UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

SCHEDULE 14A

________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)

Filed by the Registrant

 

Filed by a party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Under Section 240.14a-12

BM Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

___________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

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BM Technologies, Inc.

201 King of Prussia Road, Suite 350
Wayne, PA 19087

May 2, 2022

Dear Stockholder:

You are cordially invited to participate in BM Technologies, Inc.’s 2022 Annual Meeting of Stockholders to be held virtually on June 15, 2022 at 10:00 a.m. Eastern Time, at the following website: https://www.cstproxy.com/bmtechnologies/2022/.

The Notice of Annual Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. I will also report on the progress of the Company during the past year and answer stockholders’ questions.

It is important that your shares be represented at the Annual Meeting. If you are unable to participate in the meeting, I urge you to vote your shares by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Notice, the Proxy Statement and the proxy card. We urge you to complete, sign, date and return your proxy card or authorize your proxy by telephone or through the internet as soon as possible even if you currently plan to participate in the Annual Meeting. This will not prevent you from voting virtually but will assure that your vote is counted if you are unable to participate in the meeting.

Today, BMTX is one of the largest digital banking platforms and banking-as-a-service providers in the country. We are on a mission to financially empower millions of Americans by providing a more affordable, transparent, and consumer friendly banking experience. We were one of the first neo banking fintechs to go public last year, are one of the first to have a profitable business model and are now among the first fintechs embracing a bank charter to create an innovative fintech bank with a sustainable, profitable business model into the future. We continue to execute on our mission of providing millions of Americans with a better banking experience and are working to create significant shareholder value over the next 3-5 years by executing on our strategy.

On behalf of your Board of Directors, thank you for your continued interest and support.

 

Sincerely yours,

   

   

Luvleen Sidhu

   

Chief Executive Officer

 

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BM TECHNOLOGIES, INC.
201 King of Prussia Road, Suite 350
Wayne, PA 19087

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2022
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/2022

To the Stockholders of BM Technologies, Inc.:

The 2022 Annual Meeting of Stockholders of BM Technologies, Inc. (the “Company”) will be conducted virtually on June 15, 2022, at 10:00 a.m. (Eastern Time), at the following website:
https://www.cstproxy.com/bmtechnologies/2022
, for the following purposes:

1.      To elect three Class II directors to serve until their respective successors have been duly elected and qualified (Proposal No. 1);

2.      To ratify the appointment of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2); and

3.      To transact such other business as may properly come before the meeting, or any adjournments or postponements thereof.

This year we are using the Internet as our primary means of furnishing proxy materials to stockholders. Accordingly, most stockholders will not receive printed copies of our proxy materials. We are instead mailing a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting via the Internet (the “Notice”). This delivery method allows us to conserve natural resources and reduce the cost of delivery while also meeting our obligations to you, our stockholders, to provide information relevant to your continued investment in the Company. If you received the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials. We encourage you to review the proxy materials and vote your shares.

You or your proxyholder can participate, vote, and examine our stockholder list at the virtual annual meeting by visiting https://www.cstproxy.com/bmtechnologies/2022 and using the control number included on your proxy card or voting instruction form. You have the right to receive notice of and to vote at the meeting if you were a stockholder of record at the close of business on April 29, 2022. Whether or not you expect to participate in the virtual meeting, please vote by signing the enclosed proxy card and returning it promptly in the self-addressed envelope provided. If a broker or other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the internet. In the event there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of the proxies by the Company.

 

By order of the Board of Directors,

   

   

Robert Ramsey

   

Chief Financial Officer

Wayne, Pennsylvania

   

May 2, 2022

   

This is an important meeting. To ensure proper representation at the meeting, please indicate your vote as to the matters to be acted on at the meeting by following the instructions provided in Notice, the Proxy Statement and the proxy card. Even if you vote your shares prior to the meeting, you still may participate in the meeting and vote your shares virtually.

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BM TECHNOLOGIES, INC.
201 King of Prussia Road, Suite 350
Wayne, PA 19087

PROXY STATEMENT
2022 Virtual Annual Meeting of Stockholders
To Be Held on June 
15, 2022
Online Meeting Only — No Physical Meeting Location
https://www.cstproxy.com/bmtechnologies/2022

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of BM Technologies, Inc. (the “Company,” “we,” “us” or “our”) for use at our 2022 Annual Meeting of Stockholders to be conducted virtually via live webcast on June 15, 2022, at 10:00 a.m. (Eastern Time), and at any adjournments thereof (the “Annual Meeting”). You or your proxyholder can participate, vote, and examine our stockholder list at the virtual annual meeting by visiting https://www.cstproxy.com/bmtechnologies/2022 and using the control number included on your proxy card or voting instruction form.

This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) are available to stockholders at https://ir.bmtxinc.com. On or about May 6, 2022, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on (a) how to access and review this Proxy Statement and the Annual Report via the Internet and (b) how to obtain printed copies of this Proxy Statement, the Annual Report and a proxy card. The Notice also explains how you may submit your proxy over the Internet. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.

We encourage you to vote your shares, either by voting virtually at the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you vote by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form, and we receive your vote in time for the meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified. If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nominees as director and FOR the other matters listed in the accompanying Notice of Annual Meeting of Stockholders.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, please promptly vote your shares by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form prior to the Annual Meeting so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Notice, the Proxy Statement and the proxy card.

Important notice regarding the availability of proxy materials for the annual stockholder meeting to be held on June 15, 2022:

The Notice of Annual Meeting, proxy statement, proxy card and our Annual Report for the fiscal year ended December 31, 2021 are available at the following internet address: https://ir.bmtxinc.com.

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INFORMATION ABOUT THE MEETING

When is the Annual Meeting?

The Annual Meeting will be conducted virtually on June 15, 2022, at 10:00 a.m. (Eastern Time).

Where will the Annual Meeting be held?

The Annual Meeting will be conducted virtually via live webcast at https://www.cstproxy.com/bmtechnologies/2022.

What items will be voted on at the Annual Meeting?

There are two matters scheduled for a vote:

1.      To elect three Class II directors to serve until their respective successors have been duly elected and qualified (Proposal No. 1);

2.      To ratify the appointment of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2); and

3.      To transact such other business as may properly come before the meeting, or any adjournments or postponements thereof.

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting.

What are the recommendations of the Board of Directors?

Our Board of Directors recommends that you vote:

FOR” the election of the three Class II director nominees named herein to serve on the Board of Directors; and

FOR” the ratification of the appointment of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Will the Company’s directors be in attendance at the Annual Meeting?

The Company encourages, but does not require, its directors to attend annual meetings of stockholders. The Company expects all its directors to attend the Annual Meeting virtually.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Under rules adopted by the SEC, we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering a Notice in the mail. Instead of mailing printed copies of the proxy materials to our stockholders, we are mailing the Notice to instruct stockholders on how to access and review the Proxy Statement and Annual Report over the Internet at https://ir.bmtxinc.com. The Notice also instructs stockholders on how they may submit their proxy over the Internet or via phone. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions in the Notice for requesting these materials.

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INFORMATION ABOUT VOTING

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date, April 29, 2022, are entitled to receive notice of the Annual Meeting and to vote the shares for which they are stockholders of record on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. As of the close of business on April 29, 2022, we had 12,273,438 shares of common stock outstanding.

How do I vote?

With respect to Proposal No. 1, you may either vote “FOR” each of the Class II nominees to the Board of Directors, or you may vote “WITHHOLD AUTHORITY” for the nominees. For each of the other proposals to be voted on, you may vote “FOR” or “AGAINST,” or abstain from voting altogether. The procedures for voting are fairly simple:

Stockholders of Record:    Shares Registered in Your Name. If on April 29, 2022, your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. If you are a stockholder of record, you may vote virtually at the Annual Meeting or vote by giving us your proxy. You may give us your proxy submitting it over the internet or via phone or by completing, signing, dating and returning your proxy card. Whether or not you plan to participate in the Annual Meeting, we urge you to give us your proxy by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form, to ensure your vote is counted. You may still participate in the Annual Meeting and vote virtually if you have already voted by proxy or have otherwise given your proxy authorization.

•        VIRTUALLY:    To vote virtually, participate in the Annual Meeting, and submit your vote via the website.

•        BY MAIL:    If you received a proxy card by mail and choose to vote by mail, simply complete, sign and date the enclosed proxy card and return it promptly in the postage paid envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owners:    Shares Registered in the Name of a Broker or Bank. If on April 29, 2022, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by that organization. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the internet as instructed by your broker or bank. To vote virtually at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy card.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock for which you are the stockholder of record as of April 29, 2022.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please provide a response for each proxy card you receive to ensure that all your shares are voted.

