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|8-KFeb 10, 4:29 PM ET

Capital Bancorp Inc 8-K

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Capital Bancorp Inc. Files New Employment Agreement for CEO Steven Poynot

What Happened
Capital Bancorp, Inc. (CBNK) filed an 8-K on Feb. 10, 2026 disclosing a new employment agreement dated Feb. 6, 2026 with Steven M. Poynot, who will serve as President and CEO of Capital Bank, N.A. and Chief Operating Officer of the company. The agreement supersedes his prior contract (originally dated Oct. 11, 2022, with amendments) and sets an initial term from Jan. 1, 2026 through Dec. 31, 2028 with automatic one-year renewals unless timely non-renewed.

Key Details

  • Base salary: $455,000 per year, subject to annual review (cannot be reduced).
  • Annual incentive: Eligible up to 100% of base salary; payout 40% in restricted stock units (3-year vesting) and 60% in cash.
  • Annual stock award: Up to 30% of base salary, split 50/50 between stock options (4-year vesting in equal annual installments) and RSUs (3-year vesting in equal annual installments), first vesting begins one year after grant.
  • Other compensation/benefits: $500/month car allowance; continued participation in senior executive benefit plans and the Bank’s Non-Qualified Deferred Compensation Plan.
  • Severance: For termination without cause or resignation for good reason (including certain change-in-control scenarios), lump-sum severance equal to 24 months base salary + cash portion of one year’s target annual incentive + 24 months of health insurance premiums; plus earned unpaid prior-year incentive and accelerated equity vesting. Severance requires execution and non-revocation of a release and compliance with post-termination restrictions (confidentiality, non-solicitation).

Why It Matters
This filing provides investors with concrete details about the company’s leadership stability and the cost framework for its CEO/COO role. The agreement locks in multi-year compensation and significant severance protections, which could affect future cash needs and equity dilution (through RSUs and option grants). The terms also signal the company’s commitment to retaining the executive and align incentives with stock-based awards.