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 with strong banking-focused accounting credentials; FSBC's 3-year return of 95.7% outpaces QABA (First Trust NASDAQ ABA Community Bank Index) by +47.9 percentage points, well below the 65-point threshold required to trigger a vote against, and all attendance and independence requirements are met.
Director since 2021 with 40 years of banking experience including senior roles at Wells Fargo; FSBC's strong outperformance versus QABA clears the TSR threshold, and he qualifies as an audit committee financial expert with no attendance or overboarding concerns.
Longest-tenured director (since 1999) with deep commercial real estate and executive management experience; FSBC's 3-year TSR of 95.7% outperforms QABA by +47.9 percentage points, well short of the 65-point trigger, and no other policy flags apply.
CEO and director since 2003 with extensive banking and accounting background; as an executive director he is subject to the same TSR trigger as all other directors, but FSBC's outperformance versus QABA (+47.9pp) does not reach the 65-point threshold required for a vote against, and no other policy flags are triggered.
Director since 2020 with strong CEO-level operations and management experience from a large regional business; FSBC's outperformance versus QABA is well below the trigger threshold and all attendance and independence requirements are met.
Director since 2021 with over 40 years of CPA experience and qualifies as an audit committee financial expert; FSBC's 3-year TSR outperforms QABA by +47.9 percentage points, which does not reach the 65-point threshold for a vote against.
Director since 2021 with senior executive and strategic communications background; no overboarding, attendance, or independence concerns, and FSBC's strong TSR relative to QABA does not trigger the performance threshold.
Director since 2010 with deep operational, finance, and California agricultural industry expertise; FSBC's 3-year return of 95.7% versus QABA's 47.8% reflects a +47.9 percentage point outperformance, well below the 65-point trigger, and no other flags apply.
Director since 2019 with 35 years of commercial real estate and investment management experience; FSBC's outperformance versus QABA does not reach the performance trigger threshold and no overboarding, attendance, or independence concerns are present.
Director since 2019 with extensive CEO-level management experience; FSBC's 3-year TSR of 95.7% outpaces QABA by +47.9 percentage points, which does not meet the 65-point threshold required to trigger a vote against, and all other policy requirements are satisfied.
All 10 director nominees pass the policy screens. FSBC's 3-year price return of 95.7% outperforms the QABA community bank benchmark (47.8%) by +47.9 percentage points, which is below the 65-point threshold applicable when absolute TSR exceeds +20%. No overboarding, attendance failures, independence violations, or familial relationship concerns were identified across the slate. Board composition includes multiple audit committee financial experts and relevant banking, real estate, and operations experience.
Say on Pay
✓ FORCEO
James E. Beckwith
Total Comp
$1,780,757
Prior Support
N/A
CEO James Beckwith received total compensation of $1,780,757 for 2025, which is reasonable for the CEO of an $806 million market cap community bank given his 22-year tenure and the company's strong financial performance. The pay structure includes a meaningful performance component — roughly 39% base salary, 25% performance-linked bonus, and 25% equity awards (including new performance stock awards tied to three-year return on average assets versus a peer bank group), which collectively place variable pay well above 50% of total compensation. The company adopted a compensation clawback policy in 2023 consistent with post-Dodd-Frank requirements, and FSBC's stock has significantly outperformed the QABA community bank benchmark over both one-year and three-year periods, supporting the alignment between executive pay and shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Baker Tilly US LLP
Tenure
15 yrs
Audit Fees
$598,656
Non-Audit Fees
$174,262
Non-audit fees (audit-related fees of $18,860 plus tax fees of $155,402, totaling $174,262) represent approximately 29% of audit fees of $598,656, well below the 50% threshold that would raise independence concerns. Baker Tilly US LLP is the successor to Moss Adams LLP following their June 2025 merger, and the combined relationship with the company dates to 2010 (approximately 15 years), which is below the 25-year tenure threshold that would trigger a vote against. No material financial restatements were identified, and Baker Tilly is a large national firm appropriate for a company of FSBC's size and complexity.
Overall Assessment
The 2026 FSBC annual meeting presents two management proposals: election of 10 directors and ratification of Baker Tilly US LLP as auditor. All proposals pass policy screens and receive a FOR vote determination — the director slate is well-qualified with no TSR, attendance, or independence flags, the auditor's non-audit fee ratio is comfortably within limits and tenure is below the concern threshold, and CEO pay is reasonably structured with meaningful performance linkage against a backdrop of strong stock outperformance versus the QABA community bank benchmark.