DEF 14A of California BanCorp \ CA
Filed Apr 8, 20250001795815-25-000003
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 | | Andrew J. Armanino, Jr. | 60 | 2024 | X | X | | Stephen A. Cortese | 64 | 2024 | X | | | Kevin J. Cullen | 58 | 2024 | Chair | X | | Frank D. Di Tomaso | 67 | 2021 | | | | Rochelle G. Klein | 63 | 2024 | | Chair | | Dr. Lester Machado | 69 | 2001 | X | X | | Richard Martin | 58 | 2023 | X | X | | Frank L. Muller | 68 | 2024 | | | | David I. Rainer | 67 | 2022 | | | | Steven E. Shelton | 64 | 2024 | | | | David Volk | 47 | 2016 | X | | | Anne Williams | 66 | 2023 | | |
Board of Directors
Director Nominee Highlights
Board of Directors
| 8 of 12 Directors are Independent | 100% Independence for CNG, Audit and Risk Committee Chair and Members | | Average Age of Directors – 63 years old | Average Director Tenure – 4 years |
Board of Directors
Effective July 31, 2024, the former California BanCorp (“CALB”) merged with and into the Company, and the former California Bank of Commerce merged with and into Bank (the “Merger”). At the effective time of the Merger, six directors from CALB were appointed to the Board, and six directors of the Company continued their service on the Board. For those directors who joined the Board from CALB, the preceding table is inclusive of their tenure as a director of CALB.
Board of Directors
| 2025 | 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
| | Andrew J. Armanino, Jr. | | | Mr. Armanino was the Managing Partner and Chief Executive Officer of Armanino LLP, a public accounting firm, from 2005 to 2018, at which time he retired and is no longer affiliated with the firm. During his tenure, he successfully led the firm to become the 21st largest CPA and consulting firm in the United States. He is chairman of the board for Moore Global International, an accounting and business advisory network of independent accounting firms. Mr. Armanino is also a board member of Good.Lab, an ESG software company. Additionally, he is a board member of the Armanino Foundation, a community service organization, and serves on the American Institute of CPAs council. Mr. Armanino was a founding member of California BanCorp (Nasdaq: CALB) and California Bank of Commerce, and has been serving on the board since 2013. Following the 2024 merger with Southern California Bancorp (Nasdaq: BCAL) and Bank of Southern California, N.A. Mr. Armanino remains an active board member, leading the Strategic Planning Committee of the Company and Bank. He is one of the Company’s Board-designated “audit committee financial experts.” Mr. Armanino’s significant accounting experience provides in-depth knowledge of generally accepted accounting principles and auditing standards to the Board. With years of providing services to small and medium-sized businesses, he brings valuable insights to the Board regarding these businesses. Mr. Armanino earned his Bachelor’s degree in Accounting from Santa Clara University. |
Board of Directors
| | Stephen A. Cortese | | | Mr. Cortese is the Managing Partner for Cortese Investment Company, an investment firm focused on the acquisition, development, and management of commercial real estate since 1987. Additionally, Mr. Cortese is the general partner of Cortese Real Property, LP, a commercial real estate development firm with holdings in Northern California, since 2003. Mr. Cortese was a founding member and director of California BanCorp (Nasdaq: CALB) and California Bank of Commerce, serving as Chairman of the Board since 2010 until the merger with Southern California BanCorp (Nasdaq: BCAL) and Bank of Southern California, N.A. in July 2024. He serves as the Lead Independent Director of the Company and Bank since the merger. Mr. Cortese has significant experience in real estate management, investment and construction, particularly in the greater San Francisco Bay Area, enabling him to bring valuable insights regarding these matters to the Board. Mr. Cortese earned his Bachelor of Business Administration with an emphasis in Finance from the University of California, Berkeley and his Master of Science in Real Estate Appraisal and Investment Analysis from the University of Wisconsin, Madison. |
Board of Directors
| 2025 | Annual Proxy Statement | 17 |
Board of Directors
| | Kevin J. Cullen | | | Mr. Cullen is the Chief Financial Officer and co-owner of Olson & Company Steel, Inc., a construction company, a position he has held since 2013. He is also a director of Steel Bar Fresno and California Steel Captive. He previously served as Chief Financial Officer of Guarantee Glass, Inc., a subcontractor, from 2008 to 2012, and as Chief Financial Officer and a co-owner of MDC Vacuum, a manufacturing company, from 1998 to 2008. Mr. Cullen was a founding member and director of California BanCorp (Nasdaq: CALB) and California Bank of Commerce and has been serving on the board since 2007. Following the 2024 merger with Southern California Bancorp (Nasdaq: BCAL) and Bank of Southern California, N.A., Mr. Cullen remains an active board member, chairing the Compensation, Nominating and Governance Committee of the Company and Bank. He is one of the Company’s Board-designated “audit committee financial experts.” Mr. Cullen’s business experience, including as the owner of and Chief Financial Officer for construction and manufacturing companies, enables him to bring valuable insights to the Board regarding these small to medium sized businesses. Mr. Cullen a Bachelor’s degree in Liberal Arts with an emphasis on English from University of the Pacific. |
