Shannon Deary-Bell
About Shannon Deary-Bell
Independent director at Five Star Bancorp (FSBC), age 58, serving since 2020 with operations and CEO experience in beverage manufacturing and co‑packing, including leading Nor‑Cal Beverage through its sale to Manna Beverages & Ventures in 2023 . She serves on FSBC’s Governance & Nominating Committee and is affirmatively determined independent under Nasdaq and SEC rules . Engagement highlights include membership in Women Business Leaders of Sacramento since 2015, the Sacramento Host Committee, Vistage since 2013, and six years on the Jesuit High School board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nor‑Cal Beverage | President & CEO | 2010–2023 | Oversaw transformation into a leading western U.S. co‑packer; led 17‑month M&A process culminating in 2023 sale to Manna Beverages & Ventures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Women Business Leaders of Sacramento | Member | Since 2015 | Community leadership network |
| Sacramento Host Committee | Member | Not disclosed | Regional civic engagement |
| Vistage (Leadership CEO Organization) | Member | Since 2013 | Executive peer advisory participation |
| Jesuit High School | Director | 6 years | School governance experience |
Board Governance
- Committee assignment: Governance & Nominating Committee (member; not chair) .
- Independence: Board affirmatively determined Deary‑Bell is independent (only CEO Beckwith and director Nickum are non‑independent) ; G&N Committee members, including Deary‑Bell, meet independence requirements .
- Attendance: Board met eight times in 2024; Deary‑Bell attended 73% of Board and committee meetings she served on (below the company’s 75% disclosure threshold) .
- G&N Committee activity: Held three regular meetings in 2024; responsibilities include board composition, governance principles, ESG oversight, board evaluations, succession planning, and continuing education .
- Board leadership: Chair is independent (Robert Perry‑Smith); FSBC separates CEO and Chair; no requirement for a Lead Independent Director under bylaws .
RED FLAG: Deary‑Bell’s 73% attendance in 2024 is below typical investor expectations and the company’s “at least 75%” disclosure benchmark, suggesting potential engagement risk .
Fixed Compensation (Director Pay – 2024)
| Component | Amount |
|---|---|
| Cash Fees | $41,750 |
| Stock Awards (Grant‑date fair value) | $35,987 |
| Total | $77,737 |
Director pay structure:
- Monthly cash retainer: $3,000; plus $500 per month for service on one or more committees .
- 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 (Deary‑Bell is not a chair) .
- Reimbursement: Reasonable out‑of‑pocket expenses for board/committee meetings .
Performance Compensation (Director Equity – 2024)
| Item | Detail |
|---|---|
| Award type | Restricted stock (time‑based) |
| Grant mechanics | Shares granted to each director for service in the current year; cliff‑vesting at year‑end 2024 |
| Grant‑date fair value (Deary‑Bell) | $35,987 |
| Performance metrics | None disclosed for director awards; time‑based vesting only |
| Clawback/recoupment | Awards under Equity Incentive Plan subject to Clawback Policy and any recoupment provisions (Clawback Policy adopted Oct 2, 2023) |
| Change‑in‑control | Unvested awards not assumed by a successor generally vest unless the committee determines otherwise |
| Hedging/pledging | Company policy prohibits hedging and pledging, and margin accounts, unless an exception is approved by the board |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in biography |
| Committee interlocks | None disclosed; Compensation Committee interlocks explicitly denied for 2024 |
| Civic/non‑profit | Women Business Leaders of Sacramento; Sacramento Host Committee; Jesuit High School (prior); Vistage |
Expertise & Qualifications
- Operations/M&A: CEO who scaled manufacturing/co‑packing and executed a multi‑month sale process, relevant to bank client oversight and credit risk perspectives in beverage/CPG sectors .
- Governance: Member, Governance & Nominating Committee overseeing board composition, evaluations, succession, and ESG .
- Community ties: Active regional leadership networks, potentially enhancing stakeholder engagement and market intelligence .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 82,420 |
| Percent of shares outstanding | <1% (asterisk per table) |
| Unvested restricted stock (within ownership) | 1,165 shares not vesting within 60 days (table footnote (2) applicable to directors incl. Deary‑Bell) |
| Composition (trusts) | 78,520 shares in revocable trust; 5,000 and 4,830 shares in two irrevocable trusts for children; 3,900 shares in another trust (trustee roles noted) |
| Shares pledged | No pledging disclosed for Deary‑Bell (contrast: Beckwith disclosed pledging) |
| 2024 public offering purchase | 13,793 shares at $21.75; aggregate $299,998 (April 2, 2024 offering) |
Governance Assessment
- Board effectiveness: Independent status and service on Governance & Nominating supports governance quality; however, sub‑75% attendance in 2024 is a notable investor confidence headwind and should be monitored for improvement in 2025 .
- Alignment: Meaningful share ownership (82,420 shares; additional purchase in 2024 offering on public terms) aligns interests; no hedging/pledging allowed except by board approval, and no pledging disclosed for Deary‑Bell .
- Pay structure: Director compensation mix is modest cash plus time‑based equity; no performance metrics tied to director pay (common for banks), with clawback/recoupment coverage under the equity plan .
- Conflicts/related parties: FSBC maintains a formal policy for related‑party transactions; ordinary‑course banking relationships with directors exist with $14.5M of loans outstanding to insiders and affiliates at year‑end 2024, none reported as problem loans; no specific related‑party transaction disclosed for Deary‑Bell beyond public offering participation on equal terms .
- Additional signals: All directors attended the 2024 annual shareholder meeting (positive engagement norm); continued monitoring of attendance and committee participation is warranted .