3

PROPOSAL 1. ELECTION OF DIRECTORS

Directors and Nominees

The Bylaws of the Company provide that the number of directors shall be fixed by the Board of Directors. The Board of Directors has fixed the numberconsists of directors at thirteen.ten members. All directors are elected for a term of one year or until their successors are elected and qualified. The Board of Directors, upon the recommendation of its Nominating and Governance Committee, has nominated Daniel G. Cohen, Walter T. Beach,James J. McEntee III, Michael J. Bradley, John C. Chrystal, Matthew N. Cohn, Cheryl D. Creuzot, John M. Eggemeyer, Hersh Kozlov, Damian M. Kozlowski, William H. Lamb, James J. McEntee III, Daniela A. Mielke and Stephanie B. Mudick, and Mei-Mei Tuan, for election at the Annual Meeting for a term to expire at the annual meeting to be held in 20212024 or until their successors are elected or appointed.

It is the intention of the persons named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of all the current directors. Should any of the nominees become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other person as the Nominating and Governance Committee of the Board of Directors may recommend. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. The Board of Directors knows of no reason why any of the nominees might be unable or refuse to accept nomination or election. Information is set forth below regarding the principal occupation of each nominee. There are no family relationships among the directors, nominees and executive officers of the Company.

Following are summaries of the background, business experience and principal occupations of the nominees and current directors.

Daniel G. CohenJames J. McEntee III, age 50, currently serves as the Chairman65, has been a director of both The Bancorp, Inc. and the head of its executive committee. HeBank since 2000, and has held both positions since 1999.  In addition, he is also Vice-Chairmanserved as Chairman of the Board of Directorsboth entities since November 2021. Beginning in July of The Bancorp’s wholly owned subsidiary, The Bancorp Bank,2016 and Chairmanconcluding in December of Bank’s2022, Mr. McEntee has served in a variety of senior executive committee. In addition,roles, including President and Chief Financial Officer, in the FinTech Acquisition series of special purpose acquisition companies (“SPAC”) (FinTech Acquisition Corp. and FinTech Acquisition Corp. II through VI). Mr. Cohen’s responsibilities includeMcEntee has served as the managementManaging Principal of The Bancorp Inc.’s Commercial Real Estate CMBS (Commercial Mortgage Backed Securities) group.StBWell, LLC, an owner and operator of real estate, since June 2010. Mr. Cohen had served asMcEntee was the Chief Executive Officer of The BancorpAlesco Financial, Inc. from its creationincorporation in 1999 through 2001. Since February 2018, Mr. Cohen has served as the Chairman of the Board of Directors and of the Board of Managers of2006 until its merger with Cohen & Company LLC,in December 2009 and has, since September 2013, served as the President and Chief Executive of the European Business of Cohen and Company Inc., a publicly traded financial services company with approximately $2.67 billion in assets under management as of September 30, 2019, and as President, a director andwas the Chief InvestmentOperating Officer of Cohen & Company Inc.'s indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited),from March 2003 until December 2009 and was a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets. Mr. Cohen served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC from September 2013 to February 2018. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officermanaging director of Cohen & Company Inc. from December 2009 to September 2013 and aswas the Chairman of the Board of Directors from October 2006 to September 2013. Mr. Cohen served as the executive Chairman of Cohen & Company Inc. from October 2006 to December 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief InvestmentVice-Chairman and Co-Chief Operating Officer of Cohen & Company, LLC fromJVB Financial through October 2008 to September 2013, and as Chief Executive Officer2013. He was also a director of Cohen & Company, LLC from December 2009 to September 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. FinancialT-Rex Group, LLC (formerly C&Co/PrinceRidge Partners LLC), Cohen and Company, Inc.'s indirect broker dealer subsidiary ("JVB"), from July 2012 to September 2013. Mr. Cohen has served as the Chief Executive Officer of FinTech Acquisition Corp. III, a special purpose acquisition corporation (SPAC), since March 2017. He has also served, since December 2018, as Chairman of Insurance Acquisition Corp., a SPAC.provider of risk analytics software for investors in renewable energy, from November 2014 until January 2018. From 1990 through 1999, Mr. Cohen served asMcEntee was a stockholder at Lamb McErlane, PC, and from 2000 until 2004 was of counsel to Lamb McErlane. Mr. McEntee was previously a director of Pegasus Communications Corporation, a publicly held provider of communications and Chief Executive Officerother services, and of FinTech Acquisition Corp. II from May 2015 until its July 2018 merger with International Money Express, Inc. He previouslyseveral other private companies. Mr. McEntee served as a director of FinTech Acquisition Corp. IThe Chester Fund, a nonprofit organization, from November 2013 until July 2016, as FinTech I’s President and Chief Executive Officer from August 2014 until July 2016, and as FinTech I’s Executive Vice President from July 2014 through August 2014. FinTech I merged with CardConnect in July of 2016.  Mr. Cohen previously served as Chief Executive Officer of RAIT Financial Trust, a real estate finance company focused on the commercial real estate industry, from December 2006 when it merged with Taberna Realty Finance Trust2008 to February 2009,June 2020, and served as a trusteeits Chairman from the date RAIT acquired Taberna in 2006 until his resignation from that position on February 2010. Mr. Cohen was Chairman of the board of trustees of Taberna Realty Finance Trust from its inception in March 2005 until December 2006 and its Chief Executive Officer from March 2005July 2012 to December 2006. Mr. Cohen served as a director of Star Asia, a joint venture investing in Asian commercial real estate, from February 2007 to February 2014 and as a director of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations, from April 2007 to June 2011. Mr. Cohen is a member of the Academy of the University of Pennsylvania, a member of the Visiting Committees for the Humanities and a member of the Paris Center of the University of Chicago. Mr. Cohen is also a Trustee of the List College Board of the Jewish Theological Seminary, a member of the board of the Columbia Global Center in Paris, a Trustee of the Paideia Institute and a Trustee of the Arete Foundation.

January 2018.

Walter T. BeachMichael J. Bradley, age 53,78, has been a director of The Bancorp, Inc. and the Bank since 1999. Mr. Beach has2005. From August 2015 until December 2021, he served as Managing Director of Beach Investment Counsel, Inc., an investment management firm, since 1997. Previously, from 1993 to 1997, Mr. Beach was a Senior Analyst and Director of Research at Widmann, Siff and Co., Inc., an investment management firm where, beginning in 1994, he was responsible for the firm's investment decisions for its principal equity product. Before that, he was an associate and financial analyst at Essex Financial Group, a consulting and merchant banking firm, and an analyst at Industry Analysis Group, an industry and economic consulting firm. Since 2005, Mr. Beach has served as alead independent director of Exantas Capital Corp. (formerly Resource Capital Corp.), a publicly traded real estate investment trust. Mr. Beach also served on the boardBoard of directors of FinTech Acquisition Corp. from November 2014 until July 2016, and also served on the board of directors of FinTech Acquisition Corp. II from May 2015 until its July 2018 merger with International Money Express, Inc. Mr. Beach also served as a director of Institutional Financial Markets, Inc. and its predecessor, Cohen & Company, a publicly traded financial services company specializing in credit related fixed income investments, from December 2009 to 2013.

