Larry Allbaugh
About Larry E. Allbaugh
Independent director (age 61) serving since 1999; currently Chairperson of the Governance & Nominating Committee. CEO of Buzz Oates Commercial Real Estate since 2009 (executive since 1990), managing member of Pac West Equities, LP, and co‑trustee of the Marvin L. Oates Trust, with extensive regional board service (Teichert Inc. Audit Chair; Pacific Coast Building Products, Inc.; Greater Sacramento Economic Council; Marvin “Buzz” Oates Charitable Foundation). The board determined he is independent under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buzz Oates Commercial Real Estate | Executive; CEO | Executive since 1990; CEO since 2009 | Led large real estate investment operations (Pac West Equities, LP); governance roles in Oates family trusts |
| Marvin L. Oates Trust | Co‑Trustee | Not disclosed | Oversight of significant family holdings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teichert Inc. | Director; Audit Committee Chair | Not disclosed | Audit leadership (chair) |
| Pacific Coast Building Products, Inc. | Director | Not disclosed | Board service |
| Greater Sacramento Economic Council | Director | Not disclosed | Regional economic development |
| Marvin “Buzz” Oates Charitable Foundation | Founding Director | Not disclosed | Philanthropy governance |
Board Governance
- Committee assignments: Chairperson, Governance & Nominating Committee. Committee responsibilities include board composition, committee independence, governance principles (including ESG), succession planning, board education, and annual board/committee evaluations. Independent status affirmed for Allbaugh and all committee members.
- Other committees: Not listed on Audit or Compensation committees in 2024 (Audit: Perry‑Smith chair, Kashiwagi, Reynoso; Compensation: Riggs chair, Lucas, Ramos).
- Independence: Board determined all directors other than CEO Beckwith and director Nickum were independent under Nasdaq and SEC rules.
- Attendance: Board met 8 times in 2024; each director attended at least 75% of board and committee meetings (except Deary‑Bell at 73%). All 11 directors attended the 2024 annual meeting.
- Board leadership: Separate Chair and CEO; Chair Robert T. Perry‑Smith; Vice Chair Randall E. Reynoso; lead independent director not required by bylaws.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $49,250 | Includes monthly cash retainer ($3,000), committee participation ($500/month), and chair fees ($625/month for Governance & Nominating) |
| Stock awards (grant‑date fair value) | $35,987 | Director stock awards issued under the 2021 Equity Incentive Plan; 2024 grants cliff‑vest at year‑end |
| Total | $85,237 | 2024 director compensation total |
- Director fee schedule: Monthly cash retainer $3,000; committee participation $500/month; Governance & Nominating Committee Chair $625/month; reimbursement of reasonable expenses.
Performance Compensation
| Item | Structure | Metrics/Terms |
|---|---|---|
| Equity awards to directors | Annual grants under 2021 Equity Incentive Plan | 2024 director grants cliff‑vest at year end; no performance metrics disclosed for director equity grants |
No director performance metrics (TSR/ROE/ESG) were disclosed for director compensation; performance awards capability exists under the plan, but director grants in 2024 were time‑based.
Other Directorships & Interlocks
| Individual/Entity | Relationship to FSBC | Interlock/Exposure |
|---|---|---|
| Kevin F. Ramos | FSBC director; Chief Investment Officer, Buzz Oates Commercial Real Estate | Shared affiliation with Allbaugh (Buzz Oates) on FSBC board |
| Buzz Oates entities | Allbaugh is CEO/shareholder/non‑member manager of related entities | 10,000 FSBC shares held by Buzz Oates LLC; 10,000 shares by Buzz Oates Group of Companies |
No current public company directorships for Allbaugh were disclosed in the proxy; listed boards appear to be private/non‑profit institutions.
Expertise & Qualifications
- Senior operating and investment leadership in commercial real estate (CEO, Buzz Oates; managing member Pac West Equities, LP).
- Audit oversight expertise (Audit Committee Chair at Teichert Inc.).
- Regional economic development and philanthropic governance experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Larry E. Allbaugh | 3,174,235 | 14.88% | Includes shares in multiple Oates family trusts (revocable and irrevocable), plus 10,000 shares held by Buzz Oates LLC and 10,000 by Buzz Oates Group of Companies; address for related entities: 555 Capitol Mall, Suite 900, Sacramento, CA 95814 |
- 2024 offering participation: Allbaugh and affiliated entities purchased 137,931 shares for $2,999,999 at $21.75/share (Oates Administrative Trust and Larry & Laura Allbaugh Living Trust).
- Hedging/pledging policy: Company prohibits hedging and pledging (and margin accounts) absent board‑approved exception. No pledging by Allbaugh disclosed in footnotes.
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings | Compliant | Company believes all officers/directors complied with Section 16(a) in 2024; no delinquent reports noted |
Governance Assessment
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Strengths:
- Long‑tenured independent director with deep governance remit as Governance & Nominating Chair, including oversight of board composition, independence, succession, and ESG governance.
- Meaningful ownership alignment (14.88% beneficial), plus open‑market support via 2024 offering purchases through affiliated trusts.
- Attendance ≥75% with full annual meeting participation in 2024; separate Chair/CEO structure supports independent oversight.
-
Potential conflicts and monitoring items:
- Concentrated ownership and fiduciary roles across Oates family trusts and Buzz Oates entities; ordinary‑course related‑party banking relationships exist broadly (bank had ~$14.5m loans outstanding to directors/executives/principal shareholders and affiliates at 12/31/2024), warrant ongoing related‑party oversight.
- Buzz Oates affiliation is shared with FSBC director Kevin Ramos, creating an interlock that merits continued Audit/Governance review for credit/transaction neutrality.
- Company policy prohibits pledging/hedging absent board approval; maintain surveillance for any exceptions; none disclosed for Allbaugh.
-
Director pay mix:
- Standard community bank structure with cash retainer, committee chair fees, and time‑based equity; no director‑level performance metrics disclosed, limiting pay‑for‑performance linkage at the board level.
Overall signal: Independent status, governance chair role, and significant ownership are positives for alignment and board effectiveness; interlocks and extensive trust control structures require continued robust related‑party and credit‑exposure oversight to preserve investor confidence.