Business Context and Reporting Period
This Form 8-K Current Report was filed by Five Star Bancorp on April 17, 2025. The registrant is a California corporation with its principal executive offices in Rancho Cordova, California. The filing reports on corporate governance actions regarding executive compensation approved by the Board of Directors on the date of the report.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the approval of a new long-term incentive compensation program.
Material Changes and Executive Compensation
The Board of Directors approved long-term incentive awards under a new program for executive officers, including Michael A. Rizzo (Executive Vice President and Chief Banking Officer) and Heather C. Luck (Executive Vice President and Chief Financial Officer). Key details include:
- Award Structure: Recipients will receive Performance-Based Restricted Stock Units (PSUs) and Service-Based Restricted Stock Units (RSUs).
- Grant Value: Mr. Rizzo and Ms. Luck are each entitled to PSUs and RSUs valued at $100,000 each (totaling $200,000 per executive), based on the share price on the grant date.
- Grant Date: Expected on or about May 1, 2025.
- Plan: Awards are issued under the Five Star Bancorp 2021 Equity Incentive Plan.
Performance Metrics and Vesting Conditions
The filing outlines specific vesting schedules and performance targets:
- PSU Vesting: Based on the Company's three-year average return on average assets (ROAA) for the period 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.
- RSU Vesting: Vests in equal annual installments over five years, contingent on continued employment.
Guidance, Risks, and Forward-Looking Statements
The filing includes a standard "Special Note Concerning Forward-Looking Statements," cautioning that actual results may differ materially from expectations due to known and unknown risks. The Company disclaims any duty to update these statements except as required by law. Investors are directed to the "Risk Factors" section of the Annual Report on Form 10-K for the year ended December 31, 2024, for a detailed discussion of risks.
Investor Verification Checklist
- Verify the final grant date and share price on or about May 1, 2025, to calculate the exact number of units issued.
- Review the Five Star Bancorp 2021 Equity Incentive Plan to confirm remaining share availability.
- Monitor future filings for the actual vesting outcomes of the PSUs based on the 2027 ROAA performance metrics.
- Confirm the specific peer group composition used for the S&P Global Broad Market Index comparison.