Michael J. Bradley, age 75, has been a director of The Bancorp, Inc. and the Bank since 2005.Directors. From 1998 to 2014, Mr. Bradley was a co-owner and Managing Director of BF Healthcare, Inc., a supplier of physician services to hospitals and assisted living facilities. Mr. Bradley has served on the Board of Directors of Resource America, Inc., a specialized asset management company, since 2005, and SourceCorp, a provider of business outsourcing solutions, since 1996. Mr. Bradley has served as Chief Executive Officer of several university hospitals, including Columbia Presbyterian Medical Center and Thomas Jefferson University Hospital. Previously, Mr. Bradley served as Chairman of First Executive Bank, and as Vice Chairman of First Republic Bank. Mr. Bradley is a certified public accountant.

John C. Chrystal, age 62, served as Interim Chief Executive Officer of The Bancorp, Inc., and President of the Bank from January 2016 to June 2016; and he has served as a Director of The Bancorp and the Bank since 2013.  Mr. Chrystal’s service as Interim Chief Executive Officer did not disqualify his qualification as an independent Director.  In April 2017, the Board of Directors of The Bancorp, Inc. named Mr. Chrystal as Vice Chairman. Mr. Chrystal has served as an independent director of MoneyLion, Inc., a privately held financial wellness, membership based mobile banking,and consumer lending platform, since November 2016; an independent director of Regatta Loan Management LLC, a privately held, SEC-registered Investment Adviser, since 2015; and an independent director of the Trust for Advised Portfolios, a mutual fund series trust focused on multiple asset classes, since 2010. Mr. Chrystal was an independent director of Morgan Stanley Derivative Products, Inc., an entity providing credit enhancement for select derivative transactions, from 2010 to 2017.  Mr. Chrystal was an independent director of Javelin Mortgage Investments, Inc., a mortgage real estate investment trust, from 2012 through its sale in 2016. From 2009 to 2012, Mr. Chrystal was a Managing Member of Bent Gate Advisors, LLC, a firm providing strategic advice to financial institutions; from 2005 through 2008 was the Chief Risk Officer of DiMaio Ahmad Capital, an investment management firm focused on corporate credit markets, and from 1993 to 2005 was a Managing Director with multiple Credit Suisse entities, with oversight of asset management and financial product functions.

Matthew N. Cohn, age 50,53, has been a director of The Bancorp, Inc. and the Bank since 1999. Mr. Cohn founded and serves as Vice Chairman of The ASI Show, a leading producer of trade shows throughout the country and the recipient of prestigious awards, including the INC 500 Award twice. In addition, since 1992, Mr. Cohn has been the Chairman of ASI Computer Systems, and the Vice Chairman of the Advertising Specialty Institute, a SAAS, technology, and media company and a multi-year winner of the "Best“Best Place to Work"Work” award. Mr. Cohn has served on the international board of YPO (the Young Presidents' Organization). Mr. Cohn was Chair of YPO’s International Event Committee. He was the recipient of YPO’s “Best of the Best” international event award in 2019. Mr. Cohn was the Chief Executive Officer of the Medical Data Institute as well as a past board member of The Society of Independent Show Organizers and Changing Attitudes, Decisions and Environments for Kids (CADEKids). Mr. Cohn is currently an International Chancelloron the Global Mission Board for JDRF (Juvenile Diabetes Research Foundation)(the world's largest charitable funder of diabetes research) and serves on the International Talent and Compensation Committee of the Board. Mr. Cohn is now also thea past President of the Board of the Eastern Pennsylvania Chapter of JDRF.

Cheryl D. Creuzot, age 63, has been a director of The Bancorp, Inc. and the Bank since October 2021. Mrs. Creuzot is currently President Emerita of Wealth Development Strategies, LLC and Wealth Development Strategies Investment Advisory, Inc., where she served as Principal and Managing Partner of these SEC and FINRA regulated firms from 2000 until 2018 when she stepped down from management. After thirty-six years of practice, she serves as a consultant to her former firm and is in the process of a successful succession. Since 2013 Mrs. Creuzot has served on the MD Anderson Cancer Center Board of Visitors where she serves on the Executive Committee. Since 2020 she has served as a Commissioner of The Port of Houston, a position into which she was nominated by Mayor Sylvester Turner and approved by the Houston City Council. She also serves on the board of The Frenchy’s Companies, a family-owned food manufacturing and restaurant organization. In 2022, Mrs. Creuzot was appointed as a director of the BeyGood Foundation where she serves on the Finance and Investment committees. She is also a member of the board of directors of the Valic1 Funds, an investment advisory firm, a position she assumed on October 15, 2022. Mrs. Creuzot served on the board of Amegy Bank from January 2021 to October 2021 and served on the board of Unity National Bank from 2008 to 2015, where she chaired the Compliance, Audit and Investment Committees. She is also a former board member and Vice Chair of the Texas Public Finance Authority, where she was appointed by the Governor and conferred by the Texas State Senate. She is the former Chair of the University of Houston Board of Visitors and a former board member of the Greater Houston Partnership. Mrs. Creuzot holds a Bachelor of Science, a Doctorate in Jurisprudence, a Master Laws Degree in Taxation, and a master’s degree in business administration from the University of Houston. Creuzot has extensive experience in finance and has held numerous leadership positions in the public and private sectors.

John M. Eggemeyer, age 73,76, has been a director of The Bancorp, Inc. and the Bank since August 2016.  Mr. Eggemeyer is a Founder and Managing Principal of Castle Creek® Capital LLC which has been ana private equity investor in the banking industry since 1990. The firm is currently one of the most active investors in community banking with in excess of $900 million in assets under management in private equity.  Mr. Eggemeyer has over 40 years of experience in the banking industry and has been involved in more than 75 bank acquisitions. In 2006, the American Bankerhonored Mr. Eggemeyer as “Community Banker of the Year” for his success as a builder of community banking companies. Prior to founding Castle Creek®, Mr. Eggemeyer spent nearly 20 years as a senior executive with some of the largest banking organizations in the U.S. with responsibilities across a broad spectrum of banking activities. Mr. Eggemeyer has served as the Chairman of PacWest Bancorp (Nasdaq: PACW) since its formation in 2000, is a Board member of Northpointe Bancshares, Inc. and was a founder and Director of Guaranty Bancorp. Previously, he was Chairman and Chief Executive Officer of White River Capital and a Board member of TCF Financial Corporation, Western Bancorp and American Financial Realty. Mr. Eggemeyer’s civic and philanthropic efforts have been focused in the areas of improving the quality of instruction in education and expanding educational opportunities for lower income students. He was a founder and past President of the Rancho Santa Fe Community School Endowment and was a member of the Rancho Santa Fe School Site Selection Committee. He also helped establish the Minnesota Charter of A Better Chance, a national organization committed to creating improved educational opportunities for minority high school students. Mr. Eggemeyer is a Life Trustee of Northwestern University where he serves on the Finance and Investment Committees and is a past Trustee of the Bishop’s School of La Jolla, California and the Parent Advisory Board at Stanford University. Mr. Eggemeyer holds a Bachelor of Science degree from Northwestern University and an M.B.A. from the University of Chicago.

Hersh Kozlov, age 72,75, has been a director of The Bancorp, Inc. and the Bank since 2014. He has also servedcurrently serves as aan independent director of vTv Therapeutics, Inc. (Nasdaq: VTVT), a biopharmaceuticals company, since September 2019.2019, where he serves as Chair of the Nominating and Governance Committee and Vice Chair of the Compensation Committee. He has been a partner at Duane Morris LLP (An(an international law firm) since 2009.2009, and serves on the governing board of the law firm. Previously, he was a partner at Wolf, Block, Schorr and Solis-Cohen LLP (a law firm) from 2001 to 2009. Mr. Kozlov served as a member of the board of directors of Resource America, Inc. and, where he was the lead independent director. He was previously a member of the board of directors of JeffBanks, Inc., trMTRM Corporation, Hudson United Bank, US Healthcare Life Insurance Company, and Princeton Insurance Company. Mr. Kozlov has also served as counsel to the board of directors of US Healthcare, Inc. and was appointed by the President of the United States to be a member of the Advisory Committee for Trade Policy & Negotiations, serving in that role from 2002 to 2004.

