Randall Reynoso
About Randall Reynoso
Randall E. Reynoso, age 67, is an independent director of Five Star Bancorp and has served on the board since 2021; he is Vice Chairperson of the board (since 2023) and a member of the Audit Committee, designated as an “audit committee financial expert” under SEC rules . He brings 40+ years of banking experience, including as Executive Vice President at Wells Fargo (2007–2020) and prior service as President and COO of Placer Sierra Bancshares/Placer Sierra Bank, leading a 2004 IPO and facilitating the sale to Wells Fargo in 2007 . His background includes significant San Francisco market expertise and leadership roles across Northern California civic organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Bank | Executive Vice President | 2007–2020 | Led national investor real estate; Middle Market Banking Leader for Northern California; San Francisco business banking leadership |
| Placer Sierra Bancshares & Placer Sierra Bank | President & Chief Operating Officer; Director | Through 2007 | Instrumental in 2004 IPO; facilitated sale to Wells Fargo (June 2007) |
| Five Star Bancorp | Director; Loan Committee (initial appointment) | Since 2021 | Appointed May 20, 2021; served on Loan Committee at appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| San Francisco Opera Association | Board/Leadership | Not disclosed | Philanthropic leadership |
| San Francisco Travel Association | Immediate past chair | Not disclosed | Tourism sector leadership |
| Zuckerberg San Francisco General Hospital Foundation | Board/Leadership | Not disclosed | Healthcare philanthropy |
| Sacramento Hispanic Chamber of Commerce | Leadership roles | Past service | Community leadership |
| Stanford Home for Children; Mondavi Center; KVIE; Naturebridge | Leadership roles | Past service | Civic/arts/environment leadership |
| Multiple Northern CA nonprofits | Boards/leadership | Various | Additional service noted |
Board Governance
- Roles: Vice Chairperson of the board; Audit Committee member; designated “audit committee financial expert” and financially sophisticated (Nasdaq) .
- Independence: Board determined independence for all directors except the CEO (Beckwith) and David Nickum; Reynoso is independent per Nasdaq/SEC rules .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of board and applicable committee meetings, except one director (Deary‑Bell at 73%); Reynoso met the ≥75% threshold .
- Committee cadence: Audit Committee held 12 regular and 5 special meetings in 2024, indicating high oversight intensity .
- Leadership structure: Separate Chair (Robert T. Perry‑Smith), CEO (James E. Beckwith), and Vice Chair (Randall E. Reynoso); no formal Lead Independent Director requirement in bylaws .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees (Director) | $49,250 | Fees earned for Company/Bank board and committee service |
| Equity (Grant Date Fair Value) | $35,987 | Annual director stock award (Topic 718 fair value) |
| Total | $85,237 | Sum of cash and equity fair value |
Director fee schedule (monthly): $3,000 retainer; +$500 for committee participation; chair premiums: Board Chair $3,000; Audit Chair $1,250; Loan Chair $1,000; Compensation Chair $625; Governance & Nominating Chair $625; Asset Liability Chair $625 .
Vesting: 2024 director stock awards were issued under the 2021 Equity Incentive Plan and cliff vest at year‑end; directors are reimbursed for reasonable out‑of‑pocket expenses .
Performance Compensation
| Metric Type | Disclosure for Directors |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity grants are time‑based with year‑end cliff vesting |
| Equity plan allows performance awards | The 2021 Equity Incentive Plan permits performance awards, but director grants disclosed for 2024 were time‑based |
| Clawback applicability | Awards under the Equity Incentive Plan are subject to the Company’s Clawback Policy and any recoupment policies |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Five Star Bancorp .
- Prior public company boards: Placer Sierra Bancshares/Placer Sierra Bank (served on boards; financial services sector) .
- Interlocks/conflicts: No shared directorships with competitors/suppliers/customers disclosed for Reynoso; governance committee oversees independence and conflicts .
Expertise & Qualifications
- Designation: Audit committee financial expert; financial sophistication per Nasdaq .
- Domain expertise: Banking operations, investor real estate, middle market banking, San Francisco market development .
- Board qualifications: Extensive public bank experience; instrumental in FSBC entry into San Francisco market .
Equity Ownership
| As of Record Date (March 21, 2025) | Shares Beneficially Owned | Ownership % of Outstanding | Vested vs Unvested (Known) | Notes |
|---|---|---|---|---|
| Randall E. Reynoso | 21,828 | <1% (*) | Includes 1,165 unvested RSAs not vesting within 60 days | Ownership table based on 21,329,235 shares outstanding ; unvested RSAs per footnote (2) |
Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors unless a board‑approved exception; no pledging disclosed for Reynoso (contrast: pledge disclosed for CEO) .
Insider filings:
| Filing | Date | Security | Amount | Ownership Form |
|---|---|---|---|---|
| Form 3 (Initial Statement) | 06/01/2021 | Common Stock | 16,500 | Direct (D) |
Governance Assessment
- Strengths:
- Independent director with financial expert designation, serving on a highly active Audit Committee (12 regular + 5 special meetings in 2024), supporting robust financial oversight .
- Vice Chairperson role signals influence in board effectiveness and strategic oversight; leadership structure separates Chair/CEO/Vice Chair .
- Attendance ≥75% supports engagement; board‑level cadence indicates strong participation in risk and financial controls .
- Director equity grants (time‑based, year‑end cliff vest) create alignment; beneficial ownership present, with no hedging/pledging disclosed for Reynoso and policy restrictions in place .
- Potential risks/RED FLAGS:
- Related‑party loans exist at the Company level to directors/executives and affiliates ($14.5mm outstanding; $0.7mm unfunded commitments as of 12/31/2024), though disclosed as ordinary‑course, same terms, and performing; no individual transaction for Reynoso disclosed .
- No disclosed performance metrics for director compensation; while standard in banks, lack of at‑risk performance linkage for directors reduces pay‑for‑performance signaling .
Signal summary: Reynoso’s independence, audit expertise, and Vice Chair role bolster investor confidence. The active Audit Committee cadence and attendance support board effectiveness. No specific related‑party conflicts or pledging tied to Reynoso are disclosed; director compensation is modest with equity granting alignment. Overall governance signals are constructive for oversight quality .