UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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The Bancorp, Inc.

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The Bancorp, Inc.

409 Silverside Road, Suite 105

Wilmington, DE 19809

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 14, 202025, 2022

To the Stockholders of THE BANCORP, INC.:

Notice is hereby given that the 20202022 annual meeting (the "Meeting"“Annual Meeting”) of stockholders of THE BANCORP, INC., a Delaware corporation (the "Company"“Company”), will be held at 409 Silverside Road, Suite 105, Wilmington, Delaware 19809 on Thursday,Wednesday, May 14, 202025, 2022 at 10:00 A.M., Delaware time, for the following purposes:

Only stockholders of record on the books of the Company at the close of business on March 23, 202028, 2022 will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. A list of stockholders entitled to vote at the Meeting will be available for inspection at the Meeting and at the offices of the Company at 409 Silverside Road Suite 105, Wilmington, Delaware 19809.

STOCKHOLDERS CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO ASSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE ITS USE.

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on May 14, 2020:

The proxy statement and the Company's Annual Report for the year ended December 31, 2019 are availableathttp://investors.thebancorp.com/CustomPage/Index?KeyGenPage=203269

TABLE OF CONTENTS

The Bancorp, Inc.

409 Silverside Road

Wilmington, DE 19809

PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS

Introduction

The 2020 annual meeting (the "Meeting") of stockholders of The Bancorp, Inc. (the "Company") will be held on Thursday, May 14, 2020 at 10:00 A.M., at 409 Silverside Road, Suite 105, Wilmington, Delaware 19809, for the purposes set forth in the accompanying notice. Only stockholders of record at the close of business on March 23, 2020 will be entitled to notice of and to vote at such Meeting.Whilewe intend to hold our annual meeting in person, we are actively monitoring the public health and travel concerns of our stockholders and employees in light of COVID-19 (Coronavirus), as well as the related protocols that federal, state and local governments may impose. As part of our precautions, we are considering the possibility of changingneed to change the location of the annual meetingAnnual Meeting and/or holdinghold a virtual meeting by means of remote communication. We will announce any alternative arrangements for the annual meetingAnnual Meeting as promptly as practicable.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on

May 25, 2022:

The Company’s Notice of Annual Meeting, Proxy Statement, Annual Report for the year ended December 31, 2021 and Proxy Card are availableat

https://investors.thebancorp.com/financial-information/proxy-materials/default.aspx

The Bancorp, Inc.

Proxy Statement

2022 Annual Meeting of Stockholders

Table of Contents

The Bancorp, Inc.

409 Silverside Road, Suite 105

Wilmington, DE 19809

PROXY STATEMENT

2022 ANNUAL MEETING OF STOCKHOLDERS

GENERAL

Introduction

The 2022 annual meeting (the “Annual Meeting”) of stockholders of The Bancorp, Inc. (the “Company”) will be held on Wednesday, May 25, 2022 at 10:00 A.M. at 409 Silverside Road, Suite 105, Wilmington, Delaware 19809 for the purposes set forth in the accompanying notice. Only stockholders of record at the close of business on March 28, 2022 will be entitled to notice of and to vote at the Annual Meeting. While we intend to hold our Annual Meeting in person, we are actively monitoring the public health and travel concerns of our stockholders, directors and employees in light of COVID-19 (Coronavirus), as well as the related protocols that federal, state and local governments may impose. As part of our precautions, we are considering the need to change the location of the Annual Meeting and/or hold a virtual meeting by means of remote communication. We will announce any alternative arrangements for the Annual Meeting as promptly as practicable.

This statement is furnished in connection with the solicitation by the Board of Directors of the Company (the "Board“Board of Directors"Directors”) of proxies from holders of the Company'sCompany’s common stock, par value $1.00 per share (the "Common Shares"“Common Shares”), to be used at the Annual Meeting, and at all adjournments thereof. Proxies in the accompanying form, properlyProperly executed andproxies duly returned to the Company, and not revoked, will be voted at the Annual Meeting and any and all adjournments thereof.

This proxy statementProxy Statement and the accompanying form of proxy will be sent on or about April 10, 202014, 2022 to stockholders of record as of March 23, 2020.28, 2022.

Revocation of Proxy

If a proxy in the accompanying form is executed and returned, it may nevertheless be revoked at any time before its exercise by giving written notice of revocation to the Secretary of the Company at its Wilmington address stated herein, by submitting a later dated proxy or by attending the Annual Meeting and voting in person.

Expenses and Manner of Solicitation

The cost of soliciting proxies will be borne by the Company. Directors, officers and regular employees of the Company may solicit proxies either personally, by letter or by telephone, but will not be specifically compensated for soliciting such proxies. The Company will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of the Common Shares of the Company.Shares.

Annual Report and Report on Form 10-K

The Company'sCompany’s Annual Report to Stockholders, including the financial statements and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2019,2021, is being sent to stockholders of record as of March 23, 2020.28, 2022. Stockholders of record as of March 23, 2020,28, 2022, and beneficial owners of the Company's Common Shares on that date, may obtain from the Company, without charge, a copy of the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20192021 filed with the Securities and Exchange Commission, (the "SEC"“SEC”), by a request therefor in writing. Any such request from a beneficial owner of the Company's Common Shares must set forth a good faith representation that, as of the March 28, 2022 record date for this

solicitation, March 23, 2020, the person making the request was the beneficial owner of the Company's Common Shares. Such written requests should be directed to The Bancorp, Inc., Attention: Paul Frenkiel, Secretary, 409 Silverside Road, Suite 105, Wilmington, Delaware 19809.

Stockholders Sharing an Address

Stockholders sharing an address with another stockholder may receive only one annual reportAnnual Report or one set of proxy materials at that address unless they have provided contrary instructions. Any such stockholder who wishes to receive a separate copy of the annual reportAnnual Report or a separate set of proxy materials now or in the future may write or call the Company to request a separate copy of these materials from the Company at The Bancorp, Inc., Attention: Andres Viroslav, 409 Silverside Road, Suite 105, Wilmington, Delaware 19809, telephone number (215) 861-7990. The Company will promptly deliver a copy of the requested materials.

Similarly, a stockholder sharing an address with another stockholder who has received multiple copies of the Company'sCompany’s proxy materials may use the contact information above to request delivery of a single copy of these materials.

VotingWho May Vote at the Annual Meeting

At the Annual Meeting, only those holders of Common Shares at the close of business on March 23, 2020,28, 2022, the record date, will be entitled to vote. As of the record date, 57,400,55657,150,244 Common Shares were outstanding. Each holder is entitled to one vote per share on each matter of business properly brought before the Annual Meeting. Stockholders do not have cumulative voting rights.

Quorum

The presence at the Annual Meeting in person or by proxy of holders of outstanding Common Shares entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum. The presence of a quorum for any proposal establishes a quorum for all of the proposals, even if holders of outstanding Common Shares entitled to cast a majority of all the votes entitled to be cast at the Meetingstockholders do not vote on all of the proposals.

Effect of Broker Non-Votes

A failure by brokers to vote Common Shares held by them in nominee name will mean that such Common Shares will not be counted for the purposes of establishing a quorum and will not be voted. If a broker does not receive voting instructions from the beneficial owner of Common Shares on a particular matter and indicates on the proxy delivered with respect to such Common Shares that it does not have discretionary authority to vote on that matter which is referred to as a broker "non-vote,"but votes on another “routine” matter, those Common Shares will be considered as present for the purpose of determiningcounted to determine whether a quorum exists but will not be considered cast on any proposal on which they were not voted. Such shares are referred to as “broker non-votes.” Brokers that are member firms of the New York Stock Exchange and who hold Common Shares in street name for customersgenerally only have discretion to vote those shares with respect toon the approval of the selection of the auditor (Proposal 3 below), if you do not provide voting instructions, but do not have discretion to vote those shares with respect to the other proposals.  Should any matters not described above be properly presented at the Meeting, the persons named in the proxy form will vote in accordance with their judgment. The proxy form authorizes these persons, in their discretion, to vote upon such matters as may properly be brought before the Meeting or any adjournment, postponement or continuation thereof.

