Carmela Johnson

5526 St. Andrews Dr.

Stockton, CA 95219
(209) 477-5444
Cell (209) 612-7049
EXECUTIVE MANAGEMENT
Over 25 years of progressive financial management experience .Hands-on experienc
e turning around marginal operations. Proven track record in centralizing funct
ions to increase efficiency, cut costs and improve earnings.
Key skills include:
Financial Management: Financial and public regulatory reporting, (including Sarb
anes-Oxley), Month-end, quarter-end and year-end closings, preparation of SEC fi
llings (10Qs, 10Ks, S1s, 8Ks), IPOs and capital raising, budgeting, mergers and
acquisitions, account payables, leasing/property management, investments and por
tfolio management, asset/liability management.
Operations/Administration Management: Start-up operations, policies and procedur
es, compliance, risk management, audits/examinations, shareholder and Board rela
tions, purchasing, IT management personnel management including supervision, hir
ing, salary and benefits administration.
PROFESSIONAL EXPERIENCE

Interim Chief Financial Officer 11/05 to Present

Provide banking expertise to independent banks in bank operations and finance as
the interim CFO.
Services include:
* Preparation of SEC fillings (10Qs, 10Ks, S1s, S4s 8Ks)
* Financial and public regulatory reporting, (including Sarbanes-Oxley)
* Call Report and Financial Statement Reporting
* Internal controls, risk management and Management Information Systems (MIS)
* Asset Liability Management
* Treasury and Investment Management
* Preparation and presentation of monthly financial reports for Board of Directo
r meetings
* Presentation and interpretation of all financial reports for Directors, Shareh
olders and Regulatory Agencies
* Preparation of material requested by Bank's Audit firms and responding to all
appropriate audits
* Preparation and filing of all regulatory reporting including responses to exam
inations and visitations.
* Recommendation and preparation of policies and procedures for proper financial
control of the Bank
* Ensure corporate and Director compliance with by-laws and state and federal la
ws and regulations
* Management of the Finance/Accounting Department
* Act as liaison with correspondent banks, Federal Home Loan Bank, Federal Reser
ve Bank and other related depositories and outside Transfer Agents
* Responsible for overseeing Information Technology and acting as liaison with n
etwork administration and other technology vendors
* Responsible for overseeing backroom operations including liaison with data and
item processing providers and compliance management
* Responsible for the development and oversight of the risk management program,
including facilities/bank security, monthly certifications, Disaster Recovery Pl
anning, Gramm-Leach-Bliley and Reporting requirements
* With the assistance of the Executive Management team, develop, implement, and
coordinate policies and procedures in the following areas: employment, compensat
ion, benefits, group health insurance, worker's compensation, training, employee
relations, employment related compliance, safety and other related functions.
In cases where HR management and oversight is done by a third-party, "consultant
" is to act as the primary coordinator and facilitator to ensure all of the afor
ementioned items are properly and adequately addressed.
* Oversee legal requirements, branch security and procedural issues
* Act as management liaison with Audit Committee
* Track and report on all stock options granted, exercised, cancelled, forfeited
, etc.
* Prepare all required reports for annual shareholders meeting, act as liaison w
ith Transfer Agent and attorney, and serve as Inspector of Elections at meeting
* Act as facilitator of Bank's IT Steering and Liability Committees, including p
repare minutes and agendas.
Farmers & Merchants Bank of Central California, Lodi California 3/05 to 10/
31/05
1St Vice President/Operations Risk Manager Report to the
President/CEO
Management of the Bank's compliance and risk management programs to include:
* Supervision of the Bank's compliance department
* Oversee the Bank's Bank Secrecy Act and Anti-Money Laundering Programs
* Responsible for engaging outside audit firms for annual audits and reviews of
the Bank's operations, compliance and credit functions.
* SOX 404 testing
* Vendor Management
* Coordinate regulatory examinations
* Oversee the CRA efforts of the Bank
* Responsible for the continual updates of the Bank's Policies and Procedures
* Supervise a department of six to include three vice presidents
Sheshunoff Management Services, Headquarters in Austin Texas 6/
04-03/05
Engagement Director - Regulatory Compliance.
As Engagement Director I was responsible for directing the assigned projects for
the Western Region.
Projects included the following for the benefit of banks, credit unions and thri
