Stephen Cortese
About Stephen A. Cortese
Stephen A. Cortese (age 64) is an independent director at California BanCorp (BCAL), serving as Lead Independent Director since the July 2024 merger of California BanCorp (CALB) into BCAL; he has been a BCAL director since 2024 and previously served as Chairman of CALB’s board from 2010 until the merger . He is Managing Partner at Cortese Investment Company (since 1987) and General Partner of Cortese Real Property LP (since 2003), bringing extensive commercial real estate expertise; he holds a BBA (Finance) from UC Berkeley and an MS in Real Estate Appraisal and Investment Analysis from the University of Wisconsin–Madison . He is designated independent under Nasdaq/SEC rules; 8 of 12 directors are independent, and BCAL uses a Lead Director structure to ensure robust independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California BanCorp (CALB) & California Bank of Commerce | Chairman of the Board | 2010 – July 2024 | Led board through growth and merger; transitioned to Lead Independent Director at BCAL post-merger |
| Cortese Investment Company | Managing Partner | 1987 – present | Commercial real estate acquisition/development/management; deep regional market insight |
| Cortese Real Property LP | General Partner | 2003 – present | Development firm; governance/ownership oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BCAL (public, Nasdaq: BCAL) | Director, Lead Independent Director | 2024 – present | Lead Director responsibilities include presiding over independent sessions, liaison to Chair/shareholders, authority to retain advisors |
| CALB (public, Nasdaq: CALB) | Director, Chairman | 2010 – July 2024 | Merged into BCAL in July 2024 |
No other current public company directorships disclosed beyond BCAL; prior CALB role noted above .
Board Governance
- Independence: Independent under Nasdaq/SEC; board majority independent; non-independent directors are Rainer, Shelton, Di Tomaso, Williams .
- Roles: Lead Independent Director; CNG Committee member; not on Audit & Risk Committee .
- Lead Director authority: Presides at independent sessions; can call meetings of independent directors; liaises between Chair and independents; can retain outside advisors; engages with shareholders .
- Attendance: Board held 22 meetings in 2024; separate independent sessions held regularly; each director attended at least 75% of board/committee meetings .
- Committee activity: Audit & Risk Committee met 12 times; Compensation, Nominating & Governance (CNG) met 13 times in 2024 .
| Governance Item | Status/Detail |
|---|---|
| Independence status | Independent (Nasdaq 5605) |
| Board role | Lead Independent Director; Director |
| Committee assignments | CNG Committee member; not ARC |
| Board meetings (2024) | 22; ≥75% attendance for all directors |
| Independent sessions | Held regularly/as needed |
Fixed Compensation
| Component | Amount/Structure | Timing/Vesting | Notes |
|---|---|---|---|
| Annual director retainer (current program) | $110,000 total; 50% cash, 50% equity (RSUs) | RSUs generally vest on 1-year anniversary; annual grants post-annual meeting | Program approved effective Aug 8, 2024 |
| Annual director retainer (previous program) | $84,000 ($48,000 cash + ~$36,000 equity) | Restricted shares vested Jan 3, 2025 | Pre-merger program |
| Lead Independent Director fee | $2,000/month cash (additional) | Monthly | Applies to Cortese as Lead Director |
| Committee chair fees | $24,000/year for ARC; $24,000/year for CNG (cash) | Ongoing | Cortese not a chair |
| 2024 fees earned (Cortese) | Cash $32,917; Stock awards $45,837; Total $78,754 | RSUs vest per award terms | New director post-merger (July 31, 2024) |
Performance Compensation
| Element | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director RSU grant (current program) | $55,000 fair value RSUs | Generally fully vest on 1-year anniversary (e.g., May 30, 2025) | None disclosed for directors; time-based vesting only |
| 2024 stock awards (Cortese) | $45,837 fair value | Per RSU schedule; aggregate unvested at 12/31/24 shown below | None disclosed |
| Options (director) | None outstanding for Cortese | n/a | n/a |
BCAL’s director equity grants are time-based RSUs; no TSR/financial/ESG performance metrics are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Capacity | Potential Interlock/Conflict |
|---|---|---|
| Castle Creek-related | None for Cortese | Castle Creek board rights apply to David Volk; Cortese not party to those rights |
| Related-party transactions | None disclosed for Cortese | General related-party banking transactions subject to Regulation O; none flagged as problematic; lease noted with former director Farkash only |
Expertise & Qualifications
- Commercial real estate acquisition/development/management expertise in Northern California; investment and construction domain knowledge .
- Education: BBA (Finance), UC Berkeley; MS (Real Estate Appraisal & Investment Analysis), University of Wisconsin–Madison .
- Board leadership: Former Chair at CALB; Lead Independent Director at BCAL .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Shares beneficially owned (Cortese) | 381,639 shares; includes 2,086 shares held by Cortese Real Property LP via Cortese Management LLC (Mr. Cortese is sole member and has voting rights) |
| Percent of class | 1.18% (based on 32,402,140 shares outstanding) |
| RSUs vesting within 60 days | None for Cortese (beneficial ownership table shows none) |
| Options exercisable within 60 days | None |
| Unvested RSUs outstanding (12/31/2024) | 7,594 units |
| Anti-hedging / pledging | Hedging/shorts prohibited; pledging requires CLO approval; as of proxy date, no outstanding pledges by directors/executives |
| Stock ownership guidelines | Non-employee directors expected to own ≥2× annual cash retainer value; new directors to comply within 5 years |
Governance Assessment
-
Strengths
- Lead Independent Director role with explicit authorities enhances independent oversight and shareholder engagement .
- Independent director; meaningful personal equity stake (1.18% of shares) aligns interests with shareholders .
- Active on CNG Committee overseeing director/executive pay, nominations, governance, and succession planning .
- Attendance and engagement: Board met 22 times in 2024; all directors ≥75% attendance; independent sessions held regularly .
-
Compensation and alignment
- Director pay balanced between cash and equity; Lead Director monthly fee acknowledges added workload; RSUs time-based (no performance metrics for directors) .
-
Conflicts/related party exposure
- Ownership via Cortese Real Property LP disclosed; no related-party transactions involving Cortese disclosed; general banking relationships subject to Regulation O and CNG oversight under Related Party Transactions Policy .
- Anti-hedging policy in place; no pledging outstanding (reduces alignment risks) .
-
RED FLAGS
- None disclosed specific to Cortese (no late Section 16 filings, no related-party transactions flagged, no pledging) .
Overall, Cortese’s independent status, Lead Director role, and significant share ownership support board effectiveness and investor confidence; monitoring is warranted on any future related-party interactions given his real estate activities, with BCAL’s policy requiring CNG Committee review to mitigate conflicts .
References
- Director roster, committee memberships, independence, ages, tenure
- Biography, Lead Director role, education
- Attendance, meetings, committee activity
- Director compensation structure and 2024 compensation
- RSU awards and outstanding equity
- Beneficial ownership (shares and %), LP holdings
- Anti-hedging/pledging policy
- Related-party transactions policy and disclosures
- Section 16 compliance disclosure