Five Star Bancorp (FSBC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, at The Sutter Club in Sacramento, CA, with shareholders voting on director elections and auditor ratification.

• Proxy materials, including the proxy statement and annual report, are available online and by request; voting can be done online, by phone, or by mail.

• The record date for voting eligibility is March 21, 2025, with 21,329,235 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 director nominees and to ratify Moss Adams LLP as the independent registered public accounting firm for 2025.

• The board recommends voting FOR all director nominees and FOR the auditor ratification.

• Shareholders can submit director nominations and proposals for the 2026 meeting between January 15 and February 14, 2026.

• Shareholder proposals for inclusion in the 2026 proxy must be received by December 3, 2025.

Board of directors and corporate governance

• The board consists of 10 directors, with a majority being independent under Nasdaq and SEC rules.

• Board diversity includes 2 female and 8 male directors, with representation across various racial and ethnic backgrounds.

• Three standing committees: Audit, Compensation, and Governance & Nominating, all with independent members.

• The board separates the roles of CEO and Chairperson; current leadership structure supports independent oversight.

• Directors are subject to a Code of Conduct and insider trading policies, including restrictions on hedging and pledging company securities.

• All directors attended at least 75% of meetings in 2024, except one who attended 73%.