Required Vote

Proposal 1. The number of votes required in order to be elected as a director is dependent on whether an election is contested or uncontested. The Company'sCompany’s bylaws define an election as "contested"“contested” if the number of nominees exceeds the number of directors to be elected. As no Company stockholders have provided proper notice to the Company of an intention to nominate one or moredirector candidates, to compete with the Board of Directors’ nominees, the director election described in Proposal 1 below is an uncontested election. In order toTo be elected as a director in an uncontested election, as described in Proposal 1 below, each director is elected by a majority of votes cast with respect to such director nominee at the Meeting. A "majority of votes cast" meansmeaning that the number of votes cast "for"“for” a director's election exceeds the number of votes cast "against"“against” that director's election. Votes "cast" includes votes "for" and votes "against", but excludes abstentions with respect to a director's election or with respect toAbstentions will have no effect on the electionoutcome of directors in general. In the case of any contested election, the Company's bylaws provide that directors shall be elected by a plurality of votes cast at a meeting of stockholders duly called and at which a quorum is present.election.

Proposal 2. The affirmative vote of the holders of at least a majority of the votes cast at the Annual Meeting is required to approve the compensation of the Company'sCompany’s named executive officers as described in Proposal 2 below. The vote is advisory, which is a mechanism that allows for stockholders of the Company to tellexpress to the Board of Directors how they feel about certain issues facing the Company, such as executive compensation. The results of an advisory vote are non-binding, which means that the Board of Directors is not required by law to take any specific action in response to the results of the vote. However, the Board of Directors strongly values feedback from the Company'sCompany’s stockholders and will take the results of an advisory vote into account when considering future actions.executive compensation.

Proposal 3. The affirmative vote of at leastthe holders of a majority of the votes cast at the Meeting is required to approve The Bancorp, Inc. 2020 Equity Incentive Plan.

Proposal 4. The affirmative vote of the holders of at least a majority of the votes cast at theAnnual Meeting is required to approve the selection of Grant Thornton LLP, or Grant Thornton, as the Company'sCompany’s independent registered public accounting firm as described in our discussion of Proposal 4 below.

Proposal 5.For any other matter which may properly come beforefirm. Abstentions will have no effect on the Meeting, the affirmative voteoutcome of the holders of at least a majority of the votes cast at the Meeting at which a quorum is present is required, either in person or by proxy, for approval, unless otherwise required by law.proposal.

Any proxy not specifying to the contrary, and not designated as a broker non-vote, will be votedFOR:

Annual Meeting.

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 20212023 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 Chairman64, 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, Mr. McEntee has served in a variety of senior executive roles, including President and ChairmanChief Financial Officer, in the FinTech Acquisition series of Bank’s executive committee. In addition,special purpose acquisition companies (“SPAC”) (FinTech Acquisition Corp. and FinTech Acquisition Corp. II through VI). Currently, Mr. Cohen’s responsibilities includeMcEntee serves as President and Secretary of FinTech Acquisition Corp. V (since June 2019), and FinTech Acquisition Corp. VI (since November 2020). Mr. McEntee 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 53,77, 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 50,52, 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 62, 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. Mrs. Creuzot has served since 2020 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. Since 2013 she has served on the MD Anderson Cancer Center Board of Visitors where she is Vice Chair of the Finance and Capital Planning Committee. Mrs. Creuzot also serves on the board of The Frenchy’s Companies, a family-owned food manufacturing and restaurant organization. She 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. Mrs. Creuzot 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.

John M. Eggemeyer, age 73,75, 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 an 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 Banker honored 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 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 72,74, has been a director of The Bancorp, Inc. and the Bank since 2014. He has also served as a director of vTv Therapeutics, Inc. (Nasdaq: VTVT), a biopharmaceuticals company, since September 2019. He has been a partner at Duane Morris LLP (An(an international law firm) since 2009. 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 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 54,57, 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 77,79, 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 54,56, 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.

Stephanie B. Mudick, age 63,66, 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.years, 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.

Mr. McEntee has extensive experience in corporate law and financial institution management, as well as significant managerial experience in real estate, investments and capital markets operations.

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.

Board Diversity

Our Board believes that diversity, including differences in viewpoints, backgrounds, experiences and other personal characteristics, is an important factor in Board oversight and considers this information when evaluating Board composition. The Board Diversity Matrix below provides information about the diversity of 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, 2020,28, 2022, 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 2019,2021, 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 52,54, 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 67,69, 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 36,38, 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 – 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 – 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 of Business Administration degree in economics and a Master of Business Administration from the University of South Dakota.

Thomas G. Pareigat, age 60,62, 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, respectively. 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. There are four former directors who served on the Board of Directors during 2021 and have retired or resigned from the Board of Directors prior to the date of this Proxy Statement: Walter T. Beach, John C. Chrystal, Daniel G. Cohen and Mei-Mei H. Tuan. The Board of Directors had determined that each of these former directors met the definition of an independent director set forth in the NASDAQ listing standards and the Director Independence Standards for service on the Board of Directors or any Committee of the Board of Directors that they served on at the relevant time, except for Mr. Cohen who was Chairman of the Board and also employed by the Company and did not serve on any committee of the Board of Directors requiring independence.

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 2021, six committees of the Board 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'sComplaint and Error Claim Committee, (the “CECC”), until its risk management processesoversight activity was assumed by the Risk Committee effective April 1, 2021, the Bank Secrecy Act, or BSA Committee, until its risk oversight activity was assumed by the Risk Committee effective April 1, 2021, the Audit 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 and ESG risk. As noted above, with the Risk Oversight Committee to discuss potential risk or control issues involving management. The aforementioned Board committees report regularly toBank’s successful emergence from the terminated 2014 Consent Order and 2015 Consent Order, the Board evaluated the Board’s committee structure related to risk management and determined that it would be consistent with the Board’s commitment to effective risk oversight to consolidate the CECC and the BSA Committee into the oversight duties of Directors, which also considers the Company's entire risk profile, including additional strategic and reputational risks. Risk Committee. The Board has determined to make this consolidation effective as of April 1, 2021.

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 principal executive officer, principal financial officer and principal 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: 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 Meetings

The Board of Directors held a total of 12 meetings during fiscal 2019.2021. During fiscal 20192021 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 20192021 are set forth below. Mr. Kozlowski is not listed because he did not serve on any committee during 2021.

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.other key control function officers. A subset of members of this committee servesserved as members of the Bank’s Consent Order OversightCECC and the BSA Committee, for purposeswhich focused on consumer compliance risks and BSA risks, respectively, until the work of confirming compliance withthose committees was formally undertaken by the requirements of consent orders with federal banking authorities.Risk Committee effective April 1, 2021. See “—Board Leadership and Committee Structure and Role in Risk Oversight.”

Complaint and Error Claim Committee.The Complaint and Error Claim Committee is appointed by the Board of Directors to assist in the oversight of customer complaint resolution including claims of possible errors related to electronic fund transfers or inquiries related to such transfers, and resolutions of related agreed upon improvements required by consent orders with federal banking authorities. 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. Beach, Lamb, Cohn, Eggemeyer and Ms. Tuan were all directors who served as members of the Compensation Committee during 2021. Mr. Eggemeyer served since November 17, 2021. 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, 2019,2021, 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 2018,2021, 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.$5.2 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$1.9 million in 2019, $3.0 million in 2018 and $3.5 million in 20172021 for legal services.

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 2021 Annual Meeting, 92% of the votes cast approved the 2018Company’s 2020 executive compensation program. At its meeting held in 2018, 53%program, compared to 96% of the votes cast approvedfor the 2017Company’s 2019 executive compensation program. Notwithstanding thatprogram at the Company’s 2020 meeting and 70% of stockholders approved the votes cast for the Company’s 2018 executive compensation program inat the Company’s 2019 the Compensation Committee acted on stockholder feedback to increase the approval rate. Specifically, in 2019 the Compensation Committee implemented a restructure of the CEO’s compensation to “pay for performance” and made other changes to address input from stockholders and their advisors. The restructuring of the CEO’s compensation and other changes are described in a chart in the Compensation Discussion and Analysis ("CD&A”) below.Annual 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“Executive and Director Compensation"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 2021.

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 2022 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.

