Shelley Wetton
About Shelley Wetton
Shelley R. Wetton is Senior Vice President and Chief Marketing Officer of Five Star Bancorp (FSBC). She joined Five Star Bank in 2015 as Vice President, Community Relations and Communications and has served as SVP & CMO since 2018; age 53 as of the 2025 proxy . She holds B.A. and M.A. degrees in English from California State University, Sacramento; her remit covers strategic branding, marketing, communications, corporate partnerships, and corporate giving . Recognitions include Sacramento Business Journal C‑Suite honoree (2023) and guest speaker at the 2024 ABA Marketing Conference .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Star Bank | Vice President, Community Relations & Communications | 2015–2018 | Leads brand, communications, board engagement |
| Five Star Bank | Senior Vice President & Chief Marketing Officer | 2018–present | Oversees strategic branding, marketing, corporate partnerships |
| Buzz Oates Group of Companies | Vice President, Corporate Communications (worked directly for Buzz Oates) | Over 15 years; until 2013 | Corporate branding, media relations, strategic marketing |
External Roles
| Organization | Role | Years |
|---|---|---|
| 3Strands Global Foundation | Board of Directors | Current |
| Sacramento Metro Chamber of Commerce | Board of Directors | Current |
| Leukemia & Lymphoma Society | Board of Trustees | 2017–2020 |
Fixed Compensation
- FSBC, as an emerging growth company, limits detailed compensation disclosure to named executive officers (NEOs: CEO, CBO, CFO); Ms. Wetton is not an NEO and her base salary, target bonus, and perquisites are not disclosed in the proxy .
- Company-wide policies include a 401(k) safe harbor match and standard health and welfare benefits for eligible employees; clawback policy adopted October 2, 2023 applies to incentive-based compensation for executive officers .
Performance Compensation
Company executive long-term incentive program terms approved in 2025 (applicable to executive officers; named recipients include CFO and CBO; CEO addressed in separate 8‑K). While Ms. Wetton is an executive officer, she is not explicitly named; terms below define program structure.
| Incentive Type | Metric | Weighting | Target | Payout Schedule | Vesting |
|---|---|---|---|---|---|
| PSUs | 3-year average ROAA percentile vs S&P Global Broad Market Index – Western Region peers | Not disclosed | 70th percentile = 100% of target | 60th percentile = 50%; 70th = 100%; ≥80th = 150% of target | Vests at Dec 31, 2027 (CEO PSUs) or 3rd anniversary of grant (executives) if employed |
| RSUs / RSAs | Service-based | Not disclosed | N/A | N/A | Equal annual installments over 5 years from grant date (executives and CEO) |
- Clawback policy applies to incentive-based comp; equity awards are subject to clawback/forfeiture under the policy .
- FSBC did not grant stock options in 2024; current practice uses restricted stock/RSUs and performance awards under the 2021 Equity Incentive Plan .
Equity Ownership & Alignment
- Individual beneficial holdings for Ms. Wetton are not disclosed; the proxy reports individual ownership for directors and NEOs, and aggregate ownership for “all directors and executive officers,” which is 4,628,402 shares (21.70%) as of March 21, 2025 .
- Hedging/pledging: FSBC’s insider trading policy prohibits hedging transactions and pledging/margin accounts for executives/directors without board-approved exceptions .
- Rule 10b5‑1 trading plans are permitted subject to policy compliance; no Wetton-specific plan is disclosed .
- Insider transactions: No Form 4 filings referencing Shelley Wetton were found in a search of FSBC filings (no matching results).
Employment Terms
- No individual employment agreement, severance, or change‑in‑control arrangement is disclosed for Ms. Wetton; FSBC’s proxy describes agreements for the CEO and policy-based eligibility for other executives .
- Change‑in‑control agreements were executed on Nov 4, 2025 for CFO and CBO (12 months base salary plus most recent annual cash bonus; accelerated vesting of outstanding equity; 280G “best‑net” cutback; expire Dec 31, 2028 absent a qualifying change in control) .
- Clawback policy adopted Oct 2, 2023 applies to incentive-based compensation for executive officers .
Performance & Track Record
Company performance context during Wetton’s tenure.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $7,157,000* | $7,511,000* | $6,453,000* |
| Net Income ($USD) | $44,801,000 | $47,734,000 | $45,671,000 |
| Total Assets ($USD) | $3,227,159,000 | $3,593,125,000 | $4,053,278,000 |
Values retrieved from S&P Global.
Note: Revenues cells marked with * lacked document citations and are provided via SPGI.
Additional operational context:
- Investor presentations show steady asset growth and strong capital/liquidity positioning across 2024–2025, consistent with execution on core markets and deposit growth .
Risk Indicators & Governance
- Hedging/pledging prohibition reduces misalignment risk; board-approved exceptions required .
- Clawback policy in place for restatement scenarios enhances pay-for-performance governance .
- Related-party transactions governed by formal policy; ordinary banking relationships with directors/executives are conducted on market terms; as of Dec 31, 2024, ~$14.5M related-party loans outstanding, none classified as nonaccrual/past due/restructured .
- CEO share pledging is disclosed (431,668 shares), evidencing policy exception; no pledging disclosure for Wetton .
Compensation Committee & Peer Benchmarking
- Compensation Committee: Judson T. Riggs (Chair), Donna L. Lucas, Kevin F. Ramos (all independent) .
- Executive LTI peer benchmarking uses S&P Global Broad Market Index – Western Region banks for ROAA percentile assessment .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, FSBC follows scaled executive compensation disclosure and does not present broad say‑on‑pay outcomes in the 2025 proxy; shareholder proposals/voting not focused on compensation matters in the 2025 meeting .
Investment Implications
- Alignment: Executive LTI design tying PSUs to 3‑year ROAA percentile with multi‑year RSU vesting supports retention and risk-adjusted performance; clawback and anti‑hedging/pledging policies strengthen governance .
- Disclosure gap: Wetton’s specific cash/equity compensation and ownership are not individually disclosed, limiting precision on pay-for-performance and insider selling pressure; monitor upcoming proxies/8‑Ks for any changes .
- Execution context: Company net income stable and assets growing through 2024, supporting marketing/brand investments under Wetton’s remit; no Form 4 activity found for Wetton reduces near-term selling pressure signals (no matching results).