Andrew Armanino
About Andrew J. Armanino, Jr.
Andrew J. Armanino, Jr. (age 60) is an independent director of California BanCorp (BCAL), serving on the board since the 2024 merger and previously a founding director of California BanCorp (CALB) and California Bank of Commerce since 2013 . He is a former Managing Partner and CEO of Armanino LLP (2005–2018) with deep accounting and audit experience and is designated by the Board as an “audit committee financial expert” . He holds a Bachelor’s degree in Accounting from Santa Clara University and currently leads the Company’s Strategic Planning Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armanino LLP | Managing Partner & CEO | 2005–2018 | Led growth to become the 21st largest CPA/consulting firm in the U.S. |
| California BanCorp (CALB) & California Bank of Commerce | Founding Director | Since 2013 | Continued as BCAL director post-merger; leads Strategic Planning Committee |
| American Institute of CPAs (AICPA) | Council Member | Not disclosed | Professional policy body membership (credentials) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moore Global International | Chairman of the Board | Not disclosed | Global accounting and advisory network |
| Good.Lab | Board Member | Not disclosed | ESG software company |
| Armanino Foundation | Board Member | Not disclosed | Community service organization |
Board Governance
- Committee assignments: Member, Compensation, Nominating & Governance (CNG) Committee; Member, Audit & Risk (ARC) Committee .
- Chair roles: Not a chair; ARC Chair is Rochelle G. Klein; CNG Chair is Kevin J. Cullen .
- Independence: Board determined he is independent under Nasdaq/SEC rules; non-independent directors are Rainer, Shelton, Di Tomaso, and Williams (not Armanino) .
- Financial expert: Designated “audit committee financial expert” by the Board .
- Attendance and engagement: In 2024, the Board held 22 meetings; ARC met 12 times; CNG met 13 times; each director attended at least 75% of Board and committee meetings during their term .
- Lead Independent Director: Stephen A. Cortese presides over executive sessions and independent director matters .
- Executive sessions: Separate sessions of independent directors were held regularly or as needed .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | All Other Comp | Total |
|---|---|---|---|---|
| 2024 | $32,917 | $45,837 | $0 | $78,754 |
Director fee structure (effective Aug 8, 2024):
- Annual retainer increased from $84,000 (prior) to $110,000 (current), payable half cash and half equity; RSU grant fair value $55,000 with vesting on May 30, 2025 .
- Committee chair fees (cash): ARC Chair $24,000; CNG Chair $24,000; Lead Director received $2,000 monthly (not applicable to Armanino) .
Performance Compensation
| Equity Component | Grant/Outstanding | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs granted in 2024 | 3,146 RSUs | RSUs granted Feb 1, 2024 vested Jan 4, 2025 | Time-based; no performance metrics disclosed for directors |
| Unvested RSUs outstanding (12/31/2024) | 5,370 RSUs | Time-based; current annual director RSUs generally vest at one-year anniversary; acceleration on change-in-control, death/disability, or qualifying termination | Time-based; no performance metrics disclosed |
| Options | None outstanding | N/A | N/A |
Equity awards for non-employee directors are time-vested; no revenue/EBITDA/TSR or ESG performance conditions are disclosed for director equity grants. RSUs are subject to change-in-control acceleration per the program .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Moore Global International | No (network) | Chairman | None disclosed with BCAL |
| Good.Lab | Private | Board Member | None disclosed with BCAL |
| Armanino Foundation | Non-profit | Board Member | None disclosed with BCAL |
| AICPA Council | Professional body | Member | None disclosed with BCAL |
Expertise & Qualifications
- Former CEO/Managing Partner of a top-25 U.S. accounting firm; deep GAAP/auditing standards expertise; Board-designated audit committee financial expert .
- Strategic planning leadership for BCAL; experience advising small and mid-size businesses enhances client/market insights .
- Formal education in accounting (Santa Clara University) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Options Exercisable <60 days | RSUs Vesting <60 days |
|---|---|---|---|---|
| Andrew J. Armanino, Jr. | 212,578 | 0.66% | 0 | 0 |
Additional ownership details:
- Unvested RSUs outstanding: 5,370 .
- Anti-hedging/pledging: Directors prohibited from hedging and short sales; pledging only with Chief Legal Officer approval; as of proxy date, no outstanding pledges by directors/officers .
- Ownership guidelines: Non-employee directors must own at least 2× their annual cash retainer in BCAL stock; current annual cash retainer is half of $110,000 = $55,000; threshold is $110,000 .
- Compliance indicator: Estimated value of Armanino’s 212,578 shares ≈ $3.52 million using $16.54 closing price on Dec 31, 2024, well above the $110,000 guideline threshold .
Governance Assessment
-
Strengths
- Independence, dual membership on CNG and ARC, and audit committee financial expert designation support board effectiveness and robust oversight .
- Solid engagement: Board/committee cadence is high (22 Board, 12 ARC, 13 CNG in 2024) with ≥75% attendance by all directors .
- Strong ownership alignment and no pledging; anti-hedging policy in place; director ownership guidelines established and apparently exceeded by Armanino .
- Transparent related-party and approval processes; related banking transactions with directors occur on market terms with no adverse classifications .
-
Watch Items
- Strategic Planning Committee leadership by an independent director is a positive for strategy, but investors should monitor for potential overreach or conflicts if external affiliations (e.g., Moore Global network) intersect with vendor/advisory relationships, although none are disclosed currently .
- Board investor rights: Castle Creek has a designated board representative (David Volk) via long-standing agreements; while not an Armanino-specific issue, investors often monitor concentrated investor influence dynamics in community banks .
-
RED FLAGS
- None disclosed for Armanino: no related-party transactions, no pledging/hedging, no attendance shortfalls, and no compensation anomalies for directors identified in the proxy .