DEF 14A of California BanCorp \ CA
Filed Apr 18, 20240001795815-24-000004
Board of Directors
Board of Directors The following table sets forth certain information about our director nominees, including their ages and year in which they began serving as a director of the Company (or the Bank, if prior to the holding company reorganization on May 15, 2020).
Board of Directors
| Name | Age | Director Since | Compensation, Nominating and Governance Committee Member | Audit and Risk Committee Member | | Frank D. Di Tomaso | 66 | 2021 | | | | Irwin Golds | 68 | 2013 | X | | | Lester Machado | 68 | 2001 | Chair | X | | Richard Martin | 57 | 2023 | | X | | David I. Rainer | 67 | 2022 | | | | Kaveh Varjavand | 61 | 2020 | X | Chair | | David Volk | 47 | 2016 | X | | | Anne Williams | 66 | 2023 | | | | Anita Wolman | 72 | 2020 | X | X |
Board of Directors
| 2024 | Annual Proxy Statement | 16 |
Board of Directors
Set forth below is information about each of the director nominees, including their principal occupation, business experience and qualifications to serve on the Board of Directors.
Board of Directors
| | Frank D. Di Tomaso | | | Frank D. Di Tomaso is a Director of Southern California Bancorp and Bank of Southern California, N.A. He was a founding member of Bank of Santa Clarita and served as its Vice Chairman (2004-2009), Chairman (2009-2021), Executive Vice President (2004-2011), and CEO (2012-2021). Prior to the founding of Bank of Santa Clarita, he held the positions of Senior Vice President and Business Development Officer at City National Bank (1997-2004) and Senior Vice President and Commercial Loan Team Leader (1996-1997). Before joining City National Bank, Mr. Di Tomaso was employed at Metrobank until it was acquired by Comerica Bank and served as the Senior Vice President and Manager of the Asset Based Loan Division of Metrobank (1990-1996). We first appointed Mr. Di Tomaso to our Board under the terms of our merger agreement with Bank of Santa Clarita, in which we agreed to appoint one of Bank of Santa Clarita’s directors to our Board and to nominate that director for reelection at least once. In addition to serving on our Board, Mr. Di Tomaso has served as the Bank’s Executive Director since 2021 and is responsible for matters relating to our integration of Bank of Santa Clarita’s business and the retention of its customers and employees. Mr. Di Tomaso earned his Bachelor of Science degree in Accounting from California State University, Fresno. Mr. Di Tomaso’s extensive experience as an executive and director of banking and financial institutions, as well as his knowledge and leadership capabilities, make him a valuable member of the Board. |
Board of Directors
| 2024 | Annual Proxy Statement | 17 |
Board of Directors
| | Irwin Golds | | | Irwin Golds is Lead Independent Director of Southern California Bancorp and Bank of Southern California, N.A., and serves as Chair of the Directors Loan Committee of the Bank. He is the CEO and co-founder of Capitis Real Estate, a real estate brokerage, escrow, and investment firm serving Southern California. Earlier in his career, Mr. Golds served as partner at law firms Best, Best & Krieger (1981-1988) and Criste, Pippin & Golds, which he cofounded (1994-2003), until retiring from the practice of law in 2003. In addition, he was an organizer and founder of Desert Commercial Bank (2004-2005) and served as director (2006-2012) and Interim President (2009-2010) of Palm Desert National Bank. Mr. Golds received his Bachelor of Arts degree from the University of California, Los Angeles and his Juris Doctor degree from the University of California Hastings College of the Law. He is an active member of the Coachella Valley business community and has also served as a board member of several charitable organizations, including Shelter From the Storm, YMCA, the Coachella Valley Education Foundation, and the Desert Community Foundation. Mr. Golds’ broad range of experience in law and financial services have enhanced the Board’s perspective. He is our Board-designated Independent Lead Director. |
Board of Directors
| | Dr. Lester Machado | | | Dr. Lester Machado is a Founding Director of Southern California Bancorp and Bank of Southern California, N.A., and serves as Chair of the Compensation, Nominating and Governance Committee of the Company. He practiced Oral & Maxillofacial Surgery in San Diego for 32 years (from 1990-2021), serving as Chair of the Division of Maxillofacial Surgery at both Rady Children’s Hospital (2005-2020) and Scripps Mercy Hospital (2000-2021), and is a Fellow of the Royal College of Surgeons of Edinburgh. He is the owner of Lester Machado Fine Art (2018-present) and a partner in Gribardo Vineyards (2017-present), farming wine grapes in Northern California. Dr. Machado received his bachelor’s degree from the University of California, Davis; his DDS degree from University of the Pacific; and his MD degree from Hahnemann University. He currently serves as a trustee of the San Diego Museum of Art and previously served as director for the San Diego Dental Society, San Diego Dental Foundation, Coming Together Foundation, and the Climate Action Campaign. Dr. Machado’s extensive operational and business experience, as well as his passion for diversity and equality, make him a valuable contributor to the Board. |