Damian M. Kozlowski, age 54,58, serves as Chief Executive Officer of The Bancorp, Inc., President of the Bank, and a Director of the companyCompany and the Bank. Mr. Kozlowski joined The Bancorp on June 1, 2016, after having served, sincefrom 2010 to 2016 as Chief Executive Officer, President, and Director of Modern Bank, N.A. From 2008-2009, Mr. Kozlowski served as Chief Executive Officer of Alpha Capital Financing Group, Inc., a private equity firm he founded. From 2000 through 2006, Mr. Kozlowski served in executive capacities with Citigroup Private Bank; as the CEO of its Global Private Bank (2005-2006); President of its US Private Bank (2002-2005); Chief Operating Officer and Chief Financial Officer (2001-2002); and Global Head of Business Development and Strategy (2000-2001). Previously, from 1998-1999,1998 to 1999, he was a Managing Director of Bank of America Securities, an investment bank.

William H. Lamb, age 77,82, has been a director of The Bancorp, Inc. and the Bank since 2004. Mr. Lamb currently serves as Chairmanis a founding partner of Lamb McErlane PC, and directs the firm's Post-Trial and Appellate Advocacy Group.a law firm. From January 2003 through January 2004, Mr. Lamb served as a Justice of the Pennsylvania Supreme Court and is the only former Pennsylvania Supreme Court Justice currently in practice. Mr. Lamb has been recognized as a Top 100 Pennsylvania Super Lawyer for appellate law and as a Pennsylvania Super Lawyer since 2005. Mr. Lamb previously served as director and corporate secretary of JeffBanks, Inc. and Jefferson Bank until their acquisition by Hudson United Bank in 1999. Since 2004, Mr. Lamb has been appointed to the President's Advisory Committee on the Arts, the Commonwealth of Pennsylvania's Court of Judicial Discipline, and the Pennsylvania Elections Reform Task Force. Mr. Lamb also served as President Judge of the Court of Judicial Discipline and on the Chester County Boy Scout Council.

James J. McEntee III, age 62, has been a director of both The Bancorp, Inc. and the Bank since 2000. Mr. McEntee has been President and Chief Financial Officer of FinTech Acquisition Corp. III, a SPAC, since March 2017. He previously served as Chief Financial Officer and Chief Operating Officer of FinTech Acquisition Corp., a SPAC, until it merged with CardConnect Corp. in July 2016, and served as President and Chief Financial Officer of FinTech Acquisition Corp. II, a SPAC, until its July 2018 merger with International Money Express, Inc. Mr. McEnteehas served as the Managing Principal of StBWell, LLC, an owner and operator of real estate, since June 2010.Mr. McEntee was the Chief Executive Officer of Alesco Financial, Inc. from its incorporation in 2006 until its merger with Cohen & Company in December 2009, and was the Chief Operating Officer of Cohen & Company from March 2003 until December 2009, and was a managing director of Cohen & Company Inc. and was the Vice-Chairman and Co-Chief Operating Officer of JVB Financial through October 2013. Mr. McEnteewas a director of T-Rex Group, Inc., a provider of risk analytics software for investors in renewable energy, from November 2014 to January 2018. Mr. McEntee was a principal in Harron Capital, L.P., a media and communications venture capital fund, from 1999 to September 2002. From 1990 through 1999, Mr. McEntee was a stockholder at Lamb McErlane, PC, and from 2000 until 2004 was of counsel to Lamb McErlane. Mr. McEntee was previously a director of Pegasus Communications Corporation, a publicly held provider of communications and other services, and of several other private companies. Mr. McEntee has served since 2008 as a director of The Chester Fund, a nonprofit organization, and served as its Chairman from July 2012 to January 2018.

Daniela A. Mielke, age 54,57, has been a director of both The Bancorp, Inc. and the Bank since August 2019. Ms. Mielkehas served as the North American CEO of RS2 Inc., one of the leading providers of payment processing services in Europe and Asia Pacific, since February 2018.  She has responsibility for sales and marketing as well as product development and customer relationship management for the company’s operations in North America.   Ms. Mielke is also Managing Partner of Commerce Technology Advisors, LLC, a privately held firm which she founded in April 2016, and which provides consulting services to technology, financial services and private equity companies on organic and inorganic growth strategies including building payment businesses and using artificial intelligence. From 2018 to December 2020, Ms. Mielke served as the North American CEO of RS2 Inc., one of the leading providers of payment processing services in Europe and Asia Pacific. She had responsibility for sales and marketing as well as product development and customer relationship management for the company’s operations in North America. From 2013 to 2016, Ms. Mielke was a Chief Strategy and Product Officer at Vantiv, Inc., which was at the time the largest merchant acquirer in the US. From 2010 to 2013, Ms. Mielke was the VP, Head of Global Strategy and Market Intelligence for PayPal Inc. Ms. Mielke co-founded A-Connect in 2001, a consulting firm which provides financial services and other consulting and rejoined in 2007 to establish and direct new operations for the West Coast and lead its global marketing function. From 2002 to 2007, Ms. Mielke successively served as VP of Product and SVP of Strategy and Market Intelligence at Visa International. From 1998-20021998 to 2002, Ms. Mielke was an Engagement Manager for McKinsey & Company, a worldwide management consulting firm. Ms. MielkeSince February 2021, she has served as a member of the Boardboard of GCPS,directors of FTAC Athena Acquisition Corp., a multinational joint venture of commercial card issuing banks from 2005 to 2007.SPAC. She also currently serves as a member of the board of FincaFINCA International, a global NGO dedicated to alleviating poverty.poverty, and Nuvei (TSX: NVEI and NVEI.U), a global payment technology provider. In September 2022, Ms. Mielke was appointed to the Board of WisdomTree, Inc. (NYSE: WT), a New York-based exchange-traded fund, product sponsor and asset manager.

Stephanie B. Mudick, age 63,67, has been a director of both The Bancorp, Inc. and the Bank since August 2019. Ms. Mudickwas Executive Vice President of JPMorgan Chase from 2008 through 2018, where she also served as Head of Regulatory Strategy from 2010 through 2018. In that capacity, she managed the firm’s global regulatory agenda across all its businesses and products. During this period, Ms. Mudick designed and drove the execution of that firm’s most significant regulatory deliverables, was central to the design and development of controls infrastructure and managed conflicts of interest governance. From 2005 through 2007 she was EVP, CAO and Head of Consumer Operations of the Global Consumer Group at Citigroup, a business providing a wide array of banking, lending, insurance and investment services to individual and small business consumers in over 50 countries. From 1993 to 2005 Ms. Mudick served in various roles in Citigroup’s legal department including Co-General Counsel and Corporate Secretary. At both JPMorgan Chase and Citigroup, she served on senior management committees and regularly engaged with and advised their respective Boards of Directors and Board Committees. Ms. Mudick has previously served as a director of two public company Boards: The Student Loan Corporation (NYSE: STU) and Ixe Grupo Financiero (BMV:IXE), and several not-for-profit Boards, including City Year New York, which she chaired for six years.

