DEF 14A of Mechanics Bancorp, Apr 16, 2026

DEF 14A of Mechanics Bancorp

Filed Apr 16, 2026 · FY20250001518715-26-000038

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS

  2. Director Compensation

    Director Compensation All directors of the Company also serve as directors of Mechanics Bank. We believe that our overall non-employee director compensation program is reasonable and appropriate based on our review of Peer Group financial institution data and the data provided by Pay Governance, the Compensation Committee’s independent external compensation consultant. Non-Employee Director Compensation Pre-Merger In 2025, non-employee legacy HomeStreet directors were paid an annual retainer of $105,000. Chairs of the Compensation Committee, N&G Committee and Risk Committee each earned an additional $3,750 annual retainer. The Audit Committee chair earned an additional $5,000 annual retainer. Chairs of legacy HomeStreet’s Finance Committee and Credit Committee each earned an additional $2,500 annual retainer. Legacy HomeStreet’s lead independent director earned an additional $7,500. Legacy HomeStreet’s Executive Committee board members each earned an additional $2,500. All fees are paid on a quarterly basis, in cash. Non-Employee Director Compensation Post-Merger In 2025, directors of the Company were paid an annual retainer of $75,000, pro-rated post-Merger. The Audit Committee chair earned an additional $20,000 annual retainer, pro-rated post-Merger. The Compensation Committee chair earned an additional $10,000 annual retainer, pro-rated post-Merger. The following table shows the compensation earned by each of our directors for 2025. Mr. Webb received no fees. Mr. Webb is compensated for his services through the Bank Services Agreement, as amended, between Mechanics Bank and GJF Financial Management II, LLC. Accordingly, he will not be paid separate fees by the Company for his service on the Board. He will be, however, reimbursed for expenses incurred by him to attend meetings of the Board.

  3. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | | Carl B. Webb | — | | E. Michael Downer | 28,300 | | Patricia Cochran | 31,700 | | Adrienne Y. Crowe | 25,000 | | Douglas Downer | 25,000 | | Nancy D. Pellegrino | 127,500 | | Kenneth D. Russell | — | | Jon R. Wilcox | 25,000 | | Scott Boggs | 112,500 | | Sandra Cavanaugh | 116,250 | | Jeff Green | 112,500 | | Joanne Harrell | 108,750 | | Jim Mitchell | 135,000 | | S. Craig Tompkins | 102,500 |

  4. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the compensation awarded to, earned by, or paid to our named executive officers during 2025 and 2024, to the extent required by SEC executive compensation disclosure rules:

  5. Summary Compensation Table

    | Name and Principal Positions | Year | Salary ($) | Bonus | Stock Awards ($) (1) | Non-Equity Plan Compensation Earnings ($) (2),(3) | All Other Compensation ($) (4) | Total ($) | | C.J. Johnson | 2025 | — | — | — | — | — | — | | President and Chief Executive Officer | | | | | | | | | Nathan Duda | 2025 | 200,000 | 277,800 | 299,998 | 300,000 | 19,513 | 1,097,311 | | Executive Vice President and Chief Financial Officer | | | | | | | | | Scott Givans | 2025 | 179,000 | 216,400 | 262,501 | 262,500 | 16,369 | 936,770 | | Executive Vice President and Chief Credit Officer | | | | | | | | | Mark K. Mason | 2025 | 1,273,881 | — | — | 1,419,382 | 3,938,305 | 6,631,568 | | Former Chief Executive Officer | 2024 | 850,298 | — | 858,459 | 253,570 | 21,142 | 1,983,469 | | John M. Michel | 2025 | 352,002 | — | — | 497,504 | 1,683,548 | 2,533,054 | | Former Chief Financial Officer, EVP | 2024 | 486,658 | — | 346,884 | 116,100 | 70,014 | 1,019,656 | | William D. Endresen | 2025 | 309,449 | — | — | 480,810 | 1,844,529 | 2,634,788 | | Former Commercial Real Estate President, EVP | 2024 | 427,890 | — | 254,155 | 441,782 | 17,937 | 1,141,764 |

