FinWise Bancorp (FINW) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2026, with shareholders voting on director elections, an amendment to the 2019 Stock Plan, and auditor ratification.

• Shareholders can vote via internet, phone, or mail, and most received proxy materials electronically to reduce environmental impact.

• The Board unanimously recommends voting for all proposals, including director nominees, stock plan amendment, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will elect two Class III directors for three-year terms, approve an amendment to increase shares under the 2019 Stock Plan by 750,000, and ratify Baker Tilly US, LLP as auditor for 2026.

• The Board is not aware of other business to be presented but proxies may vote on additional matters if they arise.

• Shareholder proposals for the 2027 meeting must be received by December 29, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board will reduce to seven members after the meeting, with staggered three-year terms across three classes.

• Director nominees have extensive experience in business, finance, and operations; majority of directors are independent per Nasdaq rules.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all with independent members.

• The Board separates the roles of CEO and Executive Chairman and has a Lead Independent Director.

• Directors are encouraged to attend annual meetings; all attended in 2025.