled to vote at the Annual Meeting of shareholder(s) to be held at 6:00 PM, PDT on May 20, 2019, the principal office of Coastal Community Bank, located at 5415 Evergreen Way, Everett, Washington, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted 'FOR' the director nominees and proposals made by Coastal Financial Corporation Board of Directors. Continued and to be signed on reverse side

 

 

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