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What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted: “FOR” the election of the three Class II director nominees named herein to serve on the Board of Directors and “FOR” the ratification of the appointment of BDO USA LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by the Board of Directors or, if no recommendation is given, will vote your shares using his or her discretion.

Can I change my vote after submitting my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of three ways:

•        You may change your vote using the same method that you first used to vote your shares;

•        You may send a written notice that you are revoking your proxy to BM Technologies, Inc., 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania, Attention: Robert Ramsey, Chief Financial Officer; or

•        You may participate in the Annual Meeting and vote virtually. Simply participating in the Annual Meeting, however, will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR” and “WITHHOLD AUTHORITY” votes for Proposal No. 1, and with respect to Proposal No. 2, “FOR,” “AGAINST” and “ABSTAIN.” A broker non-vote occurs when a nominee, such as a brokerage firm, bank, dealer or other similar organization, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a brokerage firm, bank, dealer or other similar organization, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. We believe that Proposal No. 1 (election of directors) is a non-routine proposal. Since this proposal to be voted on at the Annual Meeting is not a routine matter, the broker or nominee that holds your shares will need to obtain your authorization to vote those shares and will enclose a voting instruction form with this proxy statement. The broker or nominee will vote your shares as you direct on their voting instruction form so it is important that you include voting instructions.

Abstentions will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting.

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How many votes are needed to approve each proposal?

The following table describes the voting requirement for each proposal:

Proposal 1

 

Election of three Class II Directors

 

The three nominees receiving the most “FOR” votes, among votes properly cast virtually or by proxy, will be elected, even if they receive approval from less than a majority of the votes cast. Because the nominees are running unopposed, all nominees are expected to be elected as directors, as all nominees who receive votes in favor will be elected, while votes not cast or voted “WITHHOLD AUTHORITY” will have no effect on the election outcome.

Proposal 2

 

Ratification of the appointment of BDO USA LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022

 

This proposal must be approved by a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting.

How many shares must be present to constitute a quorum for the Annual Meeting?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented by stockholders present at the Annual Meeting or by proxy. On April 29, 2022, the record date, there were 12,273,438 shares outstanding and entitled to vote. Thus, 6,136,720 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the Annual Meeting. Abstentions will be counted towards the quorum requirement.

If a quorum is not present at the Annual Meeting, or if a quorum is present but there are not enough votes to approve one or more of the proposals, the person named as chair of the Annual Meeting may adjourn the meeting to permit further solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval on such proposal(s).

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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ADDITIONAL INFORMATION

How and when may I submit a stockholder proposal for the Company’s 2023 Annual Meeting?

We will consider for inclusion in our proxy materials for the 2023 Annual Meeting of Stockholders, stockholder proposals that are received at our executive offices, in writing, no earlier than February 13, 2023 and no later than 5:00 p.m. (Eastern Time) on March 15, 2023, and that comply with our bylaws and all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Proposals must be sent to our Corporate Secretary at BM Technologies, Inc., 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087.

Pursuant to our bylaws, stockholders wishing to nominate persons for election as directors or to introduce an item of business at an annual meeting that are not to be included in our proxy materials must have given timely notice thereof in writing to our Corporate Secretary. To be timely for the 2023 Annual Meeting of Stockholders, you must notify our Corporate Secretary, in writing, no earlier than February 13, 2023, and no later than 5:00 p.m. (Eastern Time) on March 15, 2023. We also advise you to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations, including the different notice submission date requirements in the event that the date of the notice for the 2023 Annual Meeting of Stockholders is more than 30 days before or 60 days after the first anniversary of the date of the 2022 Annual Meeting. In accordance with our bylaws, our board or chair of the 2023 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting.

Pursuant to the Company’s bylaws, among other things, a stockholder’s notice shall set forth information as to the stockholder giving notice, as well as to each individual whom the stockholder proposes to nominate for election or reelection as a director:

•        the name, age, business address and residence address of such individual;

•        The principal occupation or employment of the individual;

•        the class, series and number of any shares of stock of the Company that are beneficially owned by such individual;

•        all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

All nominees properly submitted to the Company (or which the nominating and corporate governance committee otherwise elects to consider) will be evaluated and considered by the members of the nominating and corporate governance committee using the same criteria as nominees identified by the nominating and corporate governance committee itself.

How can I obtain the Company’s Annual Report on Form 10-K?

A copy of our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is available at https://ir.bmtxinc.com. You also can obtain copies without charge at the SEC’s website at www.sec.gov. Our 2021 Annual Report is not incorporated into this proxy statement and shall not be considered proxy solicitation material.

We will also mail to you without charge, upon written request, a copy of any specifically requested exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Requests should be sent to: Corporate Secretary, BM Technologies, Inc., 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087. A copy of our Annual Report on Form 10-K has also been filed with the Securities and Exchange Commission, or the SEC, and may be accessed from the SEC’s homepage (www.sec.gov).

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Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company may engage a third party proxy solicitor. The proxy solicitor may call you and ask you to vote your shares. The proxy solicitor will not attempt to influence how you vote your shares, but only ask that you take the time to cast a vote. You may also be asked if you would like to vote over the telephone and to have your vote transmitted to our proxy tabulation firm.

In addition to these written proxy materials, directors, officers and employees of BM Technologies, Inc. may also solicit proxies in person, by telephone or by other means of communication; however, the directors, officers and employees of BM Technologies, Inc. will not be paid any additional compensation for soliciting proxies. In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile transmission by any proxy solicitor, directors, officers or employees of BM Technologies, Inc.

The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

How many copies should I receive if I share an address with another stockholder?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

Under this procedure, brokers are permitted to deliver a single copy of our Notice and, as applicable, any additional proxy materials that are delivered until such time as one or more of these shareholders notifies their broker that they want to receive separate copies. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and Annual Report, or if you are receiving multiple copies of the proxy statement and Annual Report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to: Corporate Secretary, BM Technologies, Inc., 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087, or by calling (571) 236-8851. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Annual Report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Whom should I contact if I have any questions?

If you have any questions about voting your shares or about the Annual Meeting, these proxy materials or your ownership of our common stock, please contact Robert Ramsey, Chief Financial Officer, 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087, Telephone: (571) 236-8851.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 15, 2022: This Proxy Statement and the Annual Report are available on-line at https://ir.bmtxinc.com.

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PROPOSAL NO. 1
ELECTION OF CLASS II DIRECTORS

The Board of Directors presently has seven members. Our Board of Directors is divided into three classes. Each class has a three-year term. Class I directors hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2024, Class II directors hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2022 and Class III directors hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2023. Each director holds office for the term to which he or she is elected and until his or her successor is duly elected and qualified. Vacancies on the Board of Directors may be filled by persons elected by a majority of the remaining directors and nominated by the nominating and corporate governance committee. A director elected by the Board of Directors to fill a vacancy in a class, including any vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Messrs. Aaron Hodari and Pankaj Dinodia are Class I directors; Ms. Marcy Schwab and Messrs. A.J. Dunklau and Mike Gill are Class II directors; and Ms. Luvleen Sidhu and Mr. Brent Hurley are Class III directors.

Director/Nominee(1)

 

Age

 

Class

 

Term Expires

 

Audit
Committee

 

Nominating &
Corporate
Governance
Committee

 

Compensation
Committee

Marcy Schwab*

     

II

 

2022

 

Chair

       

A.J. Dunklau*

     

II

 

2022

 

       

Mike Gill*

     

II

 

2022

     

   

Luvleen Sidhu

     

III

 

2023

           

Brent Hurley

     

III

 

2023

     

Chair

 

Aaron Hodari

     

I

 

2024

           

Pankaj Dinodia

     

I

 

2024

 

     

Chair

____________

*        Indicates Class II director nominees

(1)      This column reflects the current directors and nominees on the Board of Directors.

The Board of Directors has nominated three directors (upon the recommendation of the nominating and corporate governance committee), Ms. Schwab and Messrs. Dunklau and Gill, for election as Class II directors. If elected at the Annual Meeting, each of Ms. Schwab and Messrs. Dunklau and Gill would serve until the 2025 Annual Meeting of Stockholders and until his successor is elected and has qualified, or, if sooner, until his death, resignation or removal. Neither of Ms. Schwab and Messrs. Dunklau and Gill is being nominated as a director for election pursuant to any agreement or understanding between such person and the Company. Each of Ms. Schwab and Messrs. Dunklau and Gill has indicated their willingness to continue to serve if elected and has consented to be named as a nominee. It is our policy to encourage directors and nominees for director to attend the Annual Meeting.

