Kevin Cullen
About Kevin J. Cullen
Kevin J. Cullen (age 58) is an independent director of California BanCorp (BCAL) and Chair of the Compensation, Nominating and Governance (CNG) Committee; he also serves on the Audit and Risk Committee (ARC) and is designated an “audit committee financial expert.” He joined the BCAL board in 2024 via the merger, having been a founding director of California BanCorp (CALB) and California Bank of Commerce since 2007, and holds a Bachelor’s degree in Liberal Arts (English emphasis) from University of the Pacific . The board classifies Cullen as independent under Nasdaq and SEC rules (independence excludes Rainer, Shelton, Di Tomaso, Williams) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDC Vacuum | CFO & co-owner | 1998–2008 | Manufacturing finance/operator background |
| Guarantee Glass, Inc. | CFO | 2008–2012 | Subcontractor finance leadership |
| California BanCorp (CALB) & California Bank of Commerce | Founding director | 2007–present | Long-standing board experience pre-merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olson & Company Steel, Inc. | CFO & co-owner | 2013–present | Construction sector finance; potential insight into SME customers |
| Steel Bar Fresno | Director | Not disclosed | Governance role in related steel industry entity |
| California Steel Captive | Director | Not disclosed | Governance experience in captive insurance context |
Board Governance
- Committee assignments: Chair, CNG Committee; Member, ARC; audit committee financial expert designation .
- Independence: Board identifies Cullen as independent (with noted non-independent exceptions); 8 of 12 directors are independent; committee chairs and members are 100% independent .
- Attendance and engagement: Board met 22 times in 2024; ARC met 12 times; CNG met 13 times; each director attended at least 75% of Board and committee meetings. Independent director sessions held regularly; 8 of 9 then-current directors attended the 2024 annual meeting .
- Lead Independent Director: Stephen A. Cortese serves as Lead Director (not Cullen) .
- Risk oversight: ARC oversees financial reporting, internal controls, audit, and significant risk (including cybersecurity); reports to the full Board .
Fixed Compensation
- Director compensation program adjusted post-merger (effective Aug 8, 2024) using peer benchmarking of banks comparable in size; annual retainer increased and split between cash and equity .
| Compensation Element | Previous | Current | Notes |
|---|---|---|---|
| Annual Retainer | $84,000.00 | $110,000.00 (50% cash, 50% equity RSUs) | RSUs generally vest on the one-year anniversary; accelerated on change-in-control, death/disability, or qualifying termination |
| Committee Chair – Audit & Risk | $24,000.00 | $24,000.00 | Cash; monthly $2,000 chair fee |
| Committee Chair – CNG | $24,000.00 | $24,000.00 | Cash; monthly $2,000 chair fee |
| Lead Director | $2,000/month | $2,000/month | Cash |
- 2024 actual director compensation for Cullen:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Kevin J. Cullen | 32,917 | 45,837 | — | 78,754 |
Performance Compensation
- RSU grant and vesting details (non-employee director awards; time-based vesting):
| Item | Detail |
|---|---|
| 2024 RSUs granted to Cullen (number) | 3,146 shares |
| Unvested RSUs outstanding (12/31/2024) | 5,370 shares |
| RSU grant date (2024 cycle) | February 1, 2024 (non-employee directors) |
| Vesting date (2024 cycle) | January 4, 2025 (vested in full) |
| Grant-date fair value (2024 stock awards) | $45,837 |
| Ongoing equity structure | RSUs vest on one-year anniversary of grant; annual grants following the annual meeting; subject to acceleration for change-in-control/death/disability |
No director performance metrics (e.g., revenue/EBITDA/TSR hurdles) are disclosed for non-employee director RSU grants; awards are time-based .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Steel Bar Fresno | Private (not disclosed as public) | Director | Potential banking relationship; no related-party transaction disclosed in 2024 CNG review |
| California Steel Captive | Private (not disclosed as public) | Director | Potential insurance/financial services interface; no related-party transaction disclosed |
| Olson & Company Steel, Inc. | Private | CFO & co-owner | Could be a bank customer/vendor; Related Party Transaction Policy applies; no transaction requiring disclosure noted |
Expertise & Qualifications
- CFO/operator experience across construction and manufacturing SMEs; designated audit committee financial expert; brings financial sophistication and small/medium enterprise insight to credit and governance matters .
- Education: Bachelor’s in Liberal Arts, English emphasis, University of the Pacific .
Equity Ownership
| Holder | Beneficial Shares | Options Exercisable within 60 Days | RSUs Vesting within 60 Days | Percent of Class |
|---|---|---|---|---|
| Kevin J. Cullen | 78,907 | — | — | 0.24% |
- Additional equity detail: Unvested RSUs outstanding as of 12/31/2024 were 5,370 (vested Jan 4, 2025) .
- Ownership guidelines: Non-employee directors must hold stock equal to at least 2x their annual cash retainer; compliance within five years of appointment/election. Compliance status for Cullen not explicitly disclosed .
- Anti-hedging and pledging: Hedging and short sales prohibited; pledging requires CLO approval; no outstanding pledges by directors/officers as of proxy date .
Governance Assessment
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Strengths
- Independent director; chairs CNG and serves on ARC; audit committee financial expert designation supports oversight quality .
- Robust engagement: ARC (12 meetings) and CNG (13 meetings) activity; Board met 22 times with directors meeting ≥75% attendance thresholds .
- Director pay structure balanced between cash and equity; peer benchmarking post-merger; RSUs encourage ownership alignment via time-based vesting .
-
Potential Risks / RED FLAGS to monitor
- External operating role and ownership in Olson & Company Steel and directorships in steel entities may create perceived conflicts if any banking relationships exist; however, the Company’s Related Party Transaction Policy requires CNG approval and 2024 disclosures note no related person transactions for CNG members .
- Board composition changes (e.g., Richard Martin’s August 2025 resignation; Board size reduced to 11) warrant ongoing monitoring of committee capacity/independence mix though no disagreement was reported .
- Director ownership guideline compliance for Cullen not explicitly confirmed; investors may prefer disclosure of progress toward the 2x cash retainer guideline .
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Overall
- Cullen’s deep SME finance/operator background and dual committee roles strengthen pay governance and risk oversight. Current disclosures indicate independence, no pledging, and no related-party transactions requiring disclosure, supporting investor confidence .