Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), as of December 31, 2021. In designing and evaluating the disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating
and implementing its controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report
on Form 10-K.
Management’s Report
on Internal Control Over Financial Reporting
This annual
report does not include a management’s report regarding internal control over financial reporting due to a transition period
established by rules of the SEC for newly public companies.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
that occurred during the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially
affect, such controls.
Attestation
Report of the Independent Registered Public Accounting Firm
Not
applicable for an emerging growth company.
Item 9B. Other Information
On
February 23, 2022, the Companys board of directors amended and restated the Companys bylaws, clarifying the Companys
voting standards for the election of directors, which is determined by a plurality vote. The bylaws, as amended and restated, are effective
as of February 23, 2022 and are attached hereto as Exhibit 3.2. The provisions of the Companys bylaws described herein otherwise
remain unchanged.
114
PART
III
Item 10. Directors, Executive Officers
and Corporate Governance
Board of Directors
For information
relating to the Company’s board of directors, the section entitled “Items to be Voted on by Shareholders —Item
1 —Election of Directors” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is
incorporated herein by reference.
Executive Officers
For
information relating to officers of the Company, the section entitled Information About Our Executive Officers in
the Companys Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated herein by reference.
Delinquent Section 16(a)
Reports
For information
regarding compliance with Delinquent Section 16(a) Reports, the section entitled “Stock Information —Delinquent
Section 16(a) Reports” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated
herein by reference.
Disclosure of Code of
Conduct
For information
concerning the Company’s Code of Conduct, the information contained under the section entitled “Corporate Governance —Code
of Conduct” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated by reference.
A copy of the Code of Conduct is available to shareholders on the Company’s investor relations website at https://investors.fivestarbank.com/corporate-governance/governance-overview .
Nominating and Audit
Committees
For information
regarding the Company’s Nominating and Audit Committees, their composition, and the audit committee financial experts, the
section entitled “Corporate Governance —Board Committees” in the Company’s Proxy Statement for
the 2022 Annual Meeting of Shareholders is incorporated herein by reference.
Item 11. Executive Compensation
For information
regarding executive compensation, the sections entitled “Executive Compensation” and “Director Compensation”
in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders are incorporated herein by reference.
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters
Security Ownership of Certain
Beneficial Owners
Information
required by this item is incorporated herein by reference to the section entitled “Stock Information —Security
Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the 2022 Annual Meeting
of Shareholders.
Security Ownership of Management
Information
required by this item is incorporated herein by reference to the section entitled “Stock Information —Security
Ownership of Certain Beneficial Owners and Management” in in the Company’s Proxy Statement for the 2022 Annual
Meeting of Shareholders.
115
Securities Authorized for Issuance
Under Equity Compensation Plans
The following
table sets forth information about the Company common stock that may be issued upon the exercise of stock options, warrants, and
rights under all the Company’s equity compensation plans as of December 31, 2021.
(a)
Number of
securities to be issued
upon exercise of
outstanding options,
warrants, and rights
(b)
Weighted-average
exercise price of
outstanding options
(c)
Number of securities
remaining available
for issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
Equity compensation plan approved by shareholders 1
—
$ —
1,536,904
Equity compensation not approved by shareholders
—
—
—
Total
—
$ —
1,536,904
1 Plans
approved by shareholders include the Five Star Bancorp 2021 Equity Incentive Plan.
Item 13. Certain Relationships and
Related Transactions, and Director Independence
Certain
Relationships and Related Transactions
For information
regarding certain relationships and related transactions, the section entitled “ Other Information —Transactions
with Related Parties” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated
herein by reference.
Director Independence
For information
regarding director independence, the section entitled “Corporate Governance —Director Independence” in
the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated herein by reference.
Item 14. Principal Accountant Fees
and Services
For information
regarding the principal accountant fees and expenses, the section entitled “Item 2 —Ratification of Selection of
Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2022 Annual Meeting of
Shareholders is incorporated herein by reference.
116
PART
IV
Item 15. Exhibits and Financial Statement
Schedules
(1) The
financial statements required in response to this item are incorporated herein by reference
from Part II, Item 8 of this Annual Report on Form 10-K.
(2) All
financial statement schedules are omitted because they are not required or applicable,
or the required information is shown in the consolidated financial statements or the
notes thereto.