  6. Summary Compensation Table

    (1)Amounts represent the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual value that may be realized by the NEO upon vesting or settlement of such awards. For each RSU award, the grant date fair value is calculated using the closing price of our common stock on the grant date. For additional information on the valuation assumptions for these stock awards, see the Note on “Share-Based Compensation Plans” in the financial statements filed with our Annual Report on Form 10-K for the respective year end. (2)Represents amounts earned for services rendered during the fiscal year, whether or not actually paid during such fiscal year under the Annual Incentive Plans. (3)Includes deferred compensation for Messrs. Mason, Michel and Endresen that vested in full on the effective date of their termination without cause; also includes annual incentive payments for 2025 that were pro-rated based on target performance levels and paid after the closing of the Merger; and for Mr. Endresen, includes an incentive payment paid quarterly. See section entitled Deferred Compensation Agreements. (4)Includes (i) for Mr. Duda, dividends paid on RSUs of $16,513 and a car allowance of $3,000; (ii) for Mr. Givans, dividends paid on RSUs of $16,369; (iii) for Mr. Mason, cash dividend of $21,354 paid on RSUs, medical expenses pursuant to Change in Control of $44,226, severance payment pursuant to Change in Control of $3,853,275, life insurance of $528, health club membership of $2,611, 401(k) matching contributions of $13,800, and parking of $2,512 in 2025; 401(k) matching contributions of $13,800, health club membership of $3,575, and parking of $3,767 in 2024; (iv) for Mr. Michel, cash dividend of $7,334 paid on RSUs, medical expenses pursuant to Change in Control of $43,830, severance payment pursuant to Change in Control of $1,613,240, life insurance of $528, housing and relocations benefits of $2,306, 401(k) matching contributions of $13,800, and parking of $2,512 in 2025; 401(k) matching contributions of $13,800, housing and relocation of $52,447, and parking of $3,767 in 2024; and (v) for Mr. Endresen, cash dividend of $5,374 paid on RSUs, incentive bonus of $16,585 paid in 2025, medical expenses pursuant to Change in Control of $44,226, severance payment pursuant to Change in Control of $1,763,340, 401(k) matching contributions of $13,800, parking of $874 and life insurance of $257 for 2025 and 401(k) matching contributions of $13,800 and parking of $4,137 in 2024. Deferred Compensation Agreements In December 2024, legacy HomeStreet entered into deferred compensation agreements (the “Agreements”) with Mark Mason, former Chief Executive Officer of legacy HomeStreet, John Michel, former Chief Financial Officer of legacy HomeStreet and William Endresen, former Executive Vice President, Commercial Real Estate of HomeStreet Bank in lieu of equity awards they would have been granted under legacy HomeStreet’s Amended and Restated 2014 Executive Incentive Plan (the “Plan”) which expired in March 2024. Legacy HomeStreet entered into deferred compensation agreements, effective as of January 1, 2025, with Mr. Mason, Mr. Michel, and Mr. Endresen. Under their respective agreements, Mr. Mason, Mr. Michel, and Mr. Endresen were entitled to receive $855,088, $293,638, and $215,150, respectively, with 50% of the amount, for each executive, vesting in equal installments on each of the next three anniversaries of the effective date his agreement (the “Annual Vesting Amount”) and the remaining 50% vesting in full on the third anniversary of the effective date of his agreement (the “Cliff Vesting Amount”), subject, in each case, to the executive’s continuous service through the applicable vesting date. If the executive’s service terminated due to death or disability, the executive was deemed to have vested in a pro rata portion of the Annual Vesting Amount and the Cliff Vesting Amount as of the date of such termination. If the executive’s service terminated on or prior to January 1, 2028 as a result of the executive’s retirement on or after age 65, the executive was to vest in a pro rata portion of the deferred compensation amount. If a “Change in Control” (as defined in the Agreements) occurred prior to January 1, 2028, and the executive’s service was terminated without “cause” (as defined in the Agreements), in connection with the Change in Control or within 12 months following such Change of Control, then the deferred compensation amount was deemed to have vested in full on the effective date of the termination of the executive’s service. If the executive’s service terminated at the initiation of the executive for “Good Reason” (as defined in the Agreements), the deferred compensation amount for that executive was to be deemed vested in full on the effective date of the termination of the executive’s service. The preceding three paragraphs are a summary of the material terms of the deferred compensation agreements, and the summary does not purport to be complete. A copy of the form of the deferred compensation agreements applicable to Messrs. Michel, Endresen and Mason is filed as Exhibit 10.13 to the fiscal year end 2025 Form 10-K. Mechanics Bancorp CEO Compensation Pursuant to that certain Bank Services Agreement, as amended, between Mechanics Bank and GJF Management, the Company compensates GJF Management up to $10 million per annum for services rendered by GJF Management, and GJF Management compensates certain personnel of Ford Management II, L.P. and Ford Management III, L.P., including Mr. Johnson, for their services to the Company. See the section entitled “Certain Relationships And Related Transactions” for more information on the Mechanics Bank Services Agreement. Bonus The Company approved a one-time special bonus to Mr. Duda in the amount of $177,800 and to Mr. Givans in the amount of $116,400 in connection with the completion of the Merger. Mr. Duda and Mr. Givans also each received a $100,000 discretionary bonus. Annual Cash Incentives The Company’s Annual Incentive Plan provides for annual performance-based cash bonuses to certain key employees selected by the Compensation Committee for participation. The Annual Incentive Plan is designed to reward executives whose performance during the fiscal year enabled the Company to achieve favorable business results and to assist the Company in attracting and retaining executives. A participant may receive a cash bonus under the Annual Incentive Plan based on the attainment, during each performance period, of certain individual and corporate performance objectives that are established by the Compensation Committee in support of the Company’s business strategy. These performance objectives may be based on one or more performance criteria. The performance objectives may be applied with respect to Mechanics Bancorp or any one or more of its divisions, business units or business segments and may be applied to performance relative to a market index or a group of other companies. The Compensation Committee may adjust the performance goals applicable to any awards to reflect any unusual or non-recurring events. Participation in the Annual Incentive Plan does not guarantee the payment of an award. All awards payable pursuant to the Annual Incentive Plan are discretionary and subject to approval by the Compensation Committee. After the performance period ends, the Compensation Committee determines the payment amount, if any, of individual awards based on the achievement of the performance objectives. The payment of a cash bonus to a participant for a performance period is conditioned upon the participant’s active employment on the date that the final awards are paid. Mechanics Bancorp may amend or terminate the Annual Incentive Plan at any time.

