Lester Machado
About Lester Machado
Independent director of California BanCorp (BCAL), age 69, serving since 2001. A career Oral & Maxillofacial Surgeon (1990–2021), he chaired Maxillofacial Surgery divisions at Rady Children’s Hospital and Scripps Mercy Hospital, is a Fellow of the Royal College of Surgeons of Edinburgh, and currently is an owner/partner in arts and viticulture ventures; education includes UC Davis (BA), University of the Pacific (DDS), and Hahnemann University (MD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (San Diego) | Oral & Maxillofacial Surgeon | 1990–2021 | Led complex surgical practice; hospital leadership |
| Rady Children’s Hospital | Chairman, Division of Maxillofacial Surgery | 2005–2020 | Oversight of surgical standards and operations |
| Scripps Mercy Hospital | Chairman, Division of Maxillofacial Surgery | 2000–2021 | Division leadership and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lester Machado Fine Art | Owner | 2018–present | Fine art venture |
| Gribardo Vineyards | Partner | 2017–present | Northern California wine grapes |
| San Diego Museum of Art | Trustee | Current (not dated) | Cultural institution governance |
| San Diego Dental Society; San Diego Dental Foundation; Coming Together Foundation; Climate Action Campaign | Director (prior) | Not disclosed | Prior governance roles |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director per Nasdaq/SEC standards |
| Board tenure | Director since 2001 |
| Committee assignments (current) | Audit & Risk Committee (member) ; Compensation, Nominating & Governance (member) |
| Committee chair roles (historical) | Chair, Compensation, Nominating & Governance Committee in 2024 (pre-merger); current Chair is Kevin J. Cullen |
| Lead Independent Director | Stephen A. Cortese |
| Board meeting cadence & attendance | 22 board meetings in 2024; each director attended ≥75% of board and committee meetings; independent director executive sessions held regularly/as needed |
| ARC cadence | Audit & Risk Committee met 12 times in 2024 |
| CNG cadence | CNG Committee met 13 times in 2024 |
| Clawback & governance policies | Exchange Act Section 10D-compliant clawback; Code of Conduct; Related Party Transaction Policy; stock ownership guidelines |
Fixed Compensation
| 2024 Director Compensation ($) | Cash Fees | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Dr. Lester Machado | $64,917 | $81,840 | $1,424 | $148,181 |
| Director Program Elements (effective Aug 8, 2024) | Amount/Terms | Effective/Notes |
|---|---|---|
| Annual retainer | $110,000; payable 50% cash, 50% equity | Approved Aug 8, 2024 |
| RSU annual grant value | $55,000; RSUs vest on May 30, 2025 (for grants post-annual meeting) | Annual; one-year vesting, with acceleration on change-in-control, death/disability or qualifying termination |
| Chair fees | $2,000/month for Board/Bank committee chairs | Cash |
| Lead Independent Director fee | $2,000/month | Cash |
Performance Compensation
| Metric/Structure | Disclosure |
|---|---|
| Performance metrics tied to director equity (e.g., TSR, ROA/ROE, ESG goals) | None disclosed; director equity is time-based RSUs with standard change-in-control/death/disability accelerations |
| 2024 Equity Awards and Vesting (Director) | Grant Date | Units/Shares | Vesting |
|---|---|---|---|
| RSUs granted to Dr. Machado | Feb 1, 2024 | 5,385 | Vested Jan 4, 2025 |
| Options outstanding (director) | N/A | 7,500 (fully vested/exercisable) | Strike/expiration not disclosed |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Dr. Machado .
- Compensation committee interlocks: In 2024, CNG consisted of independent directors; no related person transaction conflicts disclosed; Dr. Machado served as Chairman in 2024 (pre-merger) .
- Castle Creek investor rights: Board seat rights exist for Castle Creek’s representative (David Volk), separate from Dr. Machado .
Expertise & Qualifications
- Clinical and administrative leadership in healthcare (division chair roles at major hospitals) .
- Governance experience across non-profit and civic organizations .
- Fellow of the Royal College of Surgeons of Edinburgh; advanced medical/dental training (DDS, MD) .
- Long-tenured BCAL/Bank founding director, contributing continuity and stakeholder perspective since 2001 .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares owned directly | 56,861 |
| Exercisable options (within 60 days) | 7,500 |
| Unvested RSUs outstanding (12/31/2024) | 5,385 |
| Total beneficial ownership (SEC definition) | 64,361 |
| Ownership as % of shares outstanding | 0.20% |
| Shares pledged as collateral | None outstanding as of proxy; pledging requires approval under insider policy |
| Anti-hedging | Directors/executives prohibited from hedging and short sales |
| Director stock ownership guidelines | ≥2x annual cash retainer; 5-year compliance window for new directors |
| Compliance status vs guideline | Not disclosed in proxy |
Related-Party Exposure and Policies
- Policy: All related party transactions >$120,000 reviewed by CNG for fairness and independence; loans to directors must comply with Regulation O; as of proxy, no related party loans were nonaccrual/past due/restructured or potential problem loans .
- Specific to Dr. Machado: No related party transactions disclosed involving Dr. Machado .
Additional Governance Signals
- Section 16 compliance: Company noted delinquent filings for three individuals (Liska, Rainer, Wirfel); Dr. Machado not among those listed for 2024 .
- Audit oversight: ARC comprises independent directors; financial experts designated (Klein, Armanino, Cullen, Martin) with Machado as a member; ARC met 12 times in 2024 .
- Independent director oversight: Lead Independent Director role established (Cortese) with defined responsibilities for executive sessions, agendas, and shareholder liaison .
Governance Assessment
-
Strengths
- Independence and deep tenure provide institutional knowledge; current service on ARC and CNG supports robust oversight of financial reporting, risk, and pay/governance .
- Prior CNG Chair experience (2024) is a positive signal for pay-for-performance discipline and nomination rigor during the merger integration .
- Attendance: Board/committee cadence was high in 2024 (22 board; 12 ARC; 13 CNG), with each director meeting ≥75% threshold; independent executive sessions add oversight quality .
- Ownership alignment structures exist (RSU grants; ownership guidelines; clawback; anti-hedging/pledging) that mitigate agency risk .
-
Potential Risks / RED FLAGS to monitor
- No explicit disclosure of compliance vs director ownership guideline (2x cash retainer); monitor progress to guideline over time .
- Outside business interests (fine art, vineyards) are unrelated to banking and no transactions disclosed, but continued monitoring for any related-party dealings is prudent under Reg O and the related-party policy .
- Board investor-rights dynamic via Castle Creek (Volk) is not a conflict for Machado but should be balanced within CNG nomination processes .
-
Compensation structure implications
- Director pay increased post-merger (retainer to $110k with larger equity component), aligning with scale/asset growth; Machado’s 2024 mix skewed toward equity (RSUs), which supports alignment but lacks performance conditions (time-based vesting) .
Overall, Dr. Machado’s independence, committee roles, and prior chair experience are supportive of board effectiveness. Lack of disclosed ownership guideline compliance status and purely time-based director equity are neutral signals; no conflicts or pledging were disclosed as of the proxy, and attendance thresholds were met .