Tymothi O. Tombar
About Tymothi O. Tombar
Independent Class II director at Stellar Bancorp, Inc. (STEL), age 51, serving on the Company board since 2024 and the Bank board since January 2023. Tombar is a co‑founder of Arcadius Capital Partners (and predecessor SW Capital Partners) with 25+ years in energy private equity and investment banking; prior roles include Managing Director and co‑head of Scotiabank’s Energy Private Equity group (2007–2011) and Vice President at Goldman Sachs across New York, London, and Houston starting in 1994. He holds an MBA from Stanford Graduate School of Business and an A.B. in Applied Math from Harvard University, and is designated an Audit Committee financial expert under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scotiabank – Energy Private Equity | Managing Director; co‑head | 2007–2011 | Led PE group; energy upstream focus |
| Goldman Sachs | Vice President; Investment Banking Division; Energy & Power Principal Investment Area | Began 1994; roles in NY, London, Houston; pre‑Apr 2007 | Led deal teams on primary market energy investments |
| SW Capital Partners (predecessor to Arcadius) | Co‑founder | Investing in upstream since 2011 | Growth capital into early‑stage upstream O&G |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcadius Capital Partners | Co‑founder | 2011–present | Energy private equity sponsor |
| Private oil & gas companies | Director | Since 2007 (15+ boards) | Governance across upstream portfolio |
| Cactus, Inc. (NYSE: WHD) | Director | Current | Member: Audit; Compensation |
Board Governance
- Independence: Board determined Tombar is independent under NYSE and SEC rules (only CEO Franklin and Executive Chairman Retzloff are non‑independent) .
- Committee assignments: Audit Committee member (financially literate; designated audit committee financial expert); Risk Oversight Committee member .
- Board structure and refresh: STEL is phasing out its classified board, with full annual elections targeted for 2028, reflecting shareholder feedback and governance best practice .
- Lead Independent Director and executive sessions: Lead Independent Director is John Beckworth; independent directors held four executive sessions in 2024 .
- Attendance: The Board met five times in 2024; all directors except one attended ≥75% of combined Board/committee meetings (individual director attendance rates not separately disclosed) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $40,000 per non‑employee director | |
| Lead Independent Director retainer | $15,000 (not applicable to Tombar) | |
| Committee chair/member fees | Audit Chair $10,000; Audit Member $7,500; Compensation Chair $10,000; Compensation Member $7,500; Gov/Nom Chair $7,500; Gov/Nom Member $5,000; Risk Chair $10,000; Risk Member $7,500 | |
| Meeting fees | $750 per Board meeting; $750 per committee meeting | |
| 2024 actual for Tombar | Fees earned $97,500; All other comp $0; Total cash/other $97,500 |
| Equity Award | Grant | Vesting | Shares/Value | Source |
|---|---|---|---|---|
| Annual restricted stock (target) | $60,000 | Typically vests May 1 following grant | — | |
| 2024 grant to directors | 2,660 restricted shares on June 1, 2024 | Vest May 1, 2025 | Target value $60,000 | |
| 2024 actual for Tombar | Stock awards $60,000 | — | Total comp $157,500 |
Performance Compensation
- No performance‑based director compensation is disclosed; director equity is time‑based restricted stock subject to service‑based vesting, with no PSUs/options for directors in 2024 .
Other Directorships & Interlocks
| Company | Sector Relationship to STEL | Role/Committee | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Cactus, Inc. (NYSE: WHD) | Oilfield equipment/services; potential STEL client banking relationship (not disclosed) | Director; Audit & Compensation committees | No related‑party transactions disclosed; monitor if banking services intersect with Tombar’s external affiliations |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert (SEC definition) .
- Risk and energy domain expertise: 25+ years in energy investing and transaction execution across upstream O&G; service on >15 private boards strengthens risk oversight .
- Governance: Experience on audit/comp committees externally (Cactus) and risk oversight internally supports STEL’s ERM .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown | Pledging |
|---|---|---|---|---|
| Tymothi O. Tombar | 2,660 | <1% | 2,660 restricted stock outstanding; no other holdings disclosed | None disclosed |
| Ownership Guidelines | Requirement | Status | Source |
|---|---|---|---|
| Non‑employee director stock ownership | 5x annual cash retainer; 5‑year compliance window | Individual compliance not disclosed |
Governance Assessment
- Positives: Independent; audit committee financial expert; sits on Audit and Risk Oversight; strong finance/investment background; board declassification and adoption of director resignation policy enhance accountability; stock ownership guidelines and post‑vest holding policy adopted in Feb 2025 align incentives .
- Alignment: 2024 director equity is modest ($60k) and time‑vested RS; no hedging permitted; pledging discouraged and requires pre‑notice; no pledges disclosed for Tombar .
- Attendance/engagement: Board met 5 times; near‑universal ≥75% attendance (individual rates not disclosed) .
- Shareholder signals: 2024 say‑on‑pay approval ~96.5% indicates broad investor support for compensation governance .
- RED FLAGS to Monitor: Low disclosed share ownership (2,660 unvested RS) may limit “skin‑in‑the‑game” near term; extensive energy private equity ties warrant ongoing monitoring for bank‑client related‑party exposures, though company states related‑party transactions occur only on market terms and are governed by policy (no Tombar‑specific transactions disclosed) .
Related‑Party/Conflicts: Company’s Related Person Transactions Policy and regulatory frameworks (Reg O; Sections 23A/23B) govern director‑affiliated dealings; loans/transactions to insiders are reported as ordinary course, market‑terms; no Tombar‑specific RPTs disclosed .
Clawback and equity plan governance: Awards under the 2022 Plan (including director equity) are subject to clawback; plan prohibits repricing without shareholder approval and sets minimum vesting and holding requirements .
Notes on Committee Structure (for context)
| Committee | Members | Chair | 2024 Meetings | Tombar’s Role |
|---|---|---|---|---|
| Audit | Dopjera; Havard; Tombar; Wilson | Wilson | 8 | Member; Financial Expert |
| Risk Oversight | Jeter; Reaud; Swinbank; Tombar | Jeter | 4 | Member |
| Compensation | Duplantier; Havard; Robertson; Williams | Robertson | 6 | Not a member |
| Corporate Governance & Nominating | Beckworth; Duplantier; Reaud; Williams | Duplantier | 6 | Not a member |
Director Compensation Detail (2024)
| Director | Fees Earned (Cash) | Stock Awards | All Other | Total |
|---|---|---|---|---|
| Tymothi O. Tombar | $97,500 | $60,000 | $— | $157,500 |
Restricted Stock Grants (Directors)
| Grant Date | Shares | Target Value | Vest Date | Notes |
|---|---|---|---|---|
| June 1, 2024 | 2,660 | $60,000 | May 1, 2025 | Annual director grant; service‑based vesting |
Shareholder Feedback & Governance Changes
- Engagement: Seven institutions representing 34% of shares engaged post‑2024 meeting; feedback drove declassification proposal, director resignation policy, shareholder rights to call special meetings (25%) and amend bylaws .
- Policies adopted: Stock ownership guidelines (Feb 26, 2025) and 1‑year post‑vest holding for executives; equity plan governance enhancements (no repricing; minimum vesting; clawback) .
Conclusion for Investors
Tombar brings independent oversight with deep finance and energy experience, strengthens Audit and Risk governance, and meets financial expert criteria—positives for board effectiveness. Monitor ownership build against newly adopted director guidelines and watch for any energy‑sector related‑party exposures; none are disclosed at present and company policies/Reg O oversight apply .