Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 16, 2023, California BanCorp (the "Company") and its wholly-owned
subsidiary, California Bank of Commerce (the "Bank"), each appointed Theodore A.
Wilm as an additional director. In connection with his appointment, the Company
and the Bank increased the number of authorized directors on their respective
boards from 11 to 12, appointing Mr. Wilm to fill the resulting vacancy.
Mr. Wilm, age 61, is an accomplished and experienced advisor and certified
public accountant with extensive strategic expertise and in-depth knowledge of
board and audit committee best practices. Mr. Wilm had a 38 year career with the
public accounting firm PricewaterhouseCoopers, beginning his career in August
1983, being admitted to the partnership as an audit partner in July 1997, and
serving as the office managing partner of PwC's Orange County, California office
from July 2015, until his retirement in June 2021. In addition to serving many
of the firm's larger financial services clients as an audit partner, Mr. Wilm
advised mutual funds, investment management, private equity, real estate and
venture capital firms with sales, marketing and distribution channel strategies,
enterprise risk management solutions, information technology systems,
acquisitions and divestitures, and structural reorganizations. Mr. Wilm
graduated from Villanova University with a Bachelor of Science in Accounting
degree and has held certified public accountant licenses in several states,
including California. Mr. Wilm meets the definition of "audit committee
financial expert" adopted by the SEC and satisfies the financial sophistication
requirements of the applicable rules of the Nasdaq Stock Market.
Mr. Wilm was appointed to serve on the Company's Audit Committee. As a director,
Mr. Wilm will be entitled to the Company's customary non-employee director
compensation and will enter into the Company's and the Bank's standard indemnity
agreements.
There are no arrangements or understandings between Mr. Wilm and any other
persons pursuant to which he was selected as a director. There are no family
relationships between Mr. Wilm and any director, executive officer or any person
nominated or chosen by the Company to become a director or executive officer. No
information is required to be disclosed with respect to Mr. Wilm pursuant to
Item 404(a) of Regulation S-K.
A copy of the Company's press release announcing Mr. Wilm's appointment is
included as Exhibit 99.1 to this report and incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release dated March 21, 2023
104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
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