Fernando Pelayo
About Fernando Pelayo
Fernando Pelayo, age 47, is Chief Accounting Officer of the Company following HomeStreet, Inc.’s merger and rebranding as Mechanics Bancorp, and was appointed on September 2, 2025 . He previously served as EVP, Chief Accounting Officer of Mechanics Bank (appointed August 2022) and earlier as Corporate Controller and SVP, Finance at Banc of California; prior roles include positions at Union Bank, Santa Barbara Bank & Trust, and OneWest Bank; he holds a B.A. in Business Administration from UC Riverside . Company-level TSR, revenue, or EBITDA growth tied to his tenure are not disclosed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mechanics Bank | EVP, Chief Accounting Officer | Aug 2022 – Sep 2025 | Senior leadership over accounting function at Mechanics Bank prior to merger |
| Banc of California | Corporate Controller; SVP, Finance | Not disclosed | Corporate controllership and finance leadership |
| Union Bank; Santa Barbara Bank & Trust; OneWest Bank | Various finance/accounting roles | Not disclosed | Progressive accounting/finance roles in regional banks |
External Roles
No external directorships or committee roles are disclosed for Pelayo.
Fixed Compensation
| Component | Value/Term |
|---|---|
| Base salary | Not disclosed |
| Target annual bonus % | Not disclosed |
Performance Compensation
No disclosed annual incentive metrics, weighting, or payout formula for Pelayo. His change-in-control agreement references “Target Annual Bonus” solely for severance calculation purposes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Mechanics Bank RSUs conversion | At merger, each outstanding Mechanics Bank RSU converted into an Assumed RSU for Class A shares equal to the original RSU share count × 3,301.0920; original vesting/performance terms were preserved . |
| HMST 2014 Plan PSUs (general company treatment) | HomeStreet PSUs (company-wide) had vesting conditions accelerated to target at the Effective Time; RSUs remained outstanding on prior terms (contextual to HMST legacy awards) . |
| Beneficial ownership and pledged shares | Not disclosed for Pelayo. |
| Hedging/pledging/10b5-1 | Company insider trading policies historically prohibit hedging and shorting; no Pelayo-specific exceptions disclosed . |
Employment Terms
| Provision | Term |
|---|---|
| Agreement | Change in Control Agreement, dated August 28, 2025 . |
| Severance multiple | 1.5× the sum of Annual Base Salary + Target Annual Bonus upon qualifying termination; plus COBRA premiums for 18 months . |
| Qualifying termination (double-trigger) | Termination without Cause or resignation for Good Reason within 2 years post–Change in Control (or termination within 6 months pre–Change in Control, other than for Cause) . |
| Good Reason (examples) | Significant diminution of position/duties/status; material reduction of salary/target bonus/LTI opportunity; relocation ≥50 miles; material breach; failure to assume agreement (general CIC summary; specific definitions are contained in the agreement) . |
| Term and renewal | Initial 2-year term starting Aug 28, 2025 with automatic one-year renewals; term extended to at least two years post–Change in Control; notice constraints on non-renewal in anticipation of a CIC . |
| 280G treatment | Cutback to the Safe Harbor amount if it maximizes net after-tax proceeds; no excise-tax gross-up . |
| Health benefits | Employer-paid COBRA premiums for 18 months post-qualifying termination . |
| Post-termination restrictions | Two-year restricted period for non-solicitation and confidentiality; non-disparagement; injunctive relief available; whistleblower protections preserved (agreement terms) . |
| Governing law / dispute resolution | California law; binding arbitration in Walnut Creek, CA (agreement terms) . |
| Controlled company context | Post-merger, the Company elected “controlled company” status under Nasdaq, affecting board/committee independence requirements . |
Investment Implications
- Retention risk: The double-trigger CIC with a modest 1.5× severance (vs. higher multiples for other execs) and 18 months of health coverage provides stability through ownership transitions while limiting cash severance inflation .
- Alignment: Mechanics Bank RSU conversion to Company Class A stock with preserved terms strengthens alignment to post-merger equity outcomes; HomeStreet legacy PSU treatment to target at close mitigates uncertainty for HMST holders (context) .
- Governance: Controlled company status may reduce independent oversight on compensation committees versus standard Nasdaq requirements, potentially increasing sponsor influence on pay design and performance metrics .
- Disclosure gaps: Base salary, bonus targets, and Pelayo’s personal share ownership/pledging are not disclosed, limiting near-term analysis of insider selling pressure and pay-for-performance calibration specific to his role.
Key source documents: Appointment/biography and executive slate ; Change-in-control agreements (multiples, triggers, COBRA, 280G, term/renewals, arbitration) ; Mechanics Bank RSU conversion mechanics ; Insider trading hedging policy (company-wide) ; Controlled company election .