Manisha Merchant
About Manisha Merchant
Manisha K. Merchant is Executive Vice President, Chief Legal Officer, and Corporate Secretary of California BanCorp (BCAL). She joined the company in 2022 and is 49 years old . Her responsibilities include leading legal affairs and corporate governance and advising the Board, Executive Chairman, CEO, and senior management; she has previously served as EVP, Deputy General Counsel at Banc of California after roles at Union Bank, Washington Mutual/JPMorgan Chase, and Western Financial/Wachovia . She signs corporate SEC materials as Corporate Secretary, reflecting a central role in governance and disclosure (e.g., 2025 and 2024 proxy statements) . Executive incentive design at BCAL ties to financial and non-financial measures (e.g., pre-tax, pre-provision revenue, asset quality, strategic objectives, risk management) rather than purely discretionary pay, aligning management to sustainable performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California BanCorp / California Bank of Commerce | EVP, Chief Legal Officer and Corporate Secretary | 2022–present | Leads legal affairs and corporate governance; advisor to Board and executive leadership . |
| Banc of California, N.A. | EVP, Deputy General Counsel (2016–2022); SVP, Associate General Counsel (2014–2016) | 2014–2022 | Senior in-house counsel at a publicly traded bank, supporting growth and regulatory compliance . |
| Union Bank | VP, Senior Counsel II | 2009–2014 | Provided legal counsel to a large U.S. banking institution . |
| Washington Mutual / JPMorgan Chase | FVP, Senior Counsel | 2007–2009 | Senior legal counsel through financial crisis integration period . |
| Western Financial Bank / Wachovia Bank | Legal Counsel | 2002–2007 | Banking legal counsel during consolidation era . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Asian Americans Advancing Justice – LA | Board member | 2009–2020 |
Fixed Compensation
- Individual base salary, target bonus, and actual cash bonus for Ms. Merchant are not disclosed; the 2025 proxy only provides detailed compensation tables for Named Executive Officers (NEOs) (Executive Chair, CEO, CFO, President, former COO) . Executive compensation framework for officers generally includes base salary, short‑term incentives via a Management Incentive Plan (MIP), and long‑term equity (RSUs), with benchmarking and CNG Committee oversight .
Performance Compensation
- Program design (applies to executive officers generally): annual bonuses and long-term incentives assessed using both financial and non-financial metrics, including pre-tax, pre-provision revenue, asset quality, strategic objectives, and risk management; CNG Committee reviews performance and market benchmarks annually .
- Clawback: The Board has adopted a Dodd‑Frank compliant clawback policy requiring recovery of incentive compensation linked to restated financials, with 3-year lookback and potential recovery of gains on equity-based awards .
| Metric (MIP/Equity Program) | How It’s Used |
|---|---|
| Pre-tax, pre-provision revenue | Key financial metric for annual incentive outcomes . |
| Asset quality | Risk-sensitive financial measure for incentives . |
| Strategic objectives | Non-financial performance factor . |
| Risk management | Non-financial performance factor . |
Note: Company-wide equity instruments and agreements (RSUs) set vesting schedules and settlement mechanics; individual grant sizes and weighting for Ms. Merchant are not disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines: Executive Chair and CEO expected to hold 3x base salary; other executive officers (including the CLO role) expected to hold 1x base salary, with a 3-year compliance period for new executive officers .
- Anti-hedging and pledging: Directors and executive officers are prohibited from hedging or short sales; pledging is only permitted with CLO approval, and as of the proxy date, BCAL states no outstanding pledges by directors or executive officers .
- Clawback: Recovery of excess incentive compensation linked to restated results; extends to equity-based awards .
- Beneficial ownership: The proxy discloses holdings for directors and NEOs; Ms. Merchant’s individual share count is not listed (not a 2024 or 2025 NEO), and no pledge is disclosed for her .
