Warren Kashiwagi
About Warren P. Kashiwagi
Warren P. Kashiwagi, age 71, has served as an independent director of Five Star Bancorp since 2021, bringing over 40 years of public accounting experience with specializations in tax planning, succession planning, strategic planning, and M&A consulting . He is a retired CPA and is designated an “audit committee financial expert,” reinforcing his governance credentials for bank oversight . His tenure on the board is four years as of the 2025 proxy, and he serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crowe Horwath LLP | Tax Partner | 2011–2017 | Advised businesses on tax planning and compliance |
| Perry-Smith LLP | Tax Partner | 1988–2011 | Tax partner; firm founded by current Board Chair Robert Perry‑Smith (prior affiliation interlock) |
| Sutter Community Hospitals | Board Chair | Not disclosed | Board leadership role |
| Sacramento Metropolitan Chamber of Commerce | Director | Not disclosed | Community and business leadership |
| California Asian Pacific Chamber of Commerce | Director | Not disclosed | Community and advocacy leadership |
| Los Rios Colleges Foundation | Director | Not disclosed | Education foundation governance |
| Crocker Art Museum | Director | Not disclosed | Non-profit governance |
| Sacramento Japanese American Citizens League | Board President | Not disclosed | Community leadership |
External Roles
| Organization Type | Organization | Role | Notes |
|---|---|---|---|
| Non-profit/Community | Sacramento Metropolitan Chamber of Commerce | Director | Civic/business leadership |
| Non-profit/Community | California Asian Pacific Chamber of Commerce | Director | Civic/business leadership |
| Non-profit/Education | Los Rios Colleges Foundation | Director | Education governance |
| Non-profit/Arts | Crocker Art Museum | Director | Arts governance |
| Healthcare | Sutter Community Hospitals | Board Chair | Healthcare governance |
| Community organization | Sacramento Japanese American Citizens League | Board President | Community leadership |
No other public company directorships are disclosed for Mr. Kashiwagi .
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert” and financially sophisticated under Nasdaq/SEC rules .
- Independence: Board determined Kashiwagi is independent (only Beckwith and Nickum are non‑independent) .
- Attendance: Board met eight times in 2024; all directors attended at least 75% of board/committee meetings except Deary‑Bell (73%), implying Kashiwagi met ≥75% .
- Audit Committee workload: Held 12 regular and 5 special meetings in 2024, overseeing financial reporting, ICFR, auditor independence, and internal audit .
- Board leadership: CEO and Chair roles are separated; no formal Lead Independent Director required by bylaws. Current Chair is Robert T. Perry‑Smith; CEO is James E. Beckwith; Vice Chair is Randall E. Reynoso .
Fixed Compensation
| Component | Structure/Amount | 2024 Actual (Cash) |
|---|---|---|
| Monthly board retainer (cash) | $3,000 per month | $41,750 (annual cash fees earned) |
| Committee participation fee | $500 per month (for one or more committees) | Included in total above |
| Chair fees (if applicable) | Not applicable – Kashiwagi is not a chair | — |
2024 director cash vs equity mix (actual): Cash $41,750; Stock awards $35,987; Total $77,737 . Approximate mix: 54% cash / 46% equity (calculation based on disclosed amounts) .
Performance Compensation
| Equity Type | 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| Stock awards (restricted stock under 2021 Equity Incentive Plan) | $35,987 | Cliff vest at year-end for directors’ annual grants | Awards issued under Equity Incentive Plan; subject to clawback/recoupment policies |
- No option awards or performance share units for directors are disclosed; director equity grants are time‑based and not tied to explicit performance metrics .
Other Directorships & Interlocks
| Type | Counterparty | Nature | Governance Note |
|---|---|---|---|
| Prior professional affiliation | Perry‑Smith LLP | Kashiwagi was Tax Partner (1988–2011); Board Chair Robert Perry‑Smith founded/led the firm | Potential familiarity interlock; both qualify as independent and audit committee financial experts |
| Ordinary banking relationships | FSBC | Company reports loans and deposits to directors/executives in ordinary course on arms‑length terms; $14.5m loans outstanding to all related parties as of 12/31/2024 (not attributed to specific individuals) | Policy and Regulation O controls; no related‑party loans reported as nonaccrual/past due/restructured |
Expertise & Qualifications
- Retired CPA with 40+ years public accounting experience; deep tax and strategic advisory background .
- Designated “audit committee financial expert” and financially sophisticated under SEC/Nasdaq rules .
- Board and community leadership across healthcare, education, arts, and chambers of commerce .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RS Included | Pledging/Hedging |
|---|---|---|---|---|
| Warren P. Kashiwagi | 5,328 | <1% | Includes 1,165 unvested restricted shares not vesting within 60 days | Company policy prohibits hedging and pledging unless exception approved; no pledge disclosed for Kashiwagi |
- Ownership table is based on 21,329,235 shares outstanding as of March 21, 2025 .
Governance Assessment
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Strengths:
- Independent director with audit committee expertise, enhancing oversight of financial reporting, ICFR, and auditor independence .
- Solid engagement: met the ≥75% attendance threshold; Audit Committee’s frequent meetings suggest robust risk oversight .
- Alignment via equity: Annual restricted stock awards under the Equity Incentive Plan; clawback/recoupment provisions apply across plan awards, supporting accountability .
- Hedging/pledging prohibitions reduce misalignment risks (no pledge disclosed for Kashiwagi) .
-
Potential risks/monitorables:
- Prior affiliation interlock with Audit Chair (both from Perry‑Smith LLP). Independence is affirmed, but familiarity could be perceived as a soft spot; continued emphasis on auditor independence and ICFR testing mitigates this .
- Related‑party banking activities exist at the company level (loans to directors/executives/families), though governed by Regulation O and arms‑length terms; ongoing disclosure and credit performance monitoring remain important .
-
RED FLAGS:
- None specifically tied to Kashiwagi in proxy disclosures (no attendance shortfall, no pledging, no related‑party transaction identified for him) .
- Company‑level note: CEO pledging is disclosed (not Kashiwagi), which is generally investor‑unfriendly; however, hedging/pledging policy requires board approvals for exceptions .