Frank Di Tomaso
About Frank D. Di Tomaso
Frank D. Di Tomaso (age 67) has over 30 years in commercial banking, including CEO and Chairman roles at Bank of Santa Clarita; he has served on BCAL’s board since 2021 and holds a B.S. in Accounting from California State University, Fresno . He retired from his Bank employment on July 18, 2024 and continues as a director of the Company and Bank . The board has determined he is not independent due to employment within the past three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Santa Clarita | Vice Chairman | 2004–2009 | Founding leadership; community banking growth |
| Bank of Santa Clarita | Chairman | 2009–2021 | Board oversight; CEO succession |
| Bank of Santa Clarita | Executive Vice President | 2004–2011 | Operating leadership; business development |
| Bank of Santa Clarita | Chief Executive Officer | 2012–2021 | Led bank strategy and execution |
| City National Bank | SVP & Business Development Officer | 1997–2004 | Commercial banking growth |
| Metrobank (acquired by Comerica Bank) | SVP & Manager, Asset Based Loan Division | 1990–1996 | Asset-based lending expertise |
External Roles
No current public company directorships disclosed for Di Tomaso beyond BCAL; prior roles are primarily bank executive positions rather than external board seats .
Board Governance
- Committee assignments (2025): Not a member of Compensation, Nominating & Governance (CNG) or Audit & Risk (ARC); no chair roles .
- Independence: Not independent (employed by the Bank within last 3 years) .
- Attendance and engagement: Board held 22 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent director executive sessions held regularly .
- Shareholder vote signal: Re-elected at 2025 Annual Meeting; For votes: 22,749,609; Withheld: 356,235; Broker non-votes: 2,215,461 .
Fixed Compensation
- Director fee structure (effective Aug 8, 2024): Annual retainer $110,000, payable half in cash and half in equity RSUs; ARC and CNG chair fees $24,000; Lead Director $2,000/month; RSUs generally vest on one-year anniversary and are granted annually post annual meeting .
- 2024 director compensation (Di Tomaso):
- Cash fees: $13,750
- Stock awards (grant-date fair value): $36,681
- All other compensation: $181,149 (paid pursuant to prior Bank employment)
- Total: $231,580
| Compensation Element | FY 2024 Amount |
|---|---|
| Cash Fees | $13,750 |
| Stock Awards (Grant-Date Fair Value) | $36,681 |
| All Other Compensation | $181,149 |
| Total | $231,580 |
Performance Compensation
- Annual equity program (current): Non-employee directors granted RSUs with a grant-date fair value equal to $55,000; vesting on May 30, 2025 (one-year vest), subject to acceleration upon change in control, death/disability, or qualifying termination; equity awards granted annually following the annual meeting .
- 2024 RSUs (Di Tomaso): 2,521 RSUs granted and outstanding as of 12/31/24; these RSUs vested in full on January 4, 2025 per the 2024 non-employee director award schedule .
| Equity Award Metrics | Grant Date | Number of RSUs | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Non-Employee Director RSU (2024) | 02/01/2024 | 2,521 | $36,681 | Vested 01/04/2025 (full) |
| Annual Director RSU (current program) | 2024–2025 cycle | N/A (fair value-driven) | $55,000 | Vest 05/30/2025 (one-year) |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Bank of Santa Clarita | Bank | Director/Chairman/CEO | Prior leadership; not indicated as current public company board |
Expertise & Qualifications
- Deep commercial banking leadership across lending, business development, and asset-based finance; former CEO/Chairman of a community bank .
- Accounting degree enhances financial literacy; however, he is not listed as an “audit committee financial expert” by BCAL .
Equity Ownership
- Beneficial ownership: 406,532 shares; 1.25% of common stock outstanding as of March 27, 2025 .
- Outstanding awards: No options; RSUs that would vest within 60 days of 03/27/2025: none (his 2024 RSUs vested 01/04/2025) .
- Anti-hedging/pledging: Hedging prohibited; pledging requires Chief Legal Officer approval; as of proxy date, no outstanding pledges for directors or executive officers .
| Ownership Metric | Amount |
|---|---|
| Shares Beneficially Owned | 406,532 |
| Percent of Class | 1.25% |
| Options (Exercisable/Unexercisable) | 0 / 0 |
| RSUs Vesting Within 60 Days of 03/27/2025 | 0 |
| Anti-Hedging Policy | Hedging prohibited; no outstanding pledges disclosed |
Governance Assessment
- Strengths
- Significant operational and lending experience from prior CEO/Chairman roles in community banking—useful for credit and strategy oversight .
- Strong shareholder support in 2025 election, indicating investor acceptance post-merger integration .
- Concerns and RED FLAGS
- Independence: Board determined he is not independent due to Bank employment within last three years; this limits committee eligibility and may affect perceived board objectivity on compensation and risk matters. RED FLAG .
- Compensation overlap: 2024 “All other compensation” of $181,149 tied to employment suggests recent executive status; investors typically prefer clear separation between management and director roles. RED FLAG .
- Committee influence: No ARC or CNG committee membership reduces direct involvement in key oversight areas (audit/risk, pay/governance) .
- Alignment and incentives
- Meaningful ownership (406,532 shares; 1.25%) aligns interests with shareholders .
- Director equity program uses time-vested RSUs; no performance metrics disclosed for director pay, which is typical for non-employee director compensation .
Overall signal: Strong banking domain expertise and share ownership are positives, but lack of independence and recent employment-related compensation warrant closer monitoring of board composition and committee roles to safeguard governance quality .