Michele Wirfel

About Michele Wirfel

Michele Wirfel is Executive Vice President and Chief Operating Officer of California BanCorp (BCAL) and California Bank of Commerce, N.A., appointed September 20, 2024; she reports to CEO Steven Shelton and is based out of Walnut Creek . She has 30+ years of commercial banking experience spanning credit, relationship management, organizational process, and administration; she joined California Bank of Commerce in 2007 and previously served as Chief Banking Officer (2018–July 2024) and Chief Administrative Officer (Aug–Sept 2024) before promotion to COO; she holds a B.S. in Business Administration and Finance from California State University, Chico and is 57 years old . For context on recent company performance around her appointment, BCAL reported Q4 2024 net income of $16.8 million, ROAA of 1.60%, net interest margin of 4.61%, and tangible book value per share of $11.71; full‑year 2024 net income was $5.4 million and NIM was 4.28% .

Past Roles

External Roles

• Not disclosed in company filings reviewed.

Fixed Compensation

• Individual base salary, target bonus, and actual bonus paid for Ms. Wirfel were not disclosed. The company states executive base pay is set mid-to-high range for role and market, with annual bonuses primarily tied to ROAA and asset quality under a Management Incentive Plan .

Performance Compensation

• BCAL’s Management Incentive Plan evaluates executives on a mix of financial and non-financial metrics; disclosed financial metrics include pre-tax, pre-provision revenue and asset quality; non-financial include strategic objectives and risk management. Specific metric weightings, targets, and payouts for Ms. Wirfel were not disclosed .

Equity Ownership & Alignment

• Stock ownership guidelines: Executive Chair/CEO 3x salary; other executive officers (including COO) 1x base salary, with a 3-year window for new executive officers to reach compliance .
• Clawback: Policy requires recovery of excess incentive compensation upon an accounting restatement within a 3-year lookback; also allows recovery of gains on equity awards; adopted to comply with SEC and Nasdaq rules .
• Anti-hedging/pledging: Hedging and short sales prohibited; pledging may be permitted with pre-approval; as of the proxy date, the company states to its knowledge no directors or executive officers had outstanding pledges of company stock .
• Beneficial ownership: The proxy details directors and Named Executive Officers, but does not provide a standalone beneficial ownership figure for Ms. Wirfel; aggregate ownership for directors and executive officers (21 individuals) was 4,814,881 shares (14.84%) as of March 27, 2025 .
• Vesting cadence and supply overhang: Restricted stock units typically vest ratably over two to five years; RSUs assumed from CALB into BCAL at merger had a weighted average remaining term of ~4 years (range: two months to 5 years), implying ongoing vesting events that can create periodic selling pressure (companywide, not Ms. Wirfel-specific) .

Employment Terms

• Appointment: Promoted to EVP, Chief Operating Officer effective September 20, 2024, with no special arrangements or related-party interests tied to her selection; no family relationships with directors/executives; reports to CEO Steven Shelton .
• Change‑in‑Control (CIC) protection: On March 26, 2025, the company entered into CIC agreements with its executive officers (which includes the COO). If an executive is terminated by the company without cause or resigns for good reason within a defined period following a change in control, the agreement provides a lump-sum severance generally equal to the sum of base salary, average annual bonus (prior 3 years), and average equity award value (prior 3 years); in some cases the multiple is 1.5x or 2x and the protection period ranges 12/18/24 months (company specified 24 months and 2x for certain executives, namely the CFO and President). All such payments require a release of claims and include 280G best‑net cutback; equity awards vest at target for performance awards upon qualifying CIC termination .
• Non-compete / non-solicit / garden leave: Not disclosed in reviewed filings for Ms. Wirfel.

Risk Indicators & Red Flags

• Section 16(a) compliance: The proxy notes Ms. Wirfel inadvertently failed to timely file a Form 3 upon her appointment as COO; the company states other Section 16 filings for 2024 were met aside from specified exceptions .
• Related party transactions: The company’s policy requires CNG Committee review; Ms. Wirfel had no direct or indirect material interest in transactions requiring Item 404(a) disclosure in connection with her appointment .

Vesting Schedules and Insider Selling Pressure

• Typical executive RSU vesting at BCAL is 2–5 years ratable; RSUs assumed from CALB have a weighted average remaining vesting term of ~4 years post-merger (range two months to 5 years), suggesting continuing, staggered vesting events through that window which can impact supply (companywide, not Ms. Wirfel‑specific) .

Performance & Track Record (Company context)

• Q4 2024 (first full quarter post-merger): Net income $16.8m; NIM 4.61%; ROAA 1.60%; TBV/share $11.71; brokered deposits reduced to $121.1m; cost of funds fell to 1.99% .
• 2024 full year: Net income $5.4m, impacted by merger-related CECL day‑one provision and expenses; NIM 4.28%; total assets $4.03b; total deposits $3.40b .
• Note: These are firm‑level metrics and not solely attributable to any one executive.

Compensation Structure Analysis

• Pay mix and risk: Program emphasizes at‑risk pay tied to financial performance (ROAA, asset quality; pre‑tax, pre‑provision revenue) complemented by strategic and risk objectives; clawback in place; anti‑hedging and generally no pledging observed as of proxy date, supporting alignment .
• CIC terms: Double‑trigger structure with defined severance and full vesting at target for performance equity on qualifying CIC termination aligns retention through integration, but can create parachute costs; specific multiples/durations are disclosed for certain executives (2x and 24 months for CFO and President), with ranges for others; individual COO multiple/duration not itemized .

Say‑on‑Pay & Shareholder Feedback

• Not specifically disclosed for Ms. Wirfel; company-level director/executive compensation oversight and policies (stock ownership guidelines, clawback) are in place .

Expertise & Qualifications

• Education: B.S., Business Administration and Finance, California State University, Chico .
• Core expertise: Credit, relationship management, organizational process and administration in commercial banking over 30+ years .

Work History & Career Trajectory

Compensation Committee & Governance Context

• CNG Committee (independent): Oversees executive pay plans, grants, and annual compensation decisions; charters available online; committee chaired by Kevin J. Cullen .
• Policies supporting alignment: Stock ownership guidelines for executives (1x salary for non‑CEO/EC), clawback of excess incentive pay on restatement, anti‑hedging; limited pledging with approval and none outstanding as of proxy date .

Investment Implications

• Alignment and retention: Ownership guideline (1x salary for COO), anti‑hedging, clawback, and no pledges disclosed as of the proxy indicate alignment and lower hedging risk; CIC agreements create retention incentives through integration but imply potential parachute costs upon a transaction .
• Supply/vesting overhang: Companywide RSU practices (2–5 year ratable vest) and assumed CALB RSUs with ~4‑year weighted average remaining term suggest ongoing vesting events that can add periodic selling pressure; absence of Ms. Wirfel’s individual grant detail limits precision on her specific vesting calendar .
• Disclosure gaps: Lack of individual COO base salary, bonus targets/payouts, equity grant quantities, and current beneficial ownership limits the ability to quantify pay‑for‑performance and insider selling pressure for Ms. Wirfel specifically; monitoring future proxies and Forms 3/4 will be important .
• Process risk note: The late Form 3 at appointment is a modest governance/process blemish, but the company otherwise reported compliance with Section 16(a) in 2024 aside from specified exceptions .