Brett Wait
About Brett Wait
Brett L. Wait is Senior Vice President and Chief Information Officer (CIO) at Five Star Bancorp (Five Star Bank), a role he has held since 2018. He is 44, joined Five Star in 2011, and brings 20+ years of community banking and information technology experience. He holds a BBA in Finance from the University of Wisconsin–Whitewater and an MBA from California State University, Sacramento . During his tenure as CIO, Five Star’s balance sheet scale expanded materially; company materials show total assets compounding at 20.03% (5-year CAGR) and 19.59% (10-year CAGR) through March 31, 2025, underscoring sustained growth across his leadership period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Five Star Bank | Operations Officer | 2011–2013 | Early operations leadership foundation supporting bank growth and process reliability . |
| Five Star Bank | VP, Technology & Operations Manager | 2013–2015 | Led technology and operations integration ahead of later-scale expansion . |
| Five Star Bank | SVP & Chief Operating Officer | 2015–2017 | Oversaw bank operations, aligning processes with growth initiatives . |
| River City Bank | Chief Information Officer | 2017–2018 | Led IT, information security, and data analytics, broadening enterprise CIO experience . |
| Five Star Bank | SVP & Chief Information Officer | 2018–Present | Enterprise technology, security, and data leadership through IPO period and subsequent growth . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| River City Bank | Chief Information Officer (employment role) | 2017–2018 | Enterprise IT/security/data oversight; external CIO tenure before rejoining Five Star . |
No public company directorships or external board roles for Mr. Wait are disclosed in the latest proxy .
Fixed Compensation
- Mr. Wait is not a Named Executive Officer (NEO), and as a Smaller Reporting Company, FSBC limits detailed compensation disclosure to its CEO and two other most highly compensated executive officers; therefore, base salary, target bonus, and actual bonus for Mr. Wait are not disclosed .
Performance Compensation
The company implemented a long-term incentive structure for executive officers emphasizing performance alignment. While Mr. Wait’s specific grant sizes are not disclosed, the structure and metrics for executive officers are:
| Incentive type | Metric | Weighting (Wait) | Target/scale | Measurement window | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| PSUs | 3-year average ROAA vs peer group (S&P Global Broad Market Index – Western Region banks) | Not disclosed | 60th pct = 50% of target; 70th pct = 100%; 80th+ pct = 150% | Through 12/31/2027 | Percent-of-target based on percentile rank | If achieved and employed, vests 12/31/2027 . |
| RSAs | Service-based | Not disclosed | N/A | N/A | N/A | Equal annual installments over 5 years from grant date . |
| Annual stock awards (post-IPO construct) | Service-based as bonus component | Not disclosed | Post-IPO: typically ratable over 3 or 5 years | N/A | N/A | Ratable over 3 or 5 years per award agreements . |
Additional plan context:
- FSBC does not currently grant stock options/SARs; no option timing policy is maintained due to lack of practice .
- Clawback policy applies to incentive compensation (adopted October 2, 2023) .
Equity Ownership & Alignment
| Topic | Brett-specific disclosure | Company policy/context |
|---|---|---|
| Beneficial ownership (shares) | Not itemized for Mr. Wait in the 2025 proxy’s “Security Ownership” table (table lists directors/NEOs and group total) | 21,329,235 shares outstanding as of 3/21/2025; directors/executive officers as a group (18 persons) owned 4,628,402 (21.70%) . |
| Ownership as % outstanding | Not disclosed | See group ownership above . |
| Hedging | Not disclosed specifically for Mr. Wait | Company policy prohibits hedging (e.g., collars, swaps, exchange funds) . |
| Pledging | No pledge disclosure for Mr. Wait | Company policy prohibits pledging/margin accounts absent board-approved exception; note: CEO has 431,668 shares pledged (organizational red flag, not specific to Mr. Wait) . |
| Stock ownership guidelines | Not disclosed | Not discussed in proxy for executives . |
| Clawback | Applies | Compensation Clawback Policy adopted Oct 2, 2023; applies to erroneously awarded incentive pay . |
Employment Terms
| Topic | Mr. Wait | Company practice/other executives |
|---|---|---|
| Employment agreement | Not disclosed for Mr. Wait in proxy | CEO has a 2022 employment agreement (base, bonus targets, severance); CFO and CBO had no written employment arrangements as of 2024 . |
| Change-in-control (CIC) agreement | Not named among executives who entered CIC agreements on Nov 4, 2025 | CFO and CBO CIC: if terminated without cause or resign for Good Reason within 1 year post-Qualifying CIC (through 12/31/2028), severance equals 12 months base salary + most recently paid annual cash bonus; continued/assumed equity outstanding at termination accelerates to target for performance units; 280G “best-net” cutback; payment within 70 days; double-trigger . |
| Equity plan CIC acceleration | N/A (Wait-specific not stated) | If awards are not assumed by a successor, unvested awards become vested unless the Committee determines otherwise (2021 Equity Incentive Plan) . |
| Good Reason definition (summary) | N/A (agreement not disclosed for Wait) | Material base salary reduction (broad-based exception), relocation >50 miles, or material diminution of title/duties; notice/cure windows apply . |
| Section 16(a) compliance | No delinquencies noted | Company believes all executive officers/directors complied with Section 16(a) during 2024 . |
Related Policies and Governance (context for pay/retention risk)
- Hedging and pledging prohibited (board-approved exceptions only); helps align insider/holder interests .
- Compensation Committee composed of independent directors; authority over executive pay and plan administration; four regular meetings in 2024 .
- Equity Incentive Plan (2021) allows RSUs, restricted stock, performance awards; no evergreen; administration by Compensation Committee; CFO delegated administrative responsibilities .
Investment Implications
- Pay-for-performance alignment: Introduction of PSUs tied to three-year average ROAA vs a defined peer set strengthens linkage to profitability and relative performance. Payout curve (50%/100%/150%) incentivizes outperformance and should be supportive of long-term ROA discipline .
- Retention dynamics: Five-year ratable vesting of RSAs and three- to five-year vesting of post-IPO stock awards create steady service-based vesting that can moderate voluntary turnover and implies periodic incremental selling capacity as awards vest (potential modest technical overhang around vest dates) .
- CIC protection asymmetry: Mr. Wait was not named among executives receiving new CIC agreements (CFO and CBO did), which could increase personal uncertainty in a sale for the CIO relative to peers with explicit coverage; however, plan-level acceleration for unassumed awards provides partial offset .
- Governance and alignment: The company prohibits hedging/pledging and has an active clawback policy, reducing misalignment risk; note CEO-level pledging exists, which is a governance overhang at the enterprise level but not attributed to Mr. Wait .
- Data gaps: As a non-NEO, Mr. Wait’s granular pay, ownership, and sell/vest schedules are not disclosed in the proxy; monitor future 8-Ks, proxies, and Section 16 filings for grant details and any insider transactions to refine views on selling pressure and alignment .