John Dalton
About John Dalton
John W. Dalton, age 71, is Senior Vice President and Chief Credit Officer at Five Star Bank (Five Star Bancorp) and has served in this role since 2011; he has 40+ years of lending and banking experience and holds a B.S. in Animal Science from Cal Poly, San Luis Obispo . Prior to Five Star, he progressed from Credit Analyst to senior lending roles at Farm Credit System and then served as SVP/Chief Credit Officer at Stockmans Bank (via merger) before becoming SVP/Region Credit Administrator at PremierWest Bank in 2008 . Company-level TSR or revenue/EBITDA performance metrics tied to Mr. Dalton’s tenure were not detailed in the cited filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farm Credit System | Credit Analyst → Loan Officer → Branch Manager → SVP/Senior Lender | 1980–1991 | Progressive credit and lending leadership foundation |
| Stockmans Bank | SVP/Chief Credit Officer | 1991–2008 | Led credit function through merger period |
| PremierWest Bank | SVP & Region Credit Administrator | 2008–2011 | Regional credit oversight post-merger integration |
| Five Star Bank (FSBC) | SVP & Chief Credit Officer | 2011–Present | Enterprise credit leadership for FSBC |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blue Diamond | District 3 Grower Liaison Committee Member | N/A | Industry liaison engagement |
| Sutter Club | Finance Committee Member | N/A | Financial oversight involvement |
| Sacramento Metro-PAC | Board of Directors (prior disclosure) | N/A | Community/public affairs role (disclosed in prior proxy) |
Fixed Compensation
| Year | Base Salary ($) | Perquisites ($) | Perquisite Detail |
|---|---|---|---|
| 2023 | 311,584 | 21,832 | Auto $6,000; 401(k) match $11,423; Cell phone $718; Club dues $3,691 |
| 2022 | 280,000 | 21,284 | Auto $6,000; 401(k) match $11,014; Cell phone $706; Club dues $3,564 |
Performance Compensation
| Component | Metric/Design | Target/Cap | Actual Payouts (Cash) | Equity Component | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2023 design) | Individual and corporate goals set by Compensation Committee | Target 37.5% of base; cap 50% | $120,207 (2023) | Portion payable in stock; two-thirds subject to vesting | Pre-IPO awards: 1/3 immediate, remainder over 2 years; post-IPO plan varies (see below) |
| Annual Bonus (2022) | As above | Target 37.5% of base; cap 50% | $87,542 (2022) | As above | As above |
| Stock Awards (Grant Date Fair Value) | Restricted stock under 2021 Equity Incentive Plan | N/A | — | $14,716 (2023) ; $14,706 (2022) | IPO-era grants generally vest 3 or 5 years; pre-IPO: 1/3 immediate then 2 years; CEO seven-year schedule distinct |
| Long-Term Incentive Program (board-approved 2025) | PSUs + RSUs/RSAs for executive officers | PSU target; 50/100/150% payout at 60th/70th/80th percentile | N/A | PSUs (performance-based) and RSUs/RSAs (service-based) | PSUs vest based on three-year average ROAA vs peer group; RSUs/RSAs vest annually over five years |
Notes:
- The company adopted a compensation clawback policy effective October 2, 2023; incentive-based compensation is subject to recovery upon certain restatements .
- The 2025 long-term incentive program applies to “executive officers” (explicit awards disclosed for two named NEOs; individual award amounts for Mr. Dalton were not specified in the 8-K) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/22/2024) | 30,850 shares; less than 1% of outstanding (17,353,369 shares outstanding) |
| Outstanding Unvested Equity (12/31/2023) | 5/7/2021 grant: 4,200 shares unvested ($109,956); 1/20/2022 grant: 172 ($4,503); 2/2/2023 grant: 344 ($9,006). Market value based on $26.18 close on 12/29/2023 |
| Vesting Schedules (per plan) | 5/7/2021 and IPO-era awards: generally ratable over five years (CEO seven years); some pre/post-IPO awards used 1/3 immediate with remaining over two years; dividends paid on unvested shares |
| Hedging/Pledging Policy | Hedging prohibited; pledging or margin accounts prohibited absent board-approved exceptions. A large CEO pledge is disclosed; no Dalton pledge is disclosed in footnotes reviewed |
Employment Terms
- Written Employment Agreement: The company disclosed no written employment arrangement with Mr. Dalton for 2023; later proxies (2025) describe agreements for other NEOs but no Dalton-specific agreement .
- Change-in-Control/Severance: On Nov 4, 2025, the bank entered into change-in-control agreements with CFO Heather Luck and Chief Banking Officer Michael Rizzo (not naming Mr. Dalton). These provide 12 months of base salary plus most recent annual cash bonus upon qualifying termination within one year post-CIC, and full vesting of continued equity awards; 280G “best-net” cutback applies .
- Clawback: Company-wide clawback policy adopted Oct 2, 2023 applies to executive officers .
- Insider Trading/10b5-1: Executives may utilize Rule 10b5-1 plans; policy governs trading windows and prohibits hedging/pledging without exception .
Multi-Year Compensation (NEO disclosures including Mr. Dalton)
| Year | Salary ($) | Stock Awards ($, Grant-Date FV) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 311,584 | 14,716 | 120,207 | 21,832 | 468,339 |
| 2022 | 280,000 | 14,706 | 87,542 | 21,284 | 403,532 |
Performance Compensation Detail (Award Mechanics)
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Bonus (2023) | Not disclosed | 37.5% of base; cap 50% | Not disclosed | $120,207 cash; balance partly in stock | Stock portion subject to multi-year vesting; dividends on unvested shares |
| PSUs (2025 program for executive officers) | N/A | ROAA percentile vs Western-region peers (S&P BMI) | N/A | 50%/100%/150% at 60th/70th/80th percentile | PSUs vest at end of 3-year period if employed; RSU/RSA service vest over 5 years |
Investment Implications
- Pay-for-performance alignment: Dalton’s cash bonus was meaningful but capped by a target of 37.5% of base (50% cap), with a portion of bonus paid in equity subject to vesting—aligning outcomes with shareholder value via time-based stock; the 2025 PSU framework ties future executive pay to three-year ROAA relative performance, enhancing alignment with profitability and peer-relative results .
- Retention and severance: No Dalton-specific employment agreement or CIC agreement is disclosed (recent CIC agreements only covered CFO and CBO), implying comparatively less severance protection—a potential retention risk if external opportunities arise, but also limiting parachute exposure for shareholders .
- Selling pressure and ownership: Dalton’s beneficial stake was modest (<1%) as of March 2024, with multiple unvested awards scheduled to vest over a multi-year horizon—creating recurring taxable vesting events but subject to strict insider trading and anti-hedging/pledging policies; no pledges are disclosed for Dalton in reviewed footnotes .
- Governance and risk: Company-wide clawback adoption in Oct 2023 and prohibition on hedging/pledging (without exceptions) are shareholder-friendly controls; bonus metrics are set annually by the Compensation Committee, but granular, quantitative targets for Dalton’s 2023 bonus were not disclosed in proxies, reducing external transparency into his pay-performance sensitivity .
Citations: Executive background and age ; compensation tables and perquisites ; bonus target and no written employment arrangement ; stock award vesting mechanics and dividends ; beneficial ownership ; hedging/pledging policy and 10b5-1 ; 2025 executive LTI PSU/RSU design ; 2025 CIC agreements (Luck, Rizzo) .