Don Kurtze

About Don Kurtze

Don J. Kurtze, age 37, is Executive Vice President and San Francisco Bay Area Region President at Five Star Bancorp (FSBC). He has served as Region President since June 2023 (SVP through Jan 2025; promoted to EVP in Jan 2025), with prior leadership roles at Signature Bank (Group Director), Wells Fargo (managed top-performing business development and relationship teams across ~350 SF commercial clients), and Liberty SBF (National Director of Sales). He holds a B.A. in Business Management from Fresno Pacific University and serves on the boards of TMC Financing (Vice Chair) and Hamilton Families. Company-level financial context during his tenure: FSBC revenues were $7.51M* in FY2023 and $6.45M* in FY2024 (down ~14%), noting that these are consolidated company results and not specific to his region. The company adopted a formal clawback policy in 2023 and prohibits executive hedging/pledging absent board-approved exceptions, anchoring compensation alignment and compliance.

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Mr. Kurtze. FSBC’s proxy provides detailed compensation only for named executive officers (NEOs); Mr. Kurtze was not an NEO for 2024.

Performance Compensation

• FSBC implemented a long-term incentive (LTI) program in 2025 for executive officers, combining PSUs and RSUs. The April 17, 2025 8-K states “recipients will include the Company’s executive officers” (explicit examples include two NEOs). While the filing did not individually list Mr. Kurtze, he is an executive officer; thus the program design and metrics below are applicable at the executive program level.

2025 Executive LTI Design (Program-level)

Additional program-wide features:

• Clawback policy (effective Oct 2, 2023) applies to incentive-based pay in restatement scenarios.
• Equity plan allows committee discretion on acceleration in change-in-control if awards are not assumed; plan-wide mechanics summarized below.

Equity Ownership & Alignment

• Beneficial ownership: Not disclosed for Mr. Kurtze in the proxy’s ownership table (covers directors and NEOs). No Form 4 data retrieved in this analysis window.
• Hedging/pledging: Executive officers are prohibited from hedging or pledging FSBC securities or holding them in margin accounts without board-approved exceptions, reinforcing alignment and limiting downside-protection trades.
• Rule 10b5-1: Executives may use 10b5-1 trading plans; sales outside plans must follow policy and blackout rules.
• Equity instruments: Company does not currently grant stock options; equity is primarily RSAs/RSUs and PSUs; post-IPO vesting generally over 3–5 years (CEO seven-year schedule on 2021 grant).

Employment Terms

• Individual employment agreement: Not disclosed for Mr. Kurtze. The proxy details CEO terms; other NEOs (Rizzo, Luck) had no written employment agreements as of 12/31/2024, but no specific disclosure was provided for Mr. Kurtze.
• Clawback: Compensation Clawback Policy adopted Oct 2, 2023 (applies to erroneously awarded incentive-based compensation upon restatement).
• Equity Plan (2021): Committee-administered; permits RSUs/RSAs/PSUs; change-of-control handling allows vesting acceleration if awards are not assumed; ability for committee to set acceleration in specific events (death, disability, change in control, retirement).

Performance & Track Record

• Company-level financial context across Mr. Kurtze’s regional leadership period (annual):
  • Revenues declined from FY2023 to FY2024; EBITDA not reported via SPGI for FSBC. These results reflect consolidated FSBC performance and are not specific to the Bay Area region.

Values marked with * are retrieved from S&P Global.

• Commentary: FSBC introduced a PSU program in 2025 tied to multi-year ROAA vs peers, indicating an increased emphasis on relative profitability and sustained execution, which is relevant to regional growth leaders like Mr. Kurtze as the program matures into 2027.

Compensation Structure Analysis

• Shift toward performance equity: Introduction of PSUs in 2025 tied to 3-year ROAA vs peers increases performance-at-risk pay and extends measurement horizons, strengthening pay-for-performance alignment.
• Options avoidance: FSBC did not grant options in 2024 and does not have a current practice of issuing option-like instruments, implying lower dilution risk from options and favoring RSUs/PSUs structures.
• Clawback overlay: Adoption of a clawback policy in 2023 adds downside risk to incentive pay in restatement scenarios, improving shareholder alignment and compliance posture.

Risk Indicators & Red Flags

• Hedging/pledging restrictions reduce misalignment risk (board-approved exceptions required).
• No disclosed legal proceedings or related-party arrangements specific to Mr. Kurtze in the proxy.
• Company permits 10b5-1 plans, which can mitigate perceived timing risk around trades.

Investment Implications

• Alignment: The 2025 LTI design introduces PSUs tied to relative ROAA and 5-year service-vesting RSUs, creating multi-year retention hooks and performance linkage for executive officers; if Mr. Kurtze participates, expect vesting cliffs to reduce near-term selling pressure and align outcomes with profitability versus peers.
• Transparency gap: Mr. Kurtze is not an NEO in the 2025 proxy; base salary, target bonus, and individual grant values are not disclosed, limiting precision on his cash/equity mix and pay-for-performance calibration.
• Retention and selling pressure: With RSUs vesting over five years and PSUs vesting on a three-year cycle, insider selling pressure is likely staged and performance-contingent; hedging/pledging prohibitions further mitigate premature monetization risks.
• Execution lens: As Bay Area Region President since 2023, Mr. Kurtze’s network and prior large-bank relationship leadership are strategically aligned with FSBC’s regional expansion; the firm’s relative-ROAA PSU metric may reward sustained, quality growth and credit discipline through 2027.

Citations:

• Executive background, age, and role:
• Clawback policy:
• Hedging/pledging restrictions:
• 2025 executive LTI program (PSUs/RSUs metrics, schedules):
• Equity plan, vesting, potential accelerations:
• Ownership table scope:
• Related policies (Rule 10b5-1):
• Company revenues (FY2023–FY2024): S&P Global values shown with asterisks above*