Washington, DC 20549
SCHEDULE 14A(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 14a-12
FinWise Bancorp(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):
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Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(2) and O-11
April 28, 2026
756 East Winchester Street, Suite 100
Murray, UT 84107
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of FinWise Bancorp (the "Company"), you are cordially invited to attend the 2026 Annual Meeting of Shareholders of the Company (the "Annual Meeting"). The Annual Meeting will be held at Jordan Commons Megaplex Theatres, Capra Room, 9335 South State Street, Sandy, UT 84070, Thursday, June 25, 2026, at 10:00 a.m., Mountain time.
For the Annual Meeting, we are pleased to take advantage of the "Notice and Access" rule adopted by the U.S. Securities and Exchange Commission to furnish proxy materials to shareholders over the Internet. We believe this process will provide you with an efficient and quick way to access your proxy materials and vote your shares, while reducing the environmental impact of our Annual Meeting. On or about April 28, 2026, we intend to mail to most shareholders only a Notice of Internet Availability of Proxy Materials that tells them how to access and review information contained in the proxy materials and vote electronically over the Internet. If you received only the Notice in the mail, you will not receive a printed copy of the proxy materials in the mail unless you request the materials by following the instructions included in the Notice.
The attached Notice of the Annual Meeting and Proxy Statement describe in greater detail all of the formal business that will be transacted at the Annual Meeting. Directors and officers of the Company will be available at the Annual Meeting to respond to any questions that you may have regarding the business to be transacted.
The Company's Board of Directors has determined that each of the proposals that will be presented to the shareholders for their consideration at the Annual Meeting are in the best interests of the Company and its shareholders, and unanimously recommends and urges you to vote "FOR" each Class III director nominee, "FOR" the amendment and restatement to the Company's 2019 Stock Plan to increase the shares available under the Plan, and "FOR" ratification of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. If any other business is properly presented at the Annual Meeting, the proxies will be voted in accordance with the recommendations of the Company's Board of Directors.
We encourage you to attend the Annual Meeting, but if you are unable to attend, it is important that you vote in advance via the Internet, by telephone or by signing, dating and returning the proxy card you have received by mail. Your cooperation is appreciated since a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Annual Meeting.
On behalf of the Board of Directors and all of the employees of the Company, we thank you for your continued support. Sincerely,
Kent Landvatter
Executive Chairman of the Board of Directors
FINWISE BANCORP
756 East Winchester Street, Suite 100
Murray, UT 84107
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual Meeting") of FinWise Bancorp (the "Company") will be held at Jordan Commons Megaplex Theatres, Capra Room, 9335 South State Street, Sandy, UT 84070, Thursday, June 25, 2026, at 10:00 a.m., Mountain time, for the following purposes:
To elect two Class III directors to serve for a three-year term ending at the 2029 annual meeting of shareholders or until their successor is duly elected and qualified.
To approve an amendment and restatement of the FinWise Bancorp 2019 Stock Plan to increase the number of shares of common stock available for issuance under such plan.
To ratify the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Board of Directors (the "Board") is not aware of any other business that will be presented for consideration at the Annual Meeting. If any other matters should be properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting for action by shareholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment on that matter.
Only shareholders of record as of the close of business on April 28, 2026 (the "Record Date") are entitled to receive notice of, to attend and to vote at the Annual Meeting. If you are a beneficial owner as of that date, you will receive communications from your broker, bank or other nominee about the Annual Meeting and how to direct the vote of your shares, and you are welcome to attend the Annual Meeting, all as described in more detail in the attached Proxy Statement.
YOUR VOTE IS IMPORTANT. If you are unable to be present personally, please vote by telephone, internet, or by mail. Please refer to the Notice of Internet Availability or Proxy Card for information on how to vote by telephone or internet. If you choose to vote by mail, please mark, sign and date the enclosed Proxy Card, which is being solicited by the Board of Directors, and return it promptly in the envelope provided.
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting. Pursuant to rules promulgated by the Securities and Exchange Commission ("SEC"), we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. You may access the 2026 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report") at our corporate website, www.finwisebancorp.com, under "Investor Relations-Financials" and at www.proxyvote.com.
By Order of the Board of Directors,
Michael C. O'Brien, Esq. Corporate Secretary April 28, 2026
TABLE OF CONTENTS
Proxy Statement - General Information | 1 |
Proposal 1 - Election of Directors | 6 |
Executive Officers | 10 |
Corporate Governance | 11 |
Committees of the Board of Directors | 15 |
Beneficial Ownership of Common Stock | 20 |
Compensation of Non-Employee Directors | 21 |
Executive Compensation | 23 |
Certain Relationships and Related Party Transactions | 29 |
Proposal 2 - Ap p roval of an Amendment and Restatement of the FinWise Bancorp 2019 Stock Plan in Order to Increase the Number of Shares of Common Stock Available for Issuance Under the Plan | 32 |
Proposal 3 - Ratification of the Ap p ointment of Baker Tilly US, LLP as the Company 's Independent Registered Public Accounting Firm for Fiscal Year 2026 | 38 |
Report of the Audit Committee | 37 |
Annual Report to Shareholders | 38 |
Procedure for Shareholder Proposals | 39 |
Delinquent Section 16(a) Reports | 39 |
Other Business | 40 |
Householding of Proxy Materials | 40 |
Proxy Card | 40 |
FINWISE BANCORP
756 East Winchester Street, Suite 100
Murray, UT 84107 PROXY STATEMENT
GENERAL INFORMATION
For the 2026 Annual Meeting of Shareholders To Be Held on June 25, 2026
The Board of Directors of FinWise Bancorp (the "Board") is soliciting proxies to be voted at our 2026 Annual Meeting of Shareholders (the "Annual Meeting") to be held on Thursday, June 25, 2026, at 10:00 a.m., Mountain time, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders (the "Notice") and in this Proxy Statement.
This proxy statement and the accompanying form of proxy or the Notice of Internet Availability are first being mailed to shareholders on or about April 28, 2026.
As used in this Proxy Statement, the terms "Company," "we," "us" and "our" refer to FinWise Bancorp, the term "Bank" refers to FinWise Bank and the terms "Board of Directors" and "Board" refers to the Board of Directors of the Company or the Bank, as the case may be.
Questions and Answers about these Proxy Materials and the Annual Meeting
Question: What is the Notice of Internet Availability of Proxy Materials that I received in the mail and why am I receiving it?
Answer: In accordance with rules adopted by the SEC, except for shareholders who have requested otherwise, we have generally mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability"). The Notice of Internet Availability provides instructions either for accessing our proxy materials, including this Proxy Statement, the form of Proxy, and the 2025 Annual Report to Shareholders, which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by e-mail. If you would like to receive a paper or email copy of our proxy materials either for this Annual Meeting or for all future meetings, you should follow the instructions for requesting such materials included in the Notice of Internet Availability we mailed to you.
The Board provided the Notice of Internet Availability and is making the proxy materials available to you in connection with the Annual Meeting, to be held on Thursday, June 25, 2026. As a shareholder of record as of April 28, 2026 (the "Record Date"), you are invited to attend the Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.
Question: What information is contained in this Proxy Statement?
Answer: This information relates to the proposals to be voted on at the Annual Meeting, the voting process, compensation of our directors and most highly paid executives, and certain other required information.
Question: Can I access the Company's proxy materials and 2025 Annual Report electronically?
Answer: Yes. The Proxy Statement, form of proxy card and 2025 Annual Report are available at the Company's website, www.finwisebancorp.com, under "Investor Relations-Financials".
Question: What does it mean if I receive more than one Notice of Internet Availability or set of proxy materials?
Answer: It means that your shares are registered differently or are in more than one account. Please provide voting instructions for each account for which you have received a Notice of Internet Availability or set of proxy materials.
Question: Who is soliciting my vote pursuant to this Proxy Statement?
Answer: Our Board is soliciting your vote at the Annual Meeting.
Question: Who is paying for the costs of this proxy solicitation?
Answer: The Company will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. In addition to mailing these materials, officers and regular employees of the Company may, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication.
Question: Who is entitled to vote?
Answer: Only shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.
Question: How many shares are eligible to be voted?
Answer: As of the Record Date, we had 13,706,039 shares of common stock issued and outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each of the two Class III director nominees to be elected and one vote on each other matter to be voted on at the Annual Meeting.
Question: What am I voting on?
Answer: You are voting on the following matters:
the election of two Class III director nominees. Our Class III director nominees are Gerald E. Cunningham and Lisa Ann Nievaard;
the approval of the amendment and restatement of the FinWise Bancorp 2019 Stock Plan (the "2019 Stock Plan") to increase by 750,000 the number of shares of common stock available for issuance under the 2019 Stock Plan; and
the ratification of the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Question: How does the Board recommend that I vote?
