Business Context and Reporting Period
This Form 8-K Current Report was filed by FIVE STAR BANCORP on June 18, 2025. The registrant is incorporated in California and its common stock trades on The Nasdaq Stock Market LLC under the symbol FSBC. The company is designated as an emerging growth company.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on executive compensation arrangements.
Material Changes
The primary material event reported is the Board of Directors' approval on June 18, 2025, of a new long-term incentive award for the President and Chief Executive Officer, James Beckwith. This program is substantially similar to one approved for other executive officers on April 17, 2025.
Guidance, Outlook, and Management Commentary
Executive Compensation Details:
- Award Structure: The award consists of Performance-Based Restricted Stock Units (PSUs) and Service-Based Restricted Stock Awards (RSAs).
- Grant Value: Target values are $220,000 for PSUs and $220,000 for RSAs, based on the share price on the grant date (expected July 28, 2025).
- PSU Vesting Criteria: Based on the Company's three-year average return on average assets (ROAA) ending December 31, 2027, relative to a peer group (S&P Global Broad Market Index - Western Region).
- 60th percentile achievement: 50% of target award.
- 70th percentile achievement: 100% of target award.
- 80th percentile or higher: 150% of target award.
- RSA Vesting Schedule: Vests in equal annual installments over five years on the anniversary of the grant date, contingent on continued employment.
Forward-Looking Statements: The filing includes standard disclaimers regarding forward-looking statements, noting that actual results may differ materially due to risks and uncertainties detailed in the Company's Form 10-K for the year ended December 31, 2024, and Form 10-Q for the quarter ended March 31, 2025.
Investor Verification Checklist
- Verify the actual grant date and share price on or about July 28, 2025, to determine the exact number of units awarded.
- Review the peer group definition and ROAA performance metrics in future quarterly reports to assess PSU vesting progress.
- Confirm the total equity compensation expense impact on future earnings statements.
- Check subsequent filings for any changes to the vesting schedule or performance targets.