The directors will be elected by a plurality of the votes cast at the meeting, which means that the two nominees receiving the highest number of votes will be elected. Any shares not voted, whether by withheld authority, abstention or otherwise, will have no effect on the outcome of the election of directors. There are no cumulative voting rights with respect to the election of directors.

The Board of Directors recommends a vote “FOR” the election of all the nominees whose names are set forth on the following pages. A stockholder can vote for or withhold his or her vote from each nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy for the election of the nominees named below. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person who is nominated as a replacement. The Board of Directors has no reason to believe that the Class II director nominees named will be unable or unwilling to serve.

Information about the Nominees and Directors

Biographical information with respect to the Class II nominees up for election at the Annual Meeting, as well as each of the other directors, and such person’s qualifications to serve as a director is set forth on the succeeding pages. Unless otherwise indicated, each director has held his or her principal occupation or other positions with the same or predecessor organizations for at least the last five years. There are currently no family relationships among any director, nominee, or executive officer.

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Nominees for Class II Directors

Name, Address and Age(1)

 

Position(s)
Held
with
BM Technologies, Inc.

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past 5 Years

 

Other Directorships
Held by
Director
/Nominee
During Past 5 Years

Independent Directors

               

Marcy Schwab

 

Director

 

Class II director since Business Combination; term expires 2022

 

President and Founder of Inspired Leadership, LLC, a consulting, leadership advisory, and executive coaching services firm.

 

None.

A.J. Dunklau

 

Director

 

Class II director since Business Combination; term expires 2022

 

General Manager Lightbox, a due diligence, risk management and workflow solution provider from January 2021 to present.

CEO of Megalith Financial Acquisition Corp., a special purpose acquisition company, from 2017 to January 2021.

Chief Strategy Officer of AGDATA, LP, an information technology & services company, from April 2016 to 2017.

 

None.

Mike Gill

 

Director

 

Class II director since Business Combination; term expires 2022

 

Retired attorney 2016-present.

 

None.

____________

(1)      The address for each of Ms. Schwab and Messrs. Dunklau and Gill is c/o 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087.

Independent Directors

Marcy Schwab has served as our director since our business combination with Megalith Financial Acquisition Corporation that consummated January 4, 2021 (the “Business Combination”). Ms. Schwab is the President of Inspired Leadership, LLC, which she founded in 2012. Inspired Leadership, LLC provides consulting, leadership advisory, and executive coaching services to Fortune 500 companies, start-ups, federal, state and local agencies and not-for-profits. Ms. Schwab has also served as principal at thought LEADERS, LLC since 2016, and is a member at Forbes Coaches Counsel. From July 2019 to September 2020, Ms. Schwab served of chief of staff to the CEO of Reserve Trust Company part time, and served as Vice President of Retail Banking at Sallie Mae from 2010 to 2012. Ms. Schwab served in various roles at Capital One, including Senior Vice President, Consumer Segment Lending from 2008 to 2009, Vice President from 2007 to 2008, and Senior Business Director from 1998 to 2007. Ms. Schwab brings over 25 years of experience as a senior executive, consultant, facilitator, and leadership coach. Ms. Schwab earned an MBA from The Wharton School of Business and a Bachelor of Science in Engineering from the University of Pennsylvania. We believe that Ms. Schwab is qualified to serve as a member of our Board of Directors based on her experience as a senior leader at several consumer focused financial services companies.

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A.J. Dunklau has served as our director since the Business Combination and until the Business Combination served as President of Megalith since its inception, and served Chief Executive Officer of Megalith since May 5, 2020. Since January 2021, Mr. Dunklau has served as General Manager of LightBox, a provider of due diligence, risk management, location intelligence and workflow solutions. From 2011 through 2017, Mr. Dunklau was an executive at AGDATA, LP, a provider of payment facilitation, information services, and software, which was sold to Vista Equity Partners in 2014. From 2016 to 2017 Mr. Dunklau served as AGDATA’s Chief Strategy Officer and from 2014 to 2016 he served as its Head of Product Management. From 2012 to 2014, Mr. Dunklau served as AGDATA’s Executive Vice President and General Manager of Industry Platforms, and prior to that served as Director of Business Development. From 2005 to 2011, he worked as a management consultant at A.T. Kearney, where he consulted on global projects across a range of industries, including financial services. Mr. Dunklau received his Bachelors of Science in Business Administration from Washington University in St. Louis and an MBA from the Harvard Business School. We believe that Mr. Dunklau is qualified to serve as a member of our Board of Directors based on his financial and technology experience, and experience advising, developing and growing financial services companies.

Mike Gill has served as our director since the Business Combination. Mr. Gill is a retired attorney who worked as Managing Director Global Complex Contracting at Accenture LLP from 2003 to October 2016. At Accenture LLP, Mr. Gill headed up a team of over 160 attorneys worldwide, specializing in technology, digital, outsourcing, and systems integration transactions and helping to negotiate and close large and complex customer-facing contracts across the world, including in the financial services industry. Prior to working at Accenture, Mr. Gill practiced as a transactional attorney for over 25 years in Kansas City, Missouri specializing in professional services providers, including consultants, accountants, architects and attorneys. Mr. Gill also has experience in commercial litigation, including malpractice and securities law defense. Mr. Gill earned his BS in Business from University of Missouri and his JD from University of Missouri School of Law. We believe that Mr. Gill is qualified to serve as a member of our Board of Directors based on his legal experience, experience within the financial services industry and significant experience structuring and negotiating complex transactions both domestically and globally.

Class III Directors (continuing directors not up for re-election at the Annual Meeting)

Name, Address and Age(1)

 

Position(s)
Held
with
BM Technologies, Inc.

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past 5 Years

 

Other Directorships
Held by
Director
/Nominee
During Past 5 Years

Non-interested Director

               

Brent Hurley

 

Director

 

Class III director since Business Combination; term expires 2023

 

Serial investor

 

None.

Interested Director

               

Luvleen Sidhu(2)

 

Chief Executive Officer and Chairman

 

Class III director since Business Combination; term expires 2023

 

Chief Executive Officer and Chairman of BM Technologies, Inc. from January 2021 to present.

Chief Executive Officer and President of BM Technologies, Inc. from 2020 to 2021.

Chief Strategy Officer and President of BM Technologies, Inc. from 2014 to 2020.

 

None.

____________

(1)      The address for each of Ms. Sidhu and Mr. Hurley is c/o 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087.

(2)      Ms. Sidhu is not considered an independent director because of her position with the Company.

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Non-independent Director

Luvleen Sidhu has served as BM Technologies’s Chief Executive Officer and Director since 2020 and was the youngest female Founder and CEO to take a company public at the time of listing when she took BM Technologies public in 2021 (NYSE: BMTX). From February 2014 to present, Ms. Luvleen Sidhu served as Chief Strategy Officer and President of the Company and its predecessor, which she helped found. Ms. Luvleen Sidhu earned her MBA from the Wharton School of Business of the University of Pennsylvania and her bachelor’s degree from Harvard University. After graduating from Harvard and Wharton she was a management consultant at Booz & co. in their financial services practice. Ms. Luvleen Sidhu is a recognized leader in the industry and was named one of Crain’s New York Business 2020 40 Under 40 and a “Rising Star in Banking & Finance” and “New York Business 2021 Notable Women on Wall Street.” She was included in Innovative Finance’s “Women in FinTech Powerlist 2020,” named one of PaymentsSource’s “Most Influential Women in Payments: Next” in 2021, recognized by Banking Northeast as one its New York Women in Banking in 2021, and received the honor of Fintech Woman of the Year by Lendit Fintech for 2019 and again in February 2022 — the first ever two-time winner. Before attending business school at Wharton, she was an analyst at Neuberger Berman and also worked as a director of corporate development at Customers Bank. While at the company, Ms. Luvleen Sidhu introduced several growth projects, including partnering with a New York City-based start-up to improve the banking experience through innovative technology. Ms. Luvleen Sidhu has been featured regularly in the media including on CNBC, Bloomberg Radio, Yahoo Finance, Fox News Radio and in The Wall Street Journal, Forbes.com, American Banker, Crain’s New York, FoxNews.com, among others. We believe that Ms. Sidhu is qualified to serve as a member of our Board of Directors based on her extensive experience creating and developing the BMTX (formerly known as BankMobile) platform since our inception and her fintech experience and insights.

