Rochelle Klein
About Rochelle G. Klein
Rochelle G. Klein (age 63) is an independent director of BCAL and Chair of the Audit and Risk Committee; she is designated an “audit committee financial expert.” She previously served as Vice President in Goldman Sachs’ Fixed Income, Currency and Commodities Division (1987–2002) and was Advisory Business Development Director at Ocean Gate Capital Management (2006–2009). Klein was a founding director of California BanCorp (Nasdaq: CALB) and California Bank of Commerce beginning in 2007; following the 2024 merger into Southern California Bancorp (Nasdaq: BCAL), she remained on the combined company’s board and chairs the Audit and Risk Committee of the Company and Bank. She holds a BA in Economics (Stanford) and both an MBA and JD from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs (FICC Division) | Vice President | 1987–2002 | Senior markets expertise; fixed income/currency/commodities exposure |
| Ocean Gate Capital Management, L.P. | Advisory Business Development Director | 2006–2009 | Business development; investment consultative capacity |
| California BanCorp / California Bank of Commerce | Founding Director | 2007–2024 (pre-merger), continued post-merger at BCAL | Board leadership through two mergers; risk/finance depth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various philanthropic and higher education boards/foundations | Chair and member | Ongoing | Community engagement; financial and development expertise applied |
Board Governance
- Committee assignments: Audit and Risk Committee (ARC) Chair; not listed as a member of the Compensation, Nominating and Governance (CNG) Committee .
- Independence: Board highlights report 8 of 12 independent directors and 100% independence for committee chairs and members; as ARC Chair, Klein is independent .
- Attendance and engagement: The Board held 22 meetings in 2024; each director attended at least 75% of full Board and committee meetings on which they served; independent director sessions were held regularly/as needed .
- Audit Committee financial expert: Klein, Armanino, Cullen, and Martin meet SEC “audit committee financial expert” and Nasdaq financial sophistication requirements .
- Tenure on current board: Director since 2024 (BCAL); prior service as founding director from 2007 at CALB/CBC recognized in board tenure disclosures .
- Risk oversight: ARC oversees significant risk management processes; ARC issued an annual report recommending inclusion of audited financials in the 10-K .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash fees | $32,917 | Pro-rata after appointment July 31, 2024 |
| Stock awards (grant-date fair value) | $45,837 | RSUs; computed per FASB ASC 718 |
| All other compensation | $— | None |
| Total | $78,754 | Cash + equity |
Director Fee Structure (Program change effective Aug 8, 2024):
| Element | Previous | Current | Vesting/Payment |
|---|---|---|---|
| Annual Retainer | $84,000 (cash $48,000 + equity $36,000) | $110,000 (50% cash, 50% equity) | Cash monthly; equity RSUs $55,000 vest May 30, 2025 |
| ARC Chair fee | $24,000 | $24,000 | Cash monthly |
| CNG Chair fee | $24,000 | $24,000 | Cash monthly |
Performance Compensation
| Metric | FY 2024 | As of 12/31/2024 | Notes |
|---|---|---|---|
| Number of stock awards (RSUs) granted in 2024 | 3,146 | — | Grant-date fair value encompassed in 2024 table |
| Unvested RSUs outstanding | — | 5,370 | Outstanding at year-end |
| Options outstanding | — | — | None; directors with options noted separately; Klein shows “—” |
- 2024 RSUs granted to non-employee directors on Feb 1, 2024 vested in full on Jan 4, 2025; accelerated vesting applied for retired directors upon merger .
- Under the current program, non-employee director RSUs granted annually post-annual meeting generally fully vest on the one-year anniversary; 2025 grants vest May 30, 2025 .
- Performance metrics: Director equity awards are service-based RSUs; no revenue/EBITDA/TSR performance conditions disclosed for directors .
Other Directorships & Interlocks
| Company | Exchange | Role | Period | Interlock/Notes |
|---|---|---|---|---|
| California BanCorp (CALB) | Nasdaq | Founding Director | 2007–2024 | Merged into BCAL on July 31, 2024; Klein appointed to BCAL Board |
| California Bank of Commerce | — | Founding Director | 2007–2024 | Bank merged into Bank of Southern California, N.A. |
- No other current public company directorships disclosed for Klein .
Expertise & Qualifications
| Qualification | Detail |
|---|---|
| Financial markets and risk | 35+ years across investment banking and community banking; ARC Chair |
| Degrees | BA, Economics (Stanford); MBA and JD (UCLA) |
| Regulatory and audit | SEC/Nasdaq “audit committee financial expert”; PCAOB/SEC oversight topics addressed in ARC report |
Equity Ownership
| Ownership Item | Amount | Detail/Status |
|---|---|---|
| Shares beneficially owned | 274,014 | Includes trust holdings (see below) |
| Percent of class | 0.85% | Based on 32,402,140 shares outstanding (as of Mar 27, 2025) |
| Exercisable options within 60 days | — | None |
| RSUs vesting within 60 days | — | None shown |
| Unvested RSUs outstanding (12/31/2024) | 5,370 | As of year-end |
| Trust holdings | 41,737 (parent trust); 18,135 (children trusts) | Klein as trustee with voting rights |
| Hedging/Pledging | No hedging permitted; pledging only with CLO approval; no outstanding pledges by any directors/officers as of proxy date | Company policy and status |
| Ownership guidelines | Non-employee directors must own ≥2x annual cash retainer; new directors to comply within 5 years of election/appointment | Program-wide guideline; individual compliance status not disclosed |
Governance Assessment
- Board effectiveness: As ARC Chair and audit committee financial expert, Klein anchors risk, audit, and financial reporting oversight; ARC membership includes multiple financial experts (Armanino, Cullen, Martin) supporting robust governance .
- Independence and attendance: Independent status with at least 75% meeting attendance in 2024 across Board/committee obligations; regular independent director sessions indicate active oversight culture .
- Alignment: Material personal ownership (0.85% of outstanding shares), with additional trustee-held shares, supports “skin-in-the-game” alignment; anti-hedging and no pledging across directors further reduce misalignment risk .
- Compensation structure: Mixed cash/RSU program with ARC Chair fee; post-merger increases benchmarked to larger asset base; director equity is service-based (no performance metrics), limiting pay-for-performance signals but consistent with bank governance norms .
- Conflicts/related parties: No related-party transactions disclosed for Klein; trust holdings disclosed transparently; compensation committee interlocks explicitly denied in 2024 .
RED FLAGS: None disclosed specific to Klein. No hedging or pledging; no related-party transactions; no options outstanding. Continued monitoring advisable for post-merger fee levels versus peer medians and any future related-party transactions .