CALIFORNIA BANCORP (BCAL)
Sector: Financials
2026 Annual Meeting Analysis
CALIFORNIA BANCORP · Meeting: May 27, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2024 (joined via merger), well within the 24-month new-director exemption from the TSR trigger; strong accounting credentials as a former CPA firm CEO and designated audit committee financial expert make him well-qualified for the board.
Director since 2024 (joined via merger), within the 24-month new-director exemption from the TSR trigger; serves as Lead Independent Director with extensive commercial real estate and prior bank board experience.
Director since 2024 (joined via merger), within the 24-month new-director exemption; serves as Chair of the Compensation, Nominating and Governance Committee and is a designated audit committee financial expert with CFO-level business experience.
Director since 2021; the company's 3-year price return is +20.3% and the gap versus the QABA community bank benchmark is -39.4 percentage points, which does not meet the 65-percentage-point threshold required to trigger a negative vote for a strong-positive-TSR company, so the TSR trigger does not fire; Di Tomaso brings over 40 years of banking experience including roles as bank founder, chairman, and CEO.
Director since 2024 (joined via merger), within the 24-month new-director exemption; chairs the Audit and Risk Committee and is a designated audit committee financial expert with a Goldman Sachs and community banking background.
Longest-tenured director (since 2001); the 3-year gap versus the QABA community bank benchmark is -39.4 percentage points, which falls well short of the 65-percentage-point threshold required to trigger a negative vote given the company's strong-positive absolute 3-year TSR of +20.3%, so no TSR trigger applies; no attendance, overboarding, or independence concerns identified.
Director since 2020; the 3-year TSR gap versus the QABA community bank benchmark is -39.4 percentage points, below the 65-percentage-point threshold required to trigger a negative vote for a strong-positive-TSR company; brings relevant agricultural and small-business lending market knowledge.
Director since 2022; the 3-year TSR gap versus the QABA community bank benchmark is -39.4 percentage points, which does not meet the 65-percentage-point threshold for a negative vote given the company's strong-positive absolute 3-year TSR; as CEO and Chairman he is subject to the same TSR trigger as other directors but that trigger does not fire here; no overboarding, attendance, or independence concerns identified.
Director since 2017; the 3-year TSR gap versus the QABA community bank benchmark is -39.4 percentage points, which does not meet the 65-percentage-point threshold required to trigger a negative vote for a strong-positive-TSR company; extensive community banking investment expertise and multi-bank board experience; serves on two other public company boards, below the four-board overboarding threshold.
Director since 2023, joined fewer than 36 months ago and her tenure covers less than the full 3-year measurement window, providing mitigating context; classified as non-independent but serves on no audit or compensation committee; brings over 35 years of credit and banking operations experience.
All ten director nominees receive a FOR vote. The company's 3-year absolute price return of +20.3% places it in the strong-positive TSR tier, meaning the QABA community bank benchmark gap would need to exceed 65 percentage points to trigger a negative vote; the actual gap is only -39.4 percentage points, so the TSR trigger does not fire for any director. Six of the ten nominees joined the board in 2024 following the merger with California BanCorp (CALB) and are within or near the 24-month new-director exemption window. No overboarding, attendance failures, independence conflicts on audit or compensation committees, or familial relationship issues were identified.
Say on Pay
✓ FORCEO
David I. Rainer
Total Comp
$2,830,368
Prior Support
N/A
The CEO's total reported compensation of $2,830,368 for fiscal 2025 is within a reasonable range for a community bank CEO at California BanCorp's market cap of approximately $596 million, and the compensation structure includes a meaningful variable component — stock awards of $1,728,020 and non-equity incentive pay of $391,254 together represent approximately 75% of total pay, well above the 50-60% variable pay threshold the policy requires. The company discloses a Dodd-Frank-compliant clawback policy, uses multiple objective financial metrics for short-term incentives (pre-tax pre-provision income, asset quality, capital ratios, efficiency ratio, EPS, and tangible book value), and the 2025 stock price gain of 53% significantly outpaced the QABA community bank benchmark's 37% one-year return, supporting the view that above-benchmark incentive pay was earned and aligned with shareholder outcomes. No prior say-on-pay vote history was identified in the filing to flag, and no pay concerns rise to a level warranting a negative vote.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
2 yrs
Audit Fees
$593,000
Non-Audit Fees
$0
RSM US LLP has served as the company's auditor since April 2024, giving it roughly two years of tenure — well below the 25-year threshold that would raise independence concerns. For fiscal year 2025, RSM charged $593,000 in audit fees and zero in non-audit or tax fees, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would trigger a negative vote. RSM is a large national firm appropriate for a company of California BanCorp's size and complexity.
Overall Assessment
The 2026 California BanCorp annual meeting ballot presents three standard proposals — director elections, auditor ratification, and an equity plan approval — with no shareholder-submitted proposals. All ten director nominees and the auditor ratification receive FOR votes under policy; the say-on-pay proposal also passes policy screens given a strong pay-for-performance alignment in 2025, a clawback policy in place, and a variable pay mix well above the required threshold.