Answer: Our Board recommends that shareholders vote their shares as follows:
"FOR" each Class III director nominee;
"FOR" the approval of the amendment and restatement of the 2019 Stock Plan to increase by 750,000 the number of shares of common stock available for issuance under the 2019 Stock Plan; and
"FOR" the ratification of the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Question: How are votes counted?
Answer: Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for Proposal 1, votes "For," "Withhold" and broker non-votes; with respect to Proposals 2 and 3, votes "For" and "Against," abstentions and, if applicable, broker non-votes. Abstentions will not be counted towards the vote total for Proposals 2 and 3 and will have no effect on the outcome of these proposals. Broker non-votes will not exist with respect to Proposal 3 and will have no effect on Proposals 1 and 2, and will not be counted towards the vote total for those proposals. See "Question: What are "broker non-votes"?" below.
Question: How many votes are needed to approve each proposal?
Proposal 1. Directors are elected by a plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. "Plurality" means that the nominees who receive the largest number of votes cast "FOR" are elected as directors. As a result, any shares not voted "FOR" a particular nominee (whether as a result of shareholder abstention or a broker non-vote) will not be counted in such nominee's favor and will have no effect on the outcome of the election. Votes of "WITHHOLD" and broker non-votes have no legal effect on the election of directors due to the fact that such elections are by a plurality. Broker non-votes will have no effect on the outcome of this proposal.
Proposal 2. The affirmative vote of at least the majority of the shares for which votes are cast at the Annual Meeting is required for approval of the proposed amendment and restatement of the 2019 Stock Plan to increase by 750,000 the number of shares of common stock available for issuance under such plan. If you "Abstain" from voting, it will have no effect on the outcome of this proposal. Broker non-votes will have no effect.
Proposal 3. The affirmative vote of at least the majority of the shares for which votes are cast at the Annual Meeting is required for ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If you "Abstain" from voting, it will have no effect on the outcome of the proposal. Because brokers will have discretion to vote on Proposal 3, there will not be any broker non-votes in connection with this proposal.
Question: What is the quorum requirement?
Answer: A quorum of shareholders of the Company's common stock is required to hold a valid meeting. A majority of the outstanding shares entitled to vote at the Annual Meeting, present or represented by proxy, constitutes a quorum for the purpose of adopting proposals at the Annual Meeting. On the Record Date, there were 13,706,039 shares outstanding and entitled to vote. Thus, the holders of 6,853,020 of common stock must be present or represented by proxy at the meeting to have a quorum. If you are unable to attend and vote your shares at the Annual Meeting, your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online during the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date.
Question: What is the difference between a shareholder of record and a "street name" holder?
Answer: These terms describe how your shares are held. If your shares are registered directly in your name with our stock transfer agent, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the shareholder of record of those shares. You are considered the beneficial owner of these shares, and your shares are held in "street name." If this is the case, then the proxy statement and proxy card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.
Question: What are "broker non-votes"?
Answer: When a beneficial owner of shares held in "street name" does not give instructions to their broker, bank or other securities intermediary holding their shares as to how to vote on matters deemed to be "non-routine" under the Nasdaq Stock Market rules, the broker, bank or other such agent cannot vote the shares. When there is at least one "routine" matter that the broker, bank or other securities intermediary votes on, these shares that are not voted on "non-routine" matters are counted as "broker non-votes." Proposal 3 is a "routine" matter, and we therefore expect brokers, banks or other securities intermediaries to vote on that proposal. On the other hand, Proposals 1 and 2 are "non-routine" under Nasdaq Stock Market rules, and we therefore expect broker non-votes in connection with these proposals.
Question: How can I vote my shares in person and participate at the Annual Meeting?
Answer: You are entitled to attend the Annual Meeting only if you are a shareholder of record as of the close of business on April 28, 2026, the Record Date, or hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present proof of ownership of company stock on the Record Date. This can be:
a brokerage statement or letter from a bank or broker indicating ownership on April 28, 2026,
a proxy card,
a voting instruction form, or
a legal proxy provided by your broker, bank or nominee.
Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of the proof of ownership. Shareholders and proxy holders must also present a form of photo identification such as a driver's license. We will be unable to admit anyone who does not present identification or refuses to comply with our security procedures.
Shares held in your name as the shareholder of record may be voted during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted during the Annual Meeting in accordance with the instructions from your broker, bank or other nominee. However, even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.
For you to vote the shares that you beneficially own and that are held in "street name," you must provide us with a copy of a legal proxy from the broker, bank, or other nominee that was the record holder of your shares held in "street name" as of 5:00 p.m. Mountain Time on the Record Date, confirming that you were the beneficial owner of those shares as of 5:00 p.m. Mountain Time on the Record Date, stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank, or other nominee, and appointing you as the record holder's proxy to vote the shares covered by that proxy at the Annual Meeting.
To obtain instructions on how to provide the nominee-issued proxy to us in advance of the Annual Meeting, you should contact Michael O'Brien, Corporate Counsel of FinWise Bancorp by telephone at (801) 501-7200 or at the following address: FinWise Bancorp, 756 East Winchester, Suite 100, Murray UT 84107, Attn: Corporate Counsel.
Question: How can I vote my shares without attending the Annual Meeting?
Answer: If you are the shareholder of record, you may vote by one of the following three methods as instructed on the Notice of Internet Availability and proxy card:
via the Internet;
by telephone; or
by mail.
If you elect to vote by mail, you may mark, sign, date and mail the proxy card you received from us in the return envelope.
Whichever method of voting you use, the proxies identified on the proxy card will vote the shares of which you are the shareholder of record in accordance with your instructions. If you submit a proxy card properly voted and returned through available channels without giving specific voting instructions, the proxies will vote the shares as recommended by our Board.
If you own your shares in "street name," that is, through a brokerage account or in another nominee form, you must provide instructions to the broker or nominee as to how your shares should be voted. Your broker or nominee will usually provide you with the appropriate instruction forms at the time you receive the proxy materials. If you own your shares in this manner, you cannot vote in person at the Annual Meeting unless you receive a proxy to do so from the broker or the nominee.
Question: How may I cast my vote over the Internet or by telephone?
Answer: Voting over the Internet: If you are a shareholder of record, you may use the Internet to transmit your vote up until 11:59 P.M., Eastern Time, June 24, 2026 (the day before the Annual Meeting). Visit www.proxyvote.com and have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
Voting by Telephone: If you are a shareholder of record, you may call toll-free 1-800-690-6903 and use any touch-tone telephone to transmit your vote up until 11:59 P.M., Eastern Time, June 24, 2026 (the day before the Annual Meeting). Have your proxy card in hand when you call and then follow the instructions.
If you hold your shares in "street name," that is through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.
Question: How may a shareholder nominate someone at the Annual Meeting to be a director or bring any other business before the Annual Meeting?
Answer: The Company's Amended and Restated Bylaws (the "Bylaws") require advance notice to the Company if a shareholder intends to attend an annual meeting of shareholders in person and to nominate someone for election as a director or to bring other business before the meeting. Such a notice may be made only by a shareholder of record within the time period established in the Bylaws and described in each year's proxy statement. See "Procedure for Shareholder Proposals" beginning on page 39.
Question: How may I revoke or change my vote?
Answer: If you are the record owner of your shares, and you completed and submitted a proxy card, you may revoke your proxy at any time before it is voted at the Annual Meeting by:
submitting a new proxy card with a later date,
delivering written notice to our Corporate Secretary on or before June 25, 2025 (the Annual Meeting date), stating that you are revoking your proxy,
attending the Annual Meeting and voting your shares in person, or
if you are a record owner of your shares and you submitted your proxy by telephone or via the Internet, you may change your vote or revoke your proxy with a later telephone or Internet proxy, as the case may be.
Please note that attendance at the Annual Meeting will not, in itself, constitute revocation of your proxy.
If you own your shares in "street name," you may later revoke your voting instructions by informing the bank, broker or other holder of record in accordance with that entity's procedures.
Question: Who will count the vote?
Answer: A representative from American Election Services LLC will tabulate votes and will also act as the inspector of election and certify the election results.
Question: How can I find out the voting results of the Annual Meeting?
