California BanCorp \ CA 8-K

What Happened
California BanCorp announced that Steven E. Shelton retired as Chief Executive Officer and as a director of the company and its bank subsidiary effective December 31, 2025. The company and the bank entered into a Transition and Separation Agreement and a Release with Mr. Shelton. David I. Rainer, the company’s Chairman and Executive Chairman, was appointed Chief Executive Officer of California BanCorp and California Bank of Commerce, N.A., effective January 1, 2026. The filing states Shelton’s retirement was not due to any disagreement with the company.

Key Details

• Steven E. Shelton will serve as a strategic transition partner from January 1, 2026 to December 31, 2026 for a base salary of $16,666.66 per month.
• Shelton will receive a separation payment of $996,400 in a lump sum on the bank’s first regular payroll date on or following July 1, 2026.
• The Release provides COBRA severance benefits, payment of a 2025 discretionary bonus if earned, acceleration/vesting of outstanding/unvested stock awards granted prior to July 31, 2024, and full vesting plus certain additional benefits under his executive supplemental compensation agreement (SERP).
• David I. Rainer’s compensation for the CEO role did not change and is as described in the company’s prior proxy and related employment agreement.

Why It Matters
This is a planned leadership transition to an internal executive (the current Chairman), which suggests continuity in management and strategy. The company has committed near-term cash and compensation actions — including a roughly $996k separation payment, accelerated equity vesting, SERP vesting and a year-long transition salary — that will affect compensation expense and cash outflows. The filing also notes there were no disagreements with management prompting the change, which is generally important for investor confidence.