Mei-Mei Tuan, age 53 has been a director of both The Bancorp, Inc. and the Bank since 2013. Ms. Tuan is the co-founder and co-owner, managing partner and Chairman of Notch Partners LLC, a firm providing leadership capital and managed-led buyout strategies exclusively for institutional private equity funds. Ms. Tuan is also a Partner of Trewstar LLC, a boutique search firm based in New York specializing in board placements.  Since August 2018, Ms. Tuan has served as a director of FinTech Acquisition Corp. III, a SPAC. As an investment banker with Goldman Sachs, BankAmerica and BankAustria, Ms. Tuan led domestic and international transactions in project finance, mergers and acquisitions, real estate, syndications and sale leasebacks. Ms. Tuan's operating experience includes serving as Chief Financial Officer and Chief Operating Officer at the Sierra Foundation, from 1996 through 1997, and the San Francisco Food Bank, from 1997 through 1998. Ms. Tuan is an active board member of the Clara Maass Medical Center and its Foundation, The Harvard Business School Asian-American Alumnae Association, The New Jersey Council for the Humanities and Montclair Kimberley Academy.  In the recent past, she has served on the Boards of Friends, Thirteen (WNET), the Museum of Chinese in America in New York City (Co-Chair), the Wellesley College Alumnae Association, the New Jersey Women’s Forum, the Mid-Manhattan Performing Arts Foundation and the New Jersey Network (NJN).  Ms. Tuan is a member of the CommitteeBoard of 100, an organization that addresses issues concerning Sino-U.S. relations.PacWest Bancorp (Nasdaq: PACW) and serves on its Risk and Compensation and Human Capital Committees. She also serves on several not-for-profit boards, including the HIAS and the Institute for International Education. 

The Board of Directors has not adopted specific minimum qualifications for service on the board, but rather has established a set of standards as set forth in the Board’s Corporate Governance Guidelines. These standards may be accessed at https://investors.thebancorp.com/corporate-information/governance-documents/default.aspx and are summarized below in the description of the Nominating and Governance Committee. The Board of Directors seeks a mixture of skills that are relevant to the Company'sCompany’s business as a bank holding company and the business of its subsidiary bank. The following presents a brief summary of the attributes of each director that led to the conclusion that he or she should serve as such:

Mr. Cohen has served as a director of, and in other significant management capacities, with a number of financial companies.   In addition to experience in commercial real estate, he has considerable experience in securities, investment management and capital markets.

Mr. BeachMcEntee has extensive experience in investmentcorporate law and financial institution management, corporate financeas well as significant managerial experience in real estate, investments and capital markets.  He is deemed an audit committee financial expert which, among other factors, reflects the quantitative and analytical skills developed in his experience as a director of research for an investment management firm.markets operations.

Mr. Bradley has served as chairman and in other significant capacities for financial institutions and served as Chief Executive Officer of several university hospitals, including Columbia Presbyterian Medical Center and Thomas Jefferson University Hospital. Within these capacities, he was involved in significant management functions with respect to business and financial matters.

Mr. Chrystal has extensive financial, investment and financial risk management experience, enabling him to provide the Company with advice and oversight regarding financial markets, risk management and investments.

Mr. Cohn has significant experience in founding, leading and having senior roles in a variety of companies, including mid-size businesses of the type that are the Bank's clients. In addition, he has considerable experience with electronic distribution and technology-based companies.

Mrs. Creuzot has extensive experience in finance and has held numerous leadership positions in the public and private sectors. She has previously served as a bank director at other federally insured depository institutions, with specific focus on compliance, audit and investment matters.

Mr. Eggemeyer has served as chairman and in other significant management capacities with a number of financial companies. He is experienced in evaluating financial performance of financial institutions.

Mr. Kozlov has extensive legal and business experience resulting from his partnerships at prominent law firms where he represented companies which included banks, insurance companies and other financial institutions. He has board of director's experience at multiple financial institutions. His experience in general business matters also reflectreflects service as a Presidential Appointee to the Advisory Commission for Trade Policy and Negotiations of the United States.

Mr. Kozlowski has extensive experience in commercial banking, wealth management, and investment banking. Additionally, he has held numerous leadership positions in financial institutions and has a demonstrated record in improving both financial and regulatory performance.

Mr. Lamb has extensive experience as a director of public bank holding companies, beginning in 1974. Additionally, he has significant legal experience with respect to business and financial matters and has particular knowledge of the southeastern region of Pennsylvania, which is one market served by the Company.matters.

Ms. Mielke has significant experience as a senior officer of large payment processing and merchant acquiring companies. She has also served as a technology and financial services consultant. This experience complements the Company’s payment processing and merchant acquiring lines of business as well as its focus on technology.technology and the emerging fintech marketplace.

Ms. Mudick has extensive experience in bank regulatory matters as a senior regulatory officer and general counsel in major global banks and bank holding companies. She has extensive experience in consumer financial products, complementing her regulatory expertise with product expertise.

Ms. Tuan has significant experienceBoard Diversity

Our Board believes that diversity, including differences in viewpoints, backgrounds, experiences and other personal characteristics, is an important factor in financing real estate projectsBoard oversight and a varietyconsiders this information when evaluating Board composition. The Board Diversity Matrix below provides information about the diversity of other investment banking experience. She has served as a Chief Financial Officer and Chief Operating Officer and holds an M.B.A. from Harvard Business School.our Board in the NASDAQ-required format.

Standard for Election of Directors

The number of votes required in order to be elected asdirector nominees receiving a director depends on whether an election is contested or uncontested. An election is uncontested if no stockholder provides proper notice of an intention to nominate one or more candidates to compete with the Board of Directors' nominees in a director election, or if any such stockholders have withdrawn all such nominations at least five days prior to the mailing of noticemajority of the meeting to stockholders. As no such notice has been provided, thevotes cast, in uncontested elections, will be elected. If an incumbent director election described in this Proposal 1 is an uncontested election. In order to be elected as a director in an uncontested election, each director isnot elected by a majority of votes cast, with respect to such director nominee. A "majority of votes cast" means thatin an uncontested election, the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election. Votes "cast" include votes "for" and votes "against," but excludes abstentions with respect to a director's election or with respect to the election of directors in general.

If an incumbent director nominated for election as a director receives a greater number of "against" votes for his or her election than votes "for" such election, then that director, as a holdover director, mustwill tender an offer of his or her resignation to the Board of Directors for consideration promptly following the certification of the vote.consideration. The Nominating and Governance Committee must promptly consider any resignation offer so tendered and a range of possible responses, based on any facts or circumstances they consider relevant, and make a recommendation to the Board of Directors as to the response to the resignation offer. If each member of the Nominating and Governance Committee received a majority against vote at the same election, then the independent directors who did not receive a majority against vote must appoint a committee among themselves to consider the resignation offers and to recommend to the Board of Directors a response to the resignation offers. The Board of Directors must take action on the Nominating and Governance Committee's recommendation (or committee of independent directors' recommendation) within 90 days following certification of the stockholder vote. Any director whose resignation is under consideration must abstain from participating in any board or committee deliberations regarding the acceptance of his or her offer of resignation or the offer of resignation of any other director tendered because that director received a majority against vote.

If an incumbent director's offer In contested elections, the Company will use plurality voting. Each director nominee has indicated their willingness to serve on our Board. Each proxy will be voted “FOR” the election of resignation is accepted by the Board of Directors, then such director will ceasenominees unless instructions are given on the proxy to be a member of the Board of Directors upon the effective date of acceptance by the Board of Directors of the offer of resignation. If an incumbent director's offer of resignation is not accepted by the Board of Directors, thenvote “AGAINST” such director will continue to serve until the earlier of the next annual meeting or until his or her successor is elected and qualifies and his or her subsequent resignation or removal.nominees.

