Thomas Dolan
Executive Vice President, Chief Financial Officer; Chief Strategy Officer at California BanCorp \ CA
Executive
About Thomas Dolan
Thomas G. Dolan is Executive Vice President and Chief Financial Officer of California BanCorp (BCAL) and Chief Strategy Officer of California Bank of Commerce, N.A., with 40 years of strategic and operational leadership in growth-oriented financial institutions; he is 65 years old and has served in senior roles at the predecessor Southern California Bancorp since 2020 (CFO, later COO), and at Los Alamos National Bank (EVP/CFO, 2017–2020), and Anchor Bancorp Wisconsin/Old National Bank (EVP/COO, 2011–2016) . He holds a B.A. in Economics from Loyola University Chicago and an MBA in Finance from the University of Chicago . Executive incentive design at BCAL ties compensation to financial and risk objectives, including pre‑tax, pre‑provision revenue, asset quality, strategic objectives, and risk management with clawback enforcement, aligning pay with sustainable performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern California Bancorp (pre-merger) | Chief Financial Officer; later Chief Operating Officer; initially Chief Strategy Officer | 2020–2024 | Led finance and strategy through growth and merger integration with California BanCorp . |
| Los Alamos National Bank | EVP & Chief Financial Officer | 2017–2020 | Financial leadership at a community bank platform . |
| Anchor Bancorp Wisconsin Inc. and successor Old National Bank | EVP & Chief Operating Officer | 2011–2016 | Operational leadership across bank transition and integration . |
Fixed Compensation
Multi-year summary of cash compensation and stock awards:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $423,750 |
| Actual Bonus Paid ($) | $162,734 | $162,846 |
| Other Annual Compensation ($) | $38,979 | $89,885 (includes one-time vacation payout in 2024) |
| Stock Awards – Grant Date Fair Value ($) | $328,089 | $429,125 |
| Total Reported Compensation ($) | $929,802 | $1,105,606 |
Other annual compensation detail (2024 vs 2023):
| Component | FY 2023 ($) | FY 2024 ($) |
|---|---|---|
| 401(k) Match | $13,200 | $13,800 |
| Life Insurance Premium | $2,772 | $5,334 |
| Health Insurance Premium | $11,007 | $11,478 |
| Car Allowance | $12,000 | $12,000 |
| Other (incl. vacation payout) | — | $47,273 |
| Total Other Annual Compensation | $38,979 | $89,885 |
Performance Compensation
Management Incentive Plan metrics used to determine annual and long-term incentives:
| Metric Category | Description |
|---|---|
| Financial Performance | Pre-tax, pre-provision revenue; asset quality . |
| Strategic Objectives | Company and business unit strategic goals . |
| Risk Management | Risk oversight and qualitative performance measures . |
| Clawback Enforcement | Policy to recoup excess incentive comp upon restatement; 3-year lookback; equity recovery . |
Note: Specific metric weightings, thresholds, and payout curves by executive are not disclosed in the proxy .
Long-term equity vesting schedules (RSUs) outstanding as of 12/31/2024:
| Grant Date | Units Not Vested | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 10/26/2020 | 14,117 | $233,495 | Equal installments over 2 years beginning Dec 1, 2024 . |
| 3/1/2023 | 6,177 | $102,168 | Equal installments over 2 years beginning Mar 1, 2024 . |
| 3/1/2024 | 15,035 | $248,679 | Equal installments over 2 years beginning Mar 1, 2025 . |
| 8/2/2024 | 26,144 | $432,422 | Equal installments over 5 years beginning Aug 2, 2025 . |
Market values reflect $16.54 closing price on 12/31/2024 as disclosed in the proxy .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Total Beneficial Ownership (shares) | 240,813 . |
| Percent of Shares Outstanding | 0.74% based on 32,402,140 shares . |
| Vested vs. Unvested | Unvested RSUs detailed above; no options or RSUs vesting within 60 days as of 3/27/2025 are shown for Dolan . |
| Stock Ownership Guidelines | Executives must hold at least 1× base salary in BCAL stock; new executives to comply within 3 years . |
| Anti-Hedging / Pledging | Hedging and short sales prohibited; pledging allowed only with CLO approval; as of proxy date, no outstanding pledges by directors or executive officers . |
| Clawback | Incentive compensation subject to recovery upon restatement; applies to equity gains as well . |
Employment Terms
Change-in-control and retirement arrangements:
| Provision | Terms |
|---|---|
| Change-in-Control Agreement (executive officers) | If terminated without cause or resigns for good reason within 24 months post‑CIC, lump sum equals 2× sum of base salary, average annual bonus (prior 3 years), and average equity grant value (prior 3 years) for Dolan; plus pro‑rated current-year bonus at maximum; full vesting of all equity at target; 280G best‑net cutback; agreements expire Dec 31, 2028 (obligations survive CIC during term) . |
| SERP (Supplemental Executive Retirement Plan) | $50,000 annually for 10 years post normal retirement at age 67; vests 20% annually over 5 years; early termination and CIC acceleration provisions specified; present value of vested accrued benefit $274,000 as of 12/31/2024; unfunded, unsecured promise of the Bank . |
Compensation Structure Analysis
- Mix shift toward equity in 2024: stock awards increased to $429,125 from $328,089 (+31%), while salary increased modestly and bonus was flat; other comp rose due to one-time vacation payout, indicating greater long-term alignment via RSUs post-merger .
- Long-dated RSU vesting over 5 years from 8/2/2024 grant adds retention hooks and aligns with sustained performance periods; shorter 2‑year tranches (2023/2024 grants) provide nearer-term value realization .
- Pay governance features include clawback, anti-hedging, and ownership guidelines, reinforcing alignment and risk control .
Risk Indicators & Red Flags
- CIC benefits are generous (2× cash plus average equity and max pro‑rata bonus), which could be costly in a transaction; mitigated by 280G best‑net cutback .
- No pledging by executives as of proxy date, reducing forced-sale risk; hedging prohibited .
- Clawback spans three fiscal years and equity gains, reducing incentive for aggressive accounting .
Expertise & Qualifications
- Education: B.A. Economics (Loyola University Chicago), MBA Finance (University of Chicago) .
- Technical and operating expertise: CFO/COO leadership across multiple banks; strategic planning and integration experience, relevant to capital, liquidity, and post‑merger execution .
Equity Award Detail and Vesting Cadence
| Grant Cohort | Start of Vesting | Cadence |
|---|---|---|
| 2020 RSUs | Dec 1, 2024 | Equal installments over 2 years . |
| 2023 RSUs | Mar 1, 2024 | Equal installments over 2 years . |
| 2024 RSUs (Mar 1) | Mar 1, 2025 | Equal installments over 2 years . |
| 2024 RSUs (Aug 2) | Aug 2, 2025 | Equal installments over 5 years . |
Investment Implications
- Alignment: Meaningful personal ownership (0.74%) and multi-year RSU schedules support retention and long‑term alignment; anti‑hedging and no pledges further reduce agency risk .
- Incentive design: MIP focus on pre‑tax, pre‑provision revenue and asset quality suggests emphasis on credit discipline and sustainable profitability—positively aligned for a commercial bank; clawback adds discipline .
- Transaction sensitivity: CIC economics are sizable and fully vest equity at target; in a takeout, expect executive-contingent costs—factor into deal modeling .
- Execution track record: Prior CFO/COO roles and merger integration experience indicate capability for post‑merger synergy realization and operational efficiency—supportive for value creation in BCAL’s combined platform .