Board of Directors
| 2024 | Annual Proxy Statement | 18 |
Board of Directors
| | David I. Rainer | | | David I. Rainer has been our Executive Chairman and Chief Executive Officer since September 2022. He previously served as our Executive Chairman from November 2020 and our Executive Chairman, President and Chief Executive Officer from July 2021 to April 2022. Mr. Rainer took a temporary sabbatical from all positions with the Company and the Bank between April 2022 and September 2022. He is a proven leader in growing community banks and most recently served as a Founder, Chairman and CEO of CU Bancorp (Nasdaq: CUNB) and its wholly owned subsidiary California United Bank from 2005 through its sale in 2017. Prior to that, he was the Executive Vice President of Commercial Banking for the Western US at US Bank (NYSE: USB) (2001-2004). Mr. Rainer served two three-year terms on the board of directors of the Federal Reserve Bank of San Francisco, Los Angeles Branch (2011-2016). He is a member of the Price Board of Councilors at the USC Price School of Public Policy and former director of InBank, a Denver-based community bank (2019-2020). He was also recognized as an Ernst & Young Regional Entrepreneur of the Year winner in 2008. Involved in the community, Mr. Rainer previously served on the board of directors for the Boys and Girls Club of the West Valley, Inner City Arts, Junior Achievement, and the LA Urban League. Mr. Rainer received his bachelor’s degree from California State University, Northridge, and his master’s in Business Administration from the University of Southern California. Mr. Rainer’s extensive experience as an executive managing banks and bank holding companies and his proficiency in corporate strategy make him a valuable member of the Board. |
Board of Directors
| 2024 | Annual Proxy Statement | 19 |
Board of Directors
| | Richard Martin | | | Richard Martin is a Director of Southern California Bancorp and Bank of Southern California, N.A. He is the founder and President of R. Martin & Associates, a Certified Public Accounting firm providing business consulting, tax, and accounting services to clients in both the public and private sectors since 2003. From 1995 to 2000 and 2001 to 2003, he served as Senior Manager at PricewaterhouseCoopers, LLP. Prior to that, he worked at KPMG LLP for four years, serving as a Supervising Senior Tax Specialist (1990-1994). Involved in the community, Mr. Martin currently serves on the board of directors for Glendale Memorial Hospital-Dignity Health, City of Burbank Treasurer’s Oversight Committee, and the foundation board for Village Christian Schools. Mr. Martin previously served on the board of directors, Audit Committee, Assets and Liability Committee and Nominating Committee for Americas United Bank (2006-2018); and the board of directors and audit committees for several not-for-profit organizations, including the Burbank YMCA and Glendale Community College’s Advisory Board for the Accounting department. Mr. Martin received his bachelor’s degree from California State University, Northridge, and attended Golden Gate University for a master’s degree in taxation. He is a Certified Public Accountant (active) in the State of California. He is also a member of several professional organizations including the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants and Latino Deal Makers. Mr. Martin’s substantial consulting and accounting experience in both the public and private sectors lend considerable strength to the Board. He is one of the Company’s Board-designated “audit committee financial experts.” |
Board of Directors
| 2024 | Annual Proxy Statement | 20 |
Board of Directors
