David Rainer
About David Rainer
David I. Rainer serves as Chairman of the Board and Executive Chairman of California BanCorp (BCAL) and California Bank of Commerce, following the July 31, 2024 merger with California BanCorp (CALB) . He is 68 years old and has served as a director since 2022; he is not independent given his executive role . Rainer previously led Southern California Bancorp/Bank of Southern California as Executive Chairman and CEO, founded and ran CU Bancorp/California United Bank, and was EVP, Commercial Banking for the Western US at U.S. Bank; he holds a BA from CSU Northridge and an MBA from USC . BCAL’s annual bonus program assesses executives on financial metrics such as ROAA, pre-tax/pre-provision revenue and asset quality, plus strategic and risk objectives; a clawback policy applies to incentive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern California Bancorp / Bank of Southern California | Executive Chairman; President; CEO | Nov 2020–Apr 2022; Sept 2022–July 2024 | Led platform through merger, executive oversight |
| CU Bancorp / California United Bank | Founder; Chairman; CEO | 2005–2017 | Built and exited community banking franchise; recognized with EY Entrepreneur of the Year (2008) |
| U.S. Bank | EVP, Commercial Banking – Western US | 2001–2004 | Regional leadership in commercial banking |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Reserve Bank of San Francisco, Los Angeles Branch | Director | 2011–2016 | Monetary policy/regional banking oversight exposure |
| USC Price School of Public Policy | Price Board of Councilors (member) | Ongoing | Policy/governance advisory engagement |
| InBank | Director | 2019–2020 | Community banking board experience |
| Community nonprofits (Inner City Arts, Junior Achievement, LA Urban League, Boys & Girls Club WV) | Director/Board service | Various | Community engagement and reputational capital |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | 599,263 | 636,375 |
| Actual Bonus Paid | 300,392 | 128,278 |
| Other Annual Compensation | 48,936 | 122,237 |
| Stock Awards (Grant-date fair value) | 423,076 | 803,261 |
| Total Compensation | 1,371,667 | 1,690,151 |
Additional benefits:
- Auto allowance: $1,500/month .
- Other annual compensation breakout (401k match, life/health premiums, car allowance, other): $48,936 in 2023; $122,237 in 2024 .
Performance Compensation
Annual bonus and long-term incentives are governed by the Management Incentive Plan:
- Metrics assessed: pre-tax, pre-provision revenue; asset quality; ROAA; strategic objectives; risk management .
- Clawback: Incentive compensation subject to recoupment for restatements and excessive compensation; applies to executives .
- Weightings/targets/payout curves: Not disclosed .
| Component | Metric | Weighting | Target | Actual | Payout Formula | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | ROAA; asset quality; pre-tax, pre-provision revenue; strategic/risk goals | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A |
| RSUs (time-based) | Service-based retention | N/A | N/A | N/A | N/A | Vests per schedules below |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership | 402,667 shares; 1.24% of outstanding |
| RSUs vesting within 60 days | None disclosed for Rainer |
| Outstanding unvested RSUs (12/31/24) | 70,588 (11/5/2020 grant); 7,721 (3/1/2023); 27,889 (3/1/2024); 49,020 (8/2/2024) |
| Market value of unvested RSUs (12/31/24, $16.54/share) | $1,167,526; $127,705; $461,284; $810,791 respectively |
| Options outstanding | None |
| Hedging policy | Hedging and short sales prohibited |
| Pledging policy | Pledging requires CLO approval; no outstanding pledges known |
| Stock ownership guidelines | Executive Chair: 3x base salary; Directors: 2x annual cash retainer |
Insider reporting note: The company disclosed an inadvertent late Form 4 by Rainer for transferring 219,923 shares to his trust in 2024 .
