Form 4: California BanCorp Director Frank Di Tomaso Receives Restricted Stock Units as Board Compensation

California BanCorp Director Frank Di Tomaso was granted 3,729 restricted stock units as compensation for his service on the company's Board of Directors, vesting in May 2026.

Summary

• Frank Di Tomaso, a Director of California BanCorp (BCAL), was granted 3,729 shares of common stock in the form of Restricted Stock Units (RSUs).
• The transaction date for this acquisition was May 21, 2025.
• These RSUs were issued at a price of $0.00, representing compensation for his service on the Issuer's Board of Directors.
• The shares underlying these RSUs are scheduled to vest in full on May 21, 2026, at which point they will be issued to Mr. Di Tomaso.
• Following this transaction, Mr. Di Tomaso's beneficial ownership of California BanCorp common stock includes 247,371 shares held directly, 153,336 shares held indirectly by his IRA, and 12,075 shares held indirectly by his spouse's IRA.

Sentiment

Score: 7

Explanation: The grant of Restricted Stock Units to a director is a positive event as it aligns the director's financial interests with the long-term performance of the company's stock, benefiting shareholders. It reflects standard corporate governance practices for compensating board members.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Frank Di Tomaso aligns his interests with those of shareholders, as the value of his compensation is tied to the company's stock performance.
• RSUs are a common form of non-cash compensation for board members, indicating standard corporate governance practices.
• The vesting schedule provides an incentive for continued service and long-term commitment to the company's success.

Risks

• The document is a Form 4 filing, which reports insider transactions and does not typically disclose company-specific risks. The primary risk associated with RSUs for the recipient is that the value of the shares may decrease before or after vesting.

Future Outlook

The document indicates that the 3,729 Restricted Stock Units granted to Director Frank Di Tomaso are scheduled to vest on May 21, 2026, at which point the underlying shares will be issued. This represents a future event related to director compensation.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common practice in the banking and financial services industry, as well as across publicly traded companies, to compensate board members and align their interests with long-term shareholder value. This filing indicates standard corporate governance and compensation practices for California BanCorp.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as compensation for board service is a widely accepted practice across industries, including the banking sector.
• This method aligns director incentives with shareholder interests by tying compensation to the company's stock performance.
• While specific RSU amounts vary based on company size, board responsibilities, and compensation philosophy, the use of equity-based compensation for directors is a standard benchmark.
• This practice is consistent with corporate governance best practices observed in companies like PacWest Bancorp (now Banc of California), Western Alliance Bancorporation, or Zions Bancorporation, which also use equity awards to compensate their board members.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to a director is a form of related party transaction, specifically compensation for services rendered by a board member.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with shareholders, potentially leading to more focused decision-making aimed at increasing shareholder value.

Next Steps

• Vesting of 3,729 Restricted Stock Units on May 21, 2026, leading to the issuance of common shares to Frank Di Tomaso.

Key Dates

Keywords

California BanCorp, BCAL, Frank Di Tomaso, Restricted Stock Units, RSUs, Director Compensation, Insider Transaction, SEC Form 4, Equity Grant, Corporate Governance, Banking Sector