Answer: Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
PROPOSAL 1: ELECTION OF DIRECTORS
Classification of the Company's Board of Directors
The Company's Fourth Amended and Restated Articles of Incorporation provides for an authorized number of directors of the Board to be set at a minimum of five members and a maximum of nine members. The Board is divided into three classes of directors serving staggered three-year terms. One class of directors is elected by our shareholders at each annual shareholders' meeting for a term of three years, and the elected directors hold office until their successors are elected and qualified or until such director's earlier death, resignation or removal. One Class III director position will be removed after the Annual Meeting, as the Board, upon the recommendation of the Nominating & Corporate Governance Committee, has established the size of the Board at seven members beginning after the Annual Meeting. Susan Ehrlich was the least tenured director and the Board determined to nominate Gerald E. Cunningham and Lisa Ann Nievaard for re-election as Class III directors. After the Annual Meeting, Class I directors will continue to have three seats on the Board, Class II directors will continue to have two seats on the Board and Class III directors will now have two seats on the Board. The Board reserves the right, from time to time, to increase the size of the Board in accordance with the terms of the Company's Amended and Restated Bylaws.
The Class I directors are James N. Giordano, Jeana Hutchings and Alan Weichselbaum, and their terms will expire at the 2027 Annual Meeting.
The Class II directors are Kent Landvatter and Howard I. Reynolds, and their terms will expire at the 2028 Annual Meeting.
The Class III directors are Gerald E. Cunningham, Lisa Ann Nievaard and Susan Ehrlich, and their terms will expire at the 2026 Annual Meeting.
Election Procedures; Term of Office
At each annual meeting of shareholders, or special meeting in lieu thereof, upon the expiration of the term of a class of directors, the successors to such directors will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and the election and qualification of his or her successor. Any change in the Board resulting from an increase or decrease in the number of directors will be distributed by the Board among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
Nominees for Election as Directors
Our Board has approved the nomination of Gerald E. Cunningham and Lisa Ann Nievaard for re-election as Class III directors. Susan Ehrlich will retire from the Board upon the conclusion of her current term expiring at the Annual Meeting and, therefore, will not stand for re-election at the Annual Meeting for the reasons set forth above.
Information about the principal occupations, business experience and qualifications of these nominees is provided below under the heading "Qualifications of 2026 Director Nominees and Continuing Directors."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 TO ELECT TWO DIRECTORS OF THE COMPANY
QUALIFICATIONS OF 2026 DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Class III Director Nominees:
Gerald E. Cunningham Mr. Cunningham was one of the founding investors of the Bank in 1999. He has served as a director on the
Bank's Board since its inception in 1999 and on the Board since its inception in 2003. Mr. Cunningham has a background in business management, credit, finance and commercial and residential real estate
Age: 68
Director Since: 2003
Committees:
None
construction. He owned Stonewood Inc., a commercial and residential construction firm from 1995 to 2020. He joined Goldcrest Homes as their Purchasing Manager in October 2020. As a result of these and other professional experiences, we believe Mr. Cunningham possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors' collective qualifications, skills and experience.
Lisa Ann Nievaard Ms. Nievaard was appointed to the Board in July 2020. Ms. Nievaard has over 20 years of experience in
strategic marketplace planning, operations management and brand development. Ms. Nievaard started with Coca-Cola in 2001 and served most recently as the general manager of franchise leadership at Coca-Cola North America, where she collaborated with multiple bottling partners to develop and to execute long-term sustainable growth plans to increase franchise value and shareholder value. Ms. Nievaard retired from
Age: 57
Director Since: 2020
Committees:
Compensation; Nominating & Corporate Governance
Coca-Cola in 2023. Prior to joining Coca-Cola, Ms. Nievaard worked in brand strategy and media management. Beginning in 2025, Ms. Nievaard has worked in national and international business outreach for The Church of Jesus Christ of Latter-Day Saints. Ms. Nievaard received her degree in Marketing and Business Management from Brigham Young University. As a result of these and other professional experiences, we believe Ms. Nievaard possesses knowledge and experience regarding general business that strengthen our Board of Directors' collective qualifications, skills and experience.
7
Continuing Class I Directors:
James N. Giordano Mr. Giordano was appointed to our Board of Directors in June 2017. He started his career on Wall Street
where he had worked for 17 years in both institutional and retail trading and sales. He led the team that was responsible for pricing and selling, and later trading in over 100 initial public offering transactions. He is
Age: 68
Director Since: 2017
Committees:
Nominating & Corporate Governance; Compensation (Chair)
one of the pioneers in the litigation finance industry and a founder of American Legal Finance Association. Mr. Giordano currently serves as the Chief Executive Officer of Cambridge Medical Funding Group LLC and Care Cap Plus LLC, a financial technology company that has developed innovative models in the medical finance payment industry and has been involved in medical finance for over 15 years. Mr.
Giordano received Bachelor of Arts in Biology from Harvard College. As a result of these and other professional experiences, we believe Mr. Giordano possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors' collective qualifications, skills and experience.
Jeana Hutchings Ms. Hutchings was appointed to the Board in October 2020. Ms. Hutchings began her career as a registered
nurse, working in hospitals as well as certain other areas of healthcare industry, transitioning to the financing of healthcare in insurance company operations and sales. She started at Diversified Insurance Benefit Services in 2003 and became managing partner in 2006, successfully growing the employee benefits division from $1.5 million to a $12 million benefits practice, which was acquired by IMA
Age: 61
Director Since: 2020
Committees:
Audit (Chair); Compensation
Financial Group in 2021. Since that time, Ms. Hutchings has served as Executive Vice President of IMA Financial Group. She continues to specialize in creating unique alternative funding strategies for businesses trying to manage ever increasing healthcare and benefit costs. Ms. Hutchings received her BSN from the University of Utah. As a result of these and other professional experiences, we believe Ms. Hutchings possesses knowledge and experience regarding finance and general business that strengthen our Board of Directors' collective qualifications, skills and experience.
Alan Weichselbaum Mr. Weichselbaum was appointed to the Board in May 2015. He served on the board until May 2021. Mr.
Weichselbaum was reappointed to our Board of Directors in October 2022. Mr. Weichselbaum began his career at Price Waterhouse where he became a Certified Public Accountant before moving to Wall Street as
Age: 62
Director Since: 2015
Committees:
Audit
a sell-side analyst and hedge fund manager. In 2010, Mr. Weichselbaum started a consulting firm called The Wexus Group that provides financial consulting services to small to midsize businesses. He is currently serving as CEO and Founder of The Wexus Group. Mr. Weichselbaum received his Masters in Business Administration from the New York University in 1999. As a result of these and other professional experiences, we believe Mr. Weichselbaum possesses knowledge and experience regarding banking, finance and general business that strengthen our board of directors' collective qualifications, skills and experience.
8
Continuing Class II Directors:
Kent Landvatter Mr. Landvatter joined the Company and the Bank in September 2010 and served as the Chief Executive
Officer of the Company until April 6, 2026. He was appointed Chairman of the Board in October 2022. Mr. Landvatter currently serves as Executive Chairman of the Company and the Bank. Mr. Landvatter has over 40 years of financial services and banking experience, including experience with distressed banks and serving as the president of two de novo banks, Comenity Capital Bank and Goldman Sachs Bank, USA.
Age: 71
Director Since: 2010
Mr. Landvatter received his Bachelor of Science and his Master of Business Administration from University of Utah. As a result of these and other professional experiences, we believe Mr. Landvatter possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors' collective qualifications, skills and experience.
Howard I. Reynolds Mr. Reynolds was one of the founding investors of the Bank in 1999. He served as the Chairman of the
Bank's Board for the first 10 years and of the Company at its inception in 2003. He currently serves as the Vice Chairman and Lead Independent Director. Mr. Reynolds has extensive experience working with
Age: 69
Director Since: 2002
Committees:
Audit; Compensation; Nominating & Corporate Governance (Chair)
multiple companies negotiating long term contracts, including serving from 1990 to 2017 as the Chief Operating Officer of Pride Transport Inc., a common carrier of temperature controlled commodities. As a result of these and other professional experiences, we believe Mr. Reynolds possesses knowledge and experience regarding banking, finance and general business that strengthen our Board of Directors' collective qualifications, skills and experience.
9
EXECUTIVE OFFICERS WHO ARE NOT SERVING AS DIRECTORS
Set forth below is information regarding each of our current executive officers who are not directors of the Company, including their title, age and brief biography describing each executive officer's business experience.