COMPENSATION DISCUSSION AND ANALYSIS

General

The Company is required under SEC disclosure rules to provide information in this Proxy Statement regarding theits compensation program in place for its Chief Executive Officer, Chief Financial Officer and its three other most highly compensated executive officers. The Company must also provide compensation information for up to two additional individuals who would have been included but for the fact that they were not executive officers at the end of the fiscal year. There were no such additional individuals during 2021. This discussion refers to the Company'sCompany’s Chief Executive Officer, Chief Financial Officer and the three other most highly-compensated executive officers and one individual who would have been included but for the fact that he was not an executive officer at the end of the fiscal year as "Named“Named Executive Officers"Officers” or "NEOs."“NEOs.” This discussion should be read in conjunction with the detailed tables and narrative descriptions under "Executive“Executive and Director Compensation."”

The Compensation Committee is responsible for formulating and presenting recommendations to the Board of Directors with respect to the compensation of the Company'sCompany’s NEOs. The Compensation Committee is also responsible for administering the Company'sCompany’s employee benefit plans, including incentive plans. The Compensation Committee is comprised solely of independent directors.

Executive Summary

Pay for Performance and “At-Risk” Compensation

The Compensation Committee has established specific pay for performance requirements which must be achieved beforewith significant “at-risk” compensation components. It emphasizes sustained multi-year performance in determining incentive compensation, which comprises the majority of CEO compensation, is awarded.compensation. In 2019,2021, approximately two-thirds84% of total CEO compensation werewas comprised of incentive compensation for achieving and exceeding these pre-established requirements for a multi-year period. Accordingly, most of the CEO compensation is “at risk” as it is dependent on the achievement of specific shareholderstockholder return, financial performance and other requirements. TheIn addition to achieving specific pay for performance requirements, both the cash bonus and equity awards are forward looking to motivate further progress toward the long-term financial goals have been established in advanceset by the Board of Directors and are publicly availablepublished on the Company’s website. The Company periodically discloses its long-term strategic plans, financial goals and guidance in presentations it publicly furnishes to the SEC and makes available on its website (the most recent being available at https://investors.thebancorp.com/presentations/default.aspx). They include return on assets (“ROA”) and return on equity (“ROE”). As prior period financial performance requirements were achieved, the Company updated its website has been updated forin January 2022 with increased future financial performance requirements, which have been further increased.requirements. The “Balanced“Balanced Score Card: CEO Performance Matrix” below set forth in “Determination of Compensation Amounts” summarizes the requirements for incentive at-risk compensation.compensation for the CEO. In 2019,2021, the at-risk componentcomponents of the CEO’s total compensation was $1,600,000 (67%consisted of cash bonus and equity awards and amounted to $3,851,000, or 84% of total compensation), while basecompensation. Base salary of $755,000$750,000 comprised approximately one-third16% of total compensation, which were both equivalent to 2020 salary and percentage of total compensation. After sustained incremental financial progress in the prior three years, the CEO had received cash bonus and equity awards totaling $3,906,000 in 2020.

Sustained incremental financial progress, from Mr. Kozlowski’s hire date in 2016 has continued and is reflected in income before tax. Excluding the Company’s $65 million gain on sale of the Safe Harbor Individual Retirement Account (“SHIRA”) portfolio in 2018, income before tax increased to $72.5 million in 2019 from $54.8 million in 2018 and $40.4 million in 2017. In 2020, further progress was made toward long term financial goals which were further increased, as income before tax increased to $108.3 million. In 2021, income before tax amounted to $144.2 million. Budgets, with formal quarterly reports of progress toward financial goals, are presented to the full Board of Directors which continuously monitors financial performance, to validate incentive compensation. Budget targets in each year since Mr. Kozlowski was engaged in 2016 have been increased and have been met or exceeded. For 2020, budgeted requirements were 13.5% for ROE and 1.3% for ROA, compared to actuals of 15% and 1.3%, respectively. In 2021, budgeted respective ROE and ROA of 16% and 1.6% compared to actuals of 18% and 1.7%.

The Compensation Committee evaluated our Chief Executive Officer, Damianbelieves that its forward-looking approach of providing cash bonus and equity to motivate future performance has been validated by the above historical results since Mr. Kozlowski’s performance for 2019, 2018 and 2017,tenure began in 2016, as income before tax has increased significantly each year under his first three full years of employment. Mr. Kozlowski was engaged as CEO in June 2016 and charged with engineering a financial turnaround from the losses in that year. In these years the Company has exceeded the required financial targets set byleadership. Additionally, the Compensation Committee and Board of Directors and published onperforms a peer analysis to compare the Bancorp website. In 2019, net income amounted to $60 million excluding civil money penalties related to periods before the CEO was employed. In 2018 and 2017, respectively, net income was $41 million and $22 million, after excluding the sale of the safe harbor IRA portfolio in 2018.Company’s compensation analysis with its peers. The Compensation Committee considered earnings results for a three-year period in concludingbelieves that the turn-around had exceeded expectations. The Compensation Committee monitors financial performance monthly. In addition tocomplexities of the improvementsCompany’s niche lending business and payments businesses are only partially present in income noted above,any single peer. Accordingly, peer comparisons are considered with the other recent financial highlights are as follows:factors discussed throughout this presentation.

NotwithstandingIn summary, notwithstanding that the Company exceedingexceeded all requirements and metrics for the payment of bonus and equity grants, Mr. Kozlowski’s total compensation in 2018 was kept at 2017 levels as the Compensation Committee monitored financial performance sustainability. Cash bonus and equity increases in 2019 and 2020 reflected the sustained multi-year financial improvements in 2017, 2018 and 2019. Financial results in 2020 and 2021 showed further improvements in financial performance as detailed throughout this report. Additionally, to address shareholderstockholder input, his base salary was lowered from $900,000 for 2018 to $755,000 in 2019 from $900,000 for 2018. Additionally,and it was maintained at approximately that lower level in 2020 and 2021. Further, in 2019, 2020 and 2021, the Compensation Committee allocated a significant portion of equity grants to options instead of restricted stock units. The Compensation Committee utilizedsalary reduction and maintenance at that lower level and the allocation of a balanced score card matrixportion of equity grants to assess performanceoptions resulted from stockholder input, as follows:

noted in the chart appearing later in this Proxy Statement under the caption Balanced Score Card:“Stockholder Input and Company Actions”. The financial results described above and the other elements in the CEO Performance Matrix

As a result of a 70% affirmative advisory vote at were significant reasons why the 2019 annual meeting, the Company reached outCompensation Committee decided to its stockholders. The Chief Financial Officer and Chief Executive Officer are the Company’s primary representatives who meet with investors. In 2019, these officers met with stockholders owning more than 50% of the Company’s Common Shares. Related stockholder feedback resulted in structural changes tosubstantially increase the CEO’s total compensation determination. A summary ofthrough increased incentive compensation and equity compensation in the stockholder input and resulting actions are as follows:years from 2019 to 2021.

Compensation Objectives and the Focus of Compensation Awards

The Company'sCompany’s compensation policies are intended to provide appropriate compensation packages to motivate, reward, attract and retain talented and experienced executive officers, and support the management succession plan. The policies are also intended to manage the Company'sCompany’s compensation costs.

The Compensation Committee believes that an appropriate compensation program should draw a balance between providing rewardsmotivation to executive officers while at the same time effectively controlling compensation costs. Executive officers are rewarded in ordercompensated at levels to attract and retain highly qualified individuals and to motivate them to perform in a manner that maximizes corporate performance.

The Company'sCompany’s executive compensation program consists of three elements to rewardcompensate and motivate its executive officers in line with the Compensation Committee's objectives described above:

The criteria for CEO cash bonuses and long-term equity incentives are shown in the “Balanced“Balanced Score Card: CEO Performance”. section. The Compensation Committee has required sustained multi-year improvements in financial performance, consistent with its financial goals, as a determinant for cash bonuses and equity awards. This compensation is forward-looking, as motivation to achieve the long-term financial goals on the Company’s website.

