Conan Barker
About James A. “Conan” Barker
Independent director at Banc of California since 2019, age 59. Barker is designated an audit committee financial expert, with 30+ years spanning corporate strategy, private equity, and large-scale enterprise management. He holds a BA in Economics and an MA in East Asian Studies from Stanford, and previously served as Co‑President and owner of Velocity Vehicle Group; he is a board member and 50% owner of Velocity SBA (SBA 7(a) nonbank lender). He resides in Southern California.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Velocity Vehicle Group | Co‑President and owner | 1998–2024 | Managed multi-country truck/bus/capital equipment businesses; revenues >$3B |
| HAL Investments Inc. | Private equity professional | 1994–1997 | Real estate, maritime, industrial holdings |
| Sea Containers, Inc. | Corporate strategy | 1991–1994 | Strategy for transport/hotel conglomerate |
| Boston Consulting Group | Consultant | 1988–1991 | Strategy projects for Fortune 500 firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Velocity Vehicle Group | Founder and Board Member | Current | Listed as principal occupation |
| Velocity SBA | Board Member; 50% owner | Current | Licensed SBA 7(a) nonbank lender |
Board Governance
- Committee memberships: Audit Committee member; Finance Committee member. Not a committee chair.
- Independence: The Board affirmed all directors other than the CEO are independent; Barker is independent under NYSE rules.
- Attendance/engagement: In 2024, each director attended ≥75% of combined Board and committee meetings; Board held 8 meetings (Audit 13; CNG 7; Risk 9; Finance 5).
- Board leadership: Chair and CEO roles separated; independent director executive sessions held regularly.
Fixed Compensation
| Element | Amount | Structure/Timing |
|---|---|---|
| Annual Retainer | $160,000 | 50% cash, 50% RSUs vesting after one year; granted post-Annual Meeting |
| Chair of the Board fee | $85,000 | Cash |
| Committee Chair fees | Audit $20,000; CNG $15,000; ER $15,000 | Cash; Finance Chair no fee (CEO chairs) |
| 2024 Director Compensation (Barker) | Amount ($) |
|---|---|
| Cash fees | 80,000 |
| Stock awards (grant-date fair value) | 80,007 |
| All other compensation (dividends on RSUs) | 641 |
| Total | 160,648 |
Performance Compensation
- Non-employee director equity: Time-based RSUs only; no performance share units or option awards for directors disclosed. RSUs vest in full on the one-year anniversary of grant (May 9, 2025 for 2024 grants).
| Barker’s 2024 RSU Grant | Number of RSUs | Vest Date |
|---|---|---|
| Annual director RSU | 5,366 | May 9, 2025 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Velocity Vehicle Group | Private | Founder/Board Member | None disclosed with BANC |
| Velocity SBA | Private (nonbank SBA lender) | Board Member; 50% owner | Potential sector adjacency (lending); no related-party transactions with BANC disclosed |
The proxy outlines a robust Related Party Transactions Policy and Outside Business Activities Policy (CNG-administered) requiring advance approval/waivers to mitigate conflicts; no Barker-specific transactions are disclosed.
Expertise & Qualifications
- Audit committee financial expert designation.
- Deep corporate strategy, finance, and private equity experience across multi-country operations.
- Stanford BA (Economics) and MA (East Asian Studies).
Equity Ownership
| Ownership Detail (as of Mar 14, 2025 record date) | Shares |
|---|---|
| Voting common stock held | 190,885 |
| RSUs vesting within 60 days | 5,366 |
| Total beneficially owned | 196,251 |
| Ownership % of outstanding | <1% (asterisk per table method) |
| Notable holdings | 159,680 shares via James A. Barker Living Trust (trustee) |
- Director stock ownership guideline: 5x annual base cash retainer expected within five years; as of Dec 31, 2024 all directors complied (allowance for tenure <5 years).
- Insider trading/anti-hedging and pledging prohibited by policy.
Say-on-Pay & Shareholder Feedback (signal on governance)
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval (advisory) | 96% support (per 2025 proxy’s stockholder engagement summary) |
| 2024 Annual Meeting vote for Barker | For: 115,025,875; Against: 1,971,518; Abstain: 151,423 |
Governance Assessment
- Strengths: Independent status; active committee roles in Audit and Finance; “audit committee financial expert” designation; strong meeting attendance; clear anti-hedging/pledging and related-party controls; director equity aligns via RSUs and ownership guidelines.
- Alignment: Holds ~196K shares including trust; complies with 5x retainer guideline; annual RSU grants further align interests.
- Potential conflicts: External ownership in Velocity SBA (nonbank SBA lender) presents potential adjacency; however, proxy discloses no Barker-related party transactions and mandates CNG pre-approval for any such transactions. Highlight continued monitoring.
- Market confidence signals: Strong director vote support; high say-on-pay approval.
RED FLAGS: None disclosed specific to Barker (no low attendance, no related-party transactions, no hedging/pledging). Continued oversight recommended for any future interactions involving Velocity SBA or Velocity Vehicle Group under the Company’s policies.