Michael Lee
About Michael Lee
Michael E. Lee, age 63, serves as Senior Vice President and Chief Regulatory Officer (CRO) of Five Star Bancorp; he joined in 2005 as Chief Financial Officer (CFO), became Chief Credit Officer (CCO) in 2007, and has served as CRO since 2010 after 14+ years with the FDIC . He holds a BBA (Economics) from Midwestern State University (TX) and is a graduate (with honors) of Pacific Coast Banking School at the University of Washington . While company-level TSR/revenue/EBITDA outcomes tied to his tenure aren’t disclosed, FSBC adopted a pay-for-performance long-term incentive (LTI) design for executive officers using 3-year average ROAA vs Western-region peers, with PSU payouts at 50%/100%/150% for 60th/70th/80th+ percentile and 5-year RSU vesting to promote retention . Alignment safeguards include a Dodd-Frank-compliant clawback policy (adopted Oct 2, 2023) and prohibitions on hedging/pledging absent Board-approved exceptions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Five Star Bancorp | Senior Vice President & Chief Regulatory Officer | 2010–present | Appointed CRO in 2010 |
| Five Star Bancorp | Senior Vice President & Chief Credit Officer | 2007–2010 | Transitioned from CFO to CCO in 2007 |
| Five Star Bancorp | Chief Financial Officer | 2005–2007 | Joined FSBC as CFO in 2005 |
| Federal Deposit Insurance Corporation (FDIC) | Various regulatory roles | 14+ years (prior to 2005) | 14+ years with the FDIC prior to FSBC |
External Roles
| Organization | Role | Years | Scope/Notes |
|---|---|---|---|
| Sacramento Asian Pacific Chamber of Commerce | Board member | Not disclosed | Community/economic development leadership |
| Sacramento Regional Conservation Corps | Board member | Not disclosed | Workforce development and conservation focus |
Fixed Compensation
- Individual salary/bonus for Michael Lee is not disclosed because FSBC reports compensation only for NEOs (CEO, CBO, CFO in 2024; CEO, CBO, CFO in 2025) and Lee is not an NEO .
Performance Compensation
- FSBC’s Board approved a new executive LTI framework (April 17, 2025) covering executive officers (includes CRO as an executive officer class). Awards are a mix of PSUs and RSUs under the 2021 Equity Incentive Plan; specific dollar amounts were disclosed for two NEOs, but not for Lee .
| Element | Metric/Terms | Targets/Payout | Vesting | Source |
|---|---|---|---|---|
| PSUs | 3-year average ROAA vs peer group (S&P Global Broad Market Index – Western Region banks) | 50% at 60th percentile; 100% at 70th; 150% at 80th+ | Cliff vest on the 3rd anniversary of grant, subject to performance and continued employment | |
| RSUs | Service-based | N/A | Equal annual installments over 5 years, subject to continued employment | |
| Clawback | Company-wide compensation clawback policy | Recovery of erroneously awarded incentive pay upon restatement | Applies to incentive-based compensation |
Additional plan mechanics (context): Post-IPO executive stock awards under the 2021 plan typically vest ratably over 3 or 5 years (CEO-specific awards may differ); dividends are paid on unvested executive stock awards issued as part of annual bonuses .
Equity Ownership & Alignment
- Individual beneficial ownership for Michael Lee is not separately reported (he is not a director or NEO in the proxy). Directors and executive officers as a group owned 4,628,402 shares (21.70% of outstanding) as of March 21, 2025, indicating meaningful insider alignment overall .
- Pledging/hedging: Company policy prohibits hedging and pledging/margin unless the Board grants an exception; no pledging is disclosed for Lee (CEO’s pledged shares are explicitly identified; none for Lee) .
- Trading plans: Executives may utilize Rule 10b5-1 trading plans under the Company’s insider trading policy .
| Holder | Shares | % of Outstanding |
|---|---|---|
| All directors and executive officers (18 persons) | 4,628,402 | 21.70% |
Employment Terms
- No employment agreement, severance, or change-in-control terms are disclosed for Michael Lee; only the CEO’s employment and salary continuation arrangements are detailed, and no written employment agreements are disclosed for the other reported NEOs (Rizzo, Luck) .
- Non-compete, non-solicit, or garden leave provisions specific to Lee are not disclosed .
Investment Implications
- Long-tenured regulatory and credit leadership: Lee’s 20-year+ tenure (CFO→CCO→CRO) and prior 14+ years at the FDIC point to strong regulatory/compliance stewardship—a core risk area for banks—supporting consistent execution and risk oversight .
- Pay-for-performance and retention: The 2025 executive LTI program’s PSU metric (3-year average ROAA vs Western-region peers) aligns incentives to profitability/discipline; 5-year RSU vesting promotes retention and may create periodic supply from scheduled vesting if Lee received awards under this program .
- Alignment safeguards: Prohibitions on hedging/pledging (absent Board exceptions), availability of 10b5-1 plans, and the 2023 clawback policy collectively reduce misalignment and governance risk for executive officers, including the CRO role .
- Transparency trade-off: As a non-NEO, Lee’s individual compensation and ownership are not itemized, limiting precision on pay-mix, severance economics, and direct “skin-in-the-game;” the group’s 21.70% insider ownership partially offsets this data gap .