(3) Exhibits
Incorporated
by Reference
Exhibit
Number
Exhibit
Description
Form
File
No.
Exhibit
Filing
Date
Herewith
3.1
Amended
and Restated Articles of Incorporation of Five Star Bancorp
10-Q
001-40379
3.1
June
17, 2021
3.2
Amended and Restated Bylaws of Five Star Bancorp
Filed
4.1
Form
of Common Stock Certificate of Five Star Bancorp
S-1
333-255143
4.1
April
26, 2021
4.2
Form
of 6.0% Fixed-to-Floating Rate Subordinated Note Due 2027
S-1
333-255143
Exhibit
A of Exhibit 10.9
April
9, 2021
4.3
Form
of 5.5% Fixed-to-Floating Rate Subordinated Note Due 2027
S-1
333-255143
Exhibit
A of Exhibit 10.10
April
9, 2021
4.4
Description of Securities
Filed
10.1†
Form of S Corporation Termination and Tax Sharing Agreement
S-1
333-255143
10.1
April
9, 2021
10.2*
Five
Star Bancorp 2021 Equity Incentive Plan
S-1
333-255143
10.4
April
26, 2021
10.3*
Form of Restricted Stock Vesting Agreement pursuant to Historical Incentive Plan
S-1
333-255143
10.5
April
9, 2021
10.4
Form of Restricted Stock Vesting Agreement for Executives pursuant to the Five Star Bancorp 2021 Equity Incentive Plan
Filed
10.5
Form of Restricted Stock Vesting Agreement for Directors pursuant to the Five Star Bancorp 2021 Equity Incentive Plan
Filed
10.6†
Form of Subordinated Note Purchase Agreement for 6.0% Fixed-to-Floating Rate Subordinated Note Due 2027
S-1
333-255143
10.9
April
9, 2021
10.7
Form
of Subordinated Note Purchase Agreement for 5.5 % Fixed-to-Floating Rate Subordinated Note Due 2027
S-1
333-255143
10.10
April
9, 2021
10.8*
Executive
Employment Agreement, dated January 3, 2019, between Five Star Bank and James Beckwith
S-1
333-255143
10.11
April
9, 2021
10.9*
Five
Star Bank Salary Continuation Agreement, dated September 1, 2007, as amended, between Five Star Bank and James Beckwith
S-1
333-255143
Exhibit
A of Exhibit 10.11
April
9, 2021
21.1
Subsidiaries of the Registrant
Filed
23.1
Consent of Moss Adams LLP
Filed
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
Filed
101
Inline
XBRL Interactive Data
Filed
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)
Filed
† Certain
of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and
schedules to the SEC upon its request.
* Management
contract or compensatory plan, contract, or arrangement.
Item 16. Form 10-K Summary
None.
117
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIVE STAR BANCORP
Dated:
February 25, 2022
/s/ James
E. Beckwith
James E. Beckwith
President and Chief Executive
Officer
118
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Name
Title
Date
/s/ James E. Beckwith
President and Chief Executive Officer and
Director
February 25, 2022
James E. Beckwith
(Principal Executive Officer)
/s/ Heather C. Luck
Senior Vice President and Chief Financial
Officer
February 25, 2022
Heather C. Luck
(Principal Financial and Accounting Officer)
/s/ David J. Lucchetti
Chair of the Board and Director
February 25, 2022
David J. Lucchetti
/s/ David F. Nickum
Vice Chair of the Board and Director
February 25, 2022
David F. Nickum
/s/ Larry E. Allbaugh
Director
February 25, 2022
Larry E. Allbaugh
/s/ Michael D. Campbell
Director
February 25, 2022
Michael D. Campbell
/s/ Shannon Deary-Bell
Director
February 25, 2022
Shannon Deary-Bell
/s/ Warren P. Kashiwagi
Director
February 25, 2022
Warren P. Kashiwagi
/s/ Donna L. Lucas
Director
February
25, 2022
Donna
L. Lucas
/s/ Robert T. Perry-Smith
Director
February 25, 2022
Robert T. Perry-Smith
/s/ Kevin F. Ramos
Director
February 25, 2022
Kevin F. Ramos
/s/ Randall E. Reynoso
Director
February 25, 2022
Randall E. Reynoso
/s/ Judson
T. Riggs
Director
February 25, 2022
Judson T. Riggs
/s/ Leigh
A. White
Director
February 25, 2022
Leigh A. White
119