Joann Yeung

About Joann Yeung

Joann Yeung is Executive Vice President, Principal Accounting Officer of California BanCorp and Chief Accounting Officer of California Bank of Commerce, N.A. (current roles since 2024). She joined the Company in 2021 and leads financial reporting and technical accounting; she previously served as Senior Vice President and Principal Accounting Officer of Southern California Bancorp, and earlier held financial reporting and finance roles at First Choice Bank and Enterprise Bank & Trust; she holds a B.S. in Accounting from USC and is age 50 . During her tenure, BCAL completed a merger of equals (effective July 31, 2024), and the company’s year-to-date profitability improved markedly in 2025 versus 2024, with nine‑month net income of $46.6 million vs. a loss of $11.3 million, and diluted EPS of $1.42 vs. a loss of $0.53, reflecting post‑merger scale benefits and improved operating performance .

Past Roles

External Roles

• Not disclosed for Yeung in the company’s proxy statements .

Fixed Compensation

• Not disclosed for Yeung (not a Named Executive Officer in 2024). The 2025 Summary Compensation Table lists NEOs as Rainer, Shelton, Dolan, Hernandez, and Sa; Yeung is not included .

Performance Compensation

• Management Incentive Plan design (company-wide): annual cash and equity incentives assessed against financial metrics (e.g., pre-tax, pre-provision revenue; return on average assets; asset quality) and non-financial objectives (strategy, risk management). Awards are set and approved by the Compensation, Nominating & Governance (CNG) Committee to align with sustainable financial performance and shareholder value .

No individual target/weighting/payout disclosures for Yeung. Company-wide incentive framework only .

Equity Ownership & Alignment

• Individual beneficial ownership for Yeung is not separately enumerated; the proxy aggregates “directors and executive officers as a group (21),” totaling 4,814,881 shares beneficially owned (14.84% of class), including 25,000 options and 8,348 RSUs vesting within 60 days as of March 27, 2025 .
• Stock ownership guidelines: Executive Chair/CEO at 3x salary; other executive officers at 1x salary (new executives have 3 years to comply). Director guideline is 2x annual cash retainer .
• Anti-hedging/short sale ban; pledging only with pre-approval. As of the proxy date, none of the directors or executive officers had outstanding pledges (reduces alignment risk) .
• Clawback policy: recovery of excess incentive compensation for the three years preceding any required accounting restatement, including gains on equity awards (strengthens pay-for-performance alignment) .

Employment Terms

• Change-in-control (CIC) agreements entered March 26, 2025 with executive officers (which include Yeung as an executive officer): upon qualifying termination without cause or for good reason within 12–24 months post-CIC, lump-sum severance equals the sum of (i) base salary, (ii) average annual bonus for prior three years, and (iii) average value of equity awards for prior three years; for some executives, multiples are 1.5x–2.0x (Dolan/Hernandez explicitly at 2x and 24‑month protection). Pro‑rated current‑year bonus (at maximum metric achievement) and full vesting of equity awards (performance awards at target). Section 280G best‑net cutback applies. CIC agreements expire December 31, 2028 (obligations survive CICs occurring within term) .
• Incentive compensation clawback policy applies to all executive officers .
• Anti‑hedging/pledging restrictions apply (see above) .
• No specific non‑compete/non‑solicit or severance terms for Yeung beyond CIC agreement are disclosed; employment agreements with detailed severance terms are disclosed for certain other executives only .

Vesting Schedules and Insider Selling Pressure

• Plan mechanics: 2019 Omnibus Equity Incentive Plan provides RSUs vesting generally over 1–5 years; stock options expire no later than 10 years; change-of-control can accelerate vesting absent assumption by successor .
• Company equity overhang and vesting cadence:
  • Unvested RSUs declined to 869,115 at 9/30/2025 from 1,211,048 at 9/30/2024; weighted-average grant-date fair values $14.56 vs $13.06. Remaining unrecognized comp expense is ~$9.0 million to be recognized over 2.8 years (implies ongoing issuance/vesting flow that can create modest selling pressure as awards settle) .
  • As of 9/30/2025 there were no unvested RSUs subject to financial performance conditions (awards are time-based, reducing direct pay-for-performance linkage) .

• Company options activity and overhang remain modest; 118,875 options outstanding at 9/30/2025 (2.3 years WAM), with $12k unrecognized comp cost (minimal option-related supply risk) .

Performance & Track Record

• Operating performance (year-to-date):
  • Nine months ended 9/30/2025: Net income $46.636 million; weighted-average diluted shares 32.732 million; diluted EPS $1.42 .
  • Nine months ended 9/30/2024: Net loss $(11.339) million; weighted-average diluted shares 21.579 million; diluted EPS $(0.53) .

• Strategic milestones:

  • Merger of equals with California BanCorp completed July 31, 2024; RSUs from CALB were converted or accelerated consistent with terms, with continuing personnel’s assumed RSUs carrying a 4.0‑year average remaining term as of conversion (complex post‑merger equity integration) .
  • Share repurchase authorization increased to up to 1.6 million shares on May 1, 2025, signaling capital return capacity (89,500 shares repurchased in Q3’25 at $15.22 average) .

• Governance and controls: No material adverse executive integrity disclosures; the proxy states none of the executive officers were involved in bankruptcy or criminal proceedings in the last ten years (credibility positive) .

Compensation Committee Analysis

• CNG Committee (2024–2025) composed entirely of independent directors; empowered to retain external advisors, set incentive plans, approve grants, and oversee executive compensation disclosures (enhances governance quality) .
• Ownership guidelines and clawback policy embedded and enforced at the board level (improves alignment and risk control) .

Investment Implications

• Alignment and retention: Yeung is covered by executive CIC protections implemented March 2025 (double‑trigger severance; equity vests at target on CIC termination), a positive for retention through integration but potentially generous depending on individual multiples not disclosed for her; clawback and anti‑hedging/pledging policies limit misalignment risk .
• Pay-for-performance read‑through: Company RSUs are time‑based (no performance‑conditioned RSUs outstanding as of Q3’25), which moderates direct performance sensitivity of equity awards; incentive plan still references ROAA, asset quality, and PTPP revenue for annual bonus design .
• Supply/overhang: ~869k unvested RSUs with ~$9.0m of expense over ~2.8 years suggests steady vesting flow; options overhang is minimal and largely exercisable/near‑term, limiting incremental selling pressure from options .
• Execution risk: Post‑merger integration (completed July 31, 2024) places added importance on reliable financial reporting and internal control rigor under Yeung’s remit; YTD 2025 profitability inflection vs. 2024 loss underscores operating momentum but raises “comp to comp” considerations (including share count effects and merger accounting) .

Overall, Yeung’s incentives appear primarily time-based equity plus company‑wide annual metrics, with robust CIC protection and governance guardrails. Retention risk is moderated by CIC coverage and ownership policy; trading‑signal risk from insider selling appears limited to standard RSU settlements, as pledging is not utilized and options overhang is small .

S&P Global disclaimer: Any values marked with an asterisk (*) were retrieved from S&P Global and may not include document citations.