Board of Directors
| | Frank D. Di Tomaso | | | Mr. Di Tomaso has spent over 30 years in banking. 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). Mr. Di Tomaso currently serves as a director of the Company and Bank and has been with the Company since 2021. 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. Mr. Di Tomaso earned his Bachelor of Science degree in Accounting from California State University, Fresno. |
Board of Directors
| 2025 | Annual Proxy Statement | 18 |
Board of Directors
| | Rochelle G. Klein | | | Ms. Klein served as Vice President in the Fixed Income Currency and Commodities Division at Goldman Sachs, in New York, Los Angeles and San Francisco, from 1987 to 2002. She continues to privately invest and consult and was most recently an Advisory Business Development Director for Ocean Gate Capital Management, L.P., in San Francisco and Boston, from 2006 to 2009. Ms. Klein was a founding member and director of California BanCorp (Nasdaq: CALB) and California Bank of Commerce and has been serving on the board since 2007. Following the 2024 merger with Southern California Bancorp (Nasdaq: BCAL) and Bank of Southern California, N.A., Ms. Klein remains an active board member, chairing the Audit and Risk Committee of the Company and Bank. She is one of the Company’s Board-designated “audit committee financial experts." Ms. Klein offers the Board a profound understanding of finance, financial markets, risk management, regulatory requirements, and business development, drawn from over 35 years of experience in both investment and community banking. Her distinguished career includes serving as a senior executive at a leading global investment bank and as a founding Director of a community bank which has successfully completed two mergers. Ms. Klein strives to give back to her community using her financial and development expertise in chairing and serving on numerous philanthropic and higher education boards and foundations. Ms. Klein has a Bachelor of Arts degree with honors and distinction in Economics from Stanford University and a Master’s in Business Administration and a Juris Doctor degree from University of California, Los Angeles. |
Board of Directors
| | Dr. Lester Machado | | | Dr. Machado practiced Oral and Maxillofacial Surgery in San Diego for over 30 years from 1990-2021. Dr. Machado also served as Chairman 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 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. Lester Machado is a founding director of the Company and the Bank and has been serving on the Board since 2001. 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. He 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. |
Board of Directors
| 2025 | Annual Proxy Statement | 19 |
Board of Directors
| | Richard Martin | | | Mr. Martin 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). Mr. Martin has been a director of the Company and the Bank since 2023. Mr. Martin’s substantial consulting and accounting experience in both the public and private sectors lends considerable strength to the Board. He is one of the Company’s Board-designated “audit committee financial experts.” 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. 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 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. |
Board of Directors
| | Frank L. Muller | | | Mr. Muller is the owner of M Three Ranches, LLC in Woodland, California, a farming and farming consulting business, since January 2020. He was previously the co-owner, President and Chief Financial Officer of Muller Ranch, LLC, a farming and farming consulting business, from 1979 to December 2019. Mr. Muller has served on the board of directors for Pacific Coast Producer, an agricultural canning and packaging cooperative, since 1990, including as chairman for the past 15 years. He previously served on the board of directors for the California Department of Food and Agriculture during 2018 and 2019 and, previously, the board of directors of the Federal Crop Insurance Corporation. Mr. Muller’s familiarity with the Northern Central Valley region of California and the agricultural industry bring valuable insights to our Board. Mr. Muller has been serving as a member of the board of California BanCorp (Nasdaq: CALB) and California Bank of Commerce since 2020. Following the 2024 merger with Southern California Bancorp (Nasdaq: BCAL) and Bank of Southern California, N.A., he remains an active board member. He is an active community volunteer with the Yolo County 4-H and Yolo Arts. Mr. Muller has a Bachelor of Science in Agriculture and Managerial Economics from U.C. Davis. |
Board of Directors
| 2025 | Annual Proxy Statement | 20 |
Board of Directors
| | David I. Rainer | | | Mr. Rainer is the Chairman of the Board and Executive Chairman for California BanCorp (Nasdaq: BCAL) and California Bank of Commerce, N.A. Prior to the merger with California BanCorp (Nasdaq: CALB) and California Bank of Commerce, Mr. Rainer served as the Chairman and Chief Executive Officer of Southern California Bancorp and Bank of Southern California, N.A since September 2022. He previously served as the Executive Chairman from November 2020 and the Executive Chairman, President, and Chief Executive Officer from July 2021 to April 2022. A proven leader in growing community banks, Mr. Rainer served as a Founder, Chairman and Chief Executive Officer of CU Bancorp (Nasdaq: CUNB) and its wholly owned subsidiary California United Bank (2005-2017). Prior to that, he spent three years as 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 (2019-2020). He was 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 of 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