Generally, the Compensation Committee reviews annually the Company'sCompany’s mix of short-term performance incentives versus longer-term incentives. It primarily focuses compensation on base salary and equity incentives with additional consideration for cash bonuses. The Compensation Committee has not established set percentages of short-term versus long-term incentives. Instead, it looks to provide a reasonable balance between those incentives and base salary. The Compensation Committee's policy for allocating between long-term and currently paid compensation is to set base compensation at levels adequate to attract and retain personnel, while providing incentives to maximize long-term value for the Company and its stockholders. As discussed in "Specific“Specific Elements of the Compensation Program,"” below, the Company provides cash compensation in the form of base salary to meet competitive salary norms. The Company also provides non-cash equity compensation to align this form of compensation with shareholderstockholder interests and the Company'sCompany’s long-term strategic goals. Cash bonuses provide a shorter-term incentive which may align with competitive norms, acknowledge and reward specific accomplishmentsmotivate the achievement of individual goals and assist in compensation expense management. Because of performance generally in years prior to 2017, cash bonuses were not previously paid. As a result of either achieving or exceeding pre-established financial goals, including revenue increases and sustainable expense reductions, cash bonuses were subsequently paid to selected named executive officers with theofficers. See rationales and conclusions noted in “Determination“Determination of Compensation Amounts”. In 2019, pretax income was $81 million, excluding civil money penalties related to periods before Mr. Kozlowski was employed. In 2018, pretax income amounted to $55 million, excluding the sale of the safe harbor IRA as shown in the related graph in “Determination of Compensation Amounts” below. In 2017, pretax income was $40 million.

In order to further confirm its objectives, the Compensation Committee also "benchmarks"“benchmarks” the Company'sCompany’s compensation programs to a peer group of banking institutions based upon its review of financial statements and other publicly available data. The level of these institution's total assets and their regional location are factors the Compensation Committee considers in establishing the peer group. In 2019, the Compensation Committee added two peers with certain lines of business similar to that of the Company: GreendotGreen Dot Corporation (prepaid card accounts) and Axos Financial, Inc. (specialized banking products). Additionally, the Compensation Committee’s peer group includes other banks supplied by McLagan, a company which provides salary databases for peer comparisons. This expanded peer group of twenty-six25 banks provides a wider peer group on which to assess the Company’s performance, especially return on assetsROA and equity.ROE. The peer group is also used to compare the CEO’s compensation to peers. Although considerable knowledge about the competitiveness of the Company'sCompany’s compensation programs is gained through the benchmarking process, the Compensation Committee recognizes that each financial institution is unique and that significant differences in executive compensation practices exist. The Compensation Committee also considered the added complexity and earnings stream resulting from the payments businesses unique to Bancorp.the Company. For instance, while GreendotGreen Dot Corporation and Meta Financial Group Inc. also engaged in certain payments businesses, they did not engage in the specialized SBLOC SBA and commercial real estate securitizationSBA businesses. While the Compensation Committee considered CEO salaries in the whole 26

25 bank peer group, it concluded that the following banks withhad the most comparable lines of business and related complexities were more relevant. Accordingly, it consideredand would be the CEO compensation ofmost relevant: Axos Financial, Inc., Green Dot Tri-State,Corporation, Live Oak Bancshares Inc., Meta Financial Group Inc. and Live Oak. For 2018 the CEO compensation for those banks ranged from $1.0 million to $26.9 million, with four banks higher and one bank lower than Bancorp’s 2019 compensation of $2.4 million. The base salaries of CEOs for these banks ranged from $510,000 to $945,000. Bancorp’s CEO had a base salary of $755,000 with three banks higher, one bank lower and one bank approximately equal to that amount. For 2019, the base salary of Bancorp’s CEO was reduced to approximate the peer median. The $755,000 base salary for 2019 represented a 16% decrease from 2018.TriState Holdings Inc. After the additions discussed above, the expanded peer group is comprised of the following banks.

The median asset size of the peer group iswas approximately $6.5$7.7 billion at December 31, 2020 and Bancorp’s asset size at December 31, 20192020 was $5.7$6.3 billion. The range of revenues for the peer group was $150-$170-$380640 million during 2020 and Bancorp’s revenues for 20192020 were $245$279 million.

The Compensation Committee believes that the combination of short and long-term compensation that the Company provides fulfills its objectives of providing a competitive level of compensation and benefits in order to attract and retain key executives. The Compensation Committee also believes that the Company'sCompany’s incentive programs appropriately rewardmotivate performance to achieve sustained profitability and growth to achieve its financial goals while at the same time allowing the Company to maintain controls over its compensation costs.

The CompanyCompensation Committee did not utilizeuse an outside compensation consultant in assessing compensation.executive and director compensation for 2021. However, in November 2021, the Compensation Committee engaged the compensation consulting firm of Pay Governance LLC (“Pay Governance”) to advise it on whether the Company’s peer group used as a basis for comparison of the Company’s compensation needed to be modified to reflect developments in the Company’s business and whether the Company’s director compensation for 2022 should be modified. Pay Governance has not yet completed its analysis and reported back to the Compensation Committee as of the finalization of this Proxy. In engaging Pay Governance, the Compensation Committee determined that Pay Governance was independent in accordance with SEC rules.

Compensation Methodology

The Compensation Committee ordinarily determines compensation amounts for individual NEOs for
12-month periods. The Chief Executive Officer typically provides the Compensation Committee with key elements of both the Company'sCompany’s and the NEOs' (other than the Chief Executive Officer's) performance as well as recommendations to assist it in determining compensation levels. The Compensation Committee determines the amount of equity awards and cash bonuses, if any, at its discretion and reviews the prior year’sCompany’s performance during the firstfourth quarter of each year and at interim periods at its discretion. With the full Board of Directors, the Compensation Committee compares financial performance to the financial goals published on the Company’s website on a quarterly basis.

Specific Elements of the Compensation Program

Below are the specific elements of the Company'sCompany’s compensation program for named executive officers. A chart showing the percentage of each component to the total of salary, cash bonus and equity in 2021 is as follows:

Note: Hugh McFaddenfollows. The total column in the table directly below includes the dollar amount of salary, which is not included above as he retired effective December 31, 2019.shown in the second table below.

Base Salary.Salary. The Company believes that it is important to maintain a competitive salary structure to retain its existing qualified executive officers and awhich includes base pay structure consistent with similarly situated executives at similarly sized banking institutions. The Company believes that a key objective of its salary structure is to maintain reasonable "fixed"“fixed” compensation costs by targeting base salaries at a competitive average, considering the Company'sCompany’s and the individual's performance. Messieurs Frenkiel, ConnollyBase salaries are paid to executive officers on a bi-weekly basis and Pareigat did not receive increases to their base salaryare generally reviewed annually by the Compensation Committee as described in either 2018 or 2017. For 2019, the base salary of each of those officers was increased in consideration of peer data for their positions. The peer data utilized was provided by McLagan, a company which provides salary databases for peer comparisons. The data consisted of regional and community banks for Messieurs Frenkiel, Pareigat and Garry, and regional and national banks for Mr. Connolly. Mr. Garry received increases to base salary in both 2019 and 2018. Those increases reflected Mr. Garry’s promotions from Chief Audit Officer, to Deputy Operations Officer and then to Chief Operating Officer in that three-year period and reflected the aforementioned peer comparisons. “Compensation Methodology,” above. Base pay change, if any, is normally determined after considering:

The CEO’s base salary was lowered from $900,000 in 2018 to $755,000 in 2019 reflecting an adjustment based on the median of the Compensation Committee’s peer group.group and stockholder input. It was further lowered to $750,000 in 2020 and maintained at that level in 2021. For 2021, the base salary of Messrs. Frenkiel, Garry and Pareigat were maintained at the prior year levels based upon a review of peer data. Mr. Connolly received a 14% increase based upon peer data. The peer data utilized was provided by McLagan, a company which provides salary databases for peer comparisons. The data was drawn from regional and community banks. A chart showing the changes in base salary in 20192021 compared to 2018 with footnotes2020 detailing the ranges in the peer data utilized is as follows.

Base salaries are paid to executive officers on a bi-weekly basis and are generally reviewed annually by the Compensation Committee as described in "Compensation Methodology," above. Base pay change, if any, is normally determined after considering:

Cash Bonus. The Compensation Committee evaluated the CEO for 2017, 2018 and 2019, his first three full years of employment. Notwithstanding the Company exceeding all requirements and metrics for the payment ofIn evaluating providing a cash bonus and equity grants, Mr. Kozlowski’s total compensation in 2018 was kept at 2017 levels asto an NEO, the Compensation Committee monitored financial performance sustainability. Additionally, to address shareholder input, his base salary was lowered to $755,000 from $900,000 effective January 1, 2019, and the Compensation Committee in 2019 did, and in the future will, allocate a significant portion of any equity grants to options instead of restricted stock units. Thus, a greater proportion of Mr. Kozlowski’s total compensation will be performance-based compensation, which may include a cash bonus.

