UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Employment Agreement with James Beckwith
On March 23, 2022, the Compensation Committee of the Board of Directors of Five Star Bancorp (the “Company”) approved an amended and restated employment agreement with James Beckwith, the Company’s President and Chief Executive Officer, which was executed on March 23, 2022.
The amended and restated employment agreement, effective as of January 3, 2022 (the “2022 Employment Agreement”) entered into between the Company’s wholly owned subsidiary, Five Star Bank (the “Bank”) and Mr. Beckwith has an initial three-year term expiring on the third anniversary of its effective date, with automatic one-year renewal periods thereafter, unless the Bank or Mr. Beckwith provides at least 60 days’ notice of non-renewal. The 2022 Employment Agreement also provides for Mr. Beckwith to be entitled to benefits as described in a previously disclosed salary continuation agreement, most recently amended as of July 1, 2014, which may be terminated only by mutual written agreement.
The 2022 Employment Agreement provides for payment of a base salary and bonus as determined periodically by the Compensation Committee. Mr. Beckwith is also eligible to participate in group employee benefit plans, including, without limitation, medical, dental and life insurance, that the Bank makes available to similarly situated employees from time to time. Under the 2022 Employment Agreement, Mr. Beckwith is eligible to receive equity compensation as determined by the Compensation Committee of the Company, and is eligible for other incentive compensation as determined by the Compensation Committee.
In the event of termination of Mr. Beckwith’s employment by the Bank without cause or by him for good reason, as defined in the 2022 Employment Agreement, the Bank must pay Mr. Beckwith a severance payment equal to 24 months of his then current base salary plus bonus. Under the 2022 Employment Agreement, Mr. Beckwith’s right to this severance payment is contingent upon his execution and non-revocation of a release of claims. In addition, the 2022 Employment Agreement provides that if any payments to Mr. Beckwith would be “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended, those payments are subject to a “best net” provision.
The 2022 Employment Agreement includes confidentiality, employee non-solicitation, and non-disparagement obligations for Mr. Beckwith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIVE STAR BANCORP | ||
| By: | /s/ Heather Luck | |
| Name: Heather Luck | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| Date: March 25, 2022 | ||