Kevin Ramos
About Kevin F. Ramos
Independent director of Five Star Bancorp since 2019; age 60. Current roles include Chief Investment Officer at Buzz Oates Commercial Real Estate (since 1995) and Investment Committee Chair of Pac West Industrial Equities, LP (since 2017), with 35+ years of commercial real estate experience spanning finance, entitlement, development, leasing, property management, investment, and asset management. He serves on the board of Saint John’s Program for Real Change and the Sacramento chapter of NAIOP. FSBC’s board classifies him as independent under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buzz Oates Commercial Real Estate | Chief Investment Officer | 1995–present | Leads investment/asset management; extensive CRE finance and development background |
| Pac West Industrial Equities, LP | Investment Committee Chair | 2017–present | Chairs investment decisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Saint John’s Program for Real Change | Director | Current | Non-profit board service |
| NAIOP (Sacramento chapter) | Director | Current | Industry association board |
Board Governance
- Committee assignments: Compensation Committee member; the committee met four regular quarterly meetings in 2024; all members (including Ramos) deemed independent under Nasdaq/SEC rules.
- Board attendance: The board met 8 times in 2024; all directors attended at least 75% of board and applicable committee meetings except Shannon Deary-Bell (73%). All 11 directors at the time attended the 2024 annual meeting.
- Leadership context: Separate Chair and CEO roles (Chair: Robert T. Perry-Smith; CEO: James E. Beckwith). No Lead Independent Director required by bylaws; board emphasizes independent oversight.
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 53,750 | 35,987 | 89,737 |
- Structure: Directors generally receive $3,000 monthly cash retainer; $500 monthly for committee participation; chair stipends (per month) include Board Chair $3,000, Audit Chair $1,250, Loan Chair $1,000, Compensation Chair $625, Governance & Nominating Chair $625, Asset Liability Chair $625.
- Director equity grants: issued under the 2021 Equity Incentive Plan; for 2024, director grants cliff vest at year-end.
Performance Compensation
| Component | Vesting | Performance Metrics | Clawback/Recoupment | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual director stock award | Cliff vest at year-end (2024 grants) | None disclosed for directors | Awards under Equity Incentive Plan subject to Company’s Clawback Policy/recoupment provisions | Unvested awards not assumed by a successor may vest, subject to Committee determination |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Overlap |
|---|---|---|---|
| Five Star Bancorp (FSBC) | Public | Director (Compensation Committee member) | — |
| Buzz Oates Group of Companies | Private | CIO at Buzz Oates; 10,000 FSBC shares held by the entity in Ramos’s beneficial tally | Shared Buzz Oates affiliation with FSBC director Larry E. Allbaugh (CEO of Buzz Oates), who also holds FSBC shares via Buzz Oates entities/trusts |
- Public company boards: None disclosed beyond FSBC.
Expertise & Qualifications
- Domain expertise: Commercial real estate investment and asset management; finance, development, leasing, property and investment management (35+ years).
- Governance skill: Compensation committee service; independent.
- Community/industry engagement: Boards at Saint John’s Program for Real Change and NAIOP (Sacramento).
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Kevin F. Ramos (beneficial) | 180,822 | <1% (*) | Includes 170,822 shares in a revocable trust for Ramos and 10,000 shares held by Buzz Oates Group of Companies |
| Unvested restricted stock included in report | 1,165 | — | Unvested RSAs not vesting within 60 days are included in reported beneficial ownership |
| 2024 Public Offering purchase | 13,793 | — | Shares purchased at $21.75/share; aggregate $299,998 |
- Hedging/pledging policy: Company prohibits hedging/short sales; pledging/margin accounts prohibited absent board exception. No pledging disclosed for Ramos.
- Section 16 compliance: Company reports directors/officers complied with Section 16(a) during 2024.
Governance Assessment
- Independence and engagement: Ramos is independent, serves on the Compensation Committee, and met minimum attendance thresholds; this supports investor confidence in oversight of pay practices.
- Ownership alignment: Meaningful beneficial stake (180,822 shares) and participation in the 2024 offering signal alignment; director equity grants further link compensation to stock performance via the 2021 Equity Incentive Plan.
- Compensation mix: 2024 director pay emphasizes cash retainer with annual equity grant; for Ramos, cash $53,750 and stock $35,987 (total $89,737). Mix supports alignment but remains time-based (no performance metrics for director awards).
- Potential conflicts/interlocks (monitoring needed):
- Dual Buzz Oates affiliation with FSBC directors Ramos (CIO) and Allbaugh (CEO), plus entity shareholdings (Buzz Oates Group of Companies) and extensive trust holdings tied to Buzz Oates interests; this creates network interlocks that warrant scrutiny for related-party exposure and lending relationships.
- Related-party ordinary banking relationships exist; as of Dec 31, 2024 FSBC had ~$14.5M loans outstanding and ~$0.7M unfunded commitments to directors/executives/principal shareholders and affiliates, all on market terms with no nonaccrual/past due/restructured/problem loans—procedurally mitigated via Audit Committee and policy oversight.
- Controls and policies: Robust insider trading/hedging/pledging restrictions; equity plan subject to clawback and potential acceleration only under defined conditions, indicating governance-conscious incentive design.
RED FLAGS to monitor
- Interlocks and concentration of influence linked to Buzz Oates ecosystem (Ramos and Allbaugh), plus entity shareholdings; assess ongoing related-party transactions and lending exposures for conflict risks even if currently on ordinary terms.
- Director equity awards for 2024 are time-based without disclosed performance metrics; alignment exists but lacks explicit performance hurdles for directors.
Notes on undisclosed items
- No director-specific stock ownership guidelines disclosed; no meeting-by-meeting attendance detail for Ramos; no public company directorships beyond FSBC; no director-specific severance/COC terms; no director Form 4 transactions listed in proxy (Section 16 compliance affirmed).