The Compensation Committee particularlyprimarily focuses on the contributionsustained contributions made to the Company by the NEO under consideration. The Chief Executive Officer makes recommendations to the Compensation Committee with respect to annual bonuses for the other named executive officers, based on their respective sustained contributions to the performance of the areas for which they are responsible. Because of improved financial performance, in 2019, 2018 and 2017, cash bonuses werehave been awarded since 2017. While the Compensation Committee examines pre-established requirements in those years. determining whether to pay a cash bonus to any NEO and the amount of such bonus, the Compensation Committee has determined it is in the Company’s best interest to retain full discretion with respect to these cash bonuses to retain flexibility as opposed to requiring set payments for various levels of satisfying these requirements.

The primary factor in the CEO cash bonus awards in 2019award was achieving or exceeding pre-established requirements on a sustained basis as detailed in the “Balanced“Balanced Score Card: CEO Performance Matrix”Matrix” under “Determination of Compensation Amounts”. In 2019 eachSustained multi-year financial performance and achievement of pre-determined financial performance goals are central to compensation decisions. Each of the pre-established criteria as shown in that matrix was determined to have been exceeded. The Compensation Committee also considered the cash bonus as a percentage of base salary. For the Chief Executive Officer, the 20192021 cash bonus of $675,000 (comparedwas $2,250,000 compared to $300,000$1,650,000 in 2018 and $300,000 in 2017)2020. Cash bonus represented approximately 89% of3x base salary in 2021, compared to 33%2.2x in the prior year. The increaseincreases reflected the improved financial performance of the Company and the reduction in base salary, such that incentive compensation reflectedwhich had been sustained for a larger proportion of total compensation.multi-year period. Please see the section titled “Determination of Compensation Amounts” and the chart entitled “Balanced“Balanced Score Card: CEO Performance Matrix” in for the “Determination of Compensation Amounts” for theperformance metrics for a cash bonus for the CEO. Please see the chart and footnotes under “Determination of Compensation Amounts- “Other NEOs”“Other NEO Compensation”, which summarize the metrics and other factors for a cash bonus for the other NEOs. For the Chief Financial Officer, Paul Frenkiel, the cash bonus of $125,000 (compared to $100,000 in 2018 and $0 in 2017) was 32% of his base salary. Mr. Frenkiel’s responsibilities include all financial functions of the Company, including supporting each line of business in managing their financial operations. Mr. Frenkiel is responsible for managing the balance sheet to achieve or exceed the 8.50% tier one capital ratio. At December 31, 2019 the tier one ratio was 9.6%, after having been sustained above 9%. Mr. Frenkiel is also responsible for the investment portfolio which has ranked in the upper quartile of peers. The upper quartile peer ranking requirement was based on the yields reported in the Uniform Bank Performance Report for FDIC insured banks. For the Head of Credit Markets, Mr. Connolly, the cash bonus of $300,000 (compared to $225,000 in 2018 and $100,000 in 2017) was 86% of his base salary. Mr. Connolly oversees all lending operations and is also responsible for the disposition of the balance of discontinued operations to maximize shareholder value. Under Mr. Connolly’s leadership, loan revenues have continued their consistent increases and amounted to $127 million in 2019 compared to $95 million in 2018 and $79 million in 2017. These higher revenues reflected 22% and 30% respective growth in 2019 year-end loan balances for SBA and SBLOC with a 9% increase in year over year lease balances, after a 17% increase in yearend 2018 SBA balances. Additionally, Mr. Connolly exceeded his targeted 25% year over year reduction in discontinued assets, which were reduced 29% to $140.7 million at year end 2019, and 35% to $197.8 million at year end 2018 from $304.3 million at year end 2017.  For the Chief Operating Officer, Gregor Garry, the cash bonus of $100,000 (compared to $50,000 in 2018 and $37,500 in 2017) was 31% of his base salary. Mr. Garry is responsible for Operations, Financial Crimes Risk Management, Enterprise Risk Management, and Consumer Compliance.

Mr. Garry also served as the Chief Risk Officer for most of 2019. In addition to supporting cost reductions related to operations, Mr. Garry continued the build out of an infrastructure which managed all outstanding regulatory issues and made additional personnel changes necessary to accelerate related progress. He also played a role in the maturation of the financial crimes Center of Excellence. Additionally, Mr. Garry assisted in the implementation of milestones in an Integrated Compliance Plan which addressed root causes for regulatory issues. This performance was acknowledged by the Compensation Committee even though Mr. Garry’s contributions were not immediately reflected in financial results. For the General Counsel, Thomas Pareigat, the cash bonus of $150,000 (compared to $100,000 in 2018 and $50,000 in 2017) represented 38% of base salary. Mr. Pareigat’s primary responsibilities include oversight, management and resolution of all legal matters affecting the Company. Mr. Pareigat reports on legal matters to the Board of Directors at its monthly meetings. The Board of Directors includes several attorneys who can assess Mr. Pareigat’s performance. Mr. Pareigat also manages a legal staff which is charged with minimizing external legal costs. Mr. Pareigat’s performance was determined to exceed expectations in these areas.

Long-Term Equity Incentive Compensation. Long-term equity incentives arein 2021 were provided to named executive officersNamed Executive Officers through the Company’s 20182020 Equity Incentive Plan (“2018(the “2020 Plan”). The 20182020 Plan permits the grant of stock options, restricted stock awards, stock appreciation rights and phantom units. Stock options are granted to named executive officersNEOs at exercise prices equal to the then current market price of the Company's Common Shares. Awards under the 20182020 Plan are granted based on the Company'sCompany’s financial performance and each executive's contribution to such performance. Overall, the objective of long-term equity incentive compensation awards is to tie the interests of named executive officers directly to increases in stockholder value. The criteria utilized for each NEO is that which is used for cash bonuses as discussed directly above under “Cash Bonus” and presented in a chart under “Other NEOs”NEO Compensation”. In 2019,2021, to balance the short-term incentive of cash bonus, equity grants were madegranted equal in value to 30% of the same dollar amounts as thetotal of cash bonuses. Thesebonus and equity awards for 2019 consist of restricted stock units which vest over three years.all NEOs except Mr. Kozlowski whose percentage was 25%. Additionally, Mr. Kozlowski received $250,000 of100,000 stock options, as pricedwhich were valued on the day of grant under the black- scholes method.Black-Scholes method at $8.51 each. A significant amount of equity compensation for Mr. Kozlowski has been awarded in the form of stock options, such that he benefits only to the extent of further increases in share price. In 2020 a greater proportion of his total compensation was awarded as stock compensation to increase equity ownership to better align with shareholders. Upon the accumulation of a significant equity position, the proportion of cash bonus was increased in 2021 compensation.

Compensation Risk Analysis

As a financial holding company regulated by the Federal Reserve Bank, which has a subsidiary bank regulated by the FDIC and the State of Delaware, the Company adheres to defined risk guidelines, practices and controls to ensure the safety and soundness of the institution. The Company'sCompany’s management and Board of Directors conduct regular reviews of its business to ensure that it is operating within appropriate regulatory guidelines and with appropriate practices, supplemented by its internal audit function.

During 2019,On an annual basis, the Compensation Committee reviewedreviews the Company'sCompany’s compensation practices to determine that (1) base salaries are appropriately competitive in light of overall compensation; (2) the Company'sCompany’s use of equity grants provides appropriate long term incentives; (3) the Company offered an appropriate mix of cash and equity compensation to facilitate the alignment of the interests of the Company'sCompany’s senior executives with those of the Company and its stockholders; and (4) cash bonuses are balanced with other compensation to incent financial performance and safety and soundness while managing compensation expense. In light of regulatory releases, the ultimate goal of the review wasis to assess the design, governance, policies and procedures of the Company'sCompany’s compensation structure to ensure that, as designed and executed, it does not motivate excessive risk-taking that could adversely impact the long-term value of the Company.

