David Volk
About David Volk
David Volk (age 47) is an independent director of California BanCorp (BCAL), serving since 2016. He is a principal at Castle Creek Capital, with prior roles at TW Associates Capital, Inc. and Ernst & Young. He serves on BCAL’s board under an investor rights agreement with Castle Creek Capital Partners VI LP that entitles Castle Creek to designate a board representative while owning at least 5% and not less than 891,284 shares. Education: B.S. Santa Clara University; M.S. University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital Partners VI LP | Principal | Since 2005 | Led/supported investments in recapitalization, distressed, and growth situations |
| TW Associates Capital, Inc. | Associate | Not disclosed | Investment and transactional analysis |
| Ernst & Young | Associate | Not disclosed | Financial analysis foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spend Life Wisely Co./First United Bank & Trust Co. (OK/TX) | Director | 2023–present | Regional bank board service |
| Bank of Idaho/Bank of Idaho Holding Company | Director | 2019–present | Community bank board service |
| Bridgewater Bancshares/Bridgewater Bank (MN) | Director | 2017–present | Community bank board service |
| InBankshares Corp/InBank | Director (prior) | 2022–2023 | Prior board service |
Board Governance
- Committee assignments: Compensation, Nominating & Governance Committee (CNG) member; not currently Audit & Risk Committee (ARC). Current CNG members include Kevin J. Cullen (Chair), Andrew J. Armanino Jr., Stephen A. Cortese, Dr. Lester Machado, Richard Martin, and David Volk .
- Independence: The Board determined Volk is independent (only Rainer, Shelton, Di Tomaso, and Williams are non-independent) .
- Attendance and engagement: 2024 Board held 22 meetings; ARC met 12 times; CNG met 13 times. Each director attended at least 75% of Board and applicable committee meetings; independent directors held executive sessions as needed .
- Lead independent oversight: Stephen A. Cortese serves as Lead Director with defined authorities (executive session presider, liaison, agenda setting, advisor engagement) .
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| David Volk | 50,917 | 81,840 | 506 | 133,263 |
- Payment routing: Volk’s Board fees are paid directly to Castle Creek Advisors IV LLC; restricted shares issued to Castle Creek Advisors IV LLC at vesting .
- Program changes (effective Aug 8, 2024, impacting 2025 cycle): Annual retainer increased to $110,000, payable half in cash and half in RSUs; RSUs grant-date fair value $55,000, vesting May 30, 2025; Committee chair and Lead Director receive additional $2,000 per month cash .
Performance Compensation
| Metric | Detail |
|---|---|
| RSUs granted in 2024 (count) | 5,385 RSUs |
| Unvested RSUs outstanding (12/31/2024) | 5,385 RSUs |
| Options outstanding | 17,500 (fully vested/exercisable) |
| Vesting schedule – 2024 director RSUs | RSUs granted Feb 1, 2024 vested Jan 4, 2025 |
| Ongoing director equity policy | RSUs generally vest on one-year anniversary; subject to acceleration upon change-in-control, death/disability, or qualifying termination |
- Performance metrics: No director performance metrics disclosed; director equity is time-based RSUs, not PSU/TSR-linked awards .
Other Directorships & Interlocks
| Type | Item | Exposure/Interlock |
|---|---|---|
| Investor designation | Board seat under Castle Creek investor rights | Castle Creek retains right to designate a representative while owning ≥5% and ≥891,284 shares; company must nominate and support election annually |
| Registration rights | Piggyback registration rights | Castle Creek and permitted transferees may participate in company underwritten offerings; company bears certain expenses |
| Company investment in Castle Creek venture fund | Castle Creek Launchpad Fund I | Company committed $2.0M; contributed $1.2M through 12/31/2024; Volk serves on Launchpad investment committee |
Expertise & Qualifications
- Community bank investing and governance expertise; extensive transactional and financial analysis in banking with multiple bank board roles .
- Education: B.S., Santa Clara University; M.S., University of Virginia .
Equity Ownership
| Holder | Shares Beneficially Owned | Exercisable Options (≤60 days) | RSUs Vesting (≤60 days) | Total Beneficial | % of Class |
|---|---|---|---|---|---|
| David Volk | 2,344,153 | 17,500 | 0 | 2,361,653 | 7.28% |
- Beneficial ownership footnote: Volk is a principal of Castle Creek Advisors IV LLC (2,239 shares) and Castle Creek Capital Partners VI LP (2,340,719 shares). He disclaims beneficial ownership of such shares except to the extent of his pecuniary interest . Castle Creek Capital Partners VI LP reported 2,340,719 shares (7.22%) with shared voting/dispositive powers .
- Anti-pledging: Policy prohibits hedging; pledging requires approval. As of the proxy date, no directors or executive officers have outstanding pledges .
- Stock ownership guidelines: Non-employee directors expected to own company stock equal to at least 2x annual cash retainer within five years of election/appointment .
Governance Assessment
- Board effectiveness: Active CNG participation with 13 meetings in 2024 and at least 75% attendance supports engagement; independent oversight via Lead Director and fully independent committee chairs .
- Alignment: Significant beneficial ownership tied to Castle Creek’s 7% stake indicates investor alignment but is primarily through an institutional vehicle with a disclaimer; options are modest (17,500) and RSUs are time-based .
- Potential conflicts (RED FLAGS):
- Designated board seat via investor rights may create perceived influence by a major shareholder, though the company maintains a related-party transactions policy and independence determinations (independent status affirmed) .
- Company invested $1.2M in Castle Creek Launchpad Fund I where Volk serves on the investment committee; this is a related-party exposure requiring robust CNG review under policy (monitoring recommended) .
- Board fees and equity routed to Castle Creek Advisors IV LLC may complicate direct personal ownership alignment; transparency is disclosed in the proxy .
- Compensation structure: Director pay increased to match post-merger scale with balanced cash/RSU mix; director equity remains time-based without performance metrics—common for banks but offers limited pay-for-performance linkage at the director level .
- Independence and controls: Independence status affirmed; anti-hedging/pledging policy and clawback policy (executive-focused) are in place; related-party loans comply with Regulation O and none problematic as of the proxy date .