| | Steven E. Shelton | | | Mr. Shelton is the Chief Executive Officer and director of California BanCorp (Nasdaq: BCAL) and California Bank of Commerce, N.A. Prior to the merger with Southern California Bancorp and Bank of Southern California, N.A., Mr. Shelton served as the CEO and a director of California Bank of Commerce and director of California BanCorp (Nasdaq: CALB) from 2018 through July 2024. He was a founding executive of California Bank of Commerce in 2007. Mr. Shelton’s banking career has spanned over forty years, entering the commercial banking industry in 1983 in relationship management for Bank of America, followed by 13 years in various executive management positions at CivicBank of Commerce in Oakland, CA. Mr. Shelton received his Bachelor of Science in Business Administration and Finance from California State University, Fresno. In addition, he has a Master of Business Administration in Management from Golden Gate University. Mr. Shelton's extensive experience and leadership in the banking industry, along with his strong educational background, make him a valuable member of the Board. |
Board of Directors
| 2025 | Annual Proxy Statement | 21 |
Board of Directors
| | David Volk | | | Mr. Volk 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 Partners VI LP in 2005, having led or supported investments in numerous recapitalization, 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 so long as it beneficially owns 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 as a director of InBankshares Corp/Inbank (2022-2023). David Volk is a director of the Company and the Bank, joining the board in 2017. 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, and provides the perspective of a significant investor in the Company. Mr. Volk received his bachelor’s degree from Santa Clara University and his master’s degree from the University of Virginia. |
Board of Directors
| | Anne Williams | | | Ms. Williams is an accomplished credit risk professional with over 35 years of industry experience. Most recently and until her retirement, she served as Executive Vice President and Chief Credit Officer of Bank of Southern California (2020- 2023). Previously, she was with California United Bank (Nasdaq: CUNB) where she served as EVP, 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 SVP Manager for US Bank’s Commercial Banking Market for the State of California (1999-2004) and was previously the EVP and Chief Credit Officer at California United Bank and its successor, Pacific Century Bank (1992-1999). Ms. Williams has been a director of the Company and the Bank since 2023. Ms. Williams’ extensive experience in developing and growing commercial banking platforms makes her a valuable member of the Board. 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. |
Board of Directors
| 2025 | Annual Proxy Statement | 22 |
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. The elements of the current compensation program for non-employee directors of the Company and the Bank, which the Board approved effective August 8, 2024, are set forth in the table below, alongside the elements of the program in effect prior to that date. The CNG Committee recommended the current program to the Board after evaluating director compensation paid by other banks comparable in size to the Company following the Merger, which almost doubled the Company’s total assets from less than $2 billion to over $4 billion at December 31, 2024.
Schedule of Current Director Fees
| | Fees Earned or Paid in | Stock | All Other | | | Name | Cash | Awards (1) | Compensation | Total | | Andrew J. Armanino, Jr.(2) | $32,917 | $45,837 | $— | $78,754 | | Stephen A. Cortese(2) | 32,917 | 45,837 | — | $78,754 | | Kevin J. Cullen(2) | 32,917 | 45,837 | — | $78,754 | | Frank D. Di Tomaso (3) | 13,750 | 36,681 | 181,149 | 231,580 | | Rochelle G. Klein(2) | 32,917 | 45,837 | — | 78,754 | | John Farkash (4) | 4,000 | — | — | 4,000 | | Irwin Golds (2)(6) | 56,000 | 36,003 | 430 | 92,433 | | Dr. Lester Machado(6) | 64,917 | 81,840 | 1,424 | 148,181 | | Richard Martin | 50,917 | 81,840 | — | 132,757 | | Frank L. Muller(2) | 22,917 | 45,837 | — | 68,754 | | Kaveh Varjavand(2) | 42,000 | 36,003 | — | 78,003 | | David Volk (5)(6) | 50,917 | 81,840 | 506 | 133,263 | | Anne Williams | 60,917 | 81,840 | — | 142,757 | | Anita Wolman(2) | 42,000 | 36,003 | — | 78,003 |
Schedule of Current Director Fees
| | Stock Awards in the 2024 Summary | Aggregate Awards Outstanding as of December 31, 2024 | | | | Table of Director Compensation Above | Aggregate Number of | | | Name | Number of Stock Awards (a) | Unvested RSUs Outstanding (b) | Options Outstanding (c)(3) | | Andrew J. Armanino, Jr. (1) | 3,146 | 5,370 | — | | Stephen A. Cortese(1) | 3,146 | 7,594 | — | | Kevin J. Cullen(1) | 3,146 | 5,370 | — | | Frank D. Di Tomaso | 2,521 | 2,521 | — | | John Farkash(2) | — | — | — | | Irwin Golds(1) | 2,239 | — | — | | Rochelle G. Klein(1) | 3,146 | 5,370 | — | | Dr. Lester Machado | 5,385 | 5,385 | 7,500 | | Richard Martin | 5,385 | 5,385 | — | | Frank L. Muller(1) | 3,146 | 5,370 | — | | Kaveh Varjavand(1) | 2,239 | — | — | | David Volk | 5,385 | 5,385 | 17,500 | | Anne Williams | 5,385 | 5,385 | — | | Anita Wolman(1) | 2,239 | — | — |
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, 2024.
