DEF 14A of Bank of Marin Bancorp
Filed Apr 16, 2025 · FY20240001558370-25-004880
Corporate Secretary
| PROXY SUMMARY | 2 | | PROPOSAL NUMBER 1• ELECTION OF DIRECTORS | 4 | | BOARD OF DIRECTORS | 5 | | DIRECTOR COMPENSATION | 16 | | CORPORATE GOVERNANCE | 17 | | DIRECTOR INDEPENDENCE | 17 | | BOARD MEETINGS AND COMMITTEES | 17 | | INDEBTEDNESS AND OTHER TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS | 19 | | BOARD LEADERSHIP STRUCTURE | 19 | | BOARD’S ROLE IN RISK OVERSIGHT | 19 | | SHAREHOLDER OUTREACH | | | EXECUTIVE COMPENSATION | 23 | | EXECUTIVE OFFICERS | 23 | | COMPENSATION DISCUSSION AND ANALYSIS | 27 | | COMPENSATION COMMITTEE REPORT | 37 | | SUMMARY COMPENSATION TABLE | 38 | | CEO PAY RATIO | 38 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 40 | | SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN | 42 | | NONQUALIFIED DEFERRED COMPENSATION | 43 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 43 | | EMPLOYMENT CONTRACTS | 46 | | EMPLOYEE STOCK OWNERSHIP PLAN AND 401(K) PLAN | 46 | | INCENTIVE BONUS PLAN | 46 |
Overview of Director Nominees
Overview of Director Nominees
Overview of Director Nominees
| | | | Director | | Committees | | | | Name and Primary Occupation | | Age | Since | Independent | C | A | NG | | | Nicolas C. Anderson CEO, ArcherHall | 40 | 2021 | ✓ | ● | CH | ● | | | Russell A. Colombo Former President and CEO, Bank of Marin & Bank of Marin Bancorp | 72 | 2006 | ✓ | | | | | | Charles D. Fite President, Fite Development Company | 67 | 2021 | ✓ | ● | | ● | | | Cigdem F. Gencer Independent Consultant, Founder & Executive Coach, Fazilet Consulting | 57 | 2023 | ✓ | | ● | | | | James C. Hale Founder & Advisor, Columbus Strategic Advisors, LLC; Founder & Partner Emeritus, Financial Technology Ventures | 73 | 2014 | ✓ | ● | ● | ● | | | Kevin R. Kennedy Kevin Kennedy, LLC | 58 | 2013 | ✓ | ● | | | | | Timothy D. Myers President & Chief Executive Officer | 54 | 2021 | | | | | | | Joel Sklar, MD Executive Consultant, Marin Health Medical Center | 75 | 1989 | ✓ | CH | | | | | Brian M. Sobel Principal Consultant, Sobel Communications | 70 | 2001 | ✓ | | | ● | | | Secil Tabli Watson Independent Consultant | 53 | 2021 | ✓ | ● | ● | CH |
Overview of Director Nominees
CH = Chair ● = Member Committees: C = Compensation A = Audit NG = Nominating and Governance
Overview of Director Nominees
| Bank of Marin Bancorp 2025 Proxy Statement | 3 |
Overview of Director Nominees
| Proposal Number 1 Election of Directors At the Annual Meeting ten (10) directors of the Company are to be elected to serve until the next Annual Meeting of Shareholders and until their successors are elected and qualified. All of the nominees are currently members of the Board of Directors. The Bylaws of the Company provide for not fewer than nine (9) or more than seventeen (17) directors. By resolution, the Board of Directors has fixed the number of directors at ten (10), effective as of the Annual Meeting. | ✓ The Board recommends a vote FOR each nominee for Director |
Overview of Director Nominees
| | Anderson | Colombo | Fite | Gencer | Hale | Kennedy | Myers | Sklar | Sobel | Watson | | Skills and Experience | | | | | | | | | | | | Industry | | ● | ● | ● | ● | | ● | | ● | ● | | Regulated Industries | | ● | ● | ● | ● | | ● | | ● | ● | | Chief Executive Officer Experience | ● | ● | ● | | ● | | ● | | | | | Financial Expertise | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | Public Policy | | | | | | ● | | | ● | | | Public Company Board Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Information Technology/Cybersecurity | ● | | | | ● | | | | | ● | | Environmental, Social and Governance | | | | | | ● | | | ● | ● |
Overview of Director Nominees
The persons named below are nominated by the Board of Directors and, unless the shareholder marks the proxy to withhold the vote, the enclosed proxy, if returned and not subsequently revoked, will be voted in favor of their election as directors. If for any reason any such nominee becomes unavailable for election, the proxy holders will vote for such substitute nominee as may be designated by the Board of Directors. The proxy holders reserve the right to cumulate votes for the election of directors and to cast all of such votes for any one or more of the nominees, to the exclusion of the others, and in such order of preference as the proxy holders may determine in their discretion if cumulative voting is involved as described above under “Voting Rights.”
