Robert Perry-Smith
About Robert T. Perry-Smith
Independent director and Board Chairperson of Five Star Bancorp (FSBC). Age 77; director since 2020; Vice Chairperson 2022–2023; Board Chairperson since 2023 . Founder and former CEO of Perry-Smith LLP, a regional accounting and consulting firm; retired in 2013 after a 40-year CPA career focused on audit, regulatory compliance, capital structure, and M&A for public and private companies, with industry specialization in banking . Designated “audit committee financial expert” and financially sophisticated under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perry-Smith LLP | Founder & Chief Executive Officer | 40-year CPA career; retired 2013 | Led audit, regulatory compliance, capital structure augmentation, M&A across industries, including banking |
| Sierra Vista Bank | Chairman | Not disclosed | Board leadership (Chairman) |
| Presidio Bank | Director | Not disclosed | Not disclosed |
| Racor Industries | Director | Not disclosed | Not disclosed |
| The Sutter Club | Past President | Not disclosed | Past President; civic leadership |
| Perry-Smith Foundation | Board experience | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member (retired) | Not disclosed | Professional designation |
| California Society of CPAs | Member | Not disclosed | Professional designation |
| Banking Industry Conferences (e.g., California Bankers Association) | Frequent speaker | Not disclosed | Industry engagement |
Board Governance
- Independence: Board affirmed independence of all directors except the CEO (James Beckwith) and David Nickum; Perry-Smith is independent under Nasdaq/SEC rules .
- Leadership: FSBC separates CEO and Board Chair roles; CEO is James E. Beckwith, Board Chairperson is Robert T. Perry-Smith; Vice Chairperson is Randall E. Reynoso .
- Committees:
- Audit Committee: Chairperson (members: Perry-Smith, Kashiwagi, Reynoso); all independent; all designated “audit committee financial experts” and financially sophisticated .
- Governance & Nominating Committee: Member (Chair: Larry Allbaugh; members: Shannon Deary-Bell, Perry-Smith); all independent .
- Attendance: Board met 8 times in 2024; all directors attended ≥75% of board and committee meetings except one (Deary-Bell at 73%). All 11 directors attended the 2024 annual meeting .
- Risk oversight: Audit Committee oversees financial reporting/internal controls; Governance & Nominating oversees director independence/conflicts; Compensation Committee oversees incentive compensation risk .
- Hedging/Pledging policy: Prohibits hedging, short sales, margin accounts, and pledging company stock unless an exception is approved by the board .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chairperson | 12 regular; 5 special |
| Governance & Nominating | Member | 3 regular; 0 special |
| Board of Directors | Board Chairperson | Board met 8 times |
Fixed Compensation
| Component | Structure | Amount/Value |
|---|---|---|
| Annual Board Cash Retainer | $3,000 per month | $36,000/year |
| Committee Participation Cash | $500 per month (one or more committees) | $6,000/year |
| Board Chair Cash | $3,000 per month | $36,000/year |
| Audit Committee Chair Cash | $1,250 per month | $15,000/year |
| 2024 Director Cash Fees (Perry-Smith) | Actual cash paid | $92,750 |
| 2024 Director Stock Award (Grant Date Fair Value) | Annual grant; cliff vests year-end | $35,987 |
| 2024 Total Director Compensation | Cash + Stock grant date fair value | $128,737 |
Stock awards to directors in 2024 were granted under the 2021 Equity Incentive Plan and cliff-vest at year-end; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
- No performance-conditioned metrics disclosed for non-employee director compensation; director equity grants are service-based under the 2021 Equity Incentive Plan and subject to the company’s Clawback Policy .
| Performance Metric in Director Pay | Disclosed? |
|---|---|
| TSR percentile vs peers | Not disclosed |
| Revenue/EBITDA growth targets | Not disclosed |
| ESG goals | Not disclosed |
| Vesting conditions | Service; cliff vest year-end (2024 grants) |
| Clawback applicability | Yes; Equity Incentive Plan awards subject to Clawback Policy adopted Oct 2, 2023 |
Other Directorships & Interlocks
| Entity | Type | Role/Interlock | Notes |
|---|---|---|---|
| Sierra Vista Bank | Public/Bank | Chairman | Prior board leadership |
| Presidio Bank | Public/Bank | Director | Prior directorship |
| Racor Industries | Industrial | Director | Prior directorship |
| The Sutter Club | Civic | Past President | Community role |
| Perry-Smith LLP | Accounting | Founder/CEO | Prior executive; banking specialization |
| Crowe Horwath LLP; Perry-Smith LLP | Accounting | Kashiwagi (Audit Committee member) previously Tax Partner at Perry-Smith LLP | Historical professional overlap; potential information flow interlock (not a related-party transaction) |
Expertise & Qualifications
- Audit and accounting leadership; 40-year CPA career with public/private audit, regulatory examinations, capital structure work, and M&A; banking specialization .
- Audit committee financial expert and financially sophisticated under SEC/Nasdaq rules .
- Governance: Board Chair; Audit Chair; member Governance & Nominating; frequent industry speaker .
- Professional affiliations: AICPA (retired), California Society of CPAs .
Equity Ownership
| Measure | Value |
|---|---|
| Shares Beneficially Owned | 226,493 |
| Ownership % (outstanding shares 21,329,235) | 1.06% |
| Holding Vehicle | Shares held in an irrevocable trust; Perry-Smith is trustee |
| Unvested Restricted Stock Included | 1,165 shares not vesting within 60 days |
| Pledged Shares | None disclosed for Perry-Smith; company policy restricts pledging absent board-approved exception |
| 2024 Public Offering Purchase | 80,460 shares at $21.75/share; $1,750,005 aggregate |
Governance Assessment
-
Strengths
- Independence and deep audit expertise; designated audit committee financial expert; strong banking and regulatory experience .
- Significant personal ownership (1.06%); additional open-market alignment via 2024 offering purchase of 80,460 shares [$1.75M], reinforcing skin-in-the-game .
- Robust risk oversight structure; explicit hedging/pledging prohibitions; equity awards subject to Clawback Policy; insider trading policy in place .
- Board/committee attendance threshold met (≥75%); board meeting cadence and Audit Committee activity (12 regular, 5 special) suggest engagement .
-
Considerations / Potential RED FLAGS
- Combined roles: Concurrent Board Chairperson and Audit Committee Chairperson concentrates governance authority; while permissible and independent, many investors prefer separation of board leadership from key financial oversight to enhance checks and balances .
- Historical professional interlock: Audit Committee member Warren Kashiwagi previously served as Tax Partner at Perry-Smith LLP, founded by Perry-Smith; not a disclosed related-party transaction, but a network tie to monitor for perceived independence in audit oversight .
- Related-party banking relationships exist in the ordinary course (aggregate $14.5M loans to directors/executives/principal shareholders), though none disclosed as nonaccrual/past due/restructured; monitor ongoing compliance with Regulation O and fair terms .
-
Overall: Governance profile shows strong audit rigor and ownership alignment, tempered by leadership concentration in audit oversight. Policy frameworks (clawback, anti-hedging/pledging) and independence determinations mitigate risk; continued transparency on committee processes and any exceptions to pledging or related-party transactions will support investor confidence .