Name | Age | Position |
James F. Noone | 47 | President and CEO of the Company and the Bank |
Robert Wahlman | 70 | Chief Financial Officer and Executive Vice President of the Company and the Bank |
Michael O'Brien | 54 | Corporate Counsel, Corporate Secretary and Executive Vice President of the Company and the Bank |
Andrew Stines | 56 | Chief Compliance & Risk Officer and Executive Vice President of the Company and the Bank |
Juan Arias | 54 | Chief Strategy Officer and Executive Vice President of the Bank |
Timothy Brosnan | 39 | Chief Credit Officer and Executive Vice President of the Bank |
Natasha L. Clayton | 43 | Chief Operating Officer and Executive Vice President of the Bank |
Sarah Grotta | 59 | Chief Fintech Officer and Executive Vice President of the Bank |
Richard Thiessens | 45 | Chief Technology Officer and Executive Vice President of the Bank |
James F. Noone. Mr. Noone joined the Bank in February 2018 and was named Executive Vice President and Chief Credit Officer in June 2018, becoming Chief Strategy Officer in November 2022 and President of the Bank in March 2023. He was named Chief Executive Officer of the Bank in March 2025 and Chief Executive Officer of the Company on April 6, 2026. Mr. Noone has over 20 years of financial services experience including commercial and investment banking as well as private equity. Prior to joining the Bank, Mr. Noone served as Executive Vice President of Prudent Lenders, an SBA service provider from 2012 to 2018.
Robert Wahlman. Mr. Wahlman joined the Company and the Bank in March 2024 as the Executive Vice President and Chief Financial Officer. Mr. Wahlman has over 35 years of total experience in the banking industry, including nearly 20 years as a Chief Financial Officer of both private and publicly listed bank holding companies. Most recently, Mr. Wahlman served as the Chief Financial Officer of Axiom Bank and Axiom Bancshares, Inc., where he was Chief Financial Officer from December 2021 to March 2024 and played a key role in restoring the bank to profitable operations. From January 2019 to December 2021, Mr. Wahlman worked as an independent consultant advising potential bank investors and serving as interim chief financial officer for financial services companies, and as an adjunct accounting instructor at Clemson University. During his extensive banking career, Mr. Wahlman has helped lead growing organizations with public company reporting responsibilities, demonstrating a strength in building finance teams supportive of achieving the company's vision while controlling its financial risks. During his career, Mr. Wahlman has also served on three bank boards of directors.
Michael O'Brien. Mr. O'Brien joined the Company and the Bank in September 2021 as Chief Compliance & Risk Officer, Corporate Counsel, Corporate Secretary and Executive Vice President. The Chief Compliance & Risk Officer titles were transitioned to Andrew Stines in December 2025. Mr. O'Brien has over 25 years of legal, compliance and risk management experience in the financial services industry. He practiced law in New York and Washington,
D.C. with nationally recognized law firms prior to legal positions with E*TRADE Financial and Sallie Mae Bank. Mr. O'Brien also previously served as Corporate Counsel and Chief Compliance Officer of EnerBank USA, a Utah industrial bank, from 2011 to 2014, and as Founding Attorney of O'Brien Corporate & Financial Law from 2018 to 2021. He is currently licensed to practice law in Utah and Washington, D.C.
Andrew Stines. Mr. Stines joined the Company and the Bank in December 2025 as Executive Vice President, Chief Compliance & Risk Officer. Prior to joining the Company, Mr. Stines was the Chief Risk Officer at Coastal Community Bank since January 2020 where he oversaw BSA/AML, Consumer Compliance, Enterprise Risk Management, Regulatory Affairs and the bank's insurance program. Mr. Stines has nearly 25 years working in the
financial services industry, including working with Ernst & Young as a Managing Director in their Regulatory Practices Group where he assisted large financial institutions navigate complex compliance regulatory matters.
Juan Arias. Mr. Arias joined the Bank in November 2023. He serves as EVP and Chief Strategy Officer of the Bank and also leads Corporate Development and Investor Relations. He previously served as SVP in the Fintech & Financials Group at ICR, a strategic communications and advisory firm, helping guide FinWise through its IPO in 2021. Prior to ICR, he spent 15 years as a financials-focused hedge fund investor across long/short, event-driven, and merger-arbitrage strategies, including nine years at Millennium Management. Earlier in his career, he served as a bank analyst on an Institutional Investor-ranked research team at Merrill Lynch and previously worked in research at Fidelity Investments in Boston.
Timothy Brosnan. Mr. Brosnan joined the Bank in October 2018 as Vice President, Portfolio Manager. Mr. Brosnan was named Senior Vice President, Deputy Chief Credit Officer in December 2022, Senior Vice President, Chief Credit Officer in November 2023 and Executive Vice President, Chief Credit Officer in April 2026. Mr. Brosnan has two decades of commercial lending, servicing, and workout experience. Prior to joining the Bank, Mr. Brosnan served as Senior Vice President - Special Assets at Pursuit (formerly known as New York Business Development Corporation) from May 2007 to October 2018.
Natasha L. Clayton. Ms. Clayton joined the Bank in 2022 as Vice President, Director of Change Management and became Vice President of Operations in July 2023. Ms. Clayton served as Interim Chief Operating Officer and Senior Vice President from January 2024 through October 2024, and she was named Executive Vice President and Chief Operating Officer at that time. Prior to joining the Bank, Ms. Clayton served in various roles at EnerBank USA and its successor, Regions Bank, including as Vice President, Organizational Change Manager from January 2018 to May 2022.
Sarah Grotta. Ms. Grotta joined the Bank in August 2023 as the Deputy Chief Fintech Officer and was named Executive Vice President and Chief Fintech Officer in March 2026. She has over 30 years' experience in the banking and fintech market. Her experience includes leading payment organizations at
U.S. super-regional banks, managing a payments strategy and research practice, in addition to holding key roles at fintech start-ups. Prior to joining FinWise, Ms. Grotta was Head of Payments at Lincoln Savings Bank. Ms. Grotta is often asked to provide insight as an industry commentator into payment innovation and strategy.
Richard Thiessens. Mr. Thiessens joined the Bank in 2019 and has served as Chief Technology Officer since 2021 and has been responsible for creating and utilizing various forms of technology to deliver on the Bank's strategic plans. He was named Executive Vice President in February 2024. He oversees the Company's Information Systems, Cyber Security, Data Services and Project Management. Mr. Thiessens' career spans more than two decades in Information Technology. Prior to joining FinWise, he co-founded Array Technology, an IT services and security consulting company that was rebranded to become Braintrace and ultimately acquired by Sophos. He also led the infrastructure, data and cyber security teams at EnerBank USA through rapid growth and significant change.
CORPORATE GOVERNANCE
Corporate Governance Principles and Board Matters Corporate Governance Guidelines.
We are committed to sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our Board has adopted Corporate Governance Guidelines, which set forth the framework within which our Board, assisted by the committees of our Board, directs the affairs of our organization. The Corporate Governance Guidelines address, among other things, the composition, functions and responsibilities of our Board, director independence, compensation of directors, management succession and review, committees of our Board and selection of qualified candidates to join the Board. Our Corporate Governance Guidelines are available on our website at https://www.finwisebancorp.com under the "Investor Relations-Governance" tab.
Director Qualifications.
We believe that our directors should have the highest professional and personal ethics and values. They should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all shareholders. When considering potential director candidates, our Board also considers the candidate's character, judgment, diversity, skill set, age, specific business background and global or international experience in the context of our needs and those of the Board.
Director Independence.
Pursuant to Rule 5605(b)(1) of the Nasdaq Rules, a majority of the members of the Board must be "independent directors" as that term is defined by Nasdaq Rule 5605(a)(2). Our Board has evaluated the independence of its members based upon the rules of the Nasdaq Stock Market and the SEC. Applying these standards, our Board has affirmatively determined that James N. Giordano, Jeana Hutchings, Lisa Ann Nievaard, Howard I. Reynolds, Gerald E. Cunningham, Susan Ehrlich and Alan Weichselbaum are "independent" under the applicable rules of the Nasdaq Stock Market and SEC.
Leadership Structure.
The Board of the Company and the Bank each have 12 regularly scheduled meetings per fiscal year and will schedule additional meetings throughout the fiscal year as necessary to properly discharge its duties and responsibilities to the Company and its shareholders. Our Board held 13 meetings during fiscal year 2025. During fiscal year 2025, the Board had three separately designated standing committees: the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee.
In fiscal year 2025, each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which that person served as a director) and (2) the total number of meetings held by all committees of the Board on which that person served (held during the period served).
It is the Company's policy that the independent directors of the Company generally meet in executive sessions without management at least twice on an annual basis in conjunction with regularly scheduled Board meetings. Executive sessions at which the independent directors meet with the Chief Executive Officer also may be scheduled.
The Board 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's view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating & Corporate Governance 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 does separate the offices of Chief Executive Officer and Executive Chairman of the Board, with Jim Noone acting as Chief Executive Officer and Kent Landvatter serving as Executive Chairman of the Board . Our Executive Chairman has been closely involved with the Company since 2010 and served as Chief Executive Officer until April 6, 2026 when this role was transitioned to Jim Noone.