Independent Director

Brent Hurley has served as our director since the Business Combination. Since July 2016, Mr. Hurley has been a serial angel investor in various technology start-up companies and participated in multiple venture funds. Mr. Hurley has been a member of MFA Investor Holdings, the sponsor of MFAC, since 2018. From January 2015 to June 2016, Mr. Hurley was Chief Executive Officer and Co-founder of SayMore, a social network start-up company. From November 2011 to January 2015, Mr. Hurley served as Chief Financial Officer of MixBit, Inc. (previously AVOS Systems), a multinational consumer technology company backed by GV (formerly Google Ventures) and NEA. Prior to that, Mr. Hurley was a founding team member of YouTube for four years until its sale to Google, serving as Director of Finance and Operations from 2005 to 2007 and, following the sale to Google, Manager on the YouTube Strategic Partnerships Team. Prior to that, Mr. Hurley was a buyside securities trader and portfolio accountant at Fisher Investments. Mr. Hurley began his career as an intern at PayPal, Inc. when it had less than 25 employees. Mr. Hurley served on the board of directors of MixBit, a private company, from 2014 to 2018, and has served two 3-year terms on the Board of Trustees at Albright College, and one term on the Harvard Business School Alumni Board. Mr. Hurley earned his BS in Finance & Philosophy from Albright College and his MBA from Harvard Business School. We believe that Mr. Hurley is qualified to serve as a member of our Board of Directors based his extensive experience investing in and developing technology start-up companies and his finance and accounting experience.

Class I Directors (continuing directors not up for re-election at the Annual Meeting

Name, Address and Age(1)

 

Position(s)
Held
with
the Company

 

Term of Office
and
Length of
Time Served

 

Principal Occupation(s)
During Past 5 Years

 

Other Directorships
Held by
Director
/Nominee
During Past 5 Years

Non-interested Director

               

Pankaj Dinodia

 

Director

 

Class I director since Business Combination; term expires 2024

 

Chief Executive Officer and founder of Dinodia Capital Advisors, a SEBI-registered financial advisory services firm based in New Delhi.

 

None.

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Name, Address and Age(1)

 

Position(s)
Held
with
the Company

 

Term of Office
and
Length of
Time Served

 

Principal Occupation(s)
During Past 5 Years

 

Other Directorships
Held by
Director
/Nominee
During Past 5 Years

Non-independent Director

               

Aaron Hodari

 

Director(2)

 

Class I director since Business Combination; term expires 2024

 

Managing Director of Schechter Private Capital, LLC, an investment management company.

 

None.

____________

(1)      The address for each of Messrs. Hodari and Dinodia is c/o 201 King of Prussia Road, Suite 350, Wayne, Pennsylvania 19087.

(2)      Mr. Hodari is not considered an independent director because of his employment with a significant shareholder of the Company.

Independent Director

Pankaj Dinodia has served as our director since the Business Combination. Since June 2011, Mr. Dinodia has been Chief Executive Officer and founder of Dinodia Capital Advisors, a SEBI-registered financial advisory services firm based in New Delhi, which provides strategic and merger and acquisitions services and works closely with several family offices on global investments and asset allocation. Prior to that, Mr. Dinodia earned his MBA from the Harvard Business School. From July 2008 to July 2009, Mr. Dinodia worked for accounting firm S.R. Dinodia & Co., developing its M&A Advisory practice. From July 2007 to July 2008, Mr. Dinodia helped establish and run Goldman Sachs’ private equity business in India. Prior to that, Mr. Dinodia had served within the Investment Banking Division at Goldman Sachs in New York City since 2005, where he provided mergers and acquisition and investment advisory services to global banks, insurance and fintech companies. He has previously served as the Founder & President of the Wharton Alumni Delhi Chapter as well as on the Executive Board for the Harvard Business School Club of India. Mr. Dinodia graduated magna cum laude at the Wharton School, earning his BS Economics degree with a concentration in finance. He also earned his MBA at the Harvard Business School. We believe that Mr. Dinodia is qualified to serve as a member of our Board of Directors based on his experience in banking, investing and providing strategic advice and mergers and acquisitions advisory services, as well has his experience mentoring start-ups across industries, including those in fintech and consumer industries.

Non-independent Director

Aaron Hodari has served as our director since the Business Combination. Mr. Hodari, a CFP and CIMA, is a Managing Director of Schechter Private Capital, LLC. Aaron Hodari heads the firm’s branch of Private Capital, including deal sourcing, due diligence, deal structuring, and market opportunity identification, and investor relations. Aaron also works directly with ultra-high net worth families bring them institutional quality investment management and advanced financial planning solutions. He is also instrumental in the development of correlated and non-correlated investment alternatives at Schechter, helping identify investment allocations and manager selection. Prior to joining Schechter, Aaron worked at BlackRock Financial Management, New York, NY in the Institutional Account Management group where he managed relationships with institutional investors including pension funds, foundations & endowments, and family offices. While there, he specialized in customized fixed-income solutions, commodities, and hedge funds. Aaron graduated from the University of Michigan, where he majored in economics and played lacrosse. He is a member of the CAIS Advisory Council. We believe that Mr. Hodari is qualified to serve as a member of our Board of Directors based on his financial and investment management expertise.

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CORPORATE GOVERNANCE

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of its directors and director candidates and corporate governance policies and standards applicable. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are posted on the Corporate Governance portion of the Company’s website. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and officers on the same website.

Board Composition

Our business affairs are managed under the direction of our Board. Our Board consists of seven members, at least a majority of whom qualify as independent within the meaning of the independent director guidelines of the NYSE American. Ms. Luvleen Sidhu and Mr. Hodari are not considered independent.

Our Board is divided into three staggered classes of directors. At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

•        the Class I directors are Aaron Hodari and Pankaj Dinodia, and their terms will expire at the annual meeting of stockholders to be held in 2024;

•        the Class II directors are A.J. Dunklau, Marcy Schwab, and Mike Gill, and their terms will expire at the annual meeting of stockholders to be held in 2022; and

•        the Class III directors are Luvleen Sidhu and Brent Hurley, and their terms will expire at the annual meeting of stockholders to be held in 2023.

Our Charter provides that the Company Board will consist of one or more members, and the number of directors may be increased or decreased from time to time by a resolution of the Company Board. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. This classification of the Company Board may have the effect of delaying or preventing changes in control of the Company.

Each of the Company’s officers serve at the discretion of the Company Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. There are no family relationships among any of the directors or officers of the Company. The Company Board has appointed Pankaj Dinodia as lead director to help management coordinate with the independent directors.

Director Independence

The Company’s Common Stock is listed on the NYSE American. Under the NYSE rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the NYSE rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the NYSE rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of the NYSE. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the NYSE rules.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of the NYSE, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

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To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of the NYSE, the board of directors must affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our Board has undertaken a review of the independence of each director and considered whether each director of the Company has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, we determined that Pankaj Dinodia, Mike Gill, Brent Hurley, A.J. Dunklau, and Marcy Schwab will be considered “independent directors” as defined under the listing requirements and rules of the NYSE and the applicable rules of the Exchange Act.

Board Leadership Structure

We believe that the structure of our Board and its committees will provide strong overall management of the Company.

Committees of the Company Board

The Company Board has an audit committee, compensation committee and nominating and corporate governance committee. The composition and responsibilities of each of the committees of the Board of Directors is described below. Members serve on these committees until their resignation or until as otherwise determined by the Company Board.

Audit Committee

Each of the members of the Company’s audit committee satisfies the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and rules of the NYSE. The Company also determines that Mr. Dunklau qualifies as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of the NYSE. The Company’s audit committee is responsible for, among other things:

•        selecting a qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements;

•        helping to ensure the independence and performance of the independent registered public accounting firm;

•        discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company’s interim and year-end financial statements;

•        developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•        reviewing the Company’s policies on and oversees risk assessment and risk management, including enterprise risk management;

•        reviewing the adequacy and effectiveness of internal control policies and procedures and the Company’s disclosure controls and procedures; and

•        approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

The Company Board has adopted a written charter for the audit committee, which is available on the Company’s website.

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Compensation Committee

Each of the members of the Company’s compensation committee meet the requirements for independence under the applicable rules and regulations of the SEC and rules of the NYSE. The Company’s compensation committee is responsible for, among other things:

•        reviewing, approving and determining the compensation of the Company’s officers and key employees;

•        reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the Company Board or any committee thereof;

•        administering the Company’s equity compensation plans;

•        reviewing, approving and making recommendations to the Company Board regarding incentive compensation and equity compensation plans; and

•        establishing and reviewing general policies relating to compensation and benefits of the Company’s employees.

The Company Board has adopted a written charter for the compensation committee, which is available on the Company’s website.

