Cynthia A. Dopjera
About Cynthia A. Dopjera
Independent Class II Director of Stellar Bancorp, Inc. (STEL) since 2023; age 66. Veteran bank operator and audit/regulatory specialist, licensed CPA (Texas, 1986) with deep public accounting leadership focused on financial institutions. Former shareholder, board chair, and banking practice leader at Harper & Pearson Company, P.C.; currently provides part-time accounting, consulting, and regulatory financial reporting services to banks. B.S. in Economics, Siena College. Designated audit committee financial expert and independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Harper & Pearson Company, P.C. (public accounting) | Shareholder; Chairman of the Board; Practice Leader – Banking & Financial Institutions (audit, tax, regulatory, loan review, model validations, IRR, ICFR design) | 2000–2018 (retired 2018) | Led FI practice; SOX/FDICIA reporting and controls expertise |
| Various banks (community and regional) | Operational and executive roles | First half of career (dates not specified) | Banking operations and executive management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stoneybrook Golf & Country Club (Sarasota, FL) | Board of Governors | Current | Governance role at private club |
Board Governance
- Current board status: Class II Director, Stellar Bancorp, Inc. (term expires 2027); also Director of Stellar Bank. Independent under NYSE and SEC rules.
- Committee assignments (Company): Audit Committee member; designated Audit Committee Financial Expert; Audit Committee met 8 times in 2024.
- Bank-level role: Chair of Stellar Bank’s Audit Committee.
- Board activity context: Board met 5 times in 2024; all directors except one attended ≥75% of aggregate Board + committee meetings; independent directors held 4 executive sessions. (Director-level attendance not disclosed individually.)
- Governance enhancements underway: Declassification proposal to move to annual director elections by 2028; Director Resignation Policy adopted; shareholder rights enhanced (25% special meeting right; bylaw amendment rights); stock ownership guidelines adopted in Feb 2025.
Fixed Compensation
- Standard 2024 non-employee director fee schedule (Company):
- Annual cash retainer: $40,000; Meeting fees: $750 (Board and all committees)
- Committee retainers: Audit Chair $10,000; Audit Member $7,500; Compensation Chair $10,000; Compensation Member $7,500; Governance Chair $7,500; Governance Member $5,000; Risk Chair $10,000; Risk Member $7,500
- Annual equity award target value: $60,000 in restricted stock
| 2024 Director Compensation (Company + Bank service) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $103,333 |
| Stock Awards (grant-date value) | $60,000 |
| All Other Compensation (dividends on RS vested 5/1/2024) | $846 |
| Total | $164,179 |
Performance Compensation
| Equity Vehicle | Grant/Units | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (annual) | 2,660 shares (awarded 6/1/2024; $60,000 target) | Cliff vests 5/1/2025, service-based | None (time-based only) |
Note: The Company anticipates annual director RS grants targeted at $60,000 around the May annual meeting, with similar one-year service vesting.
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Notes |
|---|---|---|---|---|
| — | — | — | — | No other public company directorships disclosed in the proxy. |
Expertise & Qualifications
- Licensed CPA (Texas, since 1986); B.S. Economics, Siena College.
- Banking audit, regulatory reporting, internal controls over financial reporting (SOX/FDICIA), loan review, and risk measurement/model validation expertise.
- Audit Committee Financial Expert designation (SEC definition).
- Independence affirmed by Board under NYSE/SEC standards.
Equity Ownership
| Beneficial Ownership (as of 3/26/2025) | Shares | % Outstanding |
|---|---|---|
| Total beneficially owned | 9,203 | <1% |
| Direct | 4,523 | — |
| IRA | 1,482 | — |
| Living Trust | 538 | — |
| Unvested RS (Director award) | 2,660 | — (vests 5/1/2025) |
Additional alignment policies:
- Director stock ownership guideline (adopted Feb 26, 2025): Non-employee directors targeted to hold 5x annual cash retainer; accumulation period 5 years. Individual compliance status not disclosed.
- Insider Trading Policy prohibits hedging/short sales/derivative transactions by executive officers; pledging discouraged and requires prior notice. No pledges disclosed for Ms. Dopjera.
Governance Assessment
- Strengths
- Financial expert leading Bank Audit Committee and serving on Company Audit Committee; enhances oversight of financial reporting, controls, and regulatory compliance.
- Clear independence; no related-party transactions disclosed involving Ms. Dopjera.
- Ownership alignment via annual RS awards and newly adopted director ownership guidelines.
- Broader board governance enhancements (declassification, resignation policy, shareholder rights) increase accountability.
- Potential watch items
- Part-time consulting to banks/financial institutions warrants routine conflicts screening to ensure no engagements with Stellar or counterparties under her oversight; no such related-party transactions disclosed.
- Company-wide attendance disclosure indicates one director fell below 75%; individual-level attendance not provided—continue monitoring per-committee meeting participation (Audit met 8 times in 2024).
- Shareholder sentiment context: Say‑on‑pay received ~96.5% approval in 2024, signaling favorable views on compensation governance.
No delinquent Section 16(a) filings noted for Ms. Dopjera; Company disclosed two inadvertent late filings for other insiders (Franklin, Retzloff).