San Joaquin Bank chairman steps down
Maclin to give up his retirement package as bank tries to meet deadline
| Monday, Oct 05 2009 11:53 PM
Last Updated Tuesday, Oct 06 2009 11:37 AM
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Solar panels are part of the new San Joaquin Bank at Panama Lane and Stine Road. The new bank branch will be Kern County's second "green" building.
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Ten days before a deadline for San Joaquin Bank’s holding company to raise $27 million to satisfy liquidity concerns, the company announced significant changes to its board of directors, including the retirement of Chairman Bruce Maclin, who founded the bank in 1980.
Separately, incoming Chairman Rogers Brandon disclosed a pending arrangement in which individual local investors would contribute sufficient capital to allow the Bakersfield institution to meet its funding goal by Oct. 15, a deadline set last month in an agreement with state and federal regulators.
Brandon said the board changes, agreed to at a board meeting Sunday, are designed to demonstrate to shareholders that they have a voice in the company. He added that the board’s composition “will change dramatically” over the next several months as the number of directors grows from eight to 10 or 11, possibly through the replacement of some existing board members.
Maclin, 67, also agreed to give up his retirement package, valued at $3.5 million. That sum would be added to the company’s progress toward the $27 million. Last week the bank announced that bank President and CEO Bart Hill and former CFO Steve Annis would give up their retirement packages, together worth $3 million.
Hill said Thursday that he had $7 million of the goal “already figured out,” and so the addition of Maclin’s retirement package appears to bring the bank to within $17 million of its goal.
Hill and Brandon said Maclin wanted to spend more time at his home in Placerville after serving the bank since its inception in 1980. Maclin is a significant shareholder in the company; he owns 377,435 shares, or 9.6 percent of total shares outstanding, according to Yahoo Finance. He could not be reached for comment Monday.
Brandon, 53, has been a director of the bank since 2000, and until recently served as vice chairman. He is president of American General Media, which owns several local radio stations.
In changes announced Monday:
The company announced the creation of a Corporate Governance and Nominating Committee, which is to be comprised of Louis Barbich, who is now chairman of the company’s Audit Committee; board member Melvin Atkinson; and Brandon, who will serve as chairman of the new committee;
Annis changed job titles, from chief financial officer to executive vice president and chief operating officer of the bank as well as its holding company, San Joaquin Bancorp;
The bank’s vice president of finance, Mark Taylor, was promoted to senior vice president and CFO of the bank and the holding company.
Hill and Brandon expressed confidence that Monday’s changes will position the bank to prosper well into the future.
Brandon said the board-related changes will add a new layer of independence.
“We believe that in order to ensure that there is sound management and safety of the institution that the board needs to have a higher level of scrutiny and independence” to return it to profitability, he said.
While increasing shareholder confidence is a big part of the company’s motive, he said, the board has no specific intention to rid the board of executive officers. He noted that Hill remains a board member of the holding company.
Brandon declined to detail the effort to recruit local investors, but said the move “has been extremely well received.”
“The capital would be raised by investors who intend on making individual investments in the bank,” he said.
In July the company announced a deal with 11 Indian investors who together would contribute $38 million in exchange for company stock. As of Monday that sum had not come through. Another option, Brandon said, is to sell the bank. But he downplayed that likelihood, saying, “we believe that the franchise can be saved.”
Even if the company met the Oct. 15 goal, it would still face a Dec. 31 deadline to bring its net worth up to at least 8 percent of its total assets, according to the agreement with regulators. As of late last week, that figure stood at 4.7 percent.
Shares of San Joaquin Bancorp closed down a nickel Monday at $2.10.
