Jean Carandang

About Jean Carandang

Jean Carandang, 60, is Executive Vice President and Chief Financial Officer of California Bank of Commerce, N.A. (the Bank). She joined the Company in 2022 and leads FP&A, accounting, treasury, and capital management. She is a CPA and holds a B.S. in Accounting from California State University, Los Angeles . For context during her tenure, the Company reported strong Q4 2024 profitability and margin performance following the July 2024 merger close .

Company performance context:

Past Roles

External Roles

• None disclosed in Company filings .

Fixed Compensation

• Individual base salary, target bonus, and actual bonus for Ms. Carandang are not disclosed (she is an executive officer of the Bank but not a Named Executive Officer in the proxy tables) .
• Program structure: management uses a base-salary framework benchmarked to peers and market studies; base pay typically targets mid-to-high range for the role .

Performance Compensation

The Company’s Management Incentive Plan (MIP) for certain executive officers ties incentives to both financial and non-financial goals; while Ms. Carandang’s specific targets are not disclosed, the plan uses the following performance constructs:

Notes:

• The CNG Committee evaluates and approves incentive plans and individual awards; performance assessment includes quantitative and qualitative factors .
• Equity plan mechanics come from the 2019 Omnibus Equity Compensation Plan; RSUs are the primary vehicle and can accelerate upon certain terminating events unless assumed by a successor .

Equity Ownership & Alignment

• Beneficial ownership for Ms. Carandang is not listed in the proxy’s ownership table (it includes directors and Named Executive Officers only) .
• Stock ownership guidelines: CEO and Executive Chair = 3x base salary; other executive officers (which includes the Bank CFO) = 1x base salary, with 3 years to achieve for new executives .
• Clawback policy: Company will seek recovery of excess incentive compensation based on financial restatements for the prior three years; can also recover gains on equity awards, consistent with SEC/Nasdaq rules .
• Anti-hedging/pledging: Hedging and short sales are prohibited; pledging requires CLO approval. As of the proxy, the Company is not aware of any outstanding pledges by directors or executive officers .
• Insider trading policy applies to all directors, executive officers and employees .

Implications for selling pressure and alignment:

• The 1x salary ownership guideline for other executive officers promotes longer-term equity holding and may temper discretionary selling .
• Prohibition on hedging and lack of known pledging reduce misalignment and leverage-related sell risk .
• RSUs typically vest over multi-year schedules (2–5 years), creating sustained retention incentives; acceleration can occur upon specified terminating events/change-in-control treatment subject to plan terms .

Employment Terms

• Executive Officer status: Ms. Carandang is listed among the Company’s executive officers (EVP, CFO of the Bank) .
• Change-in-control agreements: On March 26, 2025, the Company entered into change-in-control agreements with its executive officers. If terminated without cause or resigning for good reason within 12 (in some cases 18 or 24) months post-change-in-control, an executive receives a lump sum equal to base salary + average bonus + average equity award value (with some executives entitled to 1.5x or 2x that sum), pro‑rated current-year bonus at maximum, and full vesting of equity awards at target for performance-based awards. Agreements include 280G “best-net cutback” and require a release of claims; they expire 12/31/2028 but survive for CICs occurring during the term .
• Equity plan/CIC: Under the omnibus equity plan, awards may fully vest upon certain terminating events unless assumed or replaced by a successor; the committee can cash-out options if in-the-money; plan terminates 11/19/2029 .
• Stock ownership guidelines, anti-hedging, and clawback policies described above apply to executive officers .

Investment Implications

• Pay-for-performance alignment: Incentives for executive officers are anchored to profitability (pre‑tax, pre‑provision), asset quality, strategy, and risk control—appropriate levers for a bank CFO. The clawback and ownership guidelines further align outcomes with long-term shareholder value .
• Retention risk: Multi-year RSU vesting and CIC protection for executive officers reduce near-term flight risk; however, CIC acceleration features could bring forward equity recognition if a transaction occurs .
• Insider selling pressure: With anti‑hedging, no known pledging, and ownership requirements, structural pressure to sell appears limited outside of routine tax or vest-driven activity; individual holdings for Ms. Carandang are not disclosed, so position sizing cannot be assessed .
• Execution track record: Ms. Carandang’s CFO roles across multiple institutions (Suncrest, Simplicity) and leadership over treasury, capital, and FP&A support post‑merger integration and balance sheet optimization; the Company’s Q4 2024 profitability (ROA 1.60%) and margin (NIM 4.61%) post‑merger provide supportive context for finance leadership execution .