Capital Bancorp Inc 8-K

What Happened
Capital Bancorp, Inc. filed an 8-K reporting a new employment agreement with Edward F. Barry effective January 1, 2026 (term through December 31, 2027) that supersedes his prior agreements. The company also appointed Steven M. Poynot as Chief Executive Officer of Capital Bank, N.A., effective January 1, 2026. A press release about the agreement was issued December 30, 2025.

Key Details

• Base salary for Edward F. Barry: $726,250 per year, subject to annual Board review.
• Annual incentive opportunity for Barry raised from 120% to 140% of base salary; potential equity awards (50/50 stock options and restricted stock units) may be granted March 1, 2026 and March 1, 2027.
• Severance on termination without cause or resignation for good reason: continuation of base salary plus 50% of the target annual incentive (target = 100% of base) paid monthly for 18 months; medical coverage continuation up to 18 months (30 months if termination occurs within 12 months after a change in control).
• If the employment agreement simply expires without replacement, the Bank will pay Barry $750,000. All severance is conditioned on execution and non-revocation of a separation and release and compliance with post-termination covenants.
• Other benefits: continued eligibility for senior executive benefit plans, $1,500,000 term life insurance, and $500 monthly car allowance. Restrictive covenants (non-disparagement, non-solicit, non-compete, confidentiality) apply for 18 months (30 months for change-in-control).

Why It Matters
This filing clarifies leadership roles and executive pay structure ahead of the company’s strategic growth initiatives (including Open Sky and Capital Bank Home Mortgage). Investors should note the higher incentive opportunity and potential equity grants for the CEO, the defined severance protections (including enhanced protection around a change in control), and the appointment of a new bank CEO—factors that affect governance, executive incentives, and potential costs of executive departures.