Richard Sanborn
About Richard M. Sanborn
Independent director since 2020; age 62. Former Director, President, and CEO of Seacoast Commerce Banc Holdings (OTC: SCBH) and Seacoast Commerce Bank (Oct 2007–Nov 2020). Holds a B.S. in Accounting from Bentley University and an M.B.A. from California Pacific University; current member of the National Association of Corporate Directors. Brings deep banking industry expertise and prior leadership of a financial institution; past roles include board service at the Federal Reserve Bank of San Francisco and chair positions in key banking associations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seacoast Commerce Banc Holdings (OTC: SCBH) | Director, President & CEO | Oct 2007–Nov 2020 | Led institution until acquisition by EFSC; deep banking leadership experience |
| Seacoast Commerce Bank | President & CEO | Oct 2007–Nov 2020 | Operational leadership of bank subsidiary |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Federal Reserve Bank of San Francisco | Board member (prior) | Public policy oversight exposure |
| Federal Reserve Banks Community Depository Institution Advisory Council | Past Chair | System-level perspective on community banking risks |
| California Bankers Association | Past Chair | Industry leadership |
| American Bankers Association Government Relations Council | Past member | Policy engagement |
| Independent Community Bankers Association Lending Advisory Committee | Past member | Credit/lending expertise |
| National Association of Corporate Directors | Current member | Governance credentials |
Board Governance
- Independence: EFSC board determined Sanborn independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Risk Committee member; committee met 4 times in 2024; Chair: Robert E. Guest. Other committees (Audit, Human Capital & Compensation, Nominating & Governance, Executive) do not list Sanborn as a member .
- Board chair: Independent director Michael A. DeCola (Chairperson since May 2023); periodic executive sessions presided over by the Chairperson .
- Attendance: Board met 6 times in 2024; all incumbent directors attended at least 75% of board and committee meetings; 13 of 14 directors attended the 2024 Annual Meeting .
- Tenure on EFSC board: Director since 2020 (≈5 years as of 2025) .
- Mandatory retirement policy: Generally after later of age 72 or 4th anniversary of initial election; waivers possible until age 75 .
| Committee | 2024 Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Risk Committee | Guest, Havel, Manjarrez, Marsh, Rodrigues, Sanborn, Young; Finn added Dec 2024 | Robert E. Guest | 4 |
| Audit Committee | Kent, Andrich, Havel, Rodrigues, Schmitz, Van Trease | Nevada A. Kent, IV | 5 |
| Human Capital & Compensation | Holmes, Andrich, DeCola, Kent, Van Trease; Finn added Dec 2024 | Michael R. Holmes | 4 |
| Nominating & Governance | Van Trease, DeCola, Guest, Holmes, Manjarrez, Schmitz, Young | Sandra A. Van Trease | 6 |
| Executive Committee | DeCola, Guest, Holmes, Kent, Van Trease | Michael A. DeCola | 1 |
Fixed Compensation
| Item | EFSC Program Terms | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $110,000 | Paid in July for 12-month service period |
| Chair of Board retainer | $180,000 (DeCola) | Includes Executive Committee chair |
| Committee chair fees | Audit $18,000; Risk $18,000; HCCC $15,000; Nominating $15,000 | Annual retainers per committee |
| Committee member fees (non-chair) | Audit $7,500; Risk $7,500; HCCC $5,000; Nominating $5,000 | Annual retainers per committee |
| Equity portion of retainer | Minimum ≈$60,000 in EFSC common stock; may elect 100% stock; fully vested upon grant | Shares granted on payment dates |
| Director | Fees Earned/Paid in Cash | Stock Awards (grant-date fair value) | Total Annual Compensation |
|---|---|---|---|
| Richard M. Sanborn | $57,528 | $59,972 | $117,500 |
Performance Compensation
EFSC uses performance-based metrics for executive incentives (context for board pay-for-performance oversight).
