Heather Luck
About Heather Luck
Heather C. Luck, age 44, is Executive Vice President and Chief Financial Officer of Five Star Bancorp. She joined the company in October 2018 as Vice President/Director of Finance, became Senior Vice President & CFO in February 2021, and was promoted to EVP & CFO in January 2025 . She is a licensed CPA (California), holds a B.S. in Marketing (University of Utah) and an M.S. in Accounting and Finance (University of Maryland Global Campus), and is a 2022 graduate of Pacific Coast Banking School; she received a Sacramento Business Journal C‑Suite award in 2024 . Her incentive mix now includes PSUs tied to three‑year average ROAA relative to a Western regional bank peer set (payouts at 50%/100%/150% at the 60th/70th/80th percentile) and five‑year service‑based RSUs under the 2021 Equity Incentive Plan, reinforcing pay-for-performance and retention . The proxy does not disclose TSR, revenue growth, or EBITDA growth figures specific to her tenure; the company uses a discretionary annual bonus framework with goals set by the Compensation Committee and a clawback policy adopted October 2, 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Five Star Bancorp | EVP & CFO | Jan 2025–Present | Executive finance leadership; named NEO in 2024 |
| Five Star Bancorp | SVP & CFO | Feb 2021–Dec 2024 | Led finance during IPO era; RS/RSU awards under 2021 EIP |
| Five Star Bancorp | VP & Director of Finance | Oct 2018–Feb 2021 | Joined to lead finance function pre‑CFO |
| Oracle | Senior Assistant Controller – Global BUs & M&A | Mar 2018–Sep 2018 | Oversaw integration of acquired entities’ ledgers onto Oracle Cloud, ensuring policy compliance and intercompany eliminations |
| Ernst & Young LLP | Manager, Assurance Services | 2010–2017 | Led multiple PCAOB/GAAS audit engagements across industries; coordinated with tax/valuation specialists |
External Roles
No public company directorships or external board roles for Ms. Luck are disclosed in the company’s executive officer biographies in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Max Bonus (% of base) | Actual Cash Bonus ($) | All Other Comp ($) | All Other Comp Detail |
|---|---|---|---|---|---|---|
| 2024 | 321,222 | 75% | 100% | 100,886 | 15,208 | 401(k) match $13,800; cell phone $1,408 |
Bonus plan is not a written formula plan; the Committee sets corporate and individual goals annually and may pay part of the bonus in stock awards subject to vesting and the 2023 clawback policy .
Performance Compensation
| Vehicle / Metric | Grant/Target | Performance Targets | Payout Formula | Vesting |
|---|---|---|---|---|
| PSUs (2025 LTI) – 3‑yr average ROAA vs S&P Global BMI Western region bank peers | $100,000 target value (grant ~May 1, 2025) | Percentile ranks: 60th / 70th / 80th+ | 50% / 100% / 150% of target for 60th / 70th / 80th+ percentile, respectively | Cliff vest on 3rd anniversary, subject to achievement and continued employment |
| RSUs (2025 LTI) – service-based | $100,000 target value (grant ~May 1, 2025) | N/A (service-based) | N/A | Vest in equal annual installments over 5 years |
| Stock Awards (2024) – service-based restricted stock (under 2021 EIP) | 6,000 shares granted 2/7/2024 | N/A (service-based) | N/A | Generally vest in equal installments over 5 years, beginning 1 year from grant |
| Stock Awards (2023) – service-based restricted stock | 172 shares granted 2/2/2023 | N/A (service-based) | N/A | One‑third vested on grant; remaining in equal annual installments over 2 years |
| Stock Awards (2024 S‑K 402 fair value) | $131,820 grant date fair value | N/A | N/A | Per EIP terms; see above schedules |
Policy notes applicable to all awards:
- 2021 Equity Incentive Plan authorizes options, RSUs, performance awards, etc.; post‑IPO awards generally vest ratably over three or five years (CEO’s IPO grant vesting over seven years) and are subject to the October 2023 clawback .
- Change in control: unvested awards not assumed by a successor become vested unless the Committee determines otherwise; Committee may specify acceleration on death, disability, change in control, or retirement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/21/2025) | 24,032 shares; <1% of outstanding (21,329,235 shares) |
| Unvested stock awards (12/31/2024) | 2,800 shares (5/7/2021 grant); market value $84,252 at $30.09 close |
| 172 shares (2/2/2023 grant); market value $5,175 | |
| 6,000 shares (2/7/2024 grant); market value $180,540 | |
| Options outstanding | None disclosed for Ms. Luck in proxy equity tables |
| Dividends on unvested stock | Company pays dividends on unvested shares granted to NEOs |
| Pledging/Hedging | Insider trading policy prohibits short sales, hedging, and pledging/margin accounts unless the Board approves an exception |
| Pledges by Ms. Luck | No pledges disclosed for Ms. Luck in beneficial ownership table (contrast: CEO pledges disclosed separately) |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None – no written employment arrangement with Ms. Luck |
| Bonus framework | No written formula plan; annual bonus opportunity set as % of base (target 75%, max 100%), with portion in stock awards; Committee sets goals |
| Clawback | Compensation Clawback Policy effective Oct 2, 2023; recoupment of erroneously awarded incentive‑based compensation upon a required accounting restatement |
| Change‑in‑control (equity) | Under 2021 EIP, unassumed unvested awards vest on a CIC unless Committee decides otherwise; Committee may provide for acceleration on death/disability/CIC/retirement |
| Non‑compete / non‑solicit | Not disclosed for Ms. Luck (CEO agreement contains restrictive covenants; Ms. Luck has no written agreement) |
| Perquisites | 401(k) safe harbor match; limited perks (for 2024, $13,800 401(k) match; $1,408 cell phone reimbursement) |
Investment Implications
- Pay-for-performance and retention: The 2025 LTI program adds a three‑year, peer‑relative ROAA PSU and five‑year RSU ladder, improving alignment and line‑of‑sight to profitability versus peers while creating multi‑year retention hooks .
- Limited severance exposure; retention driven by equity: With no employment agreement for Ms. Luck, there are no disclosed severance or CIC cash multiples; retention rests on ongoing vesting of existing equity and the new RSU/PSU program .
- Selling pressure outlook: Unvested stock from 2021/2023/2024 grants (8,972 shares at 12/31/2024) vests ratably (5‑year for 2021/2024; 2‑year tail from 2023), implying modest, steady vesting events over the next 1–4 years rather than a single large unlock .
- Governance risk low for hedging/pledging; no pledges disclosed: The firm prohibits hedging/pledging absent Board approval and discloses pledges when present (CEO only), reducing alignment risk; no pledges are disclosed for Ms. Luck .
- Ownership alignment moderate and rising: Ms. Luck beneficially owns 24,032 shares (<1%); continued five‑year RSU vesting plus 2025 LTI should increase owned shares over time if retained and if PSUs pay out .
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