Private Bancorp of America Files CFO Employment Agreement with Cory Stewart

What Happened
Private Bancorp of America, Inc. (and its bank subsidiary CalPrivate Bank) announced an employment agreement with Cory Stewart, its Executive Vice President and Chief Financial Officer, effective September 5, 2026. The agreement has a three-year term and sets Mr. Stewart’s minimum annual base salary at $425,000, with eligibility for annual incentives and long‑term restricted stock units.

Key Details

• Base salary: $425,000 minimum; subject to annual review by the Board.
• Annual incentive: eligible for a target bonus equal to 40% of base salary for the 2026 performance period; beginning in 2027 eligible for annual restricted stock unit awards up to 40% of base salary (at target).
• Severance if terminated without cause or resigns for good reason: lump sum equal to 18 months of base salary plus a prorated portion of the annual incentive, plus COBRA premium reimbursement (up to 12 months for termination without cause or up to 6 months if for good reason), conditioned on signing a release.
• Change‑of‑control protection: if employment ends within one year after a change of control (termination without cause or resignation for good reason), lump sum equal to 24 months of base salary plus full target bonus for the year and COBRA reimbursement up to 12 months; payments reduced as necessary to avoid excess parachute taxes under Section 280G.
• Other terms: participation in employee benefit plans, an eight‑month post‑employment non‑solicit restriction for bank employees, and the severance payments require an executed release. The full agreement is attached as Exhibit 10.1 to the 8‑K.

Why It Matters
This filing formalizes compensation and severance terms for PBAM’s CFO, which is important for retention and succession planning. The agreement creates potential future cash obligations (severance and bonuses) and change‑of‑control protections that investors should note when considering executive compensation expense and potential liabilities. The release and 280G provisions limit payment risk and tax exposure, while the non‑solicit clause protects the bank’s workforce post‑employment.