After conducting the review, the Compensation Committee concluded that the Company'sCompany’s incentive programs do not motivate or encourage unnecessary or excessive risk taking.risk-taking. This conclusion reflected a review of the Company'sCompany’s structure to determine that credit and other new business approvals are independent of new business efforts. Other factors, such as fostering an appropriate risk management culture, were also considered. The Company will continue to review and monitor its compensation programs to ensure that they continue to not motivate excessive risk takingrisk-taking that could adversely impact the long-term value of the Company.

Tax and Accounting Considerations

The Company claims tax deductions in connection with stock awards under its equity compensation plans in an amount equal to the ordinary income reported to the I.R.S. for the recipient. The amount reported as ordinary income to the recipient, and deducted by the Company, is based on the stock price at the date stock options are exercised or restricted stock vests, subject to a $1 million limit for each named executive officer. While the Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key employees.

The compensation that we pay to our executive officers is expensed in our financial statements as required by U.S. generally accepted accounting principles. As one of many factors, the Compensation Committee considers the financial statement impact in determining the amount of, and allocation among the elements of, compensation. Stock-based compensation is accounted for as required under Financial Accounting Standards Board Accounting Standards Codification Topic 718. Timing of equity compensation is at the discretion of the Compensation Committee.

Determination of Compensation Amounts

CEO Compensation Determination Factors

Pay for Performance and “At-Risk” Compensation

Compensation. The Compensation Committee has established specific pay for performance requirements which must be achieved before incentive compensation, which comprises the majority of CEO compensation, is awarded. In 2019,2021, approximately two-thirds84% of total CEO compensation werewas comprised of incentive compensation for achieving and exceeding these pre-established requirementsrequirements. Accordingly, most of the CEO compensation is “at risk” as it is dependent on the achievement of specific shareholderstockholder return, financial performance and other requirements. The financial goals have been established in advance and are publicly available onas part of the Company’s website.budgeting process. As prior period financial performance requirements were achieved, the website has been updated for future financial performance requirements, which have been further increased. The “Balanced“Balanced Score Card: CEO Performance Matrix” below summarizes the requirements for incentive at-risk compensation.

Forward-Looking. In 2019,addition to achieving specific pay for performance requirements and sustained financial performance, both the at-risk componentcash bonus and equity awards are forward looking to motivate further progress toward the long-term financial goals set by the Board of Directors and published on the Company’s website. As part of the CEO’s totalevaluation process, sustained multi-year financial progress toward those long-term goals is emphasized. In 2021, $2,250,000 for cash bonus and $1,601,000 for equity compensation were awarded, which reflected multi-year sustained financial improvements in 2020, 2019 and 2018. Excluding the Company’s $65 million gain on sale of the Safe Harbor Individual Retirement Account (SHIRA) portfolio in 2018, income before tax increased to $72.5 million in 2019 from $54.8 million in 2018 and $40.4 million in 2017. In 2020, further progress was $1,610,000 (67%made toward long term financial goals which were further increased, as income before tax increased to $108.3 million. In 2021, income before tax amounted to $144.2 million. Budgets, with formal quarterly reports of total compensation)progress toward financial goals, are presented to the full Board of Directors reflecting a continuous monitoring of financial performance, to validate incentive compensation. Budget targets in each year since Mr. Kozlowski was engaged have been met or exceeded. For 2020, budgeted requirements were 13.5% for ROE and 1.3% for ROA, compared to actuals of 15% and 1.3%, while base salaryrespectively. In 2021, budgeted respective ROE and ROA of $755,000 comprised approximately one-third16% and 1.6% compared to actuals of total compensation.

CEO Compensation Determination Factors18% and 1.7%.

The Compensation Committee evaluated the performancebelieves that its forward-looking approach of our Chief Executive Officer, Damian Kozlowski, for 2017, 2018 and 2019, his first three full years of employment since his hire in 2016. Notwithstanding the Company exceeding all requirements and metrics for the payment ofproviding cash bonus and equity grants,to motivate future performance, has been validated by the above historical results since Mr. Kozlowski’s total compensation in 2018 was kept at 2017 levels as2016 tenure began. Additionally, the Compensation Committee monitored financial performance sustainability. Additionally,performs a peer analysis to address shareholder input, his base salary was lowered to $755,000 from $900,000 effective January 1, 2019, andcompare the Company’s compensation analysis with its peers. The Compensation Committee determinedbelieves that the complexities of the Company’s niche lending businesses and payments businesses are only partially present in any single peer. Accordingly, peer comparisons are considered with the other factors noted above and in the “Balanced Scorecard: CEO Performance Matrix” below.

Financial Performance. The Compensation Committee monitors financial performance. In addition to allocate a significant portion of any future equity grants to options instead of restricted stock units beginningthe improvements in 2019.income noted above, other recent financial highlights are as follows:

Metrics and other criteria. An analysis of the metrics and other criteria for the payment of CEO compensation is as follows.

Balanced Score Card: CEO Performance Matrix

categories increased by 8%, and in 2019 balances increased by 30%. B. Expand commercial real estate securitizations: Commercial real estate securitizations were expanded with greater than projected results. The total of loans securitized increased from $459 million in 2017 to $638 million in 2018 and $1.2 billion in 2019, or respective year over year increases of 39% and 94%. C. Institutionalize the innovation process: The innovation process was institutionalized, by creating a formal application and submission protocol, vetting process and formal award and recognition process.

As a result of a 70% affirmative advisory vote at the 2019 annual meeting, the

Stockholder Input and Company reached out to itsActions

The Company’s management meets with stockholders to obtain feedback on company performance and any other matters of interest to stockholders. The Chief Financial Officer and Chief Executive Officer are the Company’s primary representatives who meet with investors. Mr. Frenkiel addressed executive compensation with stockholders. In 2019,2021, these officers met with stockholders owning more than 50% of the Company’s Common Shares.Shares as they had in previous years. Related stockholder feedback from prior meetings had resulted in structural changes to the CEO’s compensation determination.determination and other changes which were sustained. A summary of the stockholder input and resulting actions are as follows:

Other Considerations Impacting CEO Compensation

Mr. Kozlowski was named the Company’s CEO in June 2016, a year in which the Company had significant regulatory requirements outstanding, and in which it incurred losses. He was engaged because of his proven experience in:

The Compensation Committee evaluated the Company’s performance in each of the areas above as follows:

Mr. Kozlowskifinancial turnaround, improving compliance with regulatory requirements, and reducing financial and regulatory risk, while sustaining financial performance. He was engaged as CEO in June 2016 and charged with engineering a financial turnaround from the losses in that year.previously incurred. The Company has since exceeded the required financial targets set by the Board of Directors and publishedwhich were based upon the budget. Excluding the $65 million gain on the Bancorp website. In 2019, net income amounted to $60 million excluding civil money penalties related to periods before he was employed. In 2018 and 2017, respectively, net income was $41 million and $22 million, after excluding the sale of the safe harbor IRA portfolio in 2018.2018, income before tax increased to $72.5 million in 2019 from $54.8 million in 2018 and $40.4 million in 2017. In 2020, further progress was made toward long term financial goals which were further increased, as income before tax increased to $108.3 million. In 2021, income before tax amounted to $144.2 million. The Compensation Committee considered earnings results for a three-yearthe above multi-year period in concluding that the turn-around had exceeded expectations.

The Board of Directors including the Compensation Committee has monitored the implementation of a unique software system for BSA, as well as other infrastructure improvements. These include the creationmaturation of a Center of Excellence for BSA and related regulatory requirements. The system and infrastructure have been largely implemented and enhancements continue to be made. Virtually all the items in the regulatory “encyclopedia”, a compendium of all outstanding regulatory findings or recommendations,Based on its monitoring, these improvements were concluded to have been validated.

