FIVE STAR BANCORP (FSBC)
Sector: Financials
2026 Annual Meeting Analysis
FIVE STAR BANCORP · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2020; FSBC's 3-year return of +105.5% outpaces the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by +60.7 percentage points, below the 65-point threshold needed to trigger an AGAINST vote; no overboarding, attendance, or independence concerns.
Director since 2021; strong stock performance relative to QABA (First Trust NASDAQ ABA Community Bank Index) clears the policy threshold; deep banking experience is directly relevant; no attendance, independence, or overboarding concerns.
Director since 1999 with extensive management experience; FSBC's outperformance of QABA (First Trust NASDAQ ABA Community Bank Index) by +60.7 percentage points falls below the 65-point trigger threshold; his outside board seats (Teichert Inc. and Pacific Coast Building Products, Inc.) are both private companies, so no overboarding concern applies.
CEO and director since 2003; as an executive director he is subject to the same TSR test as independent directors, but FSBC's +60.7 percentage point outperformance of QABA (First Trust NASDAQ ABA Community Bank Index) does not reach the 65-point trigger threshold; no attendance or independence concerns.
Director since 2020; TSR outperformance versus QABA (First Trust NASDAQ ABA Community Bank Index) is strong and below the trigger threshold; her CEO-level operating and management experience is relevant; no attendance, independence, or overboarding concerns.
Director since 2021; FSBC's outperformance of QABA (First Trust NASDAQ ABA Community Bank Index) by +60.7 percentage points does not meet the 65-point trigger; his CPA background and designation as an audit committee financial expert are directly relevant to his audit committee role.
Director since 2021; TSR performance clears the policy threshold versus QABA (First Trust NASDAQ ABA Community Bank Index); her strategic communications and community leadership experience provides relevant outside perspective; no independence or overboarding concerns.
Director since 2010; FSBC's strong stock performance relative to QABA (First Trust NASDAQ ABA Community Bank Index) comfortably clears the policy threshold; his operational and finance background in California agriculture is relevant to the Bank's lending markets.
Director since 2019; FSBC's +60.7 percentage point outperformance of QABA (First Trust NASDAQ ABA Community Bank Index) does not reach the 65-point trigger threshold; his commercial real estate and investment management expertise is relevant to a bank with significant real estate lending.
Director since 2019; strong TSR performance relative to QABA (First Trust NASDAQ ABA Community Bank Index) falls below the trigger threshold; his CEO-level management experience at Teichert Inc. provides relevant oversight capability.
All 10 nominees pass the policy screens: FSBC's 3-year price return of +105.5% outperforms the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by +60.7 percentage points, which is below the 65-point threshold required to trigger an AGAINST vote given the company's strong absolute positive return. No director is overboarded, none missed the 75% attendance threshold, all independent directors serving on audit and compensation committees are properly designated as independent, and no familial relationships with senior management are disclosed.
Say on Pay
✓ FORCEO
James E. Beckwith
Total Comp
$1,780,757
Prior Support
N/A
CEO James E. Beckwith received total compensation of $1,780,757 in 2025, which is reasonable for the CEO of an approximately $800 million market cap community bank; base salary of $698,988 represents about 39% of total compensation, keeping fixed pay below the 40% threshold that would raise a concern. The pay mix is sound: roughly 61% of total pay is variable, consisting of stock awards ($439,963) and a performance-based cash bonus ($605,365), and the company adopted a formal compensation clawback policy in October 2023. FSBC's 3-year stock return of +105.5% significantly outpaces the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by +60.7 percentage points, confirming strong pay-for-performance alignment — above-benchmark incentive pay is well-justified by shareholder returns.
Auditor Ratification
✓ FORAuditor
Baker Tilly US LLP
Tenure
15 yrs
Audit Fees
$598,656
Non-Audit Fees
$174,262
Non-audit fees (tax fees of $155,402 plus audit-related fees of $18,860, totaling $174,262) represent approximately 29% of audit fees of $598,656, well below the 50% threshold that would raise independence concerns. Auditor tenure is approximately 15 years (Moss Adams LLP served from 2010 and merged into Baker Tilly US LLP in June 2025), which is below the 25-year threshold that would trigger a No vote. Baker Tilly US LLP is a large national firm appropriate for a company of FSBC's size, and no material restatements are disclosed.
Overall Assessment
The 2026 Five Star Bancorp annual meeting presents two straightforward proposals: election of 10 directors and ratification of Baker Tilly US LLP as auditor. The policy supports FOR votes on all proposals — the company's exceptional 3-year stock performance of +105.5% significantly outpaces the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index), no director triggers the TSR underperformance test, auditor fees are well within independence guidelines, and the CEO compensation structure reflects a reasonable pay-for-performance design with majority variable pay and a solid clawback policy in place.