Private Bancorp sets $425K salary for CFO

PBAM detailed a three-year employment agreement for its CFO, including defined bonus, equity, severance and change-of-control protections.

Rhea-AI Filing Summary

Private Bancorp of America, Inc. (PBAM) reported that Cory Stewart, Executive Vice President and Chief Financial Officer of the company and its wholly owned subsidiary CalPrivate Bank, entered into a three-year employment agreement effective September 5, 2026. The agreement sets a minimum annual base salary of $425,000, with eligibility for a target annual incentive bonus equal to 40% of base salary beginning with the 2026 performance period. Starting in 2027, Stewart is also entitled to annual restricted stock unit awards with a target value up to 40% of base salary, subject to vesting and plan terms.

If Stewart is terminated without cause or resigns for good reason, he is entitled to a lump sum severance equal to 18 months of base salary plus a pro rata bonus, and COBRA premium reimbursement for up to 12 months (or six months if termination is for good reason), contingent on signing a release. If such a termination occurs within one year after a change of control, severance increases to a lump sum equal to 24 months of base salary plus the full target annual bonus, with COBRA reimbursement for up to 12 months, subject to the same release and with payments reduced as needed to avoid excess parachute payments under Section 280G. The agreement also includes an eight-month post-employment non-solicitation covenant.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Employment agreement term: 3 years Minimum annual base salary: $425,000 Target annual incentive bonus: 40% of base salary +5 more

8 metrics

Employment agreement term 3 years Term of Cory Stewart’s employment agreement with CalPrivate Bank

Minimum annual base salary $425,000 Base salary for Cory Stewart under the employment agreement

Target annual incentive bonus 40% of base salary Target bonus opportunity beginning with 2026 performance period

Annual RSU award target Up to 40% of base salary Target value of annual restricted stock unit awards beginning in 2027

Standard severance multiple 18 months of base salary Lump sum severance if terminated without cause or resigning for good reason

Change-of-control severance multiple 24 months of base salary Lump sum severance if terminated within one year after a change of control

COBRA reimbursement period (standard termination) Up to 12 months or 6 months 12 months after termination without cause; 6 months after good reason resignation

Post-employment non-solicitation period 8 months Duration of employee non-solicitation after employment ends

Key Terms

good reason, change of control, restricted stock units, COBRA, +1 more

5 terms

good reason regulatory

"termination by the Bank without cause or Mr. Stewart’s resignation for good reason"

change of control financial

"In the event Mr. Stewart’s employment is terminated within one year after a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

restricted stock units financial

"entitled to an annual award of restricted stock units pursuant to the Company’s"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

COBRA regulatory

"reimbursement for COBRA premiums until the earliest of 12 months following the date"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

Section 280G regulatory

"reduced to avoid an excess parachute payment under Section 280G of the Internal"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new employment agreement did PBAM announce for its CFO Cory Stewart?

PBAM disclosed a three-year employment agreement for CFO Cory Stewart, effective September 5, 2026, covering base salary, annual cash bonus eligibility, long-term equity awards, severance protections, change-of-control benefits, participation in employee benefit plans, and an eight-month post-employment non-solicitation covenant.

What is the CFO’s base salary and bonus opportunity under the PBAM agreement?

The agreement sets the CFO’s minimum annual base salary at $425,000. Beginning with the 2026 performance period, he is eligible for a target annual incentive bonus equal to 40% of base salary, based on company, bank and individual performance metrics set by leadership.

What equity compensation does PBAM plan to grant its CFO under this agreement?

Beginning in 2027, the CFO is entitled to an annual award of restricted stock units under the company’s long-term incentive plan, with a target value up to 40% of base salary if the award becomes fully vested and payable at the target amount.

What severance will the PBAM CFO receive if terminated without cause or resigning for good reason?

If terminated without cause or resigning for good reason, the CFO will receive accrued salary plus a lump sum equal to 18 months of base salary, a pro rata annual bonus based on year-to-date performance or prior-year bonus, and COBRA premium reimbursement for up to 12 months or six months, subject to a release.

How does a change of control affect the PBAM CFO’s severance benefits?

If, within one year after a change of control, the CFO is terminated without cause or resigns for good reason, he is entitled to a lump sum equal to 24 months of base salary plus the full target annual bonus and COBRA reimbursement for up to 12 months, subject to a release and Section 280G limits.