During Mr. Kozlowski’s 3.5-year tenure, the Company has sold or otherwise disposed of the majority of its higher risk discontinued assets and related investment in unconsolidated entity.sustained. Additionally, higher risk lines of business such as European operations were sold, while lower charge-off lending lines have grown significantly, with total loans outstandingincluding loans at fair value increasing 21%49% at yearend 2019year-end 2020 over the prior year end with a comparable 8% increaseend. In 2021, loan growth continued, and total loans including loans at yearend 2018.

fair value were 14% higher than the prior year-end. In addition to the key areas set forth above, under the oversight of the CEO, new sources of revenue, including the rapid funds product,registered investment advisor financing program were initiated, an innovation frameworkoperational capabilities were improved to accommodate growth, new payments capabilities were added, and process was created, operating platformsenhanced marketing plans were reengineered, including a securities-backed lineimplemented for specific lines of credit platform to facilitate scalability, and corporate culture was enhanced to include a formal diversity and inclusion program.business.

A graphic representation of income before taxes, in thousands, shows the improvement in income from 2016. The three full years2016, with data points noted in which Mr. Kozlowski has served as CEO show dramatic improvements. Excluding the gain on sale of the safe harbor in 2018, income before tax increased to $72.5 million in 2019 from $54.8 million in 2018 and $40.4 million in 2017.preceding paragraph.

CEO Compensation

The following factors impact the Compensation Committee’s determination of the amounts of cash bonus and equity awards for pay for performance:performance for the CEO:

In determining the Chief Executive Officer’s compensation, the Compensation Committee established specific,
pre-set financial goals. See “Balanced Score Card: CEO Performance Matrix” above. For transparency, these goals were posted on the Company’s website. These goals were achieved sooner than expected and thelong-term goals for 2019 were increased and updated on the Company’s website. Achievingwebsite in January 2022. Mr. Kozlowski has maintained a consistent record of achieving and exceeding these goals validated maintenance of base salary for 2018 atsince he joined the original level necessary to retain the services of the current CEO.Company in June 2016. After sustained financial improvement, and exceeding pre-set financial and other targets, cash bonus and equity compensation were increased in 2019. Base salary was decreased in that year,2020, when total compensation amounted to emphasize “pay for performance”.$4,665,714. In 2021 total compensation amounted to $4,610,714.

The Compensation Committee refined its peer group in 2019 as detailed under “Compensation Objectives and the Focus of Compensation Awards”. While it did review the results to consist of comparisons with25 banks including its prior smallermost comparable peer group the Compensation Committee now utilizes only one peer group, comprisedconsisting of twenty-six banks. The Company’s 2.07%Axos, Green Dot, Tri-State, Meta and Live Oak. Peer averages for ROA, ROE, net interest margin and stockholder return on assets was significantly more than that peer group which averaged in the 1.2% range, which was also the approximate median. The Company’s 24.26% return on equity also significantly exceeded peer averages in the 11% range, which was also the approximate median. Both the return on assets and return on equity were in the top quartile of these peer groups. The Company’s progress toward ultimately achieving 2018 performance in the top quartile of peers validated maintenance of CEO base salary for 2018 at the original level necessary to engage the CEO in 2016. It also validated the 2018 cash and restricted stock equity awards at the levels necessary to retain the CEO’s service. The sustained multiyear improvements in financial performance validated the 2019 increases in cash bonus and equity compensation. As noted previously, base salary was nonetheless reduced to the approximate median of the Compensation Committee’s peer group effective January 2, 2019, to increase the pay for performance element of compensation.exceeded.

The compensation committee considered the CEO compensation of Axos, Green Dot, Tri-State, Meta and Live Oak, the group it considered Bancorp’s most comparable peers. The CEO compensation for those banks ranged from $511,000 to $6.1 million for 2019. In 2020, the total compensation for those peers ranged from $821,000 to $4.9 million, with one peer at $15.8 million. In 2020, Mr. Kozlowski’s total compensation was $1.5$4.7 million, in both 2017 and 2018. In 2018, the Compensation Committee considered the following: a. that pre-established financial goals were exceeded ahead of schedule b. financial performance was in the upper quartile of peers, and c. the other pre-established goals set by the Board of Directors had been satisfied. Nonetheless, total compensation in 2018which was maintained at the sameapproximately that level as 2017. For 2017 and 2018, the CEO’s total compensation was below the 2017 total compensation (the most recent year available)in 2021. As a result of the Compensation Committee’s 26 banksteady increases in income before taxes, increases in ROA and ROE and stock performance, the committee concluded that Mr. Kozlowski’s compensation should be toward the higher end of the peer group. Mr. Kozlowski’s total compensation for 2018 of $1.5 million, compared to 2017 median compensation of $2.0 million for the 26-bank peer group. As discussed above in item 2, Performance versus Peers, Mr. Kozlowski’s performance in the top quartile and his total compensation below the median supported the relatively high base salary in 2018 and equity grants as restricted stock in 2018. However, since the Compensation Committee decided that the initial turn-around period since Mr. Kozlowski’s June 2016 hire date concluded in 2018, 2019 base salary was reduced. After monitoring the sustained financial performance of the Company and the exceeding of financial and non-financial metrics, the Compensation Committee increased cash bonus and equity awards in 2019.

In addition to pre-established financial requirements and publicly disclosed financial parameters on the Company’s website and financialrelated performance comparisons with peer groups, the Board of Directors pre-established other goals in the form of a strategic agenda. The strategic agenda included specific strategic objectives which are required to be met. Those objectives and related performance are as follows. (i) Enhance the commercial lending platform: Operational capabilities were improved to accommodate growth. (ii) Establish the registered investment advisor financing program: The program was comprised ofestablished and went live by year-end 2020. (iii) Build new payments capabilities: New products were added to broaden client offerings. (iv) Elevate the following: institutionalize the innovation process, capture securities backedBancorp Brand: Enhanced marketing plans were implemented for specific lines of credit and insurance backed lines of credit market share with a newly automated origination application, build out rapid funds transfer capability, improve data analysis, expand commercial real estate securitization, improve leasing platform, mature financial crimes center of excellence and create core value statement and strengthen the Bancorp community. The Board of Directors and Compensation Committee were advised of progress on these goals and determined that results exceeded these targets. The Compensation Committee reviewed each of these goals and determined that they had been either fully implemented or significant progress had been made to satisfy the Compensation Committee as outlined above. Especially important to the Compensation Committee was the progress made on regulatory issues.business.

The Compensation Committee viewed the Board of Director’s financial and other publicly disclosed goals in tandem with the institution’s risk profile. For financial performance especially, levels of risk required ongoing consideration so as not to incentivize excessive risk taking. Accordingly, specific percentages of additional compensation were not assigned to specific measures of performance. Instead, risk would be considered as part of a balanced scorecard approach. Upon its review, the Compensation Committee determined that risk had been reduced, while financial performance had been significantly improved. Significant reductions in higher risk discontinued operations loans had been exceeded by growth in lower credit loss lines of business such as securities-backed lines of credit. The sale of the IRA portfolio concluded the sale of niche deposit lines of business which had unique risk elements. A significant component of the improvement in financial performance resulted from expense reductionsmanagement which also had been demonstrated not to result in additional risk. Accordingly, risk had been reduced, while financial performance had been significantly improved.improved over a sustained period.

All five factors above supported increased 2019 compensation levels. All the pre-established financial goals were either achieved or significantly exceeded while risk was decreased. Performance of return on assets and return on equity versus peers placed the Company in the upper quartile of its 26-bank peer group. while total CEO compensation in 2019 was less than peer medians. Pre-established strategic, non-quantifiable goals, which would impact financial performance in the future were all either met or showed expected progress. The Compensation Committee received frequent updates from Board subcommittees and other reporting to monitor the regulatory related and other goals to reach this conclusion.

Other NEOsNEO Compensation

A chart of NEO compensation is as follows: The footnotes to the chart list the pre-establishedperformance requirements which must be sustained for cash bonus and equity grants. The 2019 equity grants consisted of restricted stock units vesting over three years. Additionally, Mr. Kozlowski received $250,000 of stock options vesting over four years.

In addition to supporting cost reductions related to operations, Mr. Garry continued the build out of an infrastructure which managed all outstanding regulatory issues and made additional personnel changes necessary to accelerate related progress. He also played a role in the maturation of the financial crimes Center of Excellence. This performance was acknowledged by the Compensation Committee even though Mr. Garry’s contributions were not immediately reflected in financial results. Additionally, Mr. Garry also assisted in the implementation of milestones in an Integrated Compliance Plan which addressed root causes for regulatory issues.