Nominating and Corporate Governance Committee

Each of the members of the nominating and corporate governance committee meet the requirements for independence under the applicable rules and regulations of the SEC and rules of the NYSE. The nominating and corporate governance committee is responsible for, among other things:

•        identifying, evaluating and selecting, or making recommendations to the Company Board regarding, nominees for election to our Board and its committees;

•        evaluating the performance of our Board and of individual directors;

•        considering, and making recommendations to the Company Board regarding, the composition of our Board and its committees;

•        reviewing developments in corporate governance practices;

•        evaluating the adequacy of the corporate governance practices and reporting;

•        reviewing related person transactions; and

•        developing, and making recommendations to the Company Board regarding, corporate governance guidelines and matters.

Our Board has adopted a written charter for the nominating and corporate governance committee, which is available on our website.

Code of Conduct and Ethics

We have posted our Code of Conduct and Ethics and expect to post any amendments to or any waivers from a provision of our Code of Conduct and Ethics on our website, and also intend to disclose any amendments to or waivers of certain provisions of our Code of Conduct and Ethics in a Form 8-K.

Compensation Committee Interlocks and Insider Participation

None of the Company’s officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on the Company’s compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Company Board.

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Related Person Policy of the Company

The Company has adopted formal written policy providing that the Company’s officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of the Company’s capital stock, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with the Company without the approval of the Company’s nominating and corporate governance committee, subject to the exceptions described below.

A related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company and any related person are, were or will be participants in which the amount involves exceeds the lesser of $120,000 or 1% of our average total assets. Transactions involving compensation for services provided to the Company as an employee or director are not covered by this policy.

Under the policy, the Company will collect information that the Company deems reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder, to enable the Company to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under the Code of Conduct, employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

The policy will require that, in determining whether to approve, ratify or reject a related person transaction, our nominating and corporate governance committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the Company’s best interests and those of our stockholders, as our nominating and corporate governance committee, or other independent body of our Board, determines in the good faith exercise of its discretion.

Our nominating and corporate governance committee has determined that certain transactions will not require the approval of the nominating and corporate governance committee, including certain employment arrangements of officers, director compensation, transactions with another company at which a related party’s only relationship is as a director, non-executive employee or beneficial owner of less than 10% of that company’s outstanding capital stock, transactions where a related party’s interest arises solely from the ownership of our Common Stock and all holders of our Common Stock received the same benefit on a pro rata basis and transactions available to all employees generally.

Director Attendance

Each director is strongly encouraged to attend each annual meeting of stockholders. All directors attended the 2021 annual meeting of stockholders, which was held virtually.

Our corporate governance guidelines provide that directors should be prepared for and attend Board meetings and actively participate in Board discussions. The Board met six times in 2021. Each director attended 100% of all board and committee meetings for which the director was a member.

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EXECUTIVE COMPENSATION

The following sets forth information about the compensation paid to or accrued by our principal executive officer and our two other most highly compensated persons serving as executive officers as of the periods indicated for services rendered for such periods. These executives are referred to as our “named executive officers.”

Summary Compensation Table

Name and Principal Position

 

Year

 

Salary
($)
(1)

 

Stock
Awards
($)
(2)

 

Option
Awards
($)
(3)

 

Nonequity
incentive
plan compensation
($)

 

All Other
Compensation
($)
(4)

 

Total
($)

Luvleen Sidhu

 

2021

 

$

284,808

 

$

16,483,518

 

$

 

$

 

$

8,544

 

$

16,776,870

Chief Executive Officer

 

2020

 

$

285,577

 

$

100,300

 

$

 

$

 

$

8,100

 

$

393,977

   

2019

 

$

267,308

 

$

 

$

622,756

 

$

 

$

8,019

 

$

898,083

Robert Diegel

 

2021

 

$

259,808

 

$

1,966,561

 

$

 

$

25,000

 

$

7,794

 

$

2,259,163

Chief Operating Officer

 

2020

 

$

259,615

 

$

 

$

 

$

 

$

7,788

 

$

267,404

   

2019

 

$

240,277

 

$

 

$

311,378

 

$

 

$

7,208

 

$

558,863

Robert Ramsey

 

2021

 

$

259,808

 

$

1,126,560

 

$

 

$

25,000

 

$

7,794

 

$

1,419,162

Chief Financial Officer

 

2020

 

$

257,800

 

$

 

$

   

$

 

$

7,730

 

$

265,531

   

2019

 

$

225,000

 

$

 

$

56,251

 

$

56,250

 

$

8,100

 

$

345,601

____________

1        On August 5, 2021, Ms. Sidhu’s salary was increased from $275,000 to $300,000, and Mr. Diegel and Mr. Ramsey’s salaries were each increased from $250,000 to $275,000.

2        In connection with the Company’s divestiture, on January 4, 2021 Customers Bancorp awarded 809,248 restricted shares to Ms. Sidhu, 96,339 restricted shares to Mr. Diegel, and 57,805 restricted shares to Mr. Ramsey. Effective September 30, 2021, the Board of Directors of the Company granted 250,000 service based and 250,000 performance based RSUs to Ms. Sidhu, 30,000 service based and 30,000 performance based RSUs to Mr. Diegel, and 15,000 service based and 15,000 performance based RSUs to Mr. Ramsey.

3        All stock options relate to Customers Bancorp stock. On April 3, 2019 Customers awarded Ms. Sidhu 100,000 options and Mr. Diegel 50,000 options with an exercise price of $18.62. The options were granted pursuant to a 5-year waterfall vesting schedule. On April 18, 2019 Customers awarded Mr. Ramsey 8,646 options with an exercise price of $19.28. The options were granted pursuant to a 5-year cliff vesting schedule. Customers Bancorp accelerated vesting in connection with the Business Combination.

4.       All other compensation reflects 401(K) match.

Narrative Disclosure to the Summary Compensation Table

The compensation paid to Ms. Sidhu, Mr. Diegel, and Mr. Ramsey in 2021 consisted of base salary, certain cash bonus incentive compensation, stock awards for past contributions and future performance over the next 3-5 years, and a 401(K) match.

The stock awards in 2021 were atypical and included restricted stock granted by Customers Bancorp as severance in exchange for years of previous work to found (in the case of Ms. Sidhu who is a founder of the company) and build BM Technologies, and for the value created in connection with the Business Combination on January 4, 2021; the company does not consider this compensation a part of current year compensation given the award was for years of past performance building the business.

Additionally, on September 30, 2021, BM Technologies, Inc. granted restricted stock units from the 2020 equity incentive plan to certain executives to incentivize long-term performance. 50% of these awards have a time based, 4-year waterfall vesting schedule and 50% have performance-based vesting criteria which if achieved, will vest over a period of 3-5 years.

Employment Agreements

We currently have employment agreements in place with Ms. Luvleen Sidhu, our Chief Executive Officer and Mr. Robert Diegel, our Chief Operating Officer.

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Ms. Luvleen Sidhu’s employment agreement has a term of two years and provides for immediate vesting of any equity incentive interests if terminated without cause or terminated for good reason. Ms. Luvleen Sidhu’s employment agreement automatically renews thereafter for successive two year periods unless either the Company or the employee give written notice to the other at least sixty (60) days prior to the end of the applicable term.

Mr. Diegel’s employment agreement has a term of one year and provides for accelerated vesting of any equity incentive interests if terminated without cause or terminated for good reason. The employment agreement automatically renews thereafter for successive one-year periods unless either the Company or the employee give written notice to the other at least sixty (60) days prior to the end of the applicable term.

Ms. Luvleen Sidhu is entitled to receive an annual base salary of at least $275,000 pursuant to her employment agreement and incentive compensation in an amount, in such form, and at such time as approved by our Board. Such incentive compensation may take the form of cash payments (“Cash Bonus”), transfers of stock, stock appreciation awards, restricted stock units or stock options. Ms. Luvleen Sidhu is entitled to receive severance compensation in the event of a termination of her employment by the Company without “Cause” or by the executive for “Good Reason” in an amount equal to the sum of her then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to her with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of two (2) years or the period of time remaining in the applicable term, paid in equal installments on the normal pay dates following Ms. Luvleen Sidhu’s separation from service with the Company, subject to execution of a release of claims. Ms. Luvleen Sidhu is also eligible for employee benefits and shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Ms. Luvleen Sidhu’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to her had she remained employed through the date of payment.

Mr. Diegel is entitled to receive an annual base salary of at least $250,000 pursuant to his employment agreement and incentive compensation in an amount, in such form, and at such time as approved by our Board. He is entitled to receive severance compensation in the event of a termination of his employment by the Company without “Cause” or by the executive for “Good Reason” in an amount equal to the sum of his then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to him with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of one (1) year or the period of time remaining in the applicable term, paid in equal installments on the normal pay dates following his separation from service with the Company, subject to execution of a release of claims. Mr. Diegel is also eligible for employee benefits and shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which their termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to him had he remained employed through the date of payment.