Lead Independent Director.
Howard I. Reynolds, an independent director who serves as Chairman of the Nominating & Corporate Governance Committee, was appointed by the Board to serve as the Lead Independent Director in October 2022. As Lead Independent Director, Mr. Reynolds presides over all Board meetings when the Chairman is not present and meetings of the non-management directors held in executive session. Mr. Reynolds serves as a liaison between the Chairman and the independent directors and consults with the Chairman on major corporate decisions, strategy and Board meeting agendas.
The Lead Independent Director is nominated by the Nominating & Corporate Governance Committee and elected by the Board. When nominating and electing the Lead Independent Director, the Board considers, among other things, candidates' independence in accordance with Nasdaq listing standards and other applicable laws and regulations, knowledge of the Board, the Company, and banking industry, familiarity with corporate governance best practices and procedures, ability to achieve consensus and alignment among independent directors and between independent directors and the Chairman and ability to work effectively and constructively with and advise the Chairman.
Code of Ethics.
Our Board adopted a Code of Ethics (the "Code") that applies to all of our directors and employees. The Code provides fundamental ethical principles to which these individuals are expected to adhere and operates as a tool to help our directors, officers and employees understand the high ethical standards required for employment by, or association with, our Company. Our Code is available on our website at https://www.finwisebancorp.com under the "Investor Relations-Governance" tab.
Insider Trading Policy.
Our Board adopted an Insider Information, Market Communications and Securities Trading Policy and Procedures ("Insider Trading Policy") governing the purchase, sale, and/or other dispositions of Company securities by directors, officers and employees. The Board of Directors has concluded that such Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards, as well as procedures designed to further the foregoing purposes. The Insider Trading Policy also prohibits short sales of the Company's securities in violation of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and provides for the restrictions and limitations on communications of material non-public information by those covered by the policy. Furthermore, it is the Company's policy to comply with insider trading laws, including with respect to the Company's transactions in its own securities. The full text of the Insider Trading Policy is filed as Exhibit
19.1 to our 2025 Annual Report.
Timing of Equity Grants.
The Board did not grant any stock options or similar option-like instruments during 2025 to any of our named executive officers. Our policy is to prohibit any grants of stock options or similar awards in advance or anticipation of the release of material non-public information that is likely to result in changes to the price of our common stock, such as a positive or negative earnings announcement, and not time the public release of such information based on the grant dates of stock options option or similar awards. In addition, neither our Board or the Compensation Committee takes material non-public information into account when determining the terms of stock options or similar awards.
Compensation Recoupment Policy.
As a matter of policy, the Board has determined that incentive compensation awards that are made on the basis of financial metrics must contain clawback provisions that would allow the Company to recoup awards under certain circumstances such as a material misstatement of financial results. In June 2023, the SEC approved a final rule directing national securities exchanges to implement listing standards that require listed companies to adopt policies mandating the recovery or "clawback" of excess incentive-based compensation earned by a current or former executive officer in certain situations. The Company adopted and administers a Compensation Recoupment Policy, and reviews such policy at least annually.
Employee, Officer and Director Hedging.
Certain transactions in the Company's equity securities, or which are linked to the value of the Company's equity securities, may be considered short term or speculative in nature. The Board discourages directors, officers and employees from engaging in derivative or speculative transactions involving unvested Company stock, including hedging, holding unvested stock in a margin account, or pledging unvested stock as collateral for a loan. However,
the Board has not implemented a policy that prohibits directors and officers from engaging in derivative or speculative transactions.
Compensation Committee Interlocks and Insider Participation.
None of the members of the Compensation Committee are or have been one of our officers or employees. In addition, none of our executive officers serves or has served as a member of the Compensation Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on the Compensation Committee.
Risk Management and Oversight.
The Board oversees our risk management process, which is a company-wide approach to risk management that is carried out by our management. The Board determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk within their specific area of concern. The Board monitors capital adequacy in relation to risk and risks related to information security. Management regularly reports on applicable risks to the Board and its committees, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the Board and its committees.
Shareholder Communications and Annual Meeting Attendance.
Shareholders may communicate with our Board by contacting Board of Directors, c/o Michael O'Brien, Corporate Counsel, FinWise Bancorp, 756 East Winchester Street, Suite 100, Murray, UT 84107. All communications will be forwarded directly to the Chairman of the Board for consideration.
The directors are not required to attend our annual meetings of shareholders. However, all directors are encouraged to attend every annual meeting of shareholders as we believe that the annual meeting is an opportunity for shareholders to communicate directly with directors. If you would like an opportunity to discuss issues directly with the directors, please consider attending this year's Annual Meeting. At our 2025 Annual Meeting of Shareholders, all of our directors (who were serving as such) were in attendance.
14
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has established standing committees to assist the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee. The Board also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents. In addition, certain of the directors also serve or have served on the Bank's Audit Committee and Loan Committee.
Audit | Compensation | Nominating & Corporate Governance | |
Gerald E. Cunningham | |||
Susan Ehrlich (1) | X | ||
James N. Giordano | Chair | X | |
Jeana Hutchings | Chair | X | |
Kent Landvatter | |||
Lisa Ann Nievaard | X | X | |
Howard I. Reynolds | X | X | Chair |
Alan Weichselbaum | X | ||
Number of Meetings in 2025 | 8 | 5 | 4 |
Ms. Ehrlich will retire from the Board upon the conclusion of her current term expiring at the Annual Meeting.
Audit Committee. The current members of the Audit Committee are Ms. Hutchings (Chairwoman), Ms. Ehrlich, Mr. Reynolds and Mr. Weichselbaum, although Ms. Ehrlich will no longer serve on the Audit Committee when her current term on the Board expires at the Annual Meeting. The Board has evaluated the independence of each of the members of the Audit Committee and has affirmatively determined that (1) each of the members of the Audit Committee is an "independent director" under Nasdaq Stock Market rules, (2) each of the members satisfies the additional independence standards under applicable SEC rules for audit committee service, and (3) each of the members has the ability to read and understand fundamental financial statements. In addition, the Board has determined that both Ms. Ehrlich and Mr. Weichselbaum are financial experts and has the financial sophistication required by the rules of the Nasdaq Stock Market due to their experience and background. The Board has also determined that both Ms. Ehrlich and Mr. Weichselbaum qualify as an "audit committee financial expert" under the rules and regulations of the SEC.
The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements and, in that regard, assists the Board of Directors in its oversight of the integrity of our financial statements, the selection, engagement, management and performance of our independent auditor that audits and reports on our consolidated financial statements, the performance of our internal audit function, the review of reports of bank regulatory agencies, monitoring management's compliance with the recommendations contained in those reports and our compliance with legal and regulatory requirements related to our financial statements and reporting.
Among other things, the Audit Committee has responsibility for:
overseeing the quality and integrity of the Company's financial reporting processes, financial statements, and systems of internal accounting and financial controls;
overseeing the annual independent audit of the Company's financial statements and internal control over the Bank's financial reporting, and selecting and reviewing the performance of our independent auditor and approving, in advance, all engagements and fee arrangements;
reviewing reports from the independent auditor, at least annually, regarding its internal quality control procedures and any material issues raised by the most recent internal quality-control or peer review or by
governmental or professional authorities, and any steps taken to deal with such issues and obtaining and reviewing each inspection report issued by the Public Company Accounting Oversight Board;
reviewing the independence of our independent auditor and setting policies for hiring employees or former employees of our independent auditor and for audit partner rotation and independent auditor rotation in accordance with applicable laws, rules and regulations;
resolving any disagreements regarding financial reporting between management and the independent auditor;
overseeing and evaluating the performance of our internal audit function and review;
reviewing operating and control issues identified in internal audit reports, management letters, examination reports of regulatory agencies and monitoring management's compliance with recommendations contained in those reports;
meeting with management and the independent auditor to review the effectiveness of our system of internal controls and internal audit procedures, and to address any deficiencies in such procedures;
monitoring management's compliance with all applicable laws, rules and regulations;
reviewing our earnings releases and periodic reports filed with the SEC;
preparing the Audit Committee report required to be included in the proxy statement relating to our annual meeting of shareholders;
reviewing the adequacy and effectiveness of our accounting and financial controls, including guidelines and policies for assessing and managing our risk exposure;
establishing and overseeing 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 Company employees of concerns regarding questionable accounting or auditing matters;
reviewing actions by management on recommendations of the independent auditors and internal auditors;
reviewing and either approving or ratifying related party transactions in accordance with our policies and procedures;
reviewing reports and recommendations provided by senior management or third party consultants retained by the committee related to the Company's financial, operational, credit, strategic, market, investment, liquidity, reputational and compliance risks;
reviewing significant aggregate risk concentrations and other escalations, and approving significant corrective actions recommended by senior management;
conducting an annual evaluation of the performance of the Audit Committee and the adequacy of its charter and recommending to the Board any changes that it deems necessary; and
handling such other matters as are specifically delegated to the Audit Committee by the Board from time to time.