If any nominee for director who is not an incumbent fails in an uncontested election to receive a majority of votes cast at a meeting of stockholders duly called and at which a quorum is present, such nominee will not be elected and will not take office. All of the Board of Directors' nominees for election as a director at the Annual Meeting are incumbents. If an incumbent director's offer of resignation is accepted by the Board of Directors, or if a non-incumbent nominee for director is not elected, the Board of Directors may fill any resulting vacancy or may decrease the size of the Board of Directors pursuant to the Company'sCompany’s bylaws.

The Board of Directors unanimously recommends a vote "FOR"“FOR” the election of each nominee.

STOCK OWNERSHIP, AND SECTION 16 COMPLIANCE AND HEDGING POLICY

The following table sets forth the number and percentage of the Company's Common Shares owned as of March 23, 2020,27, 2023, by each of the Company'sCompany’s directors and named executive officers, all of the directors and executive officers as a group and other persons who beneficially own more than 5% of the Company'sCompany’s outstanding voting securities. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security, if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Shares issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person.

* Less than 1%

Delinquent Section 16(a) Reports16 Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), requires the Company'sCompany’s officers, directors and persons who own more than ten percent of a registered class of the Company'sCompany’s equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all such reports.

Based solely on its review of the reports received by it, the Company believes that, during fiscal 2019,2022, no officers, directors or beneficial owners failed to file reports of ownership and changes of ownership on a timely basis.

Hedging Policy

The Company has an Insider Trading Policy that prohibits hedging transactions. The policy may be accessed at https://investors.thebancorp.com/corporate-information/governance-documents/default.aspx. The prohibition against hedging is as follows:

PROHIBITED TRANSACTIONS. The Company considers it improper and inappropriate for any employee, officer or director to engage in speculative transactions in Company securities. It therefore is Company policy that insiders may not engage in any of the following transactions:

Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an employee, officer or director to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the employee, officer or director to continue to own the covered securities, but without the full risks and rewards of ownership. In these situations, the employee, officer or director may no longer have the same objectives as other stockholders. Therefore, employees, officers and directors are prohibited from engaging in any such transactions.

NON-DIRECTOR EXECUTIVE OFFICERS

Information is set forth below regarding the background of each of the Company'sCompany’s executive officers who is not also a director. For the Company'sCompany’s officer who is a director nominee, Damian Kozlowski, this information can be found above under "Proposal“Proposal 1. Election of Directors—Directors and Nominees."”

Mark L. Connolly, age 52,55, joined The Bancorp in June 2016 and has served as Executive Vice President and Head of Credit Markets since February 2017. On December 18, 2019 he was also named2017 and Chief Credit Officer.Officer since December 2019. From 2013 to 2015, Mr. Connolly held a variety of senior management roles including Chief Financial Officer, Head of Operations and Head of Financial Services of Tresata, Inc., a data analytics software company. Previously, from 2010 to 2012, Mr. Connolly served as Managing Director – Private Bank Head of Products which included US Lending, Mortgages, Banking and Trust Services at Morgan Stanley Smith Barney.Wealth Management. Additionally, Mr. Connolly served as the Co-Chief Executive Officer/Chief Operating Officer of the U.S. Private Bank at Citi Global Wealth Management from 2009 to 2010 and served as the Head of U.S. Lending, Mortgages, Banking and Trust Services at Citi Global Wealth Management from 2005 to 2010. Before joining Citigroup, Mr. Connolly also held a senior management position within Bank of America’s Corporate and Investment Bank from 1998 to 2005.

Paul Frenkiel, age 67,70, has served as Chief Financial Officer and Executive Vice President of StrategySecretary at The Bancorp since joining the organization in September 2009; he also serves as the organization's Principal Accounting Officer. From November 2000 through October 2008, he was Chief Financial Officer and Executive Vice President of Republic First Bancorp Inc. From January 2005 through September 2009, Mr. Frenkiel also served as Chief Financial Officer and in other capacities for First Bank of Delaware, which was spun off from Republic First Bancorp Inc. Additionally, he served as Chief Financial Officer of JeffBanks, Inc., from 1987 through its acquisition by Hudson United Bancorp in 2000, and also served as Chief Financial Officer at Dominion Bank. A chartered bank auditor and certified public accountant, Mr. Frenkiel is a member of the American Institute of Certified Public Accountants. 

Gregor Garry, age 36,39, has served as the Chief Operating Officer and Executive Vice President at The Bancorp since July 2019. He has also served as the organization’s Chief Risk Officer, Deputy Chief Operating Officer, Chief Audit Executive, and Vice President of Internal Audit since joining The Bancorp in October 2014. From December 2009 –to October 2014 he served as the Internal Audit Manager and in other capacities for The First National Bank in Sioux Falls, Sioux Falls, South Dakota. From July 2007 –to December 2009 Mr. Garry was a Senior Management Consultant for Milo Belle Consultants. Mr. Garry is a Certified Internal Auditor, a Certified Fiduciary and Investment Risk Specialist, and holds a certification in Risk Management Assurance.  He holds a Bachelor

Ryan Harris, age 45, has served as either the Head or Co-Head of Fintech Solutions of The Bancorp since November 2018. Prior to becoming the Head of Fintech Solutions at The Bancorp, he has also served as the Head of Business Administration degreeDevelopment for The Bancorp’s Payment Solutions Group. He served in economics andthat capacity since joining The Bancorp in December of 2007 when The Bancorp acquired the Payment Systems division of Sioux Falls, SD – based BankFirst, a Mastersubsidiary of the Marshall BankFirst Corporation. From January 2006 to November 2007, he served as Senior Vice President of Business Development for BankFirst Payment Systems. From January 1999 to December 2005, Mr. Harris served in various capacities for both the credit card and prepaid card divisions of BankFirst. Mr. Harris started his career working in the credit card operations division for Citibank, South Dakota, N.A. in 1997.

John Leto, age 59, has served as Head of Institutional Banking at Bancorp since December 2018.  At Bancorp, he also served as Chief Administrative Officer from July 2016 to December 2018. From June 2012 to June 2016, he served as Senior Vice President and Head of National Sales of Wealth Management at TD Bank, where he managed the sales expansion strategy throughout the U.S.  From December 2009 to April 2012, he was President and Chief Executive Officer of Standard Chartered Americas Private Bank, where he also served as Chairman, President and Chief Executive Officer of StanChart Securities International.  From June 2007 to November 2009, Dr. Leto was Founder and Partner of Alpha Capital a de novo private bank.  From July 1995 to April 2007, he held several senior management roles at Citigroup, where he served as Citi Private Bank’s Chief Administrative Officer with responsibility for the U.S., Latin America, Asia, Europe and the Middle East.

Jeff Nager, age 50, has served as Head of Commercial Lending at The Bancorp since January 2019 and leads the Small Business Lending and Commercial Fleet Leasing Teams.  He has more than 25 years of experience in small business lending. From June 2016 through January 2019, he served as the Bank’s Head of Small Business Lending.  He served as the SBA Division Manager Small Business Administration (SBA) Lending Team at SunTrust Bank from April 2010 through June 2016.  He was Regional Sales Manager at Wells Fargo SBA from January 2009 through March 2010 and SBA National Sales Manager, Community South Bank from August 2003 through December 2009. Mr. Nager was Regional Sales Manager/Business Development Officer, Temecula Valley Bank from 2000 to 2003, Business Development Officer, Imperial Bank from 1998 to 2000 and Business Development Officer, Triangle Bank from 1996 to 1998. Mr. Nager is currently a Board Member for the UniversityNational Association of South Dakota.Government Guaranteed Lenders (NAGGL), the trade organization for SBA 7(a) lending.