Equity Incentive Plan

We have also entered into our 2020 Equity Incentive Plan, which became effective upon the closing of the Business Combination. The Equity Incentive Plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, non-employee directors and consultants of us and its affiliates. Additionally, the Equity Incentive Plan provides for the grant of performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. Initially, the aggregate number of shares of Common Stock that may be issued pursuant to stock awards under the Equity Incentive Plan after the Equity Incentive Plan becomes effective will not exceed 10% of the issued and outstanding shares of our common stock immediately after the closing of the Business Combination.

The maximum number of shares of Common Stock subject to awards granted under the Equity Incentive Plan or any other equity plan maintained by us during any single fiscal year to any non-employee director, taken together with any cash fees paid to the director during the year, will not exceed $300,000 in any calendar year.

The Equity Incentive Plan permits the grant of performance-based stock and cash awards. The Plan Administrator can structure such awards so that stock or cash will be issued or paid pursuant to such award only after the achievement of certain performance goals during a designated performance period.

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Director Compensation

Our Board adopted, non-employee director compensation plan provides that we pay our non-employee directors an annual fee of $20,000, paid in quarterly installments. We also reimburse our directors for their reasonable out of pocket expenses related to their services as a member of our board of directors. In addition, our non-employee directors are also eligible to receive shares of stock pursuant to our 2020 Equity Incentive Plan.

The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2021 by each of our non-employee directors:

Name

 

Fees Paid
in Cash
($)

 

Fees Paid
in Stock
($)

 

Total
($)

Pankaj Dinodia

 

$

20,000

 

$

8,900

 

$

28,900

Mike Gill

 

$

20,000

 

$

8,900

 

$

28,900

Aaron Hodari

 

$

20,000

 

$

8,900

 

$

28,900

Brent Hurley

 

$

20,000

 

$

8,900

 

$

28,900

A.J. Dunklau

 

$

20,000

 

$

8,900

 

$

28,900

Marcy Schwab

 

$

20,000

 

$

8,900

 

$

28,900

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions since January 1, 2021 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of $120,000 or 1% of our average total assets, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under the section entitled “Executive Compensation.” For the purposes of this section, “Megalith” refers to Megalith Financial Acquisition Corp. prior to the Business Combination.

Related Person Policy

Our code of ethics requires us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations includes any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving us.

In addition, our audit committee, pursuant to its charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee constitutes a quorum. Without a meeting, the unanimous written consent of all the members of the audit committee is required to approve a related party transaction.

Founders Shares

On November 13, 2017, MFA Investor Holdings LLC (the “Sponsor”) purchased 4,312,500 Founder Shares for an aggregate price of $25,000. The Founder Shares automatically converted into shares of Common Stock upon the consummation of the Business Combination. MFA Investor Holdings LLC forfeited 80,278 Founder Shares on September 21, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of an initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any thirty (30) trading day period commencing at least one-hundred fifty (150) days after the initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

Placement Warrants

Concurrently with the closing of the Megalith IPO, the Sponsor and Chardan Capital Markets, LLC (“Chardan”) purchased an aggregate of 6,560,000 Placement Warrants at a price of $1.00 per Placement Warrant (5,810,000 by the Sponsor and 750,000 by Chardan) for an aggregate purchase price of $6,560,000. Each whole Placement Warrant is exercisable for one whole share of Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). Concurrently with the underwriter’s partial exercise of the over-allotment, Megalith consummated a private sale of an additional 385,778 Placement Warrants to the Sponsor at a price of $1.00 per Placement Warrant generating gross proceeds of $385,778. The Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. In addition, for as long as the Placement Warrants are held by Chardan or its designees or affiliates, they may not be exercised after five years from August 23, 2018.

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Support Services

The Company entered into an agreement whereby, commencing on August 23, 2018 until January 4, 2021, Megalith paid an affiliate of the Sponsor a monthly fee of $2,000 for office space, as well as certain administrative and support services, as may be required by Megalith from time to time. This agreement terminated upon the Business Combination. In 2021, there were no payments under this agreement.

Megalith paid an entity affiliated with its President and Chief Executive Officer a fee of approximately $7,692 every two weeks until January 4, 2021. This agreement terminated upon the Business Combination. In 2021, there were no payments under this agreement.

Sponsor Share Letter

Pursuant to a letter agreement (the “Sponsor Share Letter”) the Sponsor entered into concurrently with the Merger Agreement, with Megalith and BankMobile, at the consummation of the Business Combination, the Sponsor forfeited 2,932,222 of its Founder Shares, subjected an additional 300,000 of its Founder Shares to potential vesting and forfeiture based on a stock-price based earnout over a seven year period from the Closing, and transferred 101,703 of its Founder Shares to stockholders of Customers Bank at Closing. Sponsor also transferred 178,495 of its Founder shares and 1,311,501 private placement warrants to certain investors in the PIPE Financing.

Registration Rights

The holders of Megalith’s founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed by us, and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. In the case of the founder shares, the lock-up period will expire on the earlier of (A) January 4, 2022, or (B) (x) if the last sale price of Megalith’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any 30-trading day period commencing at least one-hundred fifty (150) days after January 4, 2021, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. In the case of the private placement warrants and the respective Common Stock underlying such warrants, the lock-up period will expire thirty (30) days after January 4, 2021. In the case of Chardan, in addition to the foregoing restriction on transfer of the private placement warrants until thirty (30) days after January 4, 2021, the private placement warrants purchased by Chardan shall not be sold during the offering, or sold, transferred, assigned, pledged or hypothecated for a period of one-hundred eighty (180) days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part or commencement of sales of this offering, except to any member participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction described in this sentence for the remainder of the time period. Additionally, the private placement warrants purchased by Chardan shall not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of one-hundred eighty (180) days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part or commencement of sales of this offering. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110 Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements.

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Customers Bank

Prior to the Business Combination, we were a wholly-owned subsidiary of Customers Bank, which is the wholly-owned bank subsidiary of Customers Bancorp, Inc. Luvleen Sidhu is the daughter of Mr. Jay Sidhu, the Chairman & CEO of Customers Bancorp and the Executive Chairman of Customers Bank. Ms. Luvleen Sidhu has served as our Chief Executive Officer since January 2020 and was previously our President and Chief Strategy Officer.

Jay Sidhu is the Chairman & CEO of Customers Bancorp and Executive Chairman of Customers Bank. Mr. Jay Sidhu also served the Executive Chairman of the board of directors of Megalith through August 7, 2020, and was a controlling member of the Sponsor.

Samvir Sidhu is President and CEO of Customers Bank. He also served on the board of directors of Megalith and was a member of the Sponsor. Mr. Samvir Sidhu is the son of Mr. Jay Sidhu and brother of Ms. Luvleen Sidhu.

Bhanu Choudhrie previously served on the board of directors of Customers Bancorp. Mr. Choudhrie also served on the board of directors of Megalith prior to the Business Combination and was a controlling member of the Sponsor.

Customers Bancorp, Customers Bank, and BankMobile were parties to an Amended and Restated Intercompany Services Agreement (“Intercompany Agreement”) until it was terminated upon the consummation of the Business Combination.

Customers Bank and BankMobile were subject to a Non-Negotiable Demand Promissory Note and Line of Credit Agreement (“Intercompany Note”) until it was terminated upon the consummation of the Business Combination.

Effective upon the consummation of the Business Combination, we entered into with Customers Bank the Transition Services Agreement, Licensing Agreement, Deposit Processing Services Agreement, Non-Competition Agreement and Loan Agreement.

Transition Services Agreement

On January 4, 2021, we entered into that certain Transition Services Agreement (the “Transition Services Agreement”) with Customers Bank, pursuant to which each party agrees for a period of up to twelve months to provide certain transition services listed therein to the other party. In consideration for the services, we will pay Customers Bank a service fee of $12,500 per month, plus any expenses associated with the services. We may terminate the Transition Services Agreement without penalty with at least 30 days advance written notice if we determine there is no longer a business need for the services. In 2021, we paid a total of $150,000 under this agreement. On December 1, 2021, an immaterial portion of the Transition Services Agreement was extended through 3/31/2022 and has now been terminated.

License Agreement

On January 4, 2021, we entered into that certain Software License Agreement (the “License Agreement”) with Customers Bank, providing that we grant a non-exclusive, nontransferable, royalty-free license to use the mobile banking technology to Customers Bank for a period of ten years. The License Agreement may be terminated upon either party’s uncured material breach, provided that if the agreement is terminated for our uncured material breach, then we shall pay Customers Bank an early termination fee equal to the product of $10 million, and the number of whole months remaining in the term divided by 120. The license is subject to certain other restrictions on use and customary conditions set forth in the License Agreement. To date, our Partner Bank has not utilized the Company’s mobile banking technology and zero consideration has been paid or recognized under the Software License Agreement.