The Audit Committee has adopted a written charter, which sets forth the committee's duties and responsibilities, and is available on our website at https://www.finwisebancorp.com, under the "Investor Relations-Governance" tab.
Compensation Committee. The members of the Compensation Committee are Messrs. Giordano (Chairman) and Reynolds, and Mses. Hutchings and Nievaard. The Board has evaluated the independence of each of the members of the Compensation Committee and has affirmatively determined that each of the members of the Compensation Committee meets the definition of an "independent director" under the Nasdaq rules.
The Board has also determined that each of the members of the Compensation Committee qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.
The Compensation Committee assists the Board in its oversight of our overall compensation structure, policies and programs and assessing whether such structure meets our corporate objectives, the compensation of our named executive officers and the administration of our compensation and benefit plans.
Among other things, the Compensation Committee has responsibility for:
reviewing and determining, and recommending to the Board of Directors for its confirmation, the annual compensation, annual incentive compensation and any other matter relating to the compensation of our named executive officers; all employment agreements, severance or termination agreements, change in control agreements to be entered into between any executive officer and us;
reviewing and comparing compensation practices of any relevant peer group in order to assist in the committee's evaluation of the appropriateness of the Company's compensation practices and programs;
reviewing and determining, and recommending to the Board of Directors for its confirmation, the annual compensation, modifications to our philosophy and compensation practices relating to compensation of our directors and management;
reviewing and determining, and recommending to the Board of Directors for its confirmation, the establishment of performance measures and the applicable performance targets for each performance-based cash and equity incentive award to be made under any benefit plan;
taking all actions required or permitted under the terms of our benefit plans, with separate but concurrent authority;
reviewing, approving and administering each of our benefit plans, and performing such other duties and responsibilities as may be assigned to the Compensation Committee under the terms of such plans;
reviewing with our Chief Executive Officer the compensation payable to employees other than the named executive officers, including equity and non-equity incentive compensation and other benefits and our total incentive compensation program envisioned for each fiscal year;
reviewing the performance of our executive officers for each fiscal year;
overseeing the administration of our equity plans and other incentive compensation plans and programs and preparing recommendations and periodic reports to the Board;
overseeing and making recommendations to the Board of Directors regarding the Company's compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and golden parachute compensation, and the requirement under the Nasdaq rules that, with limited exceptions, shareholders approve equity compensation plans;
conducting an annual evaluation of the performance of the Compensation Committee and the adequacy of its charter and recommending to the Board of Directors any changes that it deems necessary; and
handling such other matters as are specifically delegated to the Compensation Committee by the Board from time to time.
The Compensation Committee has adopted a written charter, which sets forth the committee's duties and responsibilities, and is available on our website at https://www.finwisebancorp.com, under the "Investor Relations-Governance" tab.
Nominating & Corporate Governance Committee. The members of the Nominating & Corporate Governance Committee are Messrs. Reynolds (Chairman) and Giordano and Ms. Nievaard. The Board has evaluated the independence of each of the members of the Nominating & Corporate Governance Committee and has affirmatively determined that each of the members of the Nominating & Corporate Governance Committee meets the definition of an "independent director" under the Nasdaq rules.
The Nominating & Corporate Governance Committee assists the Board in its oversight of identifying and recommending persons to be nominated for election as directors and to fill any vacancies on the Boards of the Company and the Bank, monitoring the composition and functioning of the standing committees of the Boards of the Company and the Bank, developing, reviewing and monitoring the corporate governance policies and practices of the Company and the Bank.
Among other things, the Nominating & Corporate Governance Committee is responsible for:
reviewing the performance of the Boards of the Company and the Bank;
identifying, assessing and determining the qualification, attributes and skills of, and recommending, persons to be nominated by the Board for election as directors and to fill any vacancies on the Boards of the Company and the Bank;
reviewing the background, qualifications and independence of individuals being considered as director candidates, including persons proposed by our shareholders;
reviewing and recommending to the Board each director's suitability for continued service as a director upon the expiration of his or her term and upon any material change in his or her status;
reviewing the size and composition of the Board of the Company and the Bank and recommending any appropriate changes to reflect the appropriate balance of required independence, knowledge, experience, skills, expertise and diversity;
monitoring the function of our standing committees and recommending any changes, including the director assignments, creation or elimination of any committee;
developing, reviewing and monitoring compliance with our corporate governance guidelines and the corporate governance provisions of the federal securities laws and the listing rules applicable to us;
investigating any alleged violations of such guidelines and the applicable corporate governance provisions of federal securities laws and listing rules, and reporting such violations to the Board with recommended corrective actions;
reviewing our corporate governance practices in light of best corporate governance practices among our peers and determining whether any changes in our corporate governance practices are necessary;
considering any resignation tendered to the Board by a director and recommend the acceptance of such resignation if appropriate; reviewing, at least annually, with the principal executive officer, the succession plans relating to the position of principal executive officer;
reviewing, at least annually, with the principal executive officer, the succession plans relating to the position of principal executive officer;
considering questions of possible conflicts of interest involving directors, including operations that could be considered competitive with our operations or otherwise present a conflict of interest;
overseeing our director orientation and continuing education programs for the Board;
reviewing its charter and recommending to the Board any modifications or changes; and
handling such other matters as are specifically delegated to the Nominating & Corporate Governance Committee by the Board from time to time.
The Nominating & Corporate Governance Committee has adopted a written charter, which sets forth the committee's duties and responsibilities, and is available on our website at https://www.finwisebancorp.com, under the "Investor Relations-Governance" tab.
In carrying out its functions, the Nominating & Corporate Governance Committee has developed qualification criteria for all potential nominees for election, including incumbent directors, newly proposed Board nominees and any shareholder nominees to be included in the Company's proxy statements. These criteria may include, but are not limited to, the following attributes:
adherence to high ethical standards and high standards of integrity;
sufficient educational background, professional experience, business experience, service on other boards of directors and other experience, qualifications, diversity of viewpoints, attributes and skills that will allow the candidate to serve effectively on the Board of Directors and the specific committee for which he or she is being considered;
evidence of leadership, sound professional judgment and professional acumen;
evidence the nominee is well recognized in the community and has a demonstrated record of service to the community;
a willingness to abide by any published code of conduct or ethics for the Company and to objectively appraise management performance;
the ability and willingness to devote sufficient time to carrying out the duties and responsibilities required of a director;
any related party transaction in which the candidate has or may have a material direct or indirect interest and in which we participate; and
the fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and the best interests of our shareholders.
The Nominating & Corporate Governance Committee also evaluates potential nominees for the Board to determine if they have any conflicts of interest that may interfere with their ability to serve as effective directors and to determine whether they are "independent" in accordance with applicable SEC and Nasdaq rules (to ensure that, at all times, at least a majority of our directors are independent). The Nominating & Corporate Governance Committee considers the diversity of the Company's directors and nominees in terms of knowledge, experience, age, skills, expertise and other factors that may contribute to the effectiveness of the Company's Board of Directors.
Prior to nominating or, if applicable, recommending an existing director for re-election to the Company's Board of Directors, the Nominating & Corporate Governance Committee considers and reviews the following attributes with respect to each sitting director:
attendance and performance at meetings of the Board and the committees on which such director serves;
length of service on the Board;
experience, skills and contributions that the sitting director brings to the Board;
independence and any conflicts of interest; and
any significant change in the director's status, including with respect to the attributes considered for initial membership on the Board.
19
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table provides information regarding the beneficial ownership of our common stock as of April 21, 2026 for:
each of our directors and named executive officers;
all of our directors and executive officers, as a group; and
each other person known to us to be the beneficial owner of more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. Except as indicated by the footnotes below, we believe, based on the information furnished to us by each person named in the table below, that such persons have sole voting and investment power with respect to all shares of common stock that they beneficially own.
The percentage of beneficial ownership is based on 13,706,693 shares of our voting common stock outstanding as of April 21, 2026. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 21, 2026, is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.
Unless otherwise noted, the address for each shareholder listed on the table below is: c/o FinWise Bancorp, 756 East Winchester Street, Suite 100, Murray, UT 84107.