| | Kaveh Varjavand | | | Kaveh Varjavand is a Director of Southern California Bancorp and Bank of Southern California, N.A., and serves as Chair of the Audit and Risk Committee of the Company. In addition to providing consulting services to the financial institutions industry as an independent consultant, Mr. Varjavand founded MMK Ventures, Inc. in 2021, which holds and operates several web-based assets. He was the Founder and President of AARCS, LLC (Accounting, Audit and Reporting Consulting Services), a boutique firm providing consulting services to the financial industry from 2013-2023. From 2006 to 2013, he served as the Partner-in-Charge of the Southern California Financial Services Group at Moss Adams LLP. Prior to that, he worked at KPMG LLP for 16 years, including serving as a Financial Services Audit Partner for more than 7 years. He also served as a director and chair of the Audit Committee of CU Bancorp (Nasdaq: CUNB) and its wholly owned subsidiary California United Bank from 2015 to 2017. Mr. Varjavand received his bachelor’s degree from the University of Kentucky. He is a Certified Public Accountant (retired) in the State of California. He is also a member of the American Institute of Certified Public Accountants and California Society of CPAs. Mr. Varjavand’s significant experience serving the financial services industry, specifically in the areas of audit and risk management, has considerably strengthened the Board. He is one of the Company’s Board-designated “audit committee financial experts.” |
Board of Directors
| 2024 | Annual Proxy Statement | 21 |
Board of Directors
| | David Volk | | | David Volk is a Director of Southern California Bancorp and Bank of Southern California, N.A. He is a principal at Castle Creek Capital, an alternative asset management firm focused on the community banking industry and located in San Diego, California. He started with Castle Creek Capital in 2005, having led or supported investments in numerous capitalizations, distressed, and growth situations. Prior to joining the firm, he worked as an associate with TW Associates Capital, Inc. and Ernst & Young. Mr. Volk serves on our Board under an agreement that we made with Castle Creek Capital Partners VI LP in connection with its initial investment in the Company. The agreement grants Castle Creek Capital the right to designate a representative to serve on our Board for so long as it beneficially owns at least 5.0% and not less than 891,284 shares of our common stock. Mr. Volk currently serves as a director of Spend Life Wisely Co./First United Bank & Trust Co. (2023) in Oklahoma and Texas, Bank of Idaho/Bank of Idaho Holding Company (2019), and Bridgewater Bancshares/Bridgewater Bank (2017) in Minnesota. He previously served a a director of InBankshares Corp/Inbank (2022-2023). Mr. Volk received his bachelor’s degree from Santa Clara University and his master’s degree from the University of Virginia. Mr. Volk’s extensive experience in investment, transactional and financial analysis within the community banking industry and his service on multiple bank boards enables him to be a significant contributor to the Board, as well as provides the perspective of a significant investor in the Company. |
Board of Directors
| 2024 | Annual Proxy Statement | 22 |
Board of Directors
| | Anne Williams | | | Anne Williams is a Director of Southern California Bancorp and Bank of Southern California, N.A. She is an accomplished credit risk professional with over 35 years of industry experience. Most recently, she was the EVP and Chief Credit Officer of Bank of Southern California, N.A (2020-2023). Prior to that she was with California United Bank where she served as Executive Vice President, Chief Credit Officer (2004-2017) and Chief Operating Officer (2008-2017) and was a bank Director (2009-2014). Prior to that, Ms. Williams served as Senior Vice President and Credit Risk Manager for US Bank’s Commercial Banking Market for the State of California (1999-2004) and was previously the Executive Vice President and Chief Credit Officer at California United Bank and its successor, Pacific Century Bank (1992-1999). Active in the community, Ms. Williams previously served on the board of the Valley Economic Development Center, Inc. and is a former board member of the Los Angeles Local Development Corporation, the California Economic Development Lending Initiative, and the Park Advisory Board for the Pan Pacific Recreation Complex. Ms. Williams received her bachelor’s degree from Mount Holyoke College. Ms. Williams’ extensive experience in developing and growing commercial banking platforms makes her a valuable member of the Board. |
Board of Directors
| | Anita Wolman | | | Anita Wolman is a Director of Southern California Bancorp and Bank of Southern California, N.A., and serves as Chair of the Strategic Planning Committee of the Company. She is an experienced Executive, having served in senior officer roles and as General Counsel for multiple financial institutions. Most recently, she was a founder of and served as Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary at CU Bancorp (Nasdaq: CUNB) and its wholly owned subsidiary California United Bank from inception until its acquisition (2005-2017). Prior to that, she held General Counsel positions at California Commerce Bank and Pacific Century Bank. Ms. Wolman has also been an advisory board member of Lowell Milken Center for Business Law (UCLA School of Law) since 2017. Ms. Wolman received both her bachelor’s in Political Science and Juris Doctor degrees from the University of California, Los Angeles. Ms. Wolman’s expansive background in law and corporate governance and her knowledge of compliance and regulatory matters have made her a particularly valued member of the Board. |