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) | — | — | — | — | 70,588 | $1,167,526 | | Executive Chairman of the Company and the Bank | 3/1/2023(3) | — | — | — | — | 7,721 | $127,705 | | | 3/1/2024(4) | — | — | — | — | 27,889 | $461,284 | | | 8/2/2024(5) | — | — | — | — | 49,020 | $810,791 | | Steven E. Shelton | 7/31/2024(6) | — | — | — | — | 6,371 | $105,376 | | Director, Chief Executive Officer of the Company and Bank | 7/31/2024(7) | — | — | — | — | 541 | $8,948 | | | 7/31/2024(8) | | | | | 3,625 | $59,958 | | | 7/31/2024(9) | | | | | 1,622 | $26,828 | | | 7/31/2024(10) | | | | | 2,162 | $35,759 | | | 7/31/2024(11) | | | | | 11,358 | $187,861 | | | 8/2/2024(12) | — | — | — | — | 32,680 | $540,527 | | Thomas G. Dolan | 10/26/2020(13) | — | — | — | — | 14,117 | $233,495 | | Executive Vice President Chief Financial Officer of the Company and Chief Strategy Officer of the Bank | 3/1/2023(3) | — | — | — | — | 6,177 | $102,168 | | | 3/1/2024(4) | — | — | — | — | 15,035 | $248,679 | | | 8/2/2024(14) | — | — | — | — | 26,144 | $432,422 | | Richard Hernandez | 11/2/2020(15) | — | — | — | — | 11,236 | $185,843 | | President of the Company and the Bank | 3/4/2022(16) | — | — | — | — | 3,788 | $62,654 | | | 5/5/2022(17) | — | — | — | — | 10,094 | $166,955 | | | 8/2/2024(14) | — | — | — | — | 19,608 | $324,316 | | Thomas Sa(18) | | | | | | | | | Former Executive Vice President and Chief Operating Officer | | NA | NA | NA | NA | NA | NA |
Outstanding Equity Awards
(1)Based on the closing price of the Company’s common stock of $16.54 on December 31, 2024. (2)Represents restricted stock units 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 units that will vest in equal installments over a two-year period beginning on March 1, 2024. (4)Represents restricted stock units that will vest in equal installments over a two-year period beginning on March 1, 2025. (5)Represents restricted stock units granted pursuant to Mr. Rainer’s Amended and Restated Employment Agreement, which will vest in equal installments over a five-year period beginning on August 2, 2025.
Outstanding Equity Awards
| 2025 | Annual Proxy Statement | 46 |
Outstanding Equity Awards
(6)Represents restricted stock units assumed from the Merger that will vest in equal quarterly installments beginning on September 21, 2024 through June 21, 2028. (7)Represents restricted stock units assumed from the Merger that will vest in equal installment over a one-year period beginning on March 19, 2025. (8)Represents restricted stock units assumed from the Merger that will vest in equal installments over a two-year period beginning on March 8, 2025. (9)Represents restricted stock units assumed from the Merger that will vest in equal installments over a three-year period beginning on April 12, 2025. (10)Represents restricted stock units assumed from the Merger that will vest in equal installments over a four-year period beginning on July 27, 2025. (11)Represents restricted stock units assumed from the Merger that will vest in equal installments over a five-year period beginning on March 25, 2025. (12)Represents restricted stock units granted pursuant to Mr. Shelton’s employment agreement with the Company and Bank, which will vest in equal installments over a three-year period beginning on August 2, 2025. (13)Represents restricted stock units that will vest in equal installments over a two-year period beginning on December 1, 2024. (14)Represents restricted stock units that will vest in equal installments over a five-year period beginning on August 2, 2025. (15)Represents restricted stock units that will vest in equal installments over a five-year period beginning on December 1, 2021. (16)Represents restricted stock units that will vest in equal installments over a three-year period beginning on March 4, 2023. (17)Represents restricted stock units that will vest in equal installments over a five-year period beginning on May 5, 2023. (18)Mr. Sa resigned from his role as Chief Operating Officer of the Company and Bank effective September 20, 2024.
Outstanding Equity Awards
| 2025 | Annual Proxy Statement | 47 |