Overview of Director Nominees
| 4 | Bank of Marin Bancorp 2025 Proxy Statement |
Overview of Director Nominees
The following table sets forth the names of the persons nominated by the Board of Directors for election as directors and certain additional information as of April 2, 2025, including biographical information, qualifications, business experience and directorships with other public companies of each nominee covering at least the last five years.
Overview of Director Nominees
| Nicolas C. Anderson | | Director Since: 2021 | | Director Age: 40 Board Committees: ● Audit (Chair) ● Compensation ● Nominating and Governance | Career Highlights ● Mr. Anderson was appointed to the Board in August 2021 following the acquisition of American River Bankshares, where he had served as a Director for three years. ● He currently serves on the Nominating and Governance Committee and the Compensation Committee and in March 2024 he began serving as chair of the Audit Committee. ● Mr. Anderson has also served on the Bank’s Asset/Liability and Wealth Management and Trust Services Committees. ● He serves as CEO of ArcherHall, a company that provides digital evidence and data management services to law firms. ● At ArcherHall, Mr. Anderson has led the transformation of the company from a legal photocopier to one of the largest independent digital forensics and e-discovery companies in the United States. ● Mr. Anderson also serves on the board of directors of McGrath RentCorp (NASDAQ: MGRC). ● He is involved in a variety of community-based organizations, including the California Innocence Project and the Sacramento Federal Judicial Library and Learning Center Foundation. | Qualification We believe Mr. Anderson’s strong educational background, financial and investment experience and his experience as a director at another financial institution well qualify him to serve on our Board. |
Overview of Director Nominees
| Bank of Marin Bancorp 2025 Proxy Statement | 5 |
Overview of Director Nominees
| Russell A. Colombo | | Director Since: 2006 | | Director Age: 72 | Career Highlights ● Mr. Colombo served as President, CEO and Director from July 2006 through May 2021, at which point he relinquished the President role and continued in the role of CEO and Director. ● Mr. Colombo retired from the Bank in October 2021 and continues to serve as Director. ● He currently serves on the Bank’s Asset/Liability Committee and is a past member of the Executive Committee and the Bank’s Wealth Management and Trust Services Committee. ● Mr. Colombo joined Bank of Marin in March 2004 as Executive Vice President and Branch Administrator and was appointed Executive Vice President and Chief Operating Officer in July 2005. ● On July 1, 2006, he assumed the position of President and Chief Executive Officer. ● Mr. Colombo has over forty-six years of banking experience including positions as Senior Vice President and Group Manager of the San Francisco office of Comerica Bank and as Senior Vice President and Regional Manager during his nineteen-year career with Union Bank of California. ● Mr. Colombo is a Board member of California Bankers Association, past Chairman of Western Independent Bankers Association and former member of its Executive Committee. ● He also served on the Community Depository Institutions Advisory Council of the San Francisco Federal Reserve Bank from 2019 to 2021. ● Mr. Colombo was a Regent of Hanna Boys Center for fifteen years until leaving the Board in 2017 and is currently Chairman of the Citizens Oversight Committee of Sonoma-Marin Area Rail Transit (SMART). | Qualification Based on his proven exemplary leadership of the Company throughout his tenure as President and CEO, and his extensive knowledge of the financial markets in which the Company serves, we believe Mr. Colombo is well qualified to serve on our Board. |
Overview of Director Nominees
| 6 | Bank of Marin Bancorp 2025 Proxy Statement |
Overview of Director Nominees
| Charles D. Fite | | Director Since: 2021 | | Director Age: 67 Board Committees: ● Compensation ● Nominating and Governance | Career Highlights ● Mr. Fite was appointed to the Board in August 2021 following the acquisition of American River Bankshares, where he served as a Director for twenty-eight years and Chairman of the Board for twenty years. ● He currently serves on the Compensation Committee, the Nominating and Governance Committee and the Bank’s Asset/Liability Committee and is a past member of the Executive Committee and the Bank’s Wealth Management and Trust Services Committee. ● Mr. Fite is a third-generation real estate developer and was named President of Fite Development Company in 1980. He is also a licensed real estate broker and a licensed contractor in California and Nevada. ● Mr. Fite is the Immediate Past President of Sacramento’s Region Business Association, the region’s leading champion for economic growth and job creation, and he served as Chairman of the Commercial Builders Council of the Building Industry Association of Superior California. ● Until its closure, he served as Chairman of the Board of American River Bankshares Foundation, which was committed to supporting organizations that created opportunity and provided physical and emotional well-being for the most vulnerable women and children in the Greater Sacramento, and Sonoma and Amador County regions. ● Mr. Fite has also served as President or Chair of a number of non-profit organizations, including FamiliesFirst, the largest Foster Care agency in California and Sacramento Country Day School. | Qualification We believe Mr. Fite’s business acumen, leadership and knowledge of the commercial real estate market and his high level of understanding of the Board’s roles and responsibilities based on his service on another bank board well qualify him to serve on our Board. |