Board of Directors
| 2024 | Annual Proxy Statement | 23 |
Board of Directors
Board of Directors
Director Compensation
Director Compensation The CNG Committee evaluates director compensation and recommends to the Board compensation for non-employee directors, and the Board approves the directors’ compensation for each fiscal year. The Company reimburses its directors for reasonable travel, food, accommodation and other business-related expenses incurred in relation to their service on the Board and committees. Each of the directors of the Company also serves as a member of the Bank’s Board of Directors. During 2023, we paid our non-employee directors a monthly cash fee of $4,000. The Lead Director received an additional monthly cash fee of $2,000, and the Chair of a Board Committee or a Committee of the Board of Directors of the Bank received an additional Chair Fee of $2,000 per month. In addition to cash compensation, each of the non-employee directors was granted a number of restricted shares having a fair market value at grant equal to $36,000 (or pro-rata share of fees, as applicable) with all such shares to be vested on January 3, 2024. Bank-owned life insurance (“BOLI”) represents the taxable fringe benefit of purchased BOLI by the Bank with the directors as the insured party, whereby the benefit to each director is 100% of the death benefit in excess of the investment in BOLI. Group-term life insurance represents the taxable fringe benefit associated with the maximum of $250,000 term life insurance for each director at December 31, 2023. The following table sets forth the compensation to each of our directors for services during 2023 other than Mr. Rainer, our Chief Executive Officer, who received no additional compensation for his service as a director.
Director Compensation
| | Fees Earned or Paid in | Stock | All Other | | | Name | Cash | Awards (1) | Compensation (7) | Total | | Frank D. Di Tomaso (2) | $— | $— | $304,835 | $304,835 | | John Farkash (3) | 48,000 | 36,002 | 3,966 | 87,968 | | Irwin Golds | 96,000 | 36,002 | 2,412 | 134,414 | | Lester Machado | 72,000 | 36,002 | 3,025 | 111,027 | | Richard Martin (4) | 28,000 | 25,005 | 602 | 53,607 | | Kaveh Varjavand | 72,000 | 36,002 | 1,032 | 109,034 | | David Volk (5) | 48,000 | 36,002 | 838 | 84,840 | | Anne Williams (6) | 28,000 | 23,010 | 1,000 | 52,010 | | Anita Wolman | 72,000 | 36,002 | 1,236 | 109,238 |
Director Compensation
| 2024 | Annual Proxy Statement | 29 |
Director Compensation
(1)Restricted shares were granted to non-employee directors for their service provided during 2023. The dollar value of restricted stock units represents the aggregate grant date fair value of awards granted during the applicable fiscal year as computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. (2)Represents amounts paid to Mr. Di Tomaso pursuant to his employment agreement with the Bank, including a cash bonus of $80 thousand for service provided in 2023, which was paid in 2024. See “ Agreements with Executive Officers.” (3)Mr. Farkash resigned from his role as director on January 16, 2024. (4)Mr. Martin was appointed to the Company Board of Directors effective as of May 18, 2023. (5)Mr. Volk’s Board fees are paid directly to Castle Creek Advisors IV LLC. Mr. Volk’s restricted shares were issued to Castle Creek Advisors IV LLC at vesting. (6)Ms. Williams retired from her role as Executive Vice President and Chief Credit Officer effective May 31, 2023. She continues to serve as a director of the Company. (7)Other compensation includes the taxable fringe benefit of purchased BOLI by the Bank with directors as the insured party and group-term life insurance premiums. The following table presents: (a) the number of stock awards granted to each non-employee director during 2023 (all of which were in the form of restricted stock units (“RSUs”), the grant date fair values of which are reflected in the table above; (b) the aggregate number of outstanding unvested RSUs held by each non-employee director as of December 31, 2023; and (c) the aggregate number of outstanding options (both vested and unvested) held by each non-employee director at December 31, 2023. The RSUs granted to the non-employee directors during 2023 vested in full on January 3, 2024.