ft companies:
* Review and conduct annual audits of the BSA/AML Programs of financial institut
ions.
* Write BSA/AML Policies and Procedures for financial institutions.
* Help to develop risk assessment procedures for internal programs such as BSA/A
ML.
* Review and audit compliance and CRA programs for financial institutions.
* Develop and write internal controls policy and procedures.
* Team member from Sheshunoff to review and assist Riggs Bank, NA to identify ke
y AML/BSA issues.
Diablo Valley Bank, Danville, CA 3/03-6/04
Executive Vice President/Chief Financial Officer.
Executive Officer of a community bank. Diablo Valley Bank is a Community Bank
in Danville. I was involved with all phases of the start-up from raising the ca
pital to getting the doors opened of two branch locations. Reporting to Preside
nt/CEO. Responsible for the formation and implementation of policies and proced
ures, financial and regulatory reporting, operations and data processing, hiring
personnel and administering salary and benefits program, risk management, inves
tments, asset/liability management, operational systems and procedures and train
ing. I was also very involved in all the Board meetings and Committee meetings.
The Bank was sold to Heritage Bank of Commerce.
Pacific State Bank, Stockton, CA 3/00 - 3/03
Executive Vice President/Chief Financial Officer and Chief Operating Officer.
Executive Officer of a community bank. Reporting to President/CEO. Responsible
for the formation and implementation of policies and procedures, financial and
regulatory reporting, operations and data processing, hiring personnel and admin
istering salary and benefits program, risk management, investments, asset/liabil
ity management, operational systems and procedures and training. Pacific State
Bank was an SEC reporting company. I prepared 10Ks, 10Qs, Proxies, Annual Repor
ts and other regulatory reports as need.
MT DIABLO NATIONAL BANK, Danville, CA 9/96 - 3/00
Senior Vice President/Chief Financial Officer. Executive Officer of a communit
y bank. Reporting to President/CEO. Overseeing the implementation of policies
and procedures, financial and regulatory accounting, operations and data process
ing, hiring personnel and administering salary and benefits program, risk manage
ment, investments, asset/liability management, operational systems and procedure
s and training. The Bank was sold to Greater Bay Bancorp.
INDEPENDENT CONSULTANT 11/95-9/96
Provided banking expertise to independent banks in bank operations and finance.
Last assignment was working at Cupertino National Bank as Acting Controller.
HERITAGE BANK OF COMMERCE, San Jose, CA 3/94-9/95
Executive Vice President/Chief Administrative Officer. Executive Officer of a n
ew start-up Bank. Joined the Bank in organization, involved with the raising of
$14 million in capital. Overseeing the implementation of policies and procedur
es, hiring personnel and administering salary and benefits program, risk managem
ent, investments, asset/liability management, operational systems and procedures
and training.
INDEPENDENT CONSULTANT 11/93-3/94
Provided banking expertise to independent banks in bank operations and controlle
r's department. Prepared 10Q and Annual Reports for Cupertino National Bank.
CALIFORNIA BANCSHARES, INC., Alameda, CA 7/86-7/93
Senior Vice President/Cashier. Executive officer overseeing operations and admi
nistration of 8 independent banks and $820 million holding company. Reporting t
o President/CEO. Managed 2 regional note department budgets and training budget
. Also managed $160 million investment portfolio and asset/liability functions
of each bank. Directed all financial and regulatory reporting. Supervised 5 d
irect reports. Served on several policy and implementation committees.
* Directed consolidation of 11 functions across all banks including data process
ing, personnel, reporting, asset/liability management, investments, accounts pay
ables, etc. Eliminated 12 FTE's and saved $400,000 annually allowing strong foc
us on customer service.
* Consolidated note department resulting in a $350,000 savings.
* Worked to overcome bad audit at member Bank, implemente4d action plan to resol
ve problem areas. At next audit overturned unsatisfactory rating to satisfactor
y. Improved image in community which added to increase in market share. The Ho
lding Company was sold to US Bank.

EDUCATION
B.A. Degree in Political Science/Economics Graduate
Queens College, New York City University, New York, NY Pacific Coast Banking S
chool Seattle, WA
 PROFESSIONAL ASSOCIATIONS
South Bay Chapter Institute for Financial Services Management
Bank Administration Institute San Jose State University School of Business
Past President and Director Past Director
YMCA of San Joaquin County ABA Routing Number Committee
Finance Committee Chairperson Past voting member
Director