PROPOSAL 2: THE APPROVAL OF THE AMENDMENT TO THE 2019 PLAN
TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR GRANT UNDER SUCH PLAN
Purpose of the Amendment to the 2019 Plan
Shareholders are being asked to approve an amendment to the Company’s 2019 Plan. On April 19, 2022, the Board of Directors, upon the recommendation of the Compensation Committee, unanimously approved an amendment to change the name of the 2019 Plan to “FinWise Bancorp 2019 Stock Option Plan” and to increase the aggregate number of shares available for issuance under the 2019 Plan by 500,000 shares (from 780,000 to 1,280,000 shares), subject to shareholder approval.
Our Board of Directors believes the proposed amendment to the 2019 Plan is in the best interests of, and will provide, long-term advantages to us and our shareholders and recommends its approval by our shareholders. The 2019 Plan is intended to promote the long-term interests of the Company and its shareholders by attracting and retaining the best available personnel for positions of substantial responsibility, providing additional incentives to our employees, directors and consultants and promoting the success of our business.
The equity-based incentives and rewards provided under the 2019 Plan also give recipients a proprietary interest in the long-term success of the Company, thereby aligning their interests with those of our shareholders. Our Board of Directors believes that, as a result of our strategic and organic growth, increasing the number of shares of the common stock currently available for issuance under the 2019 Plan will enable us to remain competitive in attracting and retaining talented employees, officers, directors and consultants through equity-based incentive and rewards under the 2019 Plan.
As of the Record Date, 297,786 shares remain available for future grants under the 2019 Plan. As a result, if this proposal is approved, a total of 797,786 shares would have been available for issuance under the 2019 Plan as of that date. See “Equity Compensation Plan Information” below for information as of December 31, 2021 concerning shares of common stock that may be issued upon the exercise of options and other rights under existing equity compensation plans and arrangements, including the 2019 Plan.
If this proposal is not approved and the number of shares authorized for awards under the 2019 Plan is not increased, the Company believes that the shares authorized for issuance under the 2019 Plan will be depleted in 2022. Our Board of Directors is recommending the increase in authorized shares described above following multiple years of strong strategic and organic growth so that the Company will continue to have the ability to grant equity awards in order to attract and retain talented and motivated executive officers, other employee and non-employee directors, among other eligible participants in the 2019 Plan.
Description of the Principal Features of the 2019 Plan
General. The 2019 Plan was adopted by the board of directors on May 20, 2019 and approved by the Company’s shareholders on June 20, 2019. The 2019 Plan was subsequently amended and restated, effective July 26, 2021. The 2019 Plan will terminate on June 20, 2029, but awards granted before that date will continue in effect in accordance with their terms. The purpose of the 2019 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to the employees, directors and consultants and to promote the success of the business. The 2019 Plan permits us to grant options and restricted stock as determined and administered by the Compensation Committee. The 2019 Plan is not subject to any of the provisions of the Employee Retirement Security Act of 1974, as amended, nor is it a qualified plan under section 401(a) of the Internal Revenue Code of 1986, as amended (referred to as the “Internal Revenue Code”).
Shares Available for Awards. The 2019 Plan, as initially adopted, provides for the granting of a maximum of 600,000 shares of Common Stock (after giving effect to the six-for-one stock split of the Company’s common stock, effective July 26, 2021, whereby each share of the Company’s common stock was automatically divided into six shares of common stock). On July 26, 2021, the 2019 Plan was amended to increase the maximum shares of Common Stock to 780,000. Shares of Common Stock related to any unexercised or unvested award granted under the 2019 Plan that terminate or expire, or are subsequently forfeited or cancelled for any reason, will become available for re-grant under the 2019 Plan. As of December 31, 2021, there were 459,474 shares subject to outstanding options and 296,226 shares remaining available for issuance under the 2019 Plan. As of the Record Date, there were 457,914 shares subject to outstanding options or other awards and 297,786 shares available for issuance under the 2019 Plan.