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Deposit Servicing Agreement

On January 4, 2021, we entered into that certain Deposit Processing Services Agreement (the “Deposit Servicing Agreement”) with Customers Bank, providing that Customers Bank would establish and maintain deposit accounts and other banking services in connection with customized products and services offered by us, and we would provide certain other related services in connection with the accounts. The initial term continues until December 31, 2022, which shall automatically renew for additional three year terms unless either party gives written notice of nonrenewal within 180 days prior to the expiration of the term. The Deposit Servicing Agreement may be terminated early by either party upon material breach, upon notice of an uncured objection from a regulatory authority, or by us upon 90 days’ written notice upon the satisfaction of certain conditions. As compensation, Customers Bank retains any and all revenue generated from the funds held in the deposit accounts, and in exchange, pays us a 3% servicing fee based on average monthly deposit balances, subject to certain contractual adjustments, and a monthly interchange fee equal to all debit card interchange revenues on the demand deposit accounts, plus the difference between Durbin Exempt and Durbin regulated interchange revenue, and will pass through all customer account fees. In 2021, we were paid a total of $82.3 million under this agreement. Of this amount, $22.8 million was paid directly by Mastercard or individual account holders.

Non-Competition Agreement

On January 4, 2021, Customers Bank entered into that certain Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of and for the benefit of us, our subsidiaries and each of their respective affiliates and successors (each, a “Covered Party”), providing that Customers Bank will not for a period of 4 years after the closing of the Business Combination directly or indirectly engage in the “Business” (as defined in the Non-Competition Agreement) in the Territory (as defined in the Non-Competition Agreement), except for white label digital banking services with previously identified parties and passive investments of no more than 2% of a class of equity interests of a competitor that is publicly traded. Customers Bank also agreed not to directly or indirectly hire or solicit any employees of a Covered Party.

Indemnification Agreements

On January 4, 2021, we entered into standard indemnification agreements with each of our senior officers and directors, requiring us to indemnify him or her against certain liabilities that may arise by reason of their service to us, to the fullest extent permitted by Delaware law.

Loan Agreement

On January 4, 2021, we and our subsidiary BTMX, Inc. entered into a Loan Agreement (the “Debt Agreement”) with Customers Bank (the “Lender”) providing for a line of credit of up to $10 million, subject to a borrowing base requirement based on our and our subsidiary’s accounts receivables. Borrowings made under the Debt Agreement are subject to an interest rate equal to the 1-month London Interbank Offered Rate plus 375 basis points, and are secured by our and our subsidiary’s assets. Borrowed funds may be repaid at any time without penalty. Concurrent with signing the Debt Agreement, we drew approximately $5.4 million under the Debt Agreement to refinance intercompany debt owed by BankMobile to Customers Bank immediately prior to the Closing. In 2021, we repaid the loan in full, and incurred total of $95,717 of interest under this agreement.

On November 29, 2021, the Company entered into an agreement with our Partner Bank which terminated the $10.0 million line of credit. In addition, this agreement also gave the Company the right to any shares that were forfeited as part of the January 4, 2021 Share-Based Compensation Award made by Customers Bank. During the twelve months ended December 31, 2021, 14,500 forfeited shares were reacquired by the Company and 19,000 forfeited shares prior to the execution of the agreement were returned to our Customers Bank.

Warrant Buyback

On March 1, 2022, the Company reached an agreement to reacquire 1,169,963 Private Warrants at a price of $1.69 per warrant, or a total cost of $2.0 million, from Ms. Sherry Sidhu and Mr. Samvir Sidhu who are immediate family members of our CEO. The repurchase settled on March 11, 2022. The transaction price was established based on the range of market prices during the repurchase conversations and was approved by the Company’s Audit Committee.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of shares of our common stock by:

•        each person known by us to be the beneficial owner of more than 5% of any class of our common stock;

•        all executive officers and directors of the Company.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

In the table below, percentage ownership is based on 12,273,438 shares of common stock outstanding as of April 29, 2022. When applicable, the table below includes the Common Stock underlying any Placement Warrants because these securities are exercisable.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is 201 King of Prussia Road, Suite 350, Wayne, PA 19087.

Beneficial Ownership Table

Name and Address of Beneficial Owner

 

Number of
Shares
Beneficially
Owned

 

% of Class

Directors and Named Executive Officers

       

 

Luvleen Sidhu(1)

 

871,748

 

7.10

%

Robert Diegel(2)

 

108,339

 

*

 

James Donahue(3)

 

33,000

 

*

 

James Dullinger

 

 

 

Robert Ramsey(4)

 

61,555

 

*

 

Pankaj Dinodia

 

1,000

 

*

 

Mike Gill

 

1,000

 

*

 

Aaron Hodari(5)

 

10,000

 

*

 

Brent Hurley

 

212,631

 

1.71

%

A.J. Dunklau

 

112,044

 

*

 

Marcy Schwab

 

1,000

 

*

 

All executive officers and directors as a group (11 individuals)

 

1,412,117

 

11.32

%

         

 

Greater than Five Percent Holders:

       

 

Schechter Private Capital Funds(6)

 

3,224,100

 

23.73

%

Walleye Capital LLC(7)

 

1,337,852

 

9.83

%

Pacific Ridge Capital Partners, LLC(8)

 

611,498

 

4.98

%

Bhanu Choudhrie(9)

 

2,001,935

 

14.4

%

____________

*        Less than 1%

(1)      Includes 809,248 shares that Ms. Luvleen Sidhu was directed from CUBI in connection with a severance agreement she entered into with CUBI, which shares are subject to restrictions on transfer and clawback if Ms. Sidhu does not maintain her service to the Company through January 4, 2023. Excludes unvested RSUs.

(2)      Includes 96,339 Merger Consideration Shares that Mr. Diegel was directed from CUBI in connection with a severance agreement he entered into with CUBI, which shares are subject to restrictions on transfer and clawback if Mr. Diegel does not maintain his service to the Company through January 4, 2023. Excludes unvested RSUs.

(3)      Includes 23,000 Merger Consideration Shares that Mr. Donahue was directed from CUBI in connection with a severance agreement he entered into with CUBI, which shares are subject to restrictions on transfer and clawback if Mr. Donahue does not maintain his service to the Company through January 4, 2023. Excludes unvested RSUs.

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(4)      Includes 57,805 Merger Consideration Shares that Mr. Ramsey was directed from CUBI in connection with a severance agreement he entered into with CUBI, which shares are subject to restrictions on transfer and clawback if Mr. Ramsey does not maintain his service to the Company through January 4, 2023. Excludes unvested RSUs.

(5)      Mr. Hodari has indirect interest in the shares of common stock of the Company through his ownership of membership interests in Schechter Private Capital, LLC, but does not have voting or dispositive control over the shares and disclaims ownership of any of the shares of common stock of the Company held by Schechter Private Capital Fund I, LLC. Share amounts are according to Form 4 filed August 16, 2021.

(6)      According to a Form 3 filed with the SEC on February 3, 2021, includes 924,423 shares held by Schechter Private Capital Fund I, LLC — Series Q and 988,176 shares held by Schechter Private Capital Fund I, LLC — Series Q2, 633,892 warrants held by Schechter Private Capital Fund I, LLC — Series Q and 677,609 warrants held by Schechter Private Capital Fund I, LLC — Series Q2. Schechter Private Capital Fund I, LLC is managed by Schechter Private Capital, LLC. Decisions regarding the voting or disposition of the shares held by the foregoing are made by the President of Schechter Private Capital, LLC, Marc Schechter. Mr. Hodari disclaims ownership of any of the shares of common stock of the Company held by Schechter Private Capital Fund I, LLC. The address of Schechter Private Capital Fund I, LLC-Series Q and Schechter Private Capital Fund I, LLC-Series Q2 is 251 Pierce Street, Birmingham, MI 48009.

(7)      According to a Form 13F-HR filed March 3, 2022, Walleye Capital LLC has sole dispositive power over warrants to purchase 1,337,852 shares of the Company’s common stock. According to such filing, the address of Walleye Capital LLC is 2800 Niagara Lane North, Plymouth, MN 55447.

(8)      According to a Schedule 13G filed with the SEC on February 14, 2022, Pacific Ridge Capital Partners, LLC, as investment adviser, has dispositive power over 611,498 shares of common stock. The address of the principal business office of the reporting person is 4900 Meadows Rd, Suite 320, Lake Oswego, OR 97035.

