David Nickum
About David F. Nickum
David F. Nickum (age 60) has served on Five Star Bancorp’s board since 2010. He is Owner and President of Waveco, Inc. dba Valley Farm Transport, Inc., one of the largest agricultural trucking companies in the U.S., and brings operations, finance, and management experience with deep ties to California’s agricultural sector. Education not disclosed in the proxy. Notably, the board has determined he is not independent under Nasdaq rules (exceptions were James Beckwith and David Nickum).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valley Farm Transport (Waveco, Inc.) | Owner & President | 2010–present | Leads one of the largest agricultural trucking firms in the U.S. |
| Valley Farm Transport | Various roles | 1988–2010 | Operations and finance roles (company executive progression). |
| Tesco Controls, Inc. | Board Member (past) | Not disclosed | Private company board experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Make-A-Wish Foundation (NE & Central CA and N. NV) | Past Chair | Not disclosed | Non-profit leadership. |
| St. Michael’s Episcopal Day School | Former Board Member | Not disclosed | Governance experience in education non-profit. |
| Cal Poly CAFES Dean’s Advisory Council | Former Member | Not disclosed | Industry-academia advisory role. |
Board Governance
- Independence: The board determined Mr. Nickum is not independent under Nasdaq and SEC rules; only Beckwith and Nickum were exceptions in 2024 and 2025 determinations.
- Committees: Not listed on the three standing committees (Audit; Compensation; Governance & Nominating). Audit: Perry‑Smith (Chair), Kashiwagi, Reynoso. Compensation: Riggs (Chair), Lucas, Ramos. Governance & Nominating: Allbaugh (Chair), Deary‑Bell, Perry‑Smith.
- Attendance: In 2024, each director attended at least 75% of board and committee meetings on which they served, except Deary‑Bell (73%); board met eight times.
- Board structure: One‑year terms; all directors elected annually.
- Insider trading controls: Hedging, shorting, margin accounts, and pledging of FSBC securities are prohibited absent board‑approved exception.
Fixed Compensation (Director)
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Monthly cash retainer | $3,000 | $3,000 | Standard director retainer. |
| Committee participation (per month) | $458 | $500 | Paid for service on one or more committees. |
| Chair fees (monthly) | Board Chair: $3,000; Audit: $1,250; Loan: $1,000; Comp: $625; Gov/Nom: $625; ALCO: $625 | Same schedule | Applies if serving as chair (not disclosed for Nickum). |
| Nickum’s Director Cash Fees | 2023 | 2024 |
|---|---|---|
| Cash ($) | $41,500 | $41,750 |
Performance Compensation (Director)
| Component | 2023 | 2024 | Vesting/Performance |
|---|---|---|---|
| Annual stock award (grant‑date fair value) | $35,992 | $35,987 | Director grants cliff‑vest at year‑end for the service year; no performance metrics disclosed. |
No performance‑conditioned metrics are disclosed for director equity; awards are time‑based and issued under the 2021 Equity Incentive Plan.
Other Directorships & Interlocks
- Current public company boards: None disclosed.
- Private/non‑profit boards: Tesco Controls (past), Make‑A‑Wish chapter (past Chair), St. Michael’s Episcopal Day School (former board).
- Interlocks: None with FSBC competitors/suppliers disclosed.
Expertise & Qualifications
- Operations/finance/management leadership in logistics/transportation, with strong network in California agriculture.
- Board service and community leadership across multiple non‑profits.
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 22, 2024 | 177,669 | 1.02% | Includes unvested restricted stock awards (1,638 not vesting within 60 days). |
| March 21, 2025 | 178,834 | * (less than 1%) | Includes unvested restricted stock awards (1,165 not vesting within 60 days). |
- Form of holding: Shares held in a revocable trust for his benefit (he serves as trustee).
- Pledging/hedging: No pledging disclosed for Nickum; company policy prohibits pledging and hedging absent board‑approved exception.
Related‑Party Exposure and Transactions
- Ordinary banking relationships: FSBC extends loans/deposits to directors and related interests on market terms; as of Dec 31, 2024, ~$14.5mm of loans and $0.7mm commitments were outstanding to directors/executive officers/principal shareholders and affiliates; no loans were nonaccrual/past due/restructured/potential problem. (Not broken out by individual)
- S‑Corp termination/tax sharing: In 2022, Mr. Nickum received $66,073 under FSBC’s S‑Corp Termination and Tax Sharing Agreement (no 2023 payments); applies to legacy shareholders tied to pre‑IPO S‑Corp status.
Director Compensation Summary (Nickum)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 41,500 | 35,992 | 77,492 |
| 2024 | 41,750 | 35,987 | 77,737 |
Compliance & Filings
- Section 16(a) compliance: 2023 proxy notes one late Form 4 by Perry‑Smith; no delinquencies attributed to Nickum.
- 2024 period reporting (for 2025 meeting): Company states all directors and executive officers complied with Section 16(a) filing requirements.
Governance Assessment
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Strengths
- Long‑tenured operator with domain expertise in logistics/agriculture; enhances sector coverage and regional relationship network.
- Consistent meeting attendance threshold met in 2024 (≥75%).
- Meaningful share ownership (178,834 shares), with ongoing director equity grants aligning interests; no pledging disclosed.
-
Watch items / RED FLAGS
- Not independent under Nasdaq rules (one of two non‑independent directors alongside the CEO), which can affect perceived board independence and committee eligibility.
- No current roles on Audit, Compensation, or Governance & Nominating Committees—limits direct oversight influence on key board levers.
- Legacy related‑party optics: receipt of $66,073 under the S‑Corp Tax Sharing Agreement (historical, tied to pre‑IPO structure).
- Ordinary‑course related party lending exists at the company level (not individually disclosed), requiring ongoing attention to Regulation O and arm’s‑length safeguards.
-
Net view: Mr. Nickum adds operational and regional expertise with solid ownership alignment. The primary governance consideration is his non‑independent status and absence from the three standing committees, which may temper investor confidence in board independence; continued transparency on related‑party safeguards and director equity structures (time‑based, not performance‑based) remains important.