Does the PBAM CFO employment agreement include post-employment restrictions?

Yes. The agreement provides that during employment and for an eight-month period after employment ends, the CFO will not solicit employees of CalPrivate Bank, its subsidiaries, or affiliates, creating a post-employment non-solicitation restriction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:02 PM Accepted by SEC EDGAR 09/11/2026 - 04:01 PM Learn about SEC filing dates

false 0001705284 0001705284 2026-09-05 2026-09-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2026 (September 5, 2026)

Private Bancorp of America, Inc.

(Exact name of Registrant as Specified in Its Charter)

California		001-43397		80-0769276
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9404 Genesee Ave., Suite 100
La Jolla, California		92037
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 875-6900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value per share		PBAM		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2026, Cory Stewart, Executive Vice President and Chief Financial Officer of Private Bancorp of America, Inc. (the “Company”) and the Company’s wholly-owned subsidiary, CalPrivate Bank (the “Bank”), entered into an employment agreement with the Bank, effective as of September 5, 2026 (the “Employment Agreement”). The Employment Agreement has a three-year term, and pursuant to the Employment Agreement, Mr. Stewart’s minimum annual base salary is $425,000. Mr. Stewart’s base salary will be evaluated on an annual basis and may be adjusted by the Bank’s Board of Directors (the “Board”) in its sole discretion. Beginning with respect to the calendar year 2026 performance period, Mr. Stewart is eligible to receive a target annual incentive bonus of 40% of his base salary based on the Bank’s and/or the Company’s performance and his individual performance, which will be measured by achievement against any performance metrics as may be determined by the Board or the Bank’s Chief Executive Officer. Beginning in 2027, Mr. Stewart is also entitled to an annual award of restricted stock units pursuant to the Company’s then-effective long-term incentive plan in an amount up to 40% of his base salary should such annual award become fully vested and payable at the target amount payable. In addition, Mr. Stewart is eligible to participate in any employee benefit plans that the Bank provides for the benefit of its employees generally.

In the event of Mr. Stewart’s termination by the Bank without cause (as defined in the Employment Agreement) or Mr. Stewart’s resignation for good reason (as defined in the Employment Agreement), the Bank will pay Mr. Stewart: (1) any accrued but unpaid base salary; (2) a lump sum payment in an amount equal to 18 months of base salary plus a pro rata portion of the annual incentive bonus that Mr. Stewart would have earned with respect to the portion of the calendar year elapsed through the termination date, calculated based on performance year-to-date (or, if the bonus amount is not susceptible to calculation, an amount equal to a prorated annual incentive bonus based on the prior year’s annual incentive bonus); and (3) reimbursement for COBRA premiums until the earliest of (a) 12 months following the date of termination by the Bank without cause, or six months following the date of termination if termination is for good reason, and (b) the date on which Mr. Stewart becomes eligible to receive group health coverage from another employer. No payments will be made pursuant to clauses (2) or (3) above unless Mr. Stewart delivers an executed release of claims against the Bank and its affiliates in the form attached to his Employment Agreement, and such release has become effective.

In the event Mr. Stewart’s employment is terminated within one year after a change of control (as defined in the Employment Agreement), by the Bank without cause or by Mr. Stewart for good reason, Mr. Stewart will be entitled to (1) a lump sum payment in an amount equal to 24 months of base salary plus the full target annual bonus that Mr. Stewart could have earned for the year of termination; and (2) reimbursement of COBRA premiums until the earliest of (a) 12 months following the date of termination and (b) the date on which Mr. Stewart becomes eligible to receive group health coverage from another employer. No payments will be made pursuant to clauses (1) or (2) above unless Mr. Stewart delivers an executed release of claims against the Bank and its affiliates in the form attached to his Employment Agreement, and such release has become effective. The agreement provides that payments due to Mr. Stewart in the event of a change of control will be reduced to avoid an excess parachute payment under Section 280G of the Internal Revenue Code.

The Employment Agreement provides that during Mr. Stewart’s employment and for an eight-month period after his employment ends, he will not solicit employees of the Bank, its subsidiaries, or affiliates.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Employment Agreement, dated as of September 5, 2026, by and between CalPrivate Bank and Cory Stewart
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						PRIVATE BANCORP OF AMERICA, INC.
Date: September 11, 2026				By:		/s/ Richard L. Sowers
				Name:		Richard L. Sowers
				Title:		President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 130.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB