Business Context and Reporting Period
This Form 8-K was filed by Five Star Bancorp on March 23, 2022. The report discloses an executive compensation arrangement rather than financial performance results. The registrant is an emerging growth company incorporated in California, with its principal executive offices in Rancho Cordova, California.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the terms of an employment agreement and does not contain financial statement data.
Material Changes
The material event reported is the approval and execution of an amended and restated employment agreement with James Beckwith, the Company's President and Chief Executive Officer. Key terms include:
- Effective Date: January 3, 2022.
- Term: Initial three-year term with automatic one-year renewal periods unless 60 days' notice of non-renewal is provided.
- Compensation: Base salary and bonus determined periodically by the Compensation Committee, plus eligibility for equity and other incentive compensation.
- Severance: In the event of termination without cause or resignation for good reason, Mr. Beckwith is entitled to 24 months of his then-current base salary plus bonus, contingent upon the execution of a release of claims.
- Parachute Payments: Subject to a "best net" provision if payments qualify as parachute payments under Section 280G of the Internal Revenue Code.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary risk disclosed relates to the potential financial obligation of the severance package (24 months of salary plus bonus) should the CEO's employment be terminated under specific conditions.
Investor Verification Checklist
- Verify the current base salary and bonus structure for James Beckwith to calculate the potential severance liability.
- Review the "good reason" and "without cause" definitions in the full employment agreement to understand the triggers for the severance payment.
- Confirm the status of the salary continuation agreement referenced in the filing (most recently amended July 1, 2014).
- Check subsequent filings for any changes to the Compensation Committee's determinations regarding Mr. Beckwith's equity or incentive compensation.