Name | Number of Shares Beneficially Owned | Percent of Class Beneficially Owned |
Greater than 5% Shareholders | ||
AllianceBernstein L.P.(1) | 810,266 | 5.9% |
Jarret Prussin(2) | 756,430 | 5.5% |
Menachem Wilenkin(3) | 829,614 | 6.1% |
Directors, Nominees and Named Executive Officers
Gerald E. Cunningham(4) 200,591 1.4%
Susan Ehrlich(5) 5,910 *
James N. Giordano(6) 453,107 3.2%
Jeana Hutchings(7) 38,187 *
Kent Landvatter(8) 1,245,552 8.6%
Lisa Ann Nievaard(7) 27,987 *
James F. Noone(9) 534,740 3.7%
Howard I. Reynolds(10) 270,532 1.9%
Robert Wahlman 61,071 *
Alan Weichselbaum 59,242 *
All Directors, Nominees and Executive Officers as a Group (17 Persons)(11) 3,189,177 22.4%
* Denotes less than 1%
According to a Schedule 13G filed with the SEC on May 15, 2025, AllianceBernstein L.P., is reported as having sole voting and dispositive power with respect to 810,266 shares of common stock as of that date. The address of Alliance Bernstein,L.P. is 501 Commerce Street, Nashville, TN 37203.
According to a Schedule 13G filed with the SEC on February 6, 2024, Jarret Prussin is reported as having shared voting and dispositive power with respect to 756,430 shares of common stock as of that date. The address of the reporting persons is c/o Business Funding Group, LLC, 84 West Park Place, Stamford, CT 06901.
According to a Schedule 13G filed with the SEC on February 6, 2024, Menachem Wilenkin is reported as having shared voting and dispositive power with respect to 829,614 shares of common stock as of that date. The address of the reporting persons is c/o Business Funding Group, LLC, 84 West Park Place, Stamford, CT 06901.
Includes 84,462 shares owned in a trust over which Mr. Cunningham has voting and dispositive power and 39,000 shares of our common stock underlying vested options.
Ms. Ehrlich will retire from the Board upon the conclusion of her current term expiring at the Annual Meeting.
Includes 12,000 shares of our common stock underlying warrants owned by a limited liability company as to which Mr. Giordano shares voting and dispositive power and 39,000 shares of our common stock underlying vested options.
Includes 9,000 shares of our common stock underlying vested options.
Includes 70,200 shares of common stock held by Mr. Landvatter's individual retirement account and 229,532 shares of our common stock underlying vested options.
Includes 124,851 shares of our common stock underlying vested options.
Includes 190,248 shares owned by a corporation as to which Mr. Reynolds shares voting and dispositive power and 39,000 shares of our common stock underlying vested options.
Includes 546,996 shares of our common stock underlying vested options.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
The following table sets forth compensation paid or awarded to, or earned by, each of our directors (except for Mr. Landvatter, whose compensation is disclosed under "Summary Compensation Table" below) during 2025:
Retainer Fees Earned or Paid in Cash
All Other
Name | ($) | Stock Awards ($)(1) | Compensation ($) | Total ($) | |
Gerald E. Cunningham(2) | 73,900 | 39,999 | 24,927 | 138,826 | |
Susan Ehrlich(3) | 73,600 | 39,999 | - | 113,599 | |
Thomas E. Gibson, Jr.(4) | 42,933 | 20,007 | 19,036 | 81,976 | |
James N. Giordano | 82,599 | 39,999 | - | 122,598 | |
Jeana Hutchings | 82,599 | 39,999 | - | 122,598 | |
Lisa Ann Nievaard | 77,199 | 39,999 | - | 117,198 | |
Howard I. Reynolds | 101,199 | 39,999 | - | 141,198 | |
Alan Weichselbaum | 71,499 | 39,999 | - | 111,498 |
Represents the grant date fair value of restricted stock awards calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718 ("FASB ASC Topic 718"). The amounts reported may not reflect the actual economic value realized by each director. The total grant date fair market value of the restricted stock awarded to directors was approximately $0.3 million for the year ended December 31, 2025.
Mr. Cunningham performed construction loan inspections on behalf of the Company during 2025.
Ms. Ehrlich will retire from the Board upon the conclusion of her current term expiring at the Annual Meeting.
Mr. Gibson performed construction loan inspections on behalf of the Company during 2025 until his retirement from the Board in June 2025.
During 2025, the the Company's non-employee directors' compensation program was based on annual retainers. Pursuant to this program, approximately 35% of the compensation payable to a non-employee director was paid in the form of restricted shares of our common stock.
For the year ended December 31, 2025, the directors of the Company, other than Mr. Landvatter, received retainer fees as follows:
Board-Related Fees
Cash Compensation Retainer ($)
Director Role | Monthly | Annual | Total Cash ($) |
Normal Outside Director | 5,833 | 70,000 | 70,000 |
Lead Independent Director | 7,083 | 85,000 | 85,000 |
Committee Chairs of the three standing Committees | 750 | 9,000 | 9,000 |
Committee Members (non-Chair) of the three standing Committees | 300 | 3,600 | 3,600 |
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EXECUTIVE OFFICER COMPENSATION
Our named executive officers for the fiscal year ended December 31, 2025, which consist of our principal executive officer and the Company's two other most highly compensated executive officers are:
Kent Landvatter, Executive Chairman of the Company and the Bank;
James F. Noone, President and Chief Executive Officer of the Company the Bank; and
Robert Wahlman, Executive Vice President, Chief Financial Officer of the Company and the Bank.
Our executive compensation program is designed to attract, motivate and retain a talented team of executives who will enable us to compete successfully with other banks. We seek to accomplish this goal in a way that aligns our executives' interests with those of our shareholders and encourages and rewards our executives for achievement of the Company's annual and longer-term performance objectives.
Summary Compensation Table
The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our named executive officers for the years ended December 31, 2025 and 2024.
Name and Principal Position Year Salary ($) Bonus ($)
Stock Aw(2a) rds ($)(1)
Option Awards ($)
All Other Compensation ($)(3)
Total ($)
Kent Landvatter Executive Chairman of the Company and the Bank 2025 $ 589,084 $ 620,881 $ 909,901 $ - $ 46,686 $ 2,166,551 | ||||||
2024 | $ 569,331 | $ 402,500 | $ 913,500 | $ | - $ 37,400 | $ 1,922,731 |
James F. Noone President and Chief Executive Officer of the Company and the Bank 2025 | $ 513,966 | $ 620,881 | $ 1,297,694 | $ | - $ 38,354 | $ 2,470,895 |
2024 | $ 470,833 | $ 300,000 | $ 710,500 | $ | - $ 19,494 | $ 1,500,827 |
Robert Wahlman Executive Vice President, Chief | |||||||
Financial Officer of the Company | |||||||
and the Bank | 2025 | $ 409,797 | $ 365,000 | $ 381,804 | $ | - $ 28,222 | $ 1,184,823 |
2024 | $ 315,847 | $ 300,000 | $ 355,250 | $ | - $ 198,632 | $ 1,169,729 | |
The 2025 amounts represent the aggregate grant date fair value of stock awards granted in that year, calculated in accordance with FASB ASC Topic 718. The material terms of each stock award granted in 2025 are described below under "Outstanding Equity Awards at December 31, 2025".
The stock awards granted in 2024 vest over the first five anniversaries of the grant date of May 28, 2024, based on achievement of specified levels of the Bank's return on average assets. The 2024 amounts represent the aggregate grant date fair value of stock awards granted in that year, calculated in accordance with FASB ASC Topic 718.
"All Other Compensation" for the named executive officers is further described below.
ALL OTHER COMPENSATION
Name and Principal Position Year 401(k) Match ($)
Health &
Welfare(1) ($) Other ($) Total ($)
Kent Landvatter
Executive Chairman of the Company and the Bank
2025 $
14,000 $
32,686 $
- $
46,686
2024 $ 14,646 $ 22,754 $ - $ 37,400
James F. Noone
President and Chief Executive Officer of the Company and the Bank 2025 $ 14,000 $ 24,354 $ - $ 38,354
2024 $ 14,192 $ 5,302 $ - $ 19,494
Robert Wahlman
Executive Vice President, Chief Financial Officer of the Company and the Bank
2025 $
14,000 $
14,222 $
- $
28,222
2024 $ 8,246 $ 5,386 $ 185,000 $ 198,632
A portion of these amounts includes health or medical reimbursement benefits that are not generally available to all salaried employees. Such additional health and medical benefits are in excess of the benefits generally available to all salaried employees.