Impact of Share Repurchases on Compensation

In 2021, the resolutionCompany began repurchasing shares for a total of those issues. He also oversaw the implementation$40.0 million of milestones in an Integrated Compliance Plansuch purchases, which addressed root causesamounted to less than 40% of net income for regulatory issues. Additionally, Mr. McFadden played an executive role in the formationthat year. Such repurchases reduce equity, which increases ROE, which is one of the financial crimes Centerelements of Excellencethe “Balanced Scorecard: CEO Performance Matrix”. However, the percentage of earnings returned to stockholders by such repurchases reflects the maintenance of equity levels necessary to retain well-capitalized capital ratios, which was initiated and matured during his tenure. The above represented Mr. McFadden’s requirements for bonus and equity compensation, whichcontinue to be exceeded. Accordingly, the Compensation Committee did not have immediate financial impact but were crucialsignificantly weight share repurchases in satisfying regulatory requirements.its compensation determinations.

Director Compensation

The Compensation Committee also oversees an annual compensation evaluation of the Board of Directors. A surveyThe Company’s peer group of twenty-fourtwenty-five institutions was performedevaluated to confirm that Board of Director compensation fell within appropriate peer ranges based on that survey.ranges. The Compensation Committee granted equity with a market value at date of grant of approximately $73,800$90,000 to independent directors in 2019,2021, to align their interests with other stockholders. The $73,800$90,000 was added to cash compensation and that total was compared to the survey of other institutions. Independent Directors also received an annual fee of $75,000 and are paid separately for committee meetings. The annual fee and per meeting fees were not increased in 2019 compared to 2018. See “Director“Director Compensation Table.”

Compensation Recoupment Policy

The Compensation Committee reiterated its previously approvedpreviously-approved compensation recoupment policy on December 2, 2021 as follows:

Compensation Recoupment Policy

The compensation recoupment policy applies if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the federal securities laws. In the event of such a restatement, the Compensation Committee will determine, in its discretion, whether (1)(i) NEOs, regardless of whether they were directly responsible for the restatement, or (2)(ii) all other recipients of cash-based or equity-based incentive compensation who were directly responsible for the restatement, have received any cash-based or
equity-based incentive compensation that they would not have been entitled to receive under the restated results. In the event of any future financial restatements, the Audit Committee will evaluate the facts and formally consider whether any compensation recoupment (clawback)(claw back) from any Company officer is warranted.

The Compensation Committee then will take such actions as it deems necessary or appropriate, depending on all the facts and circumstances as determined during its review, including (i) the recoupment of all or part of any such excess compensation, (ii) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (iii) the pursuit of other available remedies.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis above and has discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statementProxy Statement and incorporated by reference in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2019.2021. 

Walter T. Beach, Chairman

Hersh Kozlov

William H. Lamb, Chairman

Matthew N. Cohn

John M. Eggemeyer

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table provides information concerning total compensation earned or paid to the NEOs for the years ended December 31, 2019, 20182021, 2020 and 2017.2019.

RatioGrants of Chief Executive Officer PayPlan-Based Awards-2021

The following table provides information concerning each grant of an award made to Median Payan NEO during 2021 under any plan of the Company. In the following table, the values of stock awards were determined by multiplying the grant date closing price of the stock by the number of shares granted. The values of stock options granted were determined in accordance with FASB ASC Topic 718. The assumptions utilized in determining the fair value of stock options are described in footnote M to the annual financial statements. The stock options vest over a period of four years from grant date, with one fourth vesting on each grant anniversary date. The stock awards vest over a period of three years from grant date with one third vesting on each grant anniversary date.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

For a discussion of the material factors necessary to an understanding of the information disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table, see the disclosure above in “Compensation Discussion and Analysis” under the captions: “Compensation Objectives and the Focus of Compensation Awards,” “Compensation Methodology,” “Specific Elements of the Compensation Program“ (including the disclosure of the amount of salary and bonus in proportion to total compensation) and “Determination of Compensation Amount.” During 2021, none of the Company’s outstanding options or other equity-based awards were repriced or otherwise materially modified. Recipients of stock options or restricted stock units are not entitled to any common stock dividends paid until after options are exercised or restricted stock units vest. Such dividends would not be preferential as to other common stockholders.

Ratio of Chief Executive Officer Pay to Median Pay

For 2019,2021, the median of the annual total compensation of all employees of the Company, other than the Chief Executive Officer (CEO), was $78,832,$84,226, and the total compensation of the CEO was $2,365,476,$4,610,714, as reported in the Summary Compensation Table above. Based on this information, for 2019,2021, the CEO’s annual total compensation was 3055 times that of the median of the annual total compensation of all employees.

To identify the median of the annual total compensation of all of the Company’s employees, as well as to determine the annual total compensation of the median employee and the CEO, the Company took the following steps:

Equity Compensation Plan Information

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information on the current holdings by the Company's NEOs of stock options and stock awards that have not vested.

Option Exercises and Stock Vested

The following table provides information for the Company's NEOs regarding stock vested and options exercised in 2019. *

* No options were exercised in 2019.

Director Compensation Table

The following table provides information concerning the compensation of the Company's non-employee directors for fiscal 2019. Directors who are employees or officers of the Company receive no compensation for their services as members of the Board of Directors or any committees. Each non-employee director receives annual cash compensation of $75,000, paid quarterly. In addition, each non-employee director receives $500 for each meeting of a committee of the Board of Directors he or she attends; the Chairman of the Audit Committee and the Chairman of the Risk Oversight Committee receives $1,500 for each committee meeting attended; and the chairmen of the other committees receive $1,000 for each committee meeting attended. The independent lead director, Michael J. Bradley, receives additional annual cash compensation of $20,000 per annum. As independent lead director, Mr. Bradley serves on the executive, audit, risk and compensation committees, which allows him to provide independent leadership. The Compensation Committee granted equity with a market value at date of grant of $73,800 to independent directors who served for the majority of the year in 2019, to align their interests with other stockholders. The annual cash compensation of $75,000 and individual meeting fees were not increased in 2019 compared to the prior year.

$18 million in 2017. Additionally, the Company earns interest income on these loans between origination and sale.

AUDIT COMMITTEE REPORT

In connection with the preparation and filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Annual Report on Form 10-K"):

The Audit Committee of the Board of Directors of the Company has provided this report. This report shall not be deemed to be filed under, nor shall it be deemed to be incorporated by reference by any general statement incorporating this Proxy Statement into any filing under the Securities Act of 1933, as amended, and the Exchange Act (collectively, the "Acts"), except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

Michael J. Bradley, Chairman

Matthew Cohn

John Chrystal

Stephanie Mudick

PROPOSAL 3.-APPROVAL OF THE BANCORP, INC. 2020 EQUITY INCENTIVE PLAN 

The Board of Directors has adopted, subject to stockholder approval, The Bancorp, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”) to provide additional incentives for our officers, employees and directors to promote our growth and performance and to further align their interests with those of our stockholders. By approving the 2020 Equity Incentive Plan, stockholders will give us the flexibility we need to continue to attract, motivate and retain highly qualified officers, employees and directors by offering a competitive compensation program that is linked to the performance of our stock.

Why We Are Seeking Approval of the 2020 Equity Incentive Plan

How We Determined the Size and Terms of the 2020 Equity Incentive Plan

When determining the size and terms of the 2020 Equity Incentive Plan, the Board and Compensation Committee considered a number of factors, including: 1) a review of peer compensation, 2) industry practices related to the adoption of equity-incentive plans, 3) applicable regulations related to the adoption of equity-incentive plans, 4) guidance provided by proxy advisory firms regarding equity-based incentive plans, and 5) the size and terms of the 2018 Equity Incentive Plan and awards made thereunder.

Highlights of the 2020 Equity Incentive Plan

Equity Compensation Plan Information

 If

As of December 31, 2021, the status of our equity compensation plans is as follows:

Outstanding Equity Awards at Fiscal Year-End Table-2021

The following table provides information on the holdings by the Company’s NEOs as of year-end December 31, 2021 which details unexercised stock options and stock awards that have not vested.

Option Exercises and Stock Vested-2021

The following disclosures provide information for the Company’s NEOs regarding restricted stock units vested and options exercised in 2021.