Frank Muller
About Frank Muller
Frank L. Muller (age 68) is an independent director of California BanCorp (BCAL) who joined the BCAL board in 2024 following the 2024 merger; he previously served on California BanCorp/California Bank of Commerce’s board since 2020. He is the owner of M Three Ranches, LLC and formerly co‑owned and served as President/CFO of Muller Ranch, LLC; he holds a B.S. in Agriculture & Managerial Economics from UC Davis . Years of service on the current BCAL board: since 2024; independence: yes (BCAL’s board determined all directors other than Rainer, Shelton, Di Tomaso, Williams are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Muller Ranch, LLC | Co-owner, President & CFO | 1979–2019 | Built and operated farming/consulting business; core ag operations leadership |
| M Three Ranches, LLC | Owner | Jan 2020–present | Farming and consulting; Central Valley insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Coast Producer (ag canning/packaging cooperative) | Director; Chairman | Director since 1990; Chairman for past 15 years | Long-running chair role; supply chain/operations governance in ag sector |
| California Department of Food and Agriculture | Board member | 2018–2019 | Sector policy exposure |
| Federal Crop Insurance Corporation | Board member | Not dated | Risk management/policy experience |
Board Governance
- Committee assignments: none listed for Muller; not a member/chair of Compensation, Nominating and Governance (CNG) or Audit and Risk (ARC) committees .
- Independence: independent director under Nasdaq/SEC standards .
- Attendance: BCAL held 22 board meetings in 2024; each director attended at least 75% of board and committee meetings, with independent director sessions held regularly .
- Board composition context: 8 of 12 directors are independent; CNG and ARC fully independent; average director age 63; average tenure 4 years .
- Lead Independent Director: Stephen A. Cortese (post-merger), ensuring independent oversight .
Fixed Compensation
| Component | Details | Source |
|---|---|---|
| Annual retainer structure (effective Aug 8, 2024) | $110,000 per director, payable 50% cash / 50% equity (RSUs); RSUs granted at ~$55,000 fair value with vesting May 30, 2025; committee/lead director chair fees $2,000/month (cash); RSUs generally vest after one year with certain accelerations | |
| 2024 actual – Cash fees | $22,917 (pro rata given appointment timing) | |
| 2024 actual – Stock awards (grant-date fair value) | $45,837 | |
| 2024 actual – All other compensation | $0 | |
| 2024 total director compensation | $68,754 |
Performance Compensation
| Metric Category | Terms | Disclosed Metrics |
|---|---|---|
| Director equity awards (RSUs) | Time-based vesting; annual grants following the annual meeting; vest generally over 1 year (with change-in-control/death/disability accelerations) | No performance-based metrics tied to director compensation disclosed |
BCAL’s director program is cash + time-vested RSUs; performance conditions are applied to executives (via the Management Incentive Plan), not to directors .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Pacific Coast Producer | Cooperative (private) | Director; Chairman | Sector adjacency to BCAL’s clients in ag supply chain; no related-party transactions disclosed tied to Muller – |
| CA Dept. of Food & Agriculture | Government board | Member | Policy exposure; no related-party transactions disclosed – |
| Federal Crop Insurance Corporation | Government board | Member | Insurance/risk policy; no related-party transactions disclosed – |
Expertise & Qualifications
- Core sector expertise: Agriculture operations, finance, supply chain in California’s Central Valley; cooperative governance; crop insurance/risk .
- Board qualification emphasis: Operational leadership and regional industry knowledge (agriculture) applicable to BCAL’s commercial banking focus .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 27,537 | As of record date Mar 27, 2025 |
| Ownership % of shares outstanding | 0.08% | 32,402,140 shares outstanding |
| RSUs vesting within 60 days | 0 | None listed for Muller within 60 days |
| Unvested RSUs outstanding (Dec 31, 2024) | 5,370 | RSU count; options outstanding: none |
| Options – exercisable/unexercisable | 0 / 0 | No options outstanding |
| Pledging/Hedging | Hedging prohibited; pledging only with prior approval; company states no outstanding pledges by directors/officers as of proxy date | |
| Stock ownership guidelines | Non-employee directors: ≥2× annual cash retainer within 5 years of election/appointment | Compliance status not disclosed per individual |
Governance Assessment
- Board effectiveness: Muller adds deep agricultural operations and regional market insight useful for BCAL’s commercial/ag lending footprint; his long tenure and chair role at Pacific Coast Producer indicate strong governance experience .
- Independence/engagement: Independent status and satisfactory attendance support investor confidence; not serving on ARC/CNG limits direct influence on audit/compensation oversight but reduces conflict exposure .
- Compensation alignment: Director pay mix is balanced cash + equity; time-based RSUs align with shareholder value without encouraging short-term risk; no performance metrics for directors is standard practice .
- Conflicts/related-party: No Muller-specific related-party transactions disclosed; BCAL’s related-party policy and Regulation O processes apply; banking transactions with directors occur on market terms; current disclosures note no problematic related-party loans –.
- RED FLAGS: None identified tied to Muller. No Section 16(a) delinquencies noted for him; anti-hedging/pledging policy in place; no legal/bankruptcy issues disclosed for directors .
Implication: Muller’s profile suggests sector-specialist value with low conflict risk; lack of committee roles reduces governance leverage but also limits potential conflicts. Equity ownership is modest in absolute/percent terms; continued accumulation toward guideline levels would strengthen alignment .