| 2024 STIP Metrics | Weight | Threshold | Target | Exceptional | Actual |
|---|---|---|---|---|---|
| EPS ($/share) | 40% | $3.20 | $4.18 | $4.78 | $4.94 |
| ROATCE (%) | 20% | 10.20% | 12.20% | 13.60% | 13.89% |
| Nonperforming assets / total assets (%) | 15% | 1.00% | 0.50% | 0.25% | 0.30% |
| Loan growth ($000) | 10% | $327,000 | $544,000 | $762,000 | $336,237 |
| Leadership rating | 15% | 2 | 3 | 4 | Assigned per NEO (e.g., CEO 3.75; others 4) |
| LTIP (2022–2024 cycle) | Weight | Threshold | Target | Exceptional | Actual |
|---|---|---|---|---|---|
| Total Shareholder Return (percentile vs peers) | 30% | 25th | 60th | 80th | 72nd percentile |
| Cumulative EPS ($) | 30% | $13.07 | $14.21 | $15.35 | $15.37 (adjusted) |
| Continued service (time-based RSUs/options) | 40% | N/A | N/A | N/A | N/A |
| Aggregate performance payout | — | 25% at threshold | 100% at target | 200% at exceptional | 181% of target |
Additional governance signals:
- Clawback policy applies to incentive compensation for covered employees; policy publicly available .
- Insider trading policy prohibits hedging and restricts pledging for directors/officers .
- Independent compensation consultant (Willis Towers Watson) engaged; independence assessed and no conflict in 2024 .
- 2024 say‑on‑pay approval: 96% .
Other Directorships & Interlocks
| Company/Body | Role | Public Company Status | Interlocks/Notes |
|---|---|---|---|
| Seacoast Commerce Banc Holdings (OTC: SCBH) | Director; President & CEO | Public (OTC) | Prior role; acquired by EFSC Nov 2020 |
| Federal Reserve Bank of San Francisco | Board member (prior) | Not a public company board | Policy/regulatory exposure |
| Industry associations (CBA, ABA GRC, ICBA Lending AC) | Past Chair/member | Industry bodies | No EFSC compensation committee interlocks in 2024 |
Proxy disclosure indicates (except as noted in bios) no current service by directors on other public company boards; Sanborn’s biography does not disclose any current public company directorships beyond EFSC .
Expertise & Qualifications
- Prior CEO and director of a banking organization; extensive enterprise risk and credit/lending expertise .
- Governance credentials via NACD membership .
- Education: B.S. Accounting (Bentley University); M.B.A. (California Pacific University) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of EFSC Common | Notes |
|---|---|---|---|
| Richard M. Sanborn | 40,950 | <1% | Held via Sanborn Family Trust; shared voting/investment power |
- Record date shares outstanding: 36,955,945 (context for percentages) .
- Stock ownership guidelines: non‑employee directors expected to own 5× cash retainer ($50,000) .
- Hedging prohibited; pledging restrictions apply to directors/officers .
Governance Assessment
- Independence and risk oversight: Sanborn is an independent director serving on the Risk Committee (4 meetings in 2024), aligning his banking risk background with board risk governance .
- Engagement: Board met 6 times; all directors met at least 75% attendance thresholds; independent chair structure and executive sessions support effective oversight .
- Pay alignment: Director compensation includes a minimum equity component (~$60k) that is fully vested, combined with modest cash retainers and committee fees; EFSC’s executive incentives use multi-factor STIP/LTIP with EPS/ROATCE/TSR, robust clawback, and no gross‑ups, indicating disciplined pay-for-performance governance .
- Ownership: Sanborn beneficially owns 40,950 shares via family trust (<1%), providing some alignment; directors are subject to stock ownership guidelines and anti-hedging/pledging policies .
- Related‑party exposure: EFSC discloses that loans to related persons are on market terms and reviewed under policy; Audit Committee oversees related party transactions. No Sanborn-specific related party transactions are disclosed beyond trust ownership, reducing conflict risk signals .
- Shareholder sentiment: Strong say‑on‑pay support (96% in 2024) underpins compensation program credibility and board oversight effectiveness .
RED FLAGS: None disclosed specific to Sanborn. Monitoring areas include any future related‑party lending exposure and compliance with director ownership guidelines (company requires 5× cash retainer but individual compliance status isn’t disclosed) .