Olek DeRowe, age 43, has served as the Head of Commercial Real Estate for The Bancorp since September 2020 and has served in other capacities in that department since May 2015. Mr. DeRowe has over 20 years of experience in the commercial real estate industry from pricing, structuring, distribution of commercial mortgage loans to brokerage and consulting. He served as Vice President of the following firms for the periods shown: From May 2000 to February 2008 as Vice President and in other capacities at Capmark Finance (formerly GMAC Commercial Mortgage), August 2009 to July 2010 for CWCapital, July 2010 to December 2010 for Ranieri and January 2011 to April 2015 for Amherst.

Thomas G. Pareigat, age 60,63, has served as General Counsel since February 2011. From 2003 to 2005 and from 2007 to 2011 he was a partner in the Minneapolis, Minnesota law firm of Lindquist & Vennum LLP (now Ballard Spahr LLP), where he concentrated his practice on banking law and regulatory compliance matters as a member of the firm's Financial Institutions Practice Group. Between 2005 and 2007 he served as Senior Vice President and Regulatory Counsel for Marshall BankFirst Corp. From 2001 to 2002, Mr. Pareigat was Vice President and Corporate Counsel for Marquette Bancshares, Inc. and its subsidiary banks until their acquisition by Wells Fargo. From 1989 to 2001 he served as Senior Attorney with Bankers Systems, Inc. (now Wolters Kluwer Financial Services). A frequent speaker on emerging risk issues within the financial services industry, Mr. Pareigat serves on the Editorial Board of the American Bankers Association's Bank Compliance magazine and has served on the faculty of the ABA's National Compliance School and Graduate School for Compliance Risk Management.

CORPORATE GOVERNANCE

Director Independence

The Company's Common Shares are listed on the NASDAQ Global Select Market under the symbol "TBBK" and the Company is subject to the listing standards thereof.“TBBK.” The Board of Directors has determined that Mr. Beach, Mr. Bradley, Mr. Cohn, Mr. Chrystal, Mr. Eggemeyer, Mr. Kozlov, Mr. Lamb, Ms. Mielke, Ms. Mudick, Mr. McEntee and Ms. Tuan, each of the Company’s current directors meet the definition of an independent director set forth in the NASDAQ rules. listing standards and the Bancorp Director Independence Categorical Standards, (the “Director Independence Standards”), except for Mr. Kozlowski who is the Chief Executive Officer and President of the Company and the Bank. The Company’s current independent directors are Mr. McEntee, Mr. Bradley, Mr. Cohn, Mrs. Creuzot, Mr. Eggemeyer, Mr. Kozlov, Mr. Lamb, Ms. Mielke and Ms. Mudick. In making these determinations, the Board of Directors reviewed information from each of these directors concerning all their respective relationships with the Company and its affiliates and analyzed the materiality of those relationships. In considering the independence of Mr. Kozlov, the Board considered that Mr. Kozlov is a partner at Duane Morris LLP, or Duane Morris, an international law firm, and that the Company paid amounts to Duane Morris for legal services described below under “Certain Relationships and Related Party Transactions.” The Board confirmed that these payments did not exceed 5% of Duane Morris’ consolidated gross revenues in the current or any of the Company’s last three fiscal years and so did not preclude the Board determining Mr. Kozlov to be independent under NASDAQ listing standards and further determined that this relationship would not interfere with his exercise of independent judgment in carrying out his responsibilities as a director.

Board Leadership and Committee Structure and Role in Risk Oversight

Daniel G. CohenJames J. McEntee serves as the Company’s Chairman of the Board and Damian M. Kozlowski serves as its Chief Executive Officer and as a director. The Company believes that the most effective leadership structure at the present time is to have separate Chairman of the Board and Chief Executive Officer positions because this allows the board to benefit from having two strong voices bringing separate views and perspectives to meetings. In addition, from August 2015 through December 2021, Michael J. Bradley served as the lead independent director of the Board of Directors. In this role, Mr. Bradley acted as an alternative point of contact between other directors and the Chairman of the Board, and facilitated executive sessions held by the independent directors. The lead independent director role was eliminated in December 2021 with the transition to an independent director as Chairman of the Board.

The Risk Committee meets at least quarterly, and, whileDuring 2022, four committees assisted the Board of Directors and all of its committees are sensitive to risks relating to the Company and its operations,with risk oversight: the Risk Committee, is primarily responsible for overseeing the Company's risk management processesAudit Committee, the Environmental, Social and Governance Committee (the “ESG Committee”) and the Compensation Committee. These committees each perform risk-related oversight functions on behalf of the Board and report regularly to the Board of Directors. A subset ofDirectors, which also considers the Risk Committee also serves as the Consent Order Oversight CommitteeCompany’s entire risk profile, including additional strategic and meets at least quarterly to oversee the Bank’s compliance with the requirements of the Bank’s 2015 Consent Order with the FDIC and the Bank’s consumer compliance, third-party risk management and compliance auditing functions. The Complaint and Error Claim Committee meets monthly and focuses on the process for handling, monitoring and resolving all complaints and Regulation E error claims received directly by the Bank or through its third-party product contributors. The Bank Secrecy Act ("BSA") Committee meets monthly and oversees compliance with BSA regulations, compliance with the requirements of consent orders with federal banking authorities, and related BSAreputational risks. The Audit Committee meets at least quarterly, and focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts.

These committees receive reports from management regularly regarding the Company'sCompany’s assessment of risks and the adequacy and effectiveness of internal control systems. Through their interaction with the Company'sCompany’s senior management, these committees oversee credit risk, market risk (including liquidity and interest rate risk) and operational risk (including compliance and legal risk). The Chief Risk Officer meets at least quarterly with the Risk Oversight Committee to discuss potential risk or control issues involving management. The aforementioned Board committees report regularly to the Board of Directors, which also considers the Company's entire risk profile, including additional strategic and reputational risks. ESG risk.

While the Board of Directors oversees the Company'sCompany’s risk management across the enterprise, senior management at the Company and Bank are responsible for the day-to-day risk management processes.processes and implementation of risk management programs. Senior management comprises the Bank'sCompany’s Enterprise Risk Management Committee which meets at least quarterly and addresses various risks, controls and related monitoring. While the Board of Directors believes that this division of responsibility is the most effective approach for addressing the risks facing the Company, it will continue to re-examine this structure on a regular basis, recognizing that different structures may be appropriate in different situations faced by the Company.

Communications with the Board

Stockholders, employees and others who wish to communicate with the Board of Directors may do so by sending their correspondence to The Bancorp, Inc., Attention: Paul Frenkiel, Secretary, 409 Silverside Road, Suite 105, Wilmington, Delaware 19809. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication.” All such letters must identify the author as a stockholder of the Company and clearly state whether the intended recipients are all or individual members of the Board. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors. The Secretary has been authorized to screen commercial solicitations and materials which pose security risks, are unrelated to the business or governance of the Company or are otherwise inappropriate.

Corporate Governance Materials

The Company’s Code of Ethics and Business Conduct (the “Code of Business Conduct”) which applies to all employees, including our chief executive officer, principal financial officer and chief accounting officer, Corporate Governance Guidelines, Director Independence Standards, Insider Trading Policy and the charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are available on the Company’s website: https://investors.thebancorp.com/corporate-information/governance-documents/default.aspx.

