GBank Financial Holdings (GBFH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on August 1, 2025, with voting on director elections and auditor ratification, and a report on operational results will be provided.

• Only stockholders of record as of June 13, 2025, are eligible to vote, with 14,042,011 shares outstanding.

• Proxy materials are available online, and voting can be done by mail, internet, or phone; proxies can be revoked before the meeting.

Voting matters and shareholder proposals

• Stockholders will elect three Class III directors for terms expiring at the 2028 annual meeting.

• Ratification of RSM US LLP as independent registered public accounting firm for 2025 is on the agenda.

• Board recommends voting FOR all director nominees and auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted by March 4, 2026.

Board of directors and corporate governance

• The board consists of ten members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq and SEC rules; executive chairman and CEO roles are separated.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Gaming FinTech.

• Board met five times in 2024; all directors except one attended at least 75% of meetings.

• Code of ethics applies to all directors, officers, and employees.