Narrative Discussion of Summary Compensation Table
General. We have compensated our named executive officers through a combination of base salary, cash bonuses, equity awards and other benefits, including certain perquisites. Each of our named executive officers has substantial responsibilities relating to our day-to-day operations. Each year, the Compensation Committee conducts an evaluation of each named executive to determine if changes in the officer's compensation are appropriate taking into account the named executive's performance and contributions to the performance of the Company. In evaluating compensation for our named executives, the Compensation Committee reviews tally sheets and other summaries that include the following information:
Salary and cash bonus compensation for prior years;
Equity-based compensation awards for prior years;
Vested and unvested equity-based compensation held; and
The value of benefits and perquisites.
The Compensation Committee selected and directly retained Hunt Financial Group ("Hunt Financial"), an independent compensation consultant, to review the Company's executive compensation program for competitiveness as to levels and methods of compensation and to advise on current trends and issues in executive compensation. Specifically, the Compensation Committee engaged Hunt Financial Group to:
Review the Company's compensation philosophy and strategy;
Advise and aid in the design of the CEO compensation package;
Advise and aid in the design of executive officer compensation;
Evaluate and make recommendations on incentive compensation plans;
Review and advise on Board of Directors compensation; and
Perform peer analysis.
Peer Group Selection
The Compensation Committee uses comparative peer data only as a general guide rather than for strict benchmarking, acknowledging that executive roles and companies are not directly comparable. Instead of targeting
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specific percentiles, the Committee relies on business judgment, experience, and other various factors to determine pay. Additionally, the Committee uses broader industry data as a reference point to understand general market positioning, rather than setting compensation to match specific levels. Rather than traditional community or commercial bank holding companies, Hunt Financial selected companies for the peer group that provide banking and payments solutions to fintech brands and manage lending programs such as SBA 7(a), Owner Occupied Commercial Real Estate, and Leasing.
Base Salary. The Compensation Committee reviews and approves base salaries of our named executive officers. In setting the base salary of each named executive officer for the periods presented above, the Compensation Committee relied on market data provided by Hunt Financial. Salary levels are typically considered annually as part of our regularly scheduled performance review process and otherwise upon a promotion or other change in job responsibility.
Cash Bonuses. Messrs. Landvatter, Noone and Wahlman are also eligible to receive an annual cash bonus based on our achievement of various metrics or as determined by the Board in its discretion. Annual incentive awards are intended to recognize and reward those named executive officers who contribute meaningfully to our performance for the corresponding year. The Board has discretion to determine whether and in what amounts any such bonuses will be paid in a given year.
On March 21, 2023, our Board, acting on the recommendation of the Compensation Committee, adopted an executive compensation program for the Company's executive officers which, in addition to base salary and a long-term incentive plan, includes a cash bonus plan (the "Cash Bonus Plan") that was used to calculate cash bonuses that became payable with respect to 2023 and beyond. The Cash Bonus Plan is intended to align pay with financial performance and shareholder value creation by basing cash bonuses on the achievement of specified levels of pre-tax net income. Such bonuses may range from 0% of the target bonus amounts to maximum bonus amounts to be established based on an aggregate bonus pool determined utilizing actual pre-tax net income realized by the Company. Actual bonus amounts are calculated by linear interpolation of the target pre-tax net income amount and are subject to discretionary adjustments by the Board of Directors.
For 2025, the amounts payable under the Cash Bonus Plan ranged from $0 to the maximum bonus amount for Mr. Landvatter based on a target bonus of
$740,000, from $0 to the maximum bonus amount for Mr. Noone based on a target bonus of $740,000 and from $0 to the maximum bonus amount for Mr. Wahlman based on a target bonus of $412,000.
The Compensation Committee can reduce the bonus for all employees covered by the Cash Bonus Plan collectively by up to 25% if it determines, in its sole discretion, that inappropriate risk was taken by the Company. In addition, the Committee retains the ability to assess the incentive plan outcomes and determine if any discretionary adjustments should be considered for any covered employee to best align with overall performance and shareholder interests.
Equity Awards. 2019 Stock Plan and 2016 Stock Plan (the "Stock Plans") are described more fully below and in Note 10, Stock-Based Compensation, in the 2025 Annual Report. The Stock Plans authorize the Compensation Committee to establish the terms and conditions of various forms of incentive awards, subject to the terms of each plan. Our Board of Directors has also issued equity awards that are not subject to either of the Stock Plans, but intends to grant all future equity awards under the Stock Plans or a successor plan. We believe all equity awards granted to our named executive officers, whether issued pursuant to or separate from a plan, help align the interests of management and our shareholders and reward our executive officers for improved Company performance. Commencing with the 2022 equity grants, vesting is based on both continued service and achievement of specified levels of the Bank's return on average assets. In April 2025, the Board of Directors, upon the recommendation of the Compensation Committee and Hunt Financial, determined that all future equity awards for executive officers will vest only if the Bank's return on average assets for the most recent annual period (ending December 31st) prior to the applicable vesting date exceeds the FDIC industry median for that annual period.
FinWise Bank 401(k) Plan. The Bank's 401(k) Plan is designed to provide retirement benefits to all eligible full-time and part-time employees of the Bank. The 401(k) Plan provides employees the opportunity to save for retirement on a tax-favored basis. Our named executive officers may elect to participate in the Bank's 401(k) Plan on the same basis as all other employees.
Health and Welfare Benefits. Our named executive officers are eligible to participate in the same benefit plans of the Bank designed for all of the Bank's full-time employees, including health, dental, vision, disability and basic group life insurance coverage. The Bank covers 100% of the health care and dental insurance costs of Messrs. Landvatter, Noone, and Wahlman. The Bank also reimburses copayments and other healthcare expenses for the aforementioned executives but not the Bank's other employees. The purpose of the Bank's employee benefit plans is to help attract and retain quality employees, including executives, by offering benefit plans like those typically offered by our competitors.
Perquisites. We provide our named executive officers with a limited number of perquisites that we believe are reasonable and consistent with our overall compensation program to enable us to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers. Based on these periodic reviews, perquisites are awarded or adjusted on an individual basis.
Agreements with Named Executive Officers
Except as described below, we do not have any employment agreements with our named executive officers.
Kent Landvatter Non-qualified Stock Option Agreement
The Company is party to a Non-qualified Stock Option Agreement, dated as of December 24, 2019 (the "Landvatter NSO Agreement"), with the Company's Chairman and Chief Executive Officer, Mr. Landvatter. The Landvatter NSO Agreement and the stock option granted thereunder (the "Landvatter Option"), to the extent not previously exercised, will expire on December 24, 2029, subject to earlier termination in the event of Mr. Landvatter's termination of employment. The Landvatter NSO Agreement provides for the issuance of a maximum of 40,914 shares of the Company's common stock for an exercise price of $3.64 per share pursuant to the exercise of the Landvatter Option. The Landvatter Option vested and became exercisable over four years. The Landvatter NSO Agreement is not subject to any of the provisions of the Employee Retirement Security Act of 1974, as amended, nor is it a qualified plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Landvatter Option is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code. The Landvatter Option was not granted under the Stock Plans.
James Noone Non-qualified Stock Option Agreement
The Company is party to a Non-qualified Stock Option Agreement, dated as of January 1, 2021 (the "Noone NSO Agreement"), with the Company's President and CEO, Mr. Noone. The Noone NSO Agreement and the stock option granted thereunder (the "Noone Option"), to the extent not previously exercised, will expire on January 1, 2031, subject to earlier termination in the event of Mr. Noone's termination of employment. The Noone NSO Agreement provides for the issuance of a maximum of 60,000 shares of the Company's common stock for an exercise price of $4.50 per share pursuant to the exercise of the Noone Option. The Noone Option is fully vested and exercisable as of the grant date. The Noone NSO Agreement is not subject to any of the provisions of the Employee Retirement Security Act of 1974, as amended, nor is it a qualified plan under section 401(a) of the Internal Revenue Code. The Noone Option is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code. The Noone Option was not granted under the Stock Plans.
Robert Wahlman Employment Offer Letter
In January 2024, we entered into an employment offer letter with Mr. Wahlman providing for, among other things, an annual base salary of $400,000, a 2024 target cash bonus of $150,000 and a 2024 grant of restricted stock of the Company having a value of $150,000 pursuant to the Company's 2019 Stock Plan or other equity incentive plan of the Company. Mr. Wahlman's cash bonus and restricted stock grant were subject to the achievement of specified performance levels and other conditions determined by the Board of Directors or the Compensation Committee. Pursuant to the offer letter, Mr. Wahlman also received a one-time relocation bonus of $185,000, which was paid in cash.
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Finwise Bancorp published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 23:45 UTC.