  7. Summary Compensation Table

    Based upon financial and individual performance measures and the Compensation Committee’s discretion, the 2025 annual cash incentive payments were awarded as follows:

  8. Employment Agreements and Change in Control Agreements

    | Outstanding Equity Awards at 2025 Fiscal Year-End | | | | | | | | | STOCK AWARDS | | | | | NEO | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | C.J. Johnson (3) | — | — | — | — | — | | Nathan Duda (4) | 9/2/2025 | 3,017 | 44,139 | — | — | | | 9/2/2025 | 13,117 | 191,902 | — | — | | | 9/26/2025 | 16,364 | 239,405 | — | — | | Scott Givans (5) | 9/2/2025 | 3,017 | 44,139 | — | — | | | 9/2/2025 | 12,493 | 182,773 | — | — | | | 9/26/2025 | 14,319 | 209,487 | — | — | | Mark K. Mason (6) | — | — | — | — | — | | John M. Michel (6) | — | — | — | — | — | | William D. Endresen (6) | — | — | — | — | — |

  9. Pay Versus Performance

    Pay Versus Performance This section provides disclosure about the relationship between executive compensation actually paid to the Company’s principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

  10. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2) | | | | Value of Initial Fixed $100 Investment Based On: | | | Year | Mark K. Mason | C.J. Johnson | Mark K. Mason | C.J. Johnson | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (3) | Total Shareholder Return | Net Income (Loss) (in thousands) | | 2025 | $6,631,568 | $— | $6,887,819 | $— | $1,800,481 | $1,922,671 | $55.87 | $265,739 | | 2024 | $1,983,469 | $— | $2,069,641 | $— | $1,080,710 | $1,116,024 | $43.76 | $(144,344) | | 2023 | $1,864,109 | $— | $944,692 | $— | $1,081,412 | $793,688 | $39.70 | $(27,508) |

  11. Pay Versus Performance

    (1)The amounts included in this column reflect the summary compensation table total for C.J. Johnson and Mark K. Mason for 2025 and for Mark K. Mason for years 2024 and 2023. C.J. Johnson was appointed President and Chief Executive Officer on September 2, 2025, in connection with the closing of the Merger. The following table lists the PEO and non-PEO NEOs for each of fiscal years 2025, 2024 and 2023.

  12. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | C.J. Johnson and Mark K. Mason | Nathan Duda, Scott Givans, John M. Michel and William D. Endresen | | 2024 | Mark K. Mason | John M. Michel and William D. Endresen | | 2023 | Mark K. Mason | John M. Michel and William D. Endresen |

  13. Pay Versus Performance

    In connection with the Merger, on September 2, 2025, Nathan Duda and Scott Givans were appointed the Chief Financial Officer and Chief Credit Officer, respectively. John M. Michel and William D. Endresen resigned from their positions with the Company on September 2, 2025. (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to the NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “2025 Summary Compensation Table” for additional information). The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Johnson in 2025 and Mr. Mason in 2023, 2024 and 2025, in accordance with the Pay Versus Performance Rules.

  14. Pay Versus Performance

    | Equity Award Adjustments | | | | | | PEO and Year | Reported Summary Compensation Table Total for PEO | Less: Reported Value of Equity Awards | Plus: Equity Award Adjustments | Compensation Actually Paid to PEO | | C.J. Johnson | | | | | | 2025 | $— | $— | $— | $— | | Mark K. Mason | | | | | | 2025 | $6,631,568 | $— | $256,251 | $6,887,819 | | 2024 | 1,983,469 | 858,459 | 944,631 | 2,069,641 | | 2023 | 1,864,109 | 825,697 | (93,720) | 944,692 |

  15. Pay Versus Performance

    (3) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to the non-PEO NEOs in accordance with the Pay Versus Performance Rules for 2023, 2024 and 2025:

  16. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Less: Average Reported Value of Equity Awards | Plus: Average Equity Award Adjustments (4) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,800,481 | $281,250 | $403,440 | $1,922,671 | | 2024 | 1,080,710 | 300,519 | 335,833 | 1,116,024 | | 2023 | 1,081,412 | 245,630 | (42,094) | 793,688 |

  17. Pay Versus Performance

    (4) For 2025, this includes the change in value of Incentive Units and RSUs that were assumed on 9/2/2025 from the date of the Merger.

  18. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to the NEOs aligns with the Company’s financial performance as measured by TSR and net income. Compensation Actually Paid and TSR Compensation Actually Paid and Net Income