DEF: FinWise Bancorp Announces 2025 Annual Meeting of Shareholders

FinWise Bancorp will hold its 2025 Annual Meeting of Shareholders on June 26, 2025, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• FinWise Bancorp will hold its Annual Meeting of Shareholders on June 26, 2025, at 10:00 a.m. Mountain time at Jordan Commons Megaplex Theatres, Capra Room, 9335 South State Street, Sandy, UT 84070.
• Shareholders of record as of April 29, 2025, are entitled to vote.
• The meeting will include the election of two Class II directors for a three-year term and the ratification of Moss Adams LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR the director nominees and FOR the ratification of Moss Adams LLP.
• The company is using the Notice and Access rule to furnish proxy materials to shareholders over the Internet.
• As of the record date, FinWise Bancorp had 13,214,827 shares of common stock issued and outstanding.
• 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.
• The affirmative vote of the holders 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 Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting necessary information for the annual meeting. The tone is professional and informative, with a clear recommendation from the board. The sentiment is neutral to slightly positive due to the board's confidence in the proposals.

Positives

• The Board of Directors is actively engaged in corporate governance, with regular meetings and established committees.
• The company has a Code of Business Conduct and Ethics and an Insider Trading Policy in place.
• The company has a Compensation Recoupment Policy in place.
• The Board of Directors encourages 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.
• The Audit Committee is comprised of independent directors with financial expertise.
• The company provides multiple methods for shareholders to vote, including online, by phone, and by mail.
• The company is committed to sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace.

Negatives

• Thomas E. Gibson, Jr. has elected not to be re-nominated to the Board of Directors at the Annual Meeting, and this position is not up for election at this time.
• The Board of Directors has not implemented a policy that prohibits directors and officers from engaging in derivative or speculative transactions.
• The company paid commission fees to BFG in the amounts of $2.8 million and $5.2 million in 2024 and 2023, respectively.

Risks

• Failure to maintain compliance with Nasdaq listing standards could result in delisting.
• Regulatory changes could impact the company's operations and financial performance.
• Conflicts of interest may arise in related party transactions.
• The company's success depends on attracting and retaining qualified personnel.
• The company's success depends on the performance of Business Funding Group, LLC (BFG).

Future Outlook

The Board of Directors intends to grant all future equity awards under the Plans or a successor plan.

Management Comments

• The Companys 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 II director nominee and FOR ratification of Moss Adams LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Kent Landvatter, Chief Executive Officer, thanks shareholders for their continued support.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors.

Comparison to Industry Standards

• The document does not provide specific details on how the results compare to global benchmarks.
• The document does not provide specific details on how the results compare to specific comparable companies or projects.

Management Changes

Corporate Governance

Related Party Transactions

• In 2024 and 2023, BFG was the primary source of SBA loan referrals for the Bank.
• On February 5, 2024, the Transaction was consummated and we issued in the aggregate 339,176 shares of our Common Stock, par value $0.001 per share, in a private placement to the Sellers in exchange for their 10% aggregate non-voting ownership interest in BFG.
• During the years ended December 31, 2024 and 2023, we received distributions from BFG of $0.6 million and $0.7 million, respectively.
• During the years ended December 31, 2024 and 2023, we paid commission fees to BFG in the amounts of $2.8 million and $5.2 million, respectively.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and financial performance.
• Employees are impacted by the company's compensation policies and benefit plans.
• The company's relationship with BFG impacts its SBA lending program.

Next Steps

• Shareholders are encouraged to vote on the proposals.
• The company will file the voting results with the SEC within four business days after the Annual Meeting.
• The company will hold the 2026 Annual Meeting of Shareholders.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Shareholders, Director Election, Moss Adams, Executive Compensation, Corporate Governance, FinWise Bancorp, Audit Committee