Stanley J. Cavalla
About Stanley J. Cavalla
Independent director since 2001; age 74 as of March 1, 2025. President of Suburban Steel, Inc. and Tri State Stairway Corp., with over 50 years of experience in steel construction and farming in Fresno County, California. Background emphasizes local operating executive experience in manufacturing and agriculture, qualifying him for board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suburban Steel, Inc. | President | Not disclosed | Operating executive; manufacturing expertise |
| Tri State Stairway Corp. | President (previously cited as VP) | Not disclosed | Operating executive; manufacturing expertise |
| Fresno County (agricultural ventures) | Businessman/Farmer | >50 years | Local market knowledge; agriculture network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private companies (Suburban Steel, Tri State Stairway) | President | Not disclosed | No public company directorships disclosed in proxy bios |
Board Governance
- Independence: Board determined Cavalla is independent under NASDAQ rules; all Audit, Compensation, and Corporate Governance/Nominating committee members meet independence standards .
- Committee assignments: 2024 committee rosters list Audit (Quigley, Newby, Ellithorpe), Compensation (Hammack, Tkacz), Corporate Governance/Nominating (Ellithorpe, Hammack, Tkacz, Westerlund); Cavalla is not on these committees per disclosed rosters .
- Attendance: Board held 9 meetings in 2024; except Jay Gill (missed 4), no director attended less than 75% of board and committee meetings—Cavalla met the 75% threshold .
- Executive sessions: Independent directors held 9 executive sessions in 2024 led by Lead Director Ken Newby .
- Board leadership: Combined Chair/CEO (Dennis R. Woods); committees composed entirely of independent directors conduct significant governance work .
Director Election Results (Investor Confidence Signal)
| Meeting Date | For Votes (Cavalla) | Against | Broker Non-Votes |
|---|---|---|---|
| May 18, 2022 | 9,365,543 | 139,235 | 3,605,159 |
| May 17, 2023 | 8,899,113 | 51,123 | 3,029,843 |
| May 15, 2024 | 9,058,571 | 164,096 | 3,341,148 |
| May 21, 2025 | 9,126,646 | 40,158 | 3,154,208 |
Fixed Compensation
Director compensation moved to a 50/50 cash–stock split beginning August 2021, with a 15% increase in all Board fees effective September 2021. Current schedule: $1,610 per monthly Board meeting; Chair +$345/month; Lead Director +$230/month; committee meeting fees: Executive $230; Governance/ALCO/401(k) $288; Audit/Compensation/IT/Loan $403; committee chair fees: Audit/Comp/Governance/IT $575; 401(k) chair $403. Director fees are calculated based on estimated annual meeting count .
| Metric | FY 2017 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 28,800 | 20,017 | 19,887 | 17,779 | 9,722 | 12,032 | 12,001 |
| Stock Awards ($) | — | — | — | 2,852 | 23,176 | 27,040 | 13,012 |
| Option Awards ($) | — | — | — | — | — | — | — |
| Total ($) | 28,800 | 20,017 | 19,887 | 20,631 | 32,898 | 39,072 | 25,013 |
Performance Compensation
- No director-specific performance metrics disclosed (e.g., TSR, ROE, ESG goals). Equity awards reflect delivery of a portion of director fees in stock awards, paid quarterly; grant values based on fair market value at vesting .
| Year | Quarterly Stock Award Vesting Dates | Notes |
|---|---|---|
| 2022 | Mar 1, Jun 1, Sep 1, Dec 1 (FMV at vesting) | 1,500-share stock award on Feb 28, 2023 included in 2022 table ($11,150 fair value) |
| 2023 | Mar 1, Jun 1, Sep 1, Dec 1 (FMV at vesting) | 2,000-share stock award on Feb 28, 2024 included in 2023 table ($15,040 fair value) |
| 2024 | Feb 27, Jun 25, Sep 24, Dec 17 (FMV at vesting) | Compensation remains 50/50 cash–stock; no outstanding director stock awards at year-end noted in 2025 proxy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy bios list private executive roles only; no public company directorships disclosed for Cavalla |
Expertise & Qualifications
- Operating executive in manufacturing (steel) and agriculture; >50 years in related industries .
- Local market presence in Fresno County; business/farming experience within UBFO’s footprint .
- Governance profile emphasizes practical operating experience rather than financial/accounting specialization; treated as independent .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Mar 25, 2015 | 738,202 | 4.8% |
| Mar 1, 2016 | 735,176 | 4.6% |
| Mar 1, 2017 | 641,334 | 3.8% |
| Mar 1, 2019 | 659,204 | 3.9% |
| May 27, 2020 | 659,204 | 3.9% |
| Mar 1, 2021 | 659,204 | 3.9% |
| Mar 1, 2022 | 659,716 | 3.9% |
| Mar 1, 2023 | 662,619 | 3.9% |
| Mar 1, 2024 | 666,686 | 3.9% |
| Mar 1, 2025 | 678,383 | 3.9% |
- Ownership structure: Shared voting/investment power on a significant portion via trust/wife’s IRA; e.g., 499,971 shares (2025) with disclaimer of 270 shares in wife’s IRA . Earlier footnotes note shared power and IRA disclaimers (e.g., 2016; 2020) .
- Pledging/hedging: No specific pledging or hedging disclosures for Cavalla identified in the reviewed proxy sections .
Governance Assessment
- Alignment: Meaningful long-held share ownership (~3.9% over many years) indicates skin-in-the-game; ownership largely stable 2019–2025 .
- Independence & attendance: Independent under NASDAQ; met 75% attendance threshold; independent directors meet regularly in executive session (9 sessions in 2024) .
- Committee influence: Not on Audit, Compensation, or Corporate Governance/Nominating per 2024 rosters; governance influence appears primarily via full board rather than specialized committees .
- Compensation design: Shift to 50/50 cash–stock since 2021 aligns director pay with shareholder outcomes; transparent meeting-fee schedule and chair premia; no performance-based metrics (common for directors) .
- Shareholder support: Strong re-election margins across 2022–2025; say‑on‑pay (for NEOs) approved in 2022 and 2025—signals overall governance and compensation acceptance .
- Related-party exposure: No related‑party transactions involving Cavalla disclosed in the reviewed proxy sections; ownership footnotes reflect standard trust/IRA arrangements with disclaimers .
RED FLAGS
- None material identified for Cavalla in the reviewed disclosures (no attendance shortfall, no related‑party transactions, no hedging/pledging noted). Monitoring continues warranted for committee participation depth and evolving fee/equity mix .
Say‑on‑Pay & Shareholder Feedback (Context)
| Meeting Date | Say‑on‑Pay For | Against | Abstain |
|---|---|---|---|
| May 18, 2022 | 8,849,681 | 549,658 | 105,439 |
| May 21, 2025 | 8,466,778 | 573,175 | 126,851 |
Compensation Committee Analysis (Context)
- 2024 Compensation Committee members: Hammack, Tkacz; both independent .
- Use of independent consultant Pearl Meyer (engaged in 2022) for executive compensation benchmarking/design; peer group parameters disclosed (size, geography, operations) .
Director Compensation Structure Details (Reference)
- Cash vs equity split: 50/50 since Aug 2021; 15% fee increase effective Sep 2021 .
- Fee schedule (2024/2025 proxy): Board $1,610/month; Chair +$345; Lead +$230; committee meeting fees and chair premia as noted above .