(9)      According to records obtained from the Company’s transfer agent, Mr. Choudhrie is the beneficial owner of 397,415 shares of our common stock and warrants to purchase 1,604,520 shares of the Company’s common stock. Mr. Choudhrie may own additional securities not ascertainable by the Company from the transfer agent’s records.

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of our Common Stock, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than 10% stockholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the year ended December 31, 2021, all Section 16(a) filing requirements applicable to such persons were met in a timely manner, with the following inadvertent exceptions: Robert Diegel, Chief Operating Officer, filed late one Form 4 with respect to one transaction in shares of common stock during the reporting period; Forms 3 for Li Shen and Stephen Baranowski, our former Chief Accounting Officers; Form 3s for James Dullinger and James Donahue with respect to the issuance of RSUs; Luvleen Sidhu, Robert Diegel, and Robert Ramsey filed late Forms 4 with respect to the issuance of RSUs during the reporting period; and Brent Hurley, Aaron Hodari, Pankaj Dinodia, Marcy Schwab, A.J. Dunklau and Mike Gill filed late Form 4s with respect to receiving 1,000 shares each.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected BDO USA, LLP (“BDO”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. WithumSmith+Brown PC (“Withum”) served as the Company’s independent registered public accounting firm in fiscal year 2020 and was the Company’s independent registered public accounting firm until April 27, 2021 when the Audit Committee appointed BDO as the Company’s independent registered public accounting firm, effective April 29, 2021. The Company has been advised by BDO that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of its affiliates, in any capacity. One or more representatives of BDO is expected to be present at this year’s Annual Meeting with an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.

Although the submission of the appointment of BDO is not required by the Company’s bylaws or otherwise, the Board is submitting it to the shareholders for ratification to ascertain their views. If the shareholders do not ratify the appointment, we will not be bound to seek another independent registered public accountant for 2021, but the selection of other independent registered public accounting firms will be considered in future years. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of BDO unless you specify otherwise.

Audit and Other Fees Paid to Independent Registered Public Accounting Firms

We have paid or expect to pay the following fees to BDO for work performed in 2020 and 2021 or attributable to the audit of our 2020 and 2021 consolidated financial statements:

 

Fiscal Year
Ended
December 31,
2021

 

Fiscal Year
Ended
December 31,
2020

Audit Fees paid to BDO

 

$

621,216

 

$

296,237

Audit-Related Fees paid to BDO

 

 

0

 

 

0

Tax Fees paid to BDO

 

 

0

 

 

0

All Other Fees paid to BDO

 

 

0

 

 

100,610

TOTAL FEES PAID TO BDO

 

$

621,216

 

$

396,847

Audit Fees.    Audit fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit of our annual financial statements, the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial statements in accordance with generally accepted auditing standards. This category contains fees for comfort letters, consents, and assistance with and review of documents filed with the SEC.

Audit-Related Fees.    Audit-related fees are assurance related services that traditionally are performed by the independent accountant, not included in the Audit Fees category above, including statutory audits.

Tax Fees.    Tax fees include corporate and subsidiary compliance and consulting.

All Other Fees.    Fees for other services would include fees for products and services other than the services reported above, including any non-audit fees.

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Pre-Approval Policies and Procedures

The Audit Committee has established, and our Board of Directors has approved, a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by BDO USA LLP, the Company’s independent registered accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent registered accounting firm in order to assure that the provision of such services does not impair the firm’s independence.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered accounting firm to management.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2 TO RATIFY THE
APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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AUDIT COMMITTEE REPORT(1)

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2021.

In executing its responsibilities, the Audit Committee has reviewed and discussed our audited financial statements for fiscal year 2021 with our management. The Audit Committee also has discussed with BDO, our independent auditor for fiscal year 2021, the matters required to be discussed by PCAOB Auditing Standard No. AS 1301, “Communications with Audit Committees.” In addition, the Audit Committee has received written disclosures and a letter from our independent auditor delineating all relationships between them and us, consistent with the applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with them matters pertaining to their independence.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the fiscal year 2021 audited financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC. The Audit Committee and Board of Directors have also recommended the selection of BDO USA LLP as our independent auditor for fiscal year 2021.

From the members of the Audit Committee:

Marcy Schwab (Chair)

A.J. Dunklau

Pankaj Dinodia

April 29, 2022

____________

(1)     The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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OTHER BUSINESS

The Board of Directors knows of no other business to be presented for action at the 2022 Annual Meeting of Stockholders. If any matters do come before the meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the meeting. The submission of a proposal does not guarantee its inclusion in our proxy statement or presentation at the meeting unless certain securities law requirements are met.

You are cordially invited to participate in the 2022 Annual Meeting of Stockholders. Whether or not you plan to participate in the meeting, you are requested to indicate your vote as to the matters to be acted on at the meeting by following the instructions provided in the enclosed proxy card or voting instruction form.

 

By order of the Board of Directors

   

   

Robert Ramsey

   

Chief Financial Officer

Wayne, Pennsylvania
May 2, 2022

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Mobile or Internet QUICK EASY IMMEDIATE IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Mobile or Internet vote authorizes the named BM Technologies, Inc. proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on June 14, 2022. INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend the annual meeting, visit: https://cstproxy.com/bmtechnologies/2022 MOBILE VOTING – On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares. PROXY MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Please mark your votes like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. 1. Election of Directors (1) Marcy Schwab (2) A.J. Dunklau (3) Mike Gill FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees listed to the left) 2. Ratification of appointment of BDO USA, LLP as independent registered public accounting firm. FOR AGAINST ABSTAIN (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) 3. To transact such other matters as may properly come before the 2022 annual meeting or any adjournment or postponement thereof. FOR AGAINST ABSTAIN CONTROL NUMBER Signature Signature, if held jointly Date 2022. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

 

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Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders To view the 2022 Proxy Statement, 2021 Annual Report and to Attend the Annual Meeting, please go to: https://www.cstproxy.com/bmtechnologies/2022 PROXY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS BM Technologies, Inc. The undersigned appoints Luvleen Sidhu and Robert Ramsey, and each as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of BM Technologies, Inc. held of record by the undersigned at the close of business on April 29, 2022 at the Annual Meeting of Stockholders of BM Technologies, Inc. to be held on June 15, 2022, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE THREE NOMINEES TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued, and to be marked, dated and signed, on the other side) CITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued, and to be marked, dated and signed, on the other side)

 

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You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. BM Technologies, Inc. c/o Continental Proxy Services 1 State Street, New York NY 10004 BM Technologies, Inc. 201 King of Prussia Road, Suite 350 Wayne, PA 19087 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on JUNE 15, 2022 *Shareholders are cordially invited to attend the Virtual Annual Meeting and to vote on the Internet or any Mobile device. Dear Shareholder, The 2022 Annual Meeting of Shareholders of BM Technologies, Inc. will be conducted virtually over the Internet. You will be able to attend the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting being held on Tuesday, June 15, 2022 at 10:00 AM (Eastern Time) by visiting https://www.cstproxy.com/bmtechnologies/2022. Proposals to be considered at the Annual Meeting: (1) To consider and act upon a proposal to elect three Class II directors to the Company’s Board of Directors; (2) To consider and act upon a proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year ending December 31, 2022; and (3) To transact such other matters as may properly come before the 2022 annual meeting or any adjournment or postponement thereof. The Board of Directors recommends a vote “FOR” all nominees under Proposal 1, and “FOR” Proposals 2 and 3. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Vote at the Meeting – If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend the annual meeting, visit: https://cstproxy.com/ bmtechnologies/2022 Vote Your Proxy on the Internet: Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares. MOBILE VOTING – On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares. CONTROL NUMBER To view the Proxy Materials and attend the annual meeting, please go to: https://www.cstproxy.com/bmtechnologies/2022

 

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BM Technologies, Inc. 201 King of Prussia Road, Suite 350 Wayne, PA 19087 Important Notice Regarding the Availability of Proxy Materials For the 2022 Annual Meeting of Shareholders to be Held On June 15, 2022 The following Proxy Materials are available to you to review at: https://www.cstproxy.com/bmtechnologies/2022 - the Company’s Annual Report for the year ended December 31, 2021. - the Company’s 2022 Proxy Statement. - the Proxy Card. - any amendments to the foregoing materials that are required to be furnished to shareholders This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before May 31, 2022 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company. ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your Control number. REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 917-262-2373, or By logging on to https://www.cstproxy.com/bmtechnologies/2022 or By email at: proxy@continentalstock.com Please include the company name and your control number in the subject line.

 

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