Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2024

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-51018

Delaware		23-3016517
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)

302-385-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

TBBK

Nasdaq Global Select

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

[_] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 23, 2024, the Board of Directors (the “Board”) of The Bancorp, Inc. (the “Company”) appointed Todd J. Brockman as a director of the Board, effective October 1, 2024, for an initial term expiring at the 2025 annual meeting of stockholders or until his successor shall have been duly elected and qualified. The Company previously disclosed its plan to reduce the size of the Board from ten (10) to nine (9) directors, effective October 1, 2024, due to director Michael J. Bradley’s notice of retirement and resignation, dated July 19, 2024, to be effective as of September 30, 2024. With Mr. Brockman’s appointment to the Board, the size of the Board will now remain at ten (10) directors as of October 1, 2024.

Mr. Brockman has over 25 years of experience as a senior executive in the payments and financial technology industry. From 2010 to 2023, Mr. Brockman served as SVP, General Manager of Visa DPS, one of the largest issuer processors in the world. In 2021, Mr. Brockman was elevated to SVP, Global Head of Issuing Solutions for Visa Inc. and General Manager of Visa DPS, serving in that capacity until his retirement in July 2023. Mr. Brockman has also held various other leadership roles in the industry, including President of Galileo Processing, Inc. from 2008 to 2010 and Global Head of Prepaid at Visa Inc. from 2001 to 2008. Mr. Brockman holds a Bachelor of Arts degree from University of California Berkeley and a Master of Business Administration degree from University of California Davis Graduate School of Management.

At this time, Mr. Brockman has not been named to serve on any committee of the Board, and the Board has not identified any committee to which he is expected to be appointed. Mr. Brockman will be entitled to the Company’s standard compensation for non-employee directors, including board fees and eligibility to receive stock-based awards and other compensation paid to directors. There are no family relationships between Mr. Brockman and any director, executive officer or person nominated by the Company to become a director or executive officer, there are no arrangements or understandings between Mr. Brockman and any other persons pursuant to which Mr. Brockman was selected as a director, and there are no transactions between Mr. Brockman or any of his immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K as of this date.

On August 28, 2024, the Company issued a press release regarding Mr. Brockman’s appointment. A copy of this press release is furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 28, 2024	THE BANCORP, INC.

	By:	/s/ Paul Frenkiel
	Name:	Paul Frenkiel
	Title:	Chief Financial Officer and Secretary

EXHIBIT 99.1

THE BANCORP ANNOUNCES TODD BROCKMAN TO JOIN ITS BOARD OF DIRECTORS

Retired Visa Inc. Executive Set to Join The Bancorp Board of Directors in October

WILMINGTON, Delaware, August 28, 2024 – The Bancorp, Inc. (NASDAQ: TBBK) and its wholly-owned subsidiary The Bancorp Bank, N.A. (collectively, the “Company” or “The Bancorp”) are pleased to announce that Todd Brockman will join the Company’s Board of Directors, effective October 1, 2024. The addition of Brockman will support the continued growth of the Company’s Fintech Solutions business.

Brockman brings over 25 years of experience as a senior executive in the payments and financial technology industry. He served as Senior Vice President, General Manager of Visa DPS, one of the largest issuer processors in the world. In 2021, Brockman was elevated to Senior Vice President, Global Head of Issuing Solutions for Visa Inc. and General Manager of Visa DPS, serving in that capacity until his retirement in July 2023. Additionally, Brockman has held various other leadership roles in the industry, including President of Galileo Processing, Inc. and Global Head of Prepaid at Visa Inc.

“Joining The Bancorp Board of Directors is an honor. I am eager to contribute to the ongoing success of the Company, particularly in its Fintech Solutions business, which has set a benchmark in the payments industry,” said Brockman. “Leveraging my experience in payments and financial technology, I look forward to collaborating with the team to drive further innovation, strengthen market leadership, and continue to deliver exceptional value to clients and stakeholders."

Throughout his career, Brockman has honed his leadership skills and demonstrated his commitment to fostering strong, collaborative teams. His proven ability to guide organizations will be valuable as he joins The Bancorp’s Board of Directors.

“Todd has the track record and reputation to help unlock the potential of our platform for both our partners and investors,” said Damian Kozlowski, Chief Executive Officer and President at The Bancorp. “Our quest to significantly grow our leading fintech ecosystem is a magnet for the best talent. We believe that Todd’s experience and expertise will assist our company’s ability to execute on our strategic growth initiatives.”

For more information about The Bancorp and its leadership, please visit www.thebancorp.com.

About The Bancorp

The Bancorp, Inc. (NASDAQ: TBBK), through its subsidiary, The Bancorp Bank, N.A., provides non-bank financial companies with the people, processes, and technology to meet their unique banking needs. With over 20 years of experience, The Bancorp delivers partner-focused solutions paired with cutting-edge technology for companies that range from entrepreneurial startups to Fortune 500 companies. Through its Fintech Solutions, Institutional Banking, Commercial Lending, and Real Estate Bridge Lending businesses, The Bancorp is the third-largest bank by asset size in South Dakota, earning recognition as the #1 issuer of prepaid cards in the U.S., a nationwide provider of bridge financing for real estate capital improvement plans, an SBA National Preferred Lender, a leading provider of securities-backed lines of credit, and one of the few bank-owned commercial vehicle leasing groups in the country. With a company-wide commitment to excellence, The

Bancorp is recognized as the top-ranked publicly traded bank with assets between $5B-$50B by Bank Director Magazine, a Readers’ Choice Top 50 Employer by Equal Opportunity Magazine and was selected to be included in the S&P Small Cap 600. For more about The Bancorp, visit https://thebancorp.com/.

Safe Harbor

This press release contains “forward-looking statements” concerning the Company. The words or phrases “expect,” “anticipate,” “intend,” “look forward,” “continue,” “potential,” “ongoing,” “should,” “would,” “believes” and similar expressions are meant to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by such sections. Forward-looking statements involve known and unknown risks, uncertainties and contingencies that may cause actual results to differ materially from the expectations expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to the factors described in the Company’s most recent Annual Report on Form 10-K, in its Quarterly Reports on Form 10-Q and in its other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any “forward-looking statements,” including to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as may be required by law.

###

Media Relations
Rachel Brick
Director of Strategic Communications
(302) 385-5410
rbrick@thebancorp.com

Investor Relations
Andres Viroslav, Director of Investor Relations
The Bancorp
(215) 861-7990
aviroslav@thebancorp.com

Source: The Bancorp, Inc.

Cover	Aug. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 23, 2024
Entity File Number	000-51018
Entity Registrant Name	The Bancorp, Inc.
Entity Central Index Key	0001295401
Entity Tax Identification Number	23-3016517
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	409 Silverside Road
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19809
City Area Code	302
Local Phone Number	385-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	TBBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false