Copies of these documents are available, free of charge, upon written request to: The Bancorp, Inc., Attention: Investor Relations, 409 Silverside Road, Suite 105, Wilmington, Delaware 19809. The Company will satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct by posting such information on the Company’s website.

Board Meetings

The Board of Directors held a total of 128 meetings during fiscal 2019.2022. During fiscal 20192022 all directors attended at least 75% of the aggregate of (a) the total number of meetings of the Board of Directors held during the period for which the director had been a director and (b) the total number of meetings held by all committees of the Board of Directors on which the director served during the periods that the director served. It is the policy of the Board of Directors that all directors attend the annual meeting of stockholders of the Company, if practicable. All directors attended the last annual meeting.

Communications with the Board

Stockholders, employees and others who wish to communicate with the Board of Directors may do so by sending their correspondence to The Bancorp, Inc., Attention: Paul Frenkiel, Secretary, 409 Silverside Road, Suite 105, Wilmington, Delaware 19809. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder-Board Communication." All such letters must identify the author as a stockholder of the Company and clearly state whether the intended recipients are all or individual members of the Board. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors. The Secretary has been authorized to screen commercial solicitations and materials which pose security risks, are unrelated to the business or governance of the Company or are otherwise inappropriate.

Corporate Governance Materials

The Company's Code of Ethics and Business Conduct (the "Code of Business Conduct"), Corporate Governance Guidelines and the charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are available on the Company's website:http://investors.thebancorp.com/govdocs.

Copies of these documents are available, free of charge, upon written request to: The Bancorp, Inc., Attention: Andres Viroslav, Investor Relations, 409 Silverside Road, Suite 105, Wilmington, Delaware 19809. The Company will satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct by posting such information on the Company's website.

Board Committees

The Board of Directors currently has sevensix standing committees: Audit Committee, Compensation Committee, Risk Committee, Complaint and Error Claim Committee, Bank Secrecy Act Committee, Nominating and Governance Committee, Executive Committee and ExecutiveESG Committee. The committees on which directors currently serve, the chairmanchairperson of each committee, and the number of meetings held during 20192022 are set forth below. Mr. Kozlowski is not listed because he did not serve on any committee during 2022.

The table above reflects the current board of directors and respective committee appointments.  Mr. John Chrystal served on the Executive Committee, Audit Committee and Risk Committee until his resignation on February 28, 2022. Ms. Mei-Mei Tuan served on the Compensation Committee, and the Nominating and Governance Committee until her resignation on February 28, 2022. 

Audit Committee. The Audit Committee is appointed by the Board of Directors to assist the Board of Directors auditDirectors’ audit-related oversight of (a) the integrity of the Company'sCompany’s financial statements, (b) the Company's risk management processes, (c) the Company'sCompany’s compliance with legal and regulatory requirements, (d)(c) the independent auditor's qualifications and independence and (e)(d) the performance of the Company'sCompany’s internal audit function and independent auditors. The Audit Committee satisfies Exchange Act requirements for a separately designated standing audit committee and also prepares the audit committee reportAudit Committee Report required by the rules of the SEC to be included in the Company'sCompany’s annual proxy statement.

Proxy Statement. Each member of the Audit Committee meets the independence standards for audit committeeAudit Committee members set forth in applicable NASDAQ rules, as well as those set forth in Rule 10A-3(b)(1) of the Exchange Act.Act and in the Director Independence Standards. The Board of Directors has determined that Mr. Bradley qualifies as an "audit committee“Audit Committee financial expert"expert” as that term is defined in applicable SEC rules and regulations.

Compensation Committee. The Compensation Committee is appointed by the Board of Directors to have direct responsibility for approving the compensation of the Chief Executive Officer and certain other officers and the non-management directors of the Company as described in "Compensation“Compensation Committee Report"Report” and the related "Compensation“Compensation Discussion and Analysis” below. At all times during 2019, theThe Compensation Committee had direct responsibility foralso (a) administeringadministers the Company'sCompany’s equity-based compensation plans and (b) reviewingreviews any extraordinary bonus or other compensatory payments to any employee of the Company. For officers and employees reporting to named executive officers, or NEOs, the Compensation Committee has delegated primary responsibility for recommending salary changes to the President and Chief Executive Officer and President.

Compensation Committee Interlocks and Insider Participation.The Compensation Committee consists of Messrs. Beach, Lamb and Kozlov.  None of such persons was an officer or employeeOfficer. All of the Company or anymembers of its subsidiaries during fiscal 2019 or was formerly an officer or employee ofthis committee have been determined by the Company. During fiscal 2019, none of the Company's executive officers served as a director or on the compensation committee of another entity, one of whose executive officers served on the Compensation Committee. During fiscal 2019, none of the Company's executive officers served on the compensation committee of another entity, any one of whose executive officers served on the Company's Board of Directors.Directors to be independent under applicable NASDAQ and SEC rules and regulations, as well as the Director Independence Standards.

Risk Committee. The Risk Committee is appointed by the Board of Directors to assist inoversee the oversight ofCompany’s enterprise risk management framework, including management’s efforts related to risk assessment and risks inherentthe implementation of risk-related policies, programs and practices used in identifying and managing Company risks. The Committee meets at least quarterly with the Company's activities. The committee oversees the activities of theCompany’s Chief Risk Officer and meets with various members of management, as necessary or desirable, in its oversight of risk management. A subset of members of this committee serves as the Bank’s Consent Order Oversight Committee for purposes of confirming compliance with the requirements of consent orders with federal banking authorities.other key control function officers. See “—Board Leadership and Committee Structure and Role in Risk Oversight.”

Nominating and Governance Committee. The Nominating and Governance Committee is appointed by the Board of Directors to (a) assist the Company and the Board of Directors in maintaining an effective and knowledgeable Board of Directors, including assisting the Board of Directors in identifying individuals qualified to become directors and recommending to the Board of Directors the director nominees for the next annual meeting of stockholdersstockholders; (b) review the Board’s committee composition and the directors tomaking membership recommendations as needed; and (c) address other governance-related matters as may be appointed to each committee, and (b) develop and recommend forrequested by the Board of Director's consideration governance guidelines forDirectors. From March 2021 to February 2022 this committee, through a Board-appointed ESG sub-committee, also performed oversight of the Company.Company’s ESG-related practices, including environmental sustainability, human capital management, diversity and inclusion, health and safety issues, corporate social responsibility, and other ESG-related activities. On February 16, 2022, the Board elevated the ESG sub-committee to a standing committee of the Board of Directors. All of the members of this committeethe Nominating and Governance Committee have been determined by the Board of Directors to be independent under applicable NASDAQ and SEC rules and regulations.regulations, as well as the Director Independence Standards.

The Nominating and Governance Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third party search firms and other sources. The Company describes the procedures for nominations by stockholders are described below in "Stockholdera section titled “Stockholder Proposals and Nominations."Nominations”. The Company describes how it addresses such submissions in the “Submission of Director-Nominee Candidate” section of the Corporate Governance Guidelines which may be accessed at https://investors.thebancorp.com/corporate-information/governance-documents/default.aspx. In evaluating candidates, the Nominating and Governance Committee considers the attributes of the candidate (including skills, experience, diversity, age, and legal and regulatory requirements) and the needs of the Board of Directors, and will review all candidates in the same manner, regardless of the source of the recommendation.