Employment Terms
- Change-in-control agreements (effective March 26, 2025): BCAL 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, executives receive a lump-sum severance generally equal to the sum of annual base salary, average prior 3-year annual bonus, and average prior 3-year equity grant value (some executives receive 1.5x or 2x that sum); pro‑rated current‑year bonus at maximum; all equity vests at target; 280G best‑net cutback applies (specific multiples for non-NEOs are not disclosed individually) .
- Company equity plan and RSU terms: RSUs typically vest over 2–5 years; plan allows acceleration or substitution upon change in control and prohibits repricing options/SARs without shareholder approval; settlement subject to tax withholding (including share withholding mechanics) .
- Insider trading policy: Company maintains a policy governing insider trading and tipping; governance documents available; Ms. Merchant, as CLO/Corporate Secretary, is positioned as a control point for policy administration .
- Related party transactions policy oversight: Directors and executive officers must inform the Chief Legal Officer of potential related party transactions, with the CNG Committee reviewing for fairness and conflicts; this situates the CLO as a key control owner for related party risk .
Performance & Track Record (governance signals)
- Governance leadership and filings: Ms. Merchant signed merger approval certificates and corporate governance documents, reflecting a central role in legal execution of the SCB–CALB merger of equals (now California BanCorp) and control of governance documentation .
- Section 16 compliance: Proxy disclosures on delinquent Section 16(a) reports in 2024 and 2025 did not list Ms. Merchant among late filers (mentions related to other individuals), indicating no flagged reporting issues for her .
- Director/committee governance framework (context for her role): CNG and Audit & Risk Committees are fully independent; stock ownership guidelines, anti-hedging/pledging, and clawback policies are in place and enforced .
Risk Indicators & Red Flags
- Hedging/pledging: No outstanding pledges by executives (including CLO) as of the proxy date; hedging prohibited .
- Related parties: Transactions are reviewed under a formal policy with CLO notification and CNG oversight; no adverse related party issues disclosed pertaining to Ms. Merchant .
- Clawback readiness: Policy in place and linked to SEC/Nasdaq rules; equity gains recoverable after restatement .
- Late insider reports: No mention of Ms. Merchant in delinquent Section 16 disclosures for 2024/2025 .
Expertise & Qualifications
- Education: B.A. in Criminology, Law, and Society (UC Irvine); J.D. and MBA (University of Connecticut); licensed to practice law in California .
- Technical/legal expertise: Nearly 25 years in-house banking legal experience across top institutions (Banc of California, Union Bank, JPMorgan Chase, Wachovia), supporting regulated financial services, M&A, and governance .
- Board/Community: Prior board member of Asian Americans Advancing Justice – LA (2009–2020) .
Employment & Contracts (additional governance)
- Policies and charters: Independent committee charters and governance documents available; Board oversight of risk, cybersecurity, and ERM via Audit & Risk Committee, with legal oversight interfacing through CLO .
Investment Implications
- Pay-performance alignment: Although individual pay detail for Ms. Merchant is not disclosed, BCAL’s framework emphasizes financial (pre-tax, pre-provision revenue; asset quality) and non-financial (strategy, risk) metrics, with clawback, ownership guidelines, and anti‑hedging/pledging—supportive of shareholder alignment and compliance culture led by CLO .
- Retention and change-of-control risk: Newly implemented change‑in‑control agreements for executive officers (including the CLO role) reduce near‑term retention risk through explicit severance, accelerated vesting at target, and pro‑rated bonuses, but could modestly increase potential transaction costs in a sale scenario; specific multiples for non‑NEOs are not disclosed .
- Trading/selling pressure: Anti‑hedging and no outstanding pledges reduce forced‑selling risk; RSU settlement allows tax share‑withholding, which may appear as mechanical share dispositions without signaling bearish intent .
- Governance execution: Ms. Merchant’s central role in merger documentation and governance processes (Corporate Secretary signatory) and as the control owner for related party notifications supports disciplined compliance and disclosure—positive for regulatory and integration execution risk .