Steven Orlando

About Steven J. Orlando

Independent director with over 40 years in corporate finance and accounting; founder of Orlando Company (financial management and business consulting) since 2000; former CFO across multiple companies (1978–2000) and CPA at Coopers & Lybrand (1974–1977). Age 73; director since 2005; B.S. in Accounting (California State University, Sacramento); CPA (inactive). Current committee roles: Audit (Chair & Financial Expert), Corporate Governance & Nominating, and Finance .

Past Roles

Organization	Role	Tenure	Committees/Impact
Orlando Company	Founder	2000–present	Financial management and business consulting practice
Various companies	Chief Financial Officer	1978–2000	Corporate finance leadership
Coopers & Lybrand CPAs	Certified Public Accountant	1974–1977	Audit experience and accounting rigor

External Roles

Organization	Role	Tenure	Committees/Impact
Greater Sacramento Bancorp	Director; Audit Committee Chair	Jan 2009–Jan 2015	Audit leadership
Pacific Crest Capital, Inc. (Nasdaq-listed)	Audit Committee Chair	1995–2004	Public company audit oversight

Board Governance

Topic	Details
Committee assignments	Audit (Chair; financial expert), Corporate Governance & Nominating (member), Finance (member)
Independence	All directors except CEO are independent; Audit Committee members are independent under NYSE rules; Orlando qualifies as an “audit committee financial expert”
Meetings (2024)	Board 10; Audit 9; Corporate Governance & Nominating 3; Compensation 7; Compliance & Quality 3; Finance 8
Attendance	Each current director attended at least 75% of Board and applicable committee meetings; all directors attended the May 1, 2024 annual meeting
Executive sessions	Independent directors customarily meet in executive session at each in-person regular Board meeting (usually four per year)
Risk oversight	Audit oversees enterprise risk management, cybersecurity/data security, financial risk; Corporate Governance oversees independence and conflicts, related person transactions; Finance oversees capital structure, credit, liquidity, operations

Fixed Compensation

Component	Amount	Notes
Annual cash retainer (non-employee directors)	$125,000	Standard cash retainer
Audit Committee Chair fee	$32,500	Additional annual cash fee
Corporate Governance & Nominating Committee member fee	$12,500	Additional annual cash fee
Finance Committee member fee	$15,000	Additional annual cash fee
Per diem (non-ordinary course activity)	$1,000	For non-ordinary Board/committee activity; excludes educational events
Orlando—Fees earned (2024)	$185,000	Sum aligns with retainer + committee roles above

Performance Compensation

Component	Value/Terms	Vesting/Metrics
Annual director equity award (RS)	$220,000 total; $55,000 per quarter	Granted first day of each quarter; vests immediately; based on closing price; no performance metrics disclosed
Orlando—Stock awards (2024, grant date fair value)	$219,864	Aggregated fair value of four RS grants
2024 grant dates and closing prices (used for share calc)	Jan 1: $361.31; Apr 1: $404.20; Jul 1: $292.16; Oct 1: $341.91	Number of shares derived from these prices; awards may be rounded for fractional shares
Options/unvested stock (as of 12/31/2024)	None	No stock options or unvested stock awards held by non-employee directors
Plan limits/dividends (2025 Plan)	Non-employee director comp cap $750,000 (cash + grant-date FV of awards); dividend equivalents on full-value awards vest only if the underlying award vests

Other Directorships & Interlocks

Company	Role	Potential Interlock/Notes
Greater Sacramento Bancorp	Director; Audit Chair (2009–2015)	Prior public company board; audit oversight experience
Pacific Crest Capital, Inc.	Audit Chair (1995–2004)	Prior Nasdaq-listed company; audit oversight experience

Expertise & Qualifications

Extensive corporate finance and accounting background; former CFO across multiple companies .
CPA (inactive) and chair of Audit Committee; designated audit committee financial expert .
Governance experience across multiple boards; member of Corporate Governance & Nominating and Finance Committees .
Long-standing board tenure provides historical context and continuity .

Equity Ownership

Holder	Shares Beneficially Owned	Percent of Outstanding	Composition/Notes
Steven J. Orlando	18,875	<1%	17,375 shares via Orlando Family Trust; 1,500 shares via 401(k) plan
Shares outstanding (as of 3/7/2025)	54,699,859	—	Company total shares used for percentage computation
Ownership guidelines (directors)	≥5x annual cash retainer	Compliance status	All non-employee directors met guidelines as of 12/31/2024; retention of 50% net-settled shares until compliant
Hedging/pledging policy	Prohibited for directors and executives	—	Insider trading policy prohibits short sales, hedging, and pledging

Insider Trades (Form 4)

Filing Date	Transaction Date	Type	Shares	Price	Post-Transaction Holdings	Ownership Type	SEC Link
2025-10-02	2025-10-01	A (Award)	285	$192.79	17,008	Indirect	https://www.sec.gov/Archives/edgar/data/1179929/000121149325000003/0001211493-25-000003-index.htm
2025-07-02	2025-07-01	A (Award)	180	$306.29	16,723	Indirect	https://www.sec.gov/Archives/edgar/data/1179929/000117992925000108/0001179929-25-000108-index.htm
Data source: Insider-trades skill; records reflect RS awards consistent with quarterly director equity grants.

Governance Assessment

Board effectiveness: As Audit Committee Chair and financial expert, Orlando led the committee’s 2024 oversight, including recommending inclusion of audited financials in the 2024 Form 10-K; the committee met separately with internal and independent auditors and affirmed auditor independence . Independence standards confirmed for Audit Committee members; broader Board independence disclosed (all except CEO) .
Attendance & engagement: Board and committee cadence is robust (Board 10; Audit 9; Finance 8; CG&N 3 in 2024); all directors achieved at least 75% attendance and attended the 2024 annual meeting—supports engagement .
Compensation alignment: Director pay mix balances cash ($185k for Orlando in 2024) and equity (~$220k RS annually, immediate vest) with a non-employee director cap ($750k) under the 2025 plan; no options or performance-linked metrics for directors, which is typical but reduces direct pay-for-performance linkage for directors .
Ownership alignment: Orlando’s beneficial ownership (18,875 shares) and Board-wide compliance with stringent stock ownership guidelines (≥5x cash retainer) bolster alignment; policy bans hedging and pledging, mitigating misalignment risks .
Conflicts/related-party exposure: Corporate Governance & Nominating oversees conflicts and related party transactions; no related-person transactions involving Orlando disclosed; one related-person transaction (employment of a director’s family member) was reviewed and ratified under policy .
Refreshment/tenure: Orlando’s long tenure (since 2005) provides continuity; Board instituted 12-year term limits for independent directors first elected beginning in 2020 and engaged a third-party search firm in 2024 to add new talent—mitigates staleness risk while preserving experience .

RED FLAGS: None disclosed specific to Orlando. No pledging/hedging, no related-party transactions, and attendance threshold met . Potential watchpoint: long tenure versus evolving best practices, offset by active Board refresh processes .