The Nominating and Governance Committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a Nominating and Governance Committee-recommended nominee. The Board will consider the overall experience and expertise represented by the Board as well as the qualifications of each candidate. During the evaluation process, the Committee and the Board will take the following standards into account:

The Nominating and Governance Committee seeks to ensure that the membership of the Board of Directors and each committee of the Board of Directors satisfies all relevant NASDAQ rules and applicable laws and regulations and all requirements of the Company'sCompany’s governance documents. The Nominating and Governance Committee seeks to achieve a mixture of skills that are related to the Company'sCompany’s business. The nature of the specific qualifications, qualities or skills that the Nominating and Governance Committee may look for in any particular director nominee depends on the qualifications, qualities and skills of the rest of the directors at the time of any vacancy on the Board of Directors.

ESG Committee. The ESG Committee is appointed by the Board of Directors to support the Company’s ongoing commitment to environmental, social and governance principles related to the Company’s business strategies and commercial activities, including, but not limited to, focusing on issues related to environmental impact, sustainability, corporate social responsibility, human capital management, diversity and inclusion, health and safety, philanthropy, corporate governance, compliance, business ethics, board diversity, reputation and other public policy matters relevant to the Company. The ESG Committee is responsible for (a) overseeing the work of a dedicated management ESG Working Group (comprised of key members of senior management) in the development of the Company’s overall ESG strategy; (b) monitoring management’s efforts to identify and mitigate current and emerging ESG-related risks that may affect the business, operations, performance or public image of the Company; and (c) evaluating the Company’s ESG-related performance.

Executive Committee. The Executive Committee has the delegated authority to act in lieu of the Company'sCompany’s Board of Directors in between meetings of the Board.

Compensation Committee Interlocks and Insider Participation

Messrs. Lamb, Cohn, Eggemeyer and Ms. Tuan were all directors who served as members of the Compensation Committee during 2022. Ms. Tuan served until her resignation from the Board on February 28, 2022. None of them were or are current or former officers or employees of the Company and none had any relationship with the Company requiring disclosure in this Proxy Statement as a related party transaction.

No executive officer of the Company served on the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the Company’s Board of Directors or Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY trANSACTIONSTRANSACTIONS

Under the Code of Business Conduct, the Company has established a procedure regarding the review and approval of transactions that would be required to be reported under Item 404 of Regulation S-K. Under this procedure, the Audit Committee must approve any such transaction and find it to be on terms comparable to those available on an arms' length basis from an unaffiliated third party or find that it otherwise does not create a conflict of interest. If the Audit Committee finds a conflict of interest to exist with respect to a particular transaction, that transaction is prohibited unless a waiver of the Code of Business Conduct is approved by the Audit Committee.

The Bank maintains deposits for various affiliated companies totaling approximately $0 million and $2.6 million as of December 31, 2019 and 2018, respectively.

The Bank has entered into lending transactions in the ordinary course of business with directors, executive officers, principal stockholders and affiliates of such persons. All loans were made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to the lender. At December 31, 2019,2022, these loans were current as to principal and interest payments and did not involve more than normal risk of collectability.collectability or present other unfavorable features. At December 31, 2019 and 2018,2022, loans to these related parties amounted to $2.3 million and $2.0 million, respectively.

The Bank has periodically purchased securities under agreements to resell and engaged in other securities transactions through J.V.B. Financial Group, LLC (JVB), a broker dealer in which the Company’s Chairman is a registered representative and has a minority interest. The Company’s Chairman also serves as the President, a director and the Chief Investment Officer of Cohen & Company Financial Limited (formerly Euro Dekania Management Ltd.), a wholly-owned subsidiary of Cohen & Company Inc. (formerly Institutional Financial Markets Inc.), the parent company of JVB. In 2019, the Company purchased $2.3 million of government guaranteed SBA loans for Community Reinvestment Act purposes from JVB. Prices for the SBA loans are verified to market rates and no separate commissions or fees are paid to that firm. The Company previously purchased securities under agreements to resell through JVB primarily consisting of Government National Mortgage Association certificates which are full faith and credit obligations of the United States government issued at competitive rates. JVB fully complied with the terms of the repurchase agreements. There were no repurchase agreements outstanding at December 31, 2019 and 2018, respectively.$5.5 million.

Mr. Hersh Kozlov, a director of the Company, is a partner at Duane Morris LLP, or Duane Morris, an international law firm. The Company paid Duane Morris LLP $1.1$1.5 million in 2019, $3.0 million in 2018 and $3.5 million in 20172022 for legal services. Duane Morris represented the Company on certain regulatory matters which are now concluded.

PROPOSAL 2. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

Introduction

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"“Dodd-Frank Act”), which was signed into law by President Obama on July 21, 2010, requires public companies to provide their stockholders with a non-binding vote to approve executive compensation at least once every three years, or more frequently, as directed by stockholder vote. The Company is seeking this stockholder advisory vote on its executive compensation in accordance with Section 14A of the Exchange Act and Exchange Act Rule 14a-21(a)applicable SEC rules and pursuant to the stockholder vote of the Company'sCompany’s 2017 annual meeting that required the advisory vote to be on an annual basis.

The Board of Directors Supports a Say-On-Pay Vote and Will Consider the Results Carefully.

At its meeting held in 2019, 70%the Company’s 2022 Annual Meeting, 95% of the votes cast approved the 2018Company’s 2021 executive compensation program. At its meeting held in 2018, 53%the Company’s 2021 Annual Meeting, 92% of the votes cast approved the 2017Company’s 2020 executive compensation program. Notwithstanding that 70% of stockholders approved the program, in 2019, the Compensation Committee acted on stockholder feedbackcompared to increase the approval rate. Specifically, in 2019 the Compensation Committee implemented a restructure96% of the CEO’svotes cast for the Company’s 2019 executive compensation to “pay for performance” and made other changes to address input from stockholders and their advisors. The restructuring ofprogram at the CEO’s compensation and other changes are described in a chart in the Compensation Discussion and Analysis ("CD&A”) below.Company’s 2020 meeting. The Board of Directors values the Company'sCompany’s stockholders' opinions. As it does each year, the Board of Directors intends to evaluate the results of the advisory vote on compensation carefully when making future decisions regarding compensation of the named executive officers.

Compensation of Named Executive Officers

As described in the CD&A below, the Compensation Committee has developed an executive compensation program designed to align the long-term interests of the Company'sCompany’s named executive officers with the long-term interests of its stockholders. The disclosure in the CD&A and the disclosure included in the section entitled "Executive and Director Compensation"“Executive Compensation” below have been provided in response to the requirements of SEC rules and explain the compensation policies under which the Company paid its named executive officers for 2019.in 2022.

Advisory or Non-Binding Effect of Vote

Under the Dodd-Frank Act and the related SEC rules, your vote on this resolution is an advisory or "non-binding"“non-binding” vote. This means that the purpose of the vote is to provide stockholders with a method to give their opinion to the Board of Directors about certain issues, like executive compensation. The Board of Directors is not required by law to take any action in response to the stockholder vote. However, the Board of Directors values the Company'sCompany’s stockholders' opinions, and the Board of Directors intends to evaluate the results of the vote carefully when making future decisions regarding compensation of the named executive officers. The Company believes that providing its stockholders with an advisory vote on its executive compensation program will further enhance communication with stockholders, while also meeting the Company'sCompany’s obligations under the Dodd-Frank Act and applicable SEC's rules. 

Resolution

The Board of Directors recommends that stockholders approve the following resolution:

RESOLVED, that the stockholders approve the compensation program forpaid to named executive officers, as disclosed in the Company's proxy statement dated April 10, 2020.Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

The Board of Directors unanimously recommends a vote "FOR"“FOR” approval of the compensation of executive officers as described in this proxy statement.Proxy Statement.