William Bennett
About William Bennett
William Bennett, age 62, has served as an independent director of RBB Bancorp since 2023. He spent 26+ years with the Federal Reserve Bank of San Francisco’s 12th District as Senior Regional Account Officer, focusing on payments, risk/cash management, and advisory to financial institutions; earlier he held industrial engineering project management roles at Figgie International. He holds a B.S. in Business Administration (Economics/Finance) from Miami University and an MBA (Accounting) from the University of Oregon; he previously held CCM and AAP professional designations. At RBB, he chairs the Information Technology Committee and serves on Asset/Liability (ALCO) and, per the Board’s “Current Committees” table, Audit; the Board affirms his independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of San Francisco (12th District) | Senior Regional Account Officer, Financial Services Division | 1996–2022 | Led consultative correspondent banking relationships; delivered retail payment product solutions, risk and cash management, and guidance on M&A/regulation/de novo banking |
| Figgie International Inc. (Rawlings Sporting Goods, Scott Aviation, American LaFrance, Kline Foundries, Greer Hydraulics) | Industrial engineering project management assignments | Not disclosed | Diverse industrial engineering project work across corporate divisions |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| None (public company boards) | — | Public | Proxy states only one RBB director (not Bennett) serves on another public company board (Processa Pharmaceuticals); no other directors (including Bennett) hold public company directorships |
Board Governance
- Committee assignments and chair roles: Information Technology Committee Chair; member, Asset/Liability Committee; “Current Committees” table also lists Audit membership for Bennett . 2024 meetings held: Audit (20), Information Technology (8), Asset/Liability (11) .
- Independence and board composition: 9 of 11 current directors are independent (all except the CEO and the President/Bank CEO), which includes Bennett .
- Attendance and engagement: All directors attended at least 75% of Board and their respective committee meetings in 2024, and all attended the 2024 annual meeting of shareholders . The Board met monthly (12 meetings in 2024) .
- Board leadership and executive sessions: Independent Chair (Christina Kao); independent directors hold executive sessions at least twice a year, presided over by an independent director .
Fixed Compensation
| Component | Amount/Detail | Vesting/Timing | 2024 Value (Bennett) |
|---|---|---|---|
| Board and committee meeting fees (cash) | $1,500 per Board meeting; $300 per committee meeting; Chair adds $200 per committee meeting; reduced rates for telephonic attendance at mandatory in‑person meetings | Ongoing | Included in “Fees Earned” |
| Annual service period retainer (cash) | $60,000 annual cash retainer for non‑employee directors (June–May service period) | Paid end of service period; directors could elect RSUs in lieu of cash | Included in “Fees Earned” |
| Annual service period retainer (equity) | 1,400 time‑based RSUs (50% vest at grant; 50% vests one year after grant) | Immediate and 1‑year vest | Part of “Stock Awards” |
| Committee chair RSUs | +200 RSUs for committee chairs (Audit, CNG, Directors Loan, IT, ALCO); +100 RSUs for CRA Chair and Corporate Secretary; chair RSUs vest immediately | Immediate vest at grant | Eligible as IT Chair |
| 2024 Director compensation (Bennett) | Fees earned or paid in cash | — | $87,850 |
| 2024 Director compensation (Bennett) | Stock awards (grant‑date fair value) | — | $26,166 |
| 2024 Director compensation (Bennett) | All other compensation | — | $0 |
| 2024 Director compensation (Bennett) | Total | — | $114,016 |
Performance Compensation
| Equity Award | Grant Size | Vesting Schedule | Specific Dates | Notes |
|---|---|---|---|---|
| RSUs (unvested as of 12/31/2024) | 700 shares (Bennett) | 50% immediate at grant; 50% after 1 year (program structure) | RSUs vest on May 15, 2025 (for 2024 grants) | As of year‑end, each non‑employee director held 700 unvested RSUs; vest date specified for 2024 grants |
| Committee Chair RSUs (IT Chair) | 200 RSUs (program level) | Immediately vest at grant | Not disclosed | Applies to committee chairs; Bennett is IT Chair |
No director performance metrics (EPS/ROAA/etc.) are tied to director equity awards; those metrics apply to NEO PRSUs and AIP, not to directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None for Bennett; only Geraldine Pannu serves on an external public board (PCSA) |
| Interlocks/conflicts | None disclosed; Audit Committee pre‑approves related party transactions; none >$120,000 since 1/1/2017 beyond compensation/ordinary banking |
Expertise & Qualifications
- Payments, risk, and cash management expertise from 26 years at the Federal Reserve Bank of San Francisco; consultative support on product solutions and regulatory/M&A guidance .
- Academic and professional credentials in finance/accounting (B.S., MBA; CCM and AAP designations) .
- Technology oversight as IT Committee Chair aligns with Board oversight of cybersecurity risk together with Audit; the Bank leverages FFIEC/NIST frameworks, with CIO/ISO reporting into IT Committee .
Equity Ownership
| Holder | Common Stock Owned Directly | Equity Awards Vesting within 60 days | Amount and Nature of Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| William Bennett (Director) | 700 | 700 RSUs | 1,400 | * (<1%) |
| RSU vesting detail | — | RSUs granted under A&R 2017 Omnibus Plan vest May 15, 2025 | — | — |
| Director stock ownership guidelines | 3× annual cash retainer historically; changes to 10,000 shares starting May 2025 | Compliance window: 5 years from election or 2/15/2023 | Bennett compliance date: May 31, 2028; as of proxy, only some directors had met guidelines (not including Bennett) | — |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging by directors/executives | — | — | — |
Governance Assessment
- Committee leadership and risk oversight: Bennett chairs the IT Committee and serves on ALCO (and Audit per “Current Committees”), placing him at the center of oversight for cybersecurity and interest rate/liquidity risks—key areas for a community bank’s resilience .
- Independence and attendance: He is affirmed independent, and the Board reports strong attendance and engagement (≥75% committees, all directors at annual meeting), supporting governance effectiveness .
- Compensation and alignment: 2024 director pay combines cash meeting fees and modest equity ($26,166 grant‑date fair value), with RSUs vesting timelines and share ownership guidelines trending to a fixed 10,000‑share requirement, improving long‑term alignment; Bennett’s current beneficial ownership is small (1,400 shares) with compliance expected by 5/31/2028—monitor progress versus guideline as a potential alignment gap until met .
- Conflicts and related‑party exposure: Audit Committee controls related‑party approvals; as of 12/31/2024, officers/directors had deposits but no related‑party loans and no material transactions >$120k since 1/1/2017, reducing conflict risk; several directors/affiliates hold $6.0m subordinated debentures—ordinary course but worth noting for independence monitoring .
- Shareholder signals: Say‑on‑pay passed with ~96% approval in 2024, and the Board enhanced governance frameworks (ownership/clawback, policies, committee charters), bolstering investor confidence .
RED FLAGS to watch: current personal shareholding below forthcoming 10,000‑share guideline until compliance date; continued oversight to ensure no pledging/hedging and that subordinated debenture holdings by directors remain arm’s‑length and immaterial to independence .