Director Compensation
| | Stock Awards in the 2023 Summary | Aggregate Awards Outstanding as of December 31, 2023 | | | | Table of Director Compensation Above | Aggregate Number of | | | Name | Number of Stock Awards (a) | Unvested RSUs Outstanding (b) | Options Outstanding (c) | | Frank D. Di Tomaso | — | — | — | | John Farkash (1) | 2,178 | 544 | 47,500 | | Irwin Golds (2) | 2,178 | 544 | 35,000 | | Lester Machado (2) | 2,178 | 544 | 15,500 | | Richard Martin | 1,629 | 1,629 | — | | Kaveh Varjavand | 2,178 | 544 | — | | David Volk (2) | 2,178 | 544 | 17,500 | | Anne Williams | 1,499 | 1,499 | — | | Anita Wolman | 2,178 | 544 | — |
Director Compensation
(1)Options outstanding included unvested stock options totaled 3,000 shares, all of which were forfeited on January 16, 2024, subsequent to Mr. Farkash resignation from our Board of the same date. (2)Options outstanding included unvested stock options totaled 1,500 shares scheduled to vest on February 20, 2024.
Outstanding Equity Awards
Outstanding Equity Awards The following table provides information for each of our named executive officers regarding outstanding stock options and restricted share units held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards
| | | Number of | Number of | Option | | Number | Market Value | | | | Underlying | Underlying | Exercise | Option | of Shares or | of Shares or | | | Grant | Unexercised Options- | Unexercised Options- | Price | Expiration | Units of stock that Have | Units of Stock that Have | | Name | Date | Exercisable | Unexercisable | ($) | Date | Not Vested | Not Vested (1) | | David I. Rainer | 11/5/2020(2) | — | — | — | — | 141,176 | $2,449,404 | | Chief Executive Officer of the Company and the Bank | 3/29/2022(3) | — | — | — | — | 16,181 | $280,740 | | | 3/1/2023(4) | — | — | — | — | 15,442 | $267,919 | | Thomas G. Dolan | 10/26/2020(5) | — | — | — | — | 28,235 | $489,877 | | Executive Vice President Chief Financial Officer of the Company, and Chief Operating Officer of the Company and the Bank | 3/4/2022(6) | — | — | — | — | 5,845 | $101,411 | | | 5/5/2022(7) | — | — | — | — | 3,365 | $58,383 | | | 3/1/2023(4) | | | | | 12,353 | $214,325 | | Richard Hernandez | 11/2/2020(8) | — | — | — | — | 22,472 | $389,889 | | President of the Company and the Bank | 3/4/2022(6) | — | — | — | — | 7,576 | $131,444 | | | 5/5/2022(7) | — | — | — | — | 13,459 | $233,514 |
Outstanding Equity Awards
(1)Based on the closing price of the Company’s common stock of $17.35 on December 31, 2023. (2)Represents restricted stock granted pursuant to Mr. Rainer’s employment agreement, which will vest in equal installments over a two-year period beginning on December 1, 2024. (3)Represents restricted stock that will vest in equal installments over a two-year period beginning on March 29, 2023. (4)Represents restricted stock that will vest in equal installments over a two-year period beginning on March 1, 2024. (5)Represents restricted stock that will vest in equal installments over a two-year period beginning on December 1, 2024. (6)Represents restricted stock that will vest in equal installments over a two-year period beginning on March 4, 2023. (7)Represents restricted stock that will vest in equal installments over a two-year period beginning on May 5, 2023. (8)Represents restricted stock that will vest in equal installments over a five-year period beginning on December 1, 2021.
Outstanding Equity Awards
| 2024 | Annual Proxy Statement | 42 |