Martin Liska
About Martin Liska
Martin Liska, 57, is Executive Vice President and Chief Risk Officer (CRO) of California Bank of Commerce, N.A. (a wholly owned subsidiary of California BanCorp) since 2020, responsible for enterprise risk strategy, oversight, and supervision of risk mitigation and identification processes . He holds a bachelor’s degree in Organizational Management from the University of La Verne and is a U.S. Army veteran . The company’s executive incentive framework ties bonuses primarily to objective financial and risk outcomes (e.g., pre-tax, pre-provision revenue, asset quality, and ROAA), under a Management Incentive Plan with a formal clawback overlay, aligning compensation with sustainable performance and risk management discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Preferred Bank (Nasdaq: PFCB) | Chief Risk Officer | 2017–2020 | Led enterprise risk management as CRO |
| California United Bank (Nasdaq: CUNB) | SVP, BSA Officer | 2016–2017 | Oversaw BSA/AML compliance program |
| State Bank of India, California | VP, BSA/AML Officer | 2013–2016 | Led AML and sanctions compliance |
| Las Vegas Sands Corp. (NYSE: LVS) | AML Director | 2012–2013 | Directed AML program for global gaming operator |
| City National Bank | VP, Operations and Compliance Risk Manager | 2005–2012 | Managed operational and compliance risk |
| Federal Reserve Bank | Bank examiner and multiple roles | 1991–2005 | Prudential supervision experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACAMS, U.S.A. Southern California Chapter | Founding Member, Executive Board Member, Secretary | 2011–2018 | Helped establish regional AML professional standards/community |
Fixed Compensation
- Not disclosed individually for Liska (he was not a Named Executive Officer in the 2024 Summary Compensation Table). The company’s program comprises base salary, annual bonus (short-term), and equity (long-term), with executive bonuses primarily tied to ROAA, pre-tax pre-provision revenue, asset quality, and strategic/risk goals under the Management Incentive Plan .
Performance Compensation
- Annual incentive plan design (company-wide for executive officers):
- Metrics: pre-tax, pre-provision revenue; asset quality; ROAA; strategic objectives; risk management .
- Governance: CNG Committee sets targets; plan subject to clawback and Section 409A/recoupment provisions in the Management Incentive Plan .
- No executive-specific target/actual bonus metrics, weightings, or Liska equity grant details were disclosed individually for 2024 (only NEOs were itemized) .
Equity Ownership & Alignment
| Topic | Detail | Evidence |
|---|---|---|
| Individual beneficial ownership | Not itemized for Liska in the 2025 proxy; NEOs and directors listed individually . | |
| Known share movement | Company disclosed an inadvertent late Form 4 by Liska for a transfer of 16,054 shares from himself individually to his trust (administrative timing lapse) . | |
| Group ownership | Directors and executive officers as a group (21) beneficially owned 4,814,881 shares (14.84%); includes six additional executive officers totaling 101,419 shares . | |
| Anti-hedging | Executives are prohibited from hedging; short sales/speculative trades are prohibited . | |
| Pledging | Pledging requires pre-approval; the company stated no outstanding pledges by directors or executive officers as of the proxy date . | |
| Ownership guidelines | Other executive officers are expected to hold stock equal to at least 1x base salary (CEO/Executive Chair 3x; directors 2x); new executives expected to comply within three years . | |
| Vesting tenor (general practice) | RSUs typically vest ratably over two to five years (company disclosure) . |
Note: RSU/option holdings and vesting schedules were disclosed for NEOs, not individually for Liska; however, the company-wide practice and anti-hedging/pledging status apply to all executive officers .
Employment Terms
| Provision | Liska Status | Evidence |
|---|---|---|
| Executive status | Listed among current executive officers as EVP, CRO (age 57) . | |
| Change-of-control (CIC) protection | On March 26, 2025, the company entered CIC agreements with executive officers (which would include the CRO). If terminated without cause or for good reason within 12–24 months post-CIC (period varies by role), lump-sum severance equals the sum (or in some instances 1.5x or 2x the sum) of: annual base salary + average annual bonus (prior 3 years) + average value of equity awards granted (prior 3 years); pro-rated current-year bonus at maximum; all equity vests (performance at target); 280G best-net cutback; release required; agreements expire Dec 31, 2028 (obligations survive for CICs within term) . | |
| Clawback | Company-wide compensation clawback policy aligned with SEC/Nasdaq rules; applies to incentive compensation paid on misstated results and gains realized on equity; 3-year lookback from restatement; also embedded in the Management Incentive Plan . | |
| Insider trading controls | Robust policy with blackout periods, trading plan rules, and tipping prohibitions . | |
| Legal/disciplinary | Company disclosed no bankruptcy or criminal proceedings for its executive officers in the last ten years . |
Performance & Track Record
- Role scope: As CRO since 2020, Liska is responsible for risk strategy and operations, including supervision of risk mitigation and identification procedures .
- Executive compensation framework emphasizes asset quality and risk outcomes in short-term incentives, reinforcing the risk-management mandate across the leadership team .
- No executive-specific (CRO) performance scorecards, targets, or payouts were itemized for 2024; NEO disclosure focused on Executive Chair, CEO, CFO/CSO, President, and former COO .
Compensation Committee, Governance, and Policies
- CNG Committee responsibilities include executive pay decisions, incentive plan approvals, and consultant engagement authority .
- Stock ownership guidelines and clawback policy are in force as noted above .
- Related-party transaction policy requires CNG review/approval and restricts employee loans; Regulation O applies to director-related lending; no officer loans are permitted .
- Anti-hedging policy in place; no outstanding pledges as of the proxy date .
Investment Implications
- Alignment/retention: The combination of ownership guidelines (1x salary for executive officers), anti-hedging and no pledging, and a robust clawback framework supports alignment of risk-taking with shareholder interests; CIC agreements provide retention protection through change events while employing a best-net cutback to mitigate excessive parachute payments .
- Disclosure gaps: Liska was not a Named Executive Officer for 2024, so base salary, bonus targets/outcomes, and individual equity grant details were not disclosed—limiting a granular pay-for-performance assessment at the CRO level .
- Trading signals: The company flagged a late Form 4 by Liska for a transfer of 16,054 shares to his trust (administrative timing lapse). No outstanding pledges and anti-hedging prohibitions reduce hedging/pledging risk signals; lack of frequent Form 4 sale data in proxy limits insight into potential vesting-driven selling pressure for the CRO .
- Execution risk: Given the CRO remit and the firm’s incentive emphasis on asset quality and risk, monitoring credit trends and capital protection metrics alongside any future CRO-related incentive disclosures would sharpen the linkage between risk outcomes and incentive payouts over time .