🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A), a formal invitation and information packet for shareholders of Five Star Bancorp. It's your chance to vote on key company decisions without attending the annual meeting in person. Think of it as the company's annual "town hall" ballot and guidebook.

👉 The key date: The annual meeting is on May 21, 2026, in Sacramento, CA. To vote, you must have owned shares by March 27, 2026.

🏢 What The Company Does

In simple terms, Five Star Bancorp (FSBC) is the parent company of Five Star Bank, a community bank based in Rancho Cordova, California. They provide traditional banking services like loans and deposit accounts, with a strong focus on business banking and serving local communities in Northern California.

🗳️ The Two Things You're Voting On

The board needs your vote on two main proposals:

Election of Directors: You're voting to elect 10 people to the company's board. These individuals will oversee the company on your behalf.
Auditor Ratification: You're voting to approve the selection of Baker Tilly US LLP as the company's independent accounting firm for 2026. This firm audits the company's financial statements.

👉 The board's recommendation: They unanimously recommend you vote "FOR" all 10 director nominees and "FOR" ratifying Baker Tilly.

👥 Meet the Leadership

The document details the people running the show:

Board Director Nominees: Includes experienced leaders like Robert T. Perry-Smith (Board Chair, retired CPA), James E. Beckwith (President & CEO), and others with backgrounds in banking, real estate, law, and community leadership.
Executive Officers: The day-to-day management team includes James E. Beckwith (CEO), Heather C. Luck (CFO), and other leaders overseeing credit, operations, and regional banking.

💰 Pay and Performance: Executive Compensation

This section details how the top executives are paid. The main table shows the total compensation for key officers in 2025. For example, President & CEO James E. Beckwith received a total of $1,718,750 in 2025.

👉 How they're paid: Compensation includes a base salary, an annual cash bonus, and long-term incentives in the form of company stock awards that vest over time. This ties their pay to the company's longer-term performance.

🔍 How the Company is Governed

This covers the rules and oversight structures:

Board Committees: The board has specialized groups—the Audit Committee, Compensation Committee, and Governance and Nominating Committee—each with specific oversight duties.
Risk Oversight: The board actively oversees risks like credit, operational, and compliance risk to keep the bank safe and sound.
Insider Trading Policy: Executives and directors are prohibited from hedging company stock or holding it in margin accounts.
Human Capital: As of Dec. 31, 2025, the company had 233 full-time employees. The filing describes its focus on competitive pay, benefits, development, and community impact.

💸 What the Auditors Are Paid

The company paid its auditors, Baker Tilly US LLP (formerly Moss Adams LLP), a total of $772,918 for services in 2025. This breaks down into:

Audit Fees: $598,656
Audit-Related Fees: $18,860
Tax Fees: $155,402

👉 Note: There was a change in auditors in June 2025 due to a merger (Moss Adams merged into Baker Tilly). The company confirms there were no disagreements or problems with the previous auditor.

📅 Key Dates & Deadlines

Annual Meeting: May 21, 2026, at 3:30 p.m. PT.
Record Date: March 27, 2026 (you had to own shares by this date to vote).
Deadline for 2027 Shareholder Proposals: If you want a proposal included in next year's proxy statement, it must be received by November 30, 2026.

⚖️ Big Picture: Strengths & Considerations

👍 Strengths: The board proposes a slate of directors with deep, relevant experience in banking, finance, and local industry. The company has a formal governance structure and a clear focus on risk management and community impact.
⚠️ Considerations: As a bank, its performance is tied to the health of the Northern California economy and interest rate environments. The CEO, James Beckwith, holds significant influence as both a director and the top executive.

🧠 The Analogy

Attending a shareholder meeting is like being a part-owner of a local farm co-op. This proxy statement is the annual report and ballot sent to all the co-op owners. It tells you who's on the steering committee (the board), who manages the daily operations (the executives), who checks the books (the auditors), and asks for your vote to approve their plans for the next year.

📇 Key Contacts & People

Company Address: 3100 Zinfandel Drive, Suite 100, Rancho Cordova, CA 95670.
Investor Information / Proxy Materials: Available online at: https://investors.fivestarbank.com/financial-information/sec-filings
Key Executive: James E. Beckwith, President & Chief Executive Officer.
Key Board Member: Robert T. Perry-Smith, Board Chairperson.
Independent Auditor: Baker Tilly US LLP.

🧩 Final Takeaway

This proxy statement is asking Five Star Bancorp shareholders to approve the company's leadership team and its accounting firm for the coming year. The board unanimously recommends voting "FOR" all proposals, and shareholders have until the May 21 meeting to cast their vote by mail, phone, or online.

FIVE STAR BANCORP — DEF 14A Filing