Vesting Schedules (Outstanding RSUs as of 12/31/24)
| Grant Date | Units Not Vested | Vesting Start | Vesting Cadence |
|---|---|---|---|
| 11/5/2020 | 70,588 | 12/1/2024 | Equal installments over 2 years |
| 3/1/2023 | 7,721 | 3/1/2024 | Equal installments over 2 years |
| 3/1/2024 | 27,889 | 3/1/2025 | Equal installments over 2 years |
| 8/2/2024 (Amended & Restated Employment Agreement grant, ~$750k fair value) | 49,020 | 8/2/2025 | Equal installments over 5 years |
Employment Terms
| Term | Detail |
|---|---|
| Position | Executive Chairman (4 years), then Executive Director (1 year) |
| Effective date | July 31, 2024 (amended & restated employment agreement) |
| Base salary | $660,000, reviewable but not reducible |
| Executive Director year comp | Greater of $100,000 or standard director fees at that time |
| RSU grant | $750,000 of BCAL common stock; vests ratably over 5 years |
| Bonus eligibility | Participation in management incentive plan; subject to clawback |
| Severance (no cause/good reason) | Lump sum equal to base salary; healthcare coverage up to 12 months |
| Change-in-control | 36 months base salary + 3x average annual bonus (prior 3 years) + 6 months health insurance premiums; COBRA payment for 6 months |
| 280G cutback | Best-net cutback to avoid excise tax or pay in full, whichever yields greater after-tax benefit |
| Auto allowance | $1,500/month |
| Board seat protection | Failure to nominate/appoint/elect him as director or Executive Chairman treated as termination without cause |
| Clawback policy | Applies to incentive compensation (SEC Section 10D / Nasdaq 5608 compliant) |
Board Governance
- Roles: Chairman of the Board and Executive Chairman; not an independent director .
- Committees: Rainer is not listed as a member of the Audit & Risk Committee or the Compensation, Nominating & Governance Committee; those committees are fully independent and chaired by independent directors .
- Lead Independent Director: Stephen A. Cortese serves as Lead Director to enhance independent oversight, presiding over executive sessions and acting as liaison .
- Board activity/attendance: 22 board meetings in 2024; each director attended at least 75% of meetings and committee meetings; separate sessions of independent directors were held regularly .
- 2025 annual meeting outcomes: Rainer received 23,016,497 “For” votes vs. 89,347 “Withheld” (no broker non-vote effect in director elections), indicating strong shareholder support; auditor ratification also passed .
Director Compensation
- Executive directors (Rainer, Shelton) receive no additional director compensation for board service .
- Non-employee director program updated effective August 8, 2024; retainer split cash/equity; equity generally vests on one-year anniversary with acceleration on change in control or qualifying events .
Compensation Committee Analysis
- CNG Committee responsibilities include executive pay plans, grants, narrative disclosures, and governance policies; fully independent membership post-merger; can retain consultants .
- Executive pay decisions benchmark peer salary data and market studies; total compensation reviewed relative to external benchmarks; performance assessed against financial and non-financial objectives .
- Director compensation program changed post-merger to reflect asset base growth (to >$4B at 12/31/24) and peer practices .
Related Party Transactions and Policies
- Related Party Transactions require CNG Committee review for fairness and independence; no officer loans permitted; director/related party loans subject to Regulation O .
- Example disclosed: branch lease with an entity controlled by former director John Farkash (longstanding lease; $44k annual expense; $107k future minimum payments) .
Investment Implications
- Alignment: Significant time-based RSU exposure and stock ownership (402,667 shares, 1.24%) coupled with anti-hedging/controlled pledging support alignment; ownership guidelines require 3x salary for Executive Chair, reinforcing skin-in-the-game, though individual compliance status not disclosed .
- Vesting overhang: Multiple RSU tranches begin vesting in 2025–2026 (including five-year schedule for the ~$750k grant), creating potential periodic selling pressure around vest dates; no options outstanding reduce repricing risk .
- Retention/M&A optionality: Base severance equals 12 months; change-in-control economics are sizable (36 months base + 3x average bonus + health premiums), which can make M&A outcomes financially attractive for the executive and may signal support for consolidation strategies consistent with recent merger integration .
- Governance mitigants: Non-independent chair offset by a strong Lead Independent Director, fully independent committees, and an active board meeting cadence; strong 2025 shareholder election support reduces near-term governance risk perception .
- Trading signals: No disclosed hedging; pledging requires approval and none outstanding; inadvertent late Form 4 for trust transfer suggests administrative risk rather than intent to sell; monitor upcoming RSU vest dates and any Form 144/4 filings for potential selling pressure .