California BanCorp (BCAL) Proxy filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 21, 2025, at the company’s San Diego headquarters, with shareholders voting on director elections and auditor ratification.

• Shareholders of record as of March 27, 2025, are eligible to vote, with options to vote online, by phone, mail, or in person.

• The proxy statement includes details on board nominees, executive compensation, governance, and shareholder rights.

Voting matters and shareholder proposals

• Shareholders will vote to elect twelve directors to serve until the next annual meeting.

• Ratification of RSM US LLP as the independent public accounting firm for fiscal year ending December 31, 2025, is on the agenda.

• Shareholders may submit proposals for the 2026 meeting by December 9, 2025, and must follow advance notice requirements for nominations.

Board of directors and corporate governance

• The board consists of twelve nominees, with eight classified as independent and an average director tenure of four years.

• Board committees include Audit and Risk, and Compensation, Nominating and Governance, each with written charters.

• The company separates the roles of Chairman and CEO, with a Lead Independent Director providing additional oversight.

• Stock ownership guidelines and a clawback policy are in place for directors and executives.