Overview of Director Nominees
| Bank of Marin Bancorp 2025 Proxy Statement | 7 |
Overview of Director Nominees
| Cigdem F. Gencer | | Director Since: 2023 | | Director Age: 57 Board Committee: ● Audit | Career Highlights ● Ms. Gencer joined the Board in October 2023. She is a member of the Audit Committee and serves as the Chair of the Bank’s Wealth Management and Trust Services Committee. Ms. Gencer adds extensive leadership and financial services experience to the Board. ● Throughout her career, she has developed and executed transformative growth, expansion, and investment strategies for organizations, including international expansion efforts. ● For nearly two decades, Ms. Gencer served as executive vice president at a Fortune 500 financial institution where she served as head of international human resources, head of enterprise data strategy and analytics in the Chief Data Office, and chief financial officer, chief operating officer, and regional sales director for its Wealth Management division. ● Her experience also includes serving as a management consultant in the financial services sector and chief financial officer at Intrax, Inc. In 2021, Ms. Gencer pursued her passion of helping professionals and teams accelerate their success and founded Fazilet Consulting—an executive coaching and organizational consulting firm—in which she also serves as an executive coach. ● A resident of San Francisco, Ms. Gencer is the Board Chair of San Francisco-Marin Food Bank. ● She has served as a lecturer for the Women in Leadership Program in the College of Business and Economics at California State University, East Bay, as well as a leadership coach for the executive MBA students at her alma mater, The Wharton School of the University of Pennsylvania. | Qualification We believe that Ms. Gencer’s vast experience across a multitude of professional and business sectors, as well as her strong executive leadership skills, well qualify her to serve on our Board. |
Overview of Director Nominees
| 8 | Bank of Marin Bancorp 2025 Proxy Statement |
Overview of Director Nominees
| James C. Hale | | Director Since: 2014 | | Director Age: 73 Board Committees: ● Audit ● Compensation ● Nominating and Governance | Career Highlights ● Mr. Hale joined the Board in March 2014. He is former Chair of the Audit Committee and a current Audit Committee member. ● Mr. Hale is an “Audit Committee Financial Expert” as defined by the Securities and Exchange Commission. ● He also serves on the Compensation Committee and the Nominating and Governance Committee and is a past member of the Executive Committee and the Bank’s Wealth Management and Trust Services Committee. ● Beginning in August 1998, Mr. Hale founded and served as general partner and CEO of FTV Capital and its predecessor firm, FTVentures, an investment firm specializing in venture capital and private equity investments in financial technology companies worldwide. ● Mr. Hale currently serves as Founding Partner and an Advisor to the firm. Before establishing FTV Capital, Mr. Hale was a Senior Managing Partner at BancAmerica Securities (formally Montgomery Securities), where he founded the financial services corporate finance practice. ● Mr. Hale serves as a Board member of Western and Southern Insurance Company. He is a former Board member of ACI Worldwide (NASDAQ: ACIW) and former Audit Committee Chair of Mitek Systems (NASDAQ: MITK). ● Mr. Hale also served as Chairman of the Board and Audit Committee Chair of Official Payments Holdings, Inc. (NASDAQ: OPAY), a public payments company. ● He previously served as director and Audit Committee Chair of ExlService Holdings, Inc. (NASDAQ: EXLS), a publicly traded business process outsourcing company; and director of the State Bank of India (California). ● Mr. Hale has also served on boards of several private technology companies. | Qualification We believe that Mr. Hale’s forty years of management experience in the banking, payments, financial services and technology industries; his expertise and his experience as a corporate director and board chairman of other public financial services companies as well as his audit committee leadership well qualify him to serve on our Board. |
Overview of Director Nominees
| Bank of Marin Bancorp 2025 Proxy Statement | 9 |
Overview of Director Nominees
| Kevin R. Kennedy | | Director Since: 2013 | | Director Age: 58 Board Committees: ● Audit ● Compensation | Career Highlights ● Mr. Kennedy has been a director since November 2013 following the Company’s acquisition of NorCal Community Bancorp (“NorCal”) and Bank of Alameda. He is currently Chair of the Bank’s Asset/Liability Committee and serves as a member of the Audit Committee, the Compensation Committee and the Bank’s Wealth Management and Trust Services Committee. ● Mr. Kennedy has worked in the financial services industry for over thirty years. In 2004, Mr. Kennedy founded Kevin Kennedy, LLC, a company engaged in financial planning and wealth management services, and he continues to be the owner and Managing Member of the company. ● He has also been the elected City Treasurer for the City of Alameda since 2000, now serving his tenth term. ● For many years, Mr. Kennedy wrote a column on financial matters for the Alameda Journal newspaper and hosted a business show on cable television. ● He served on the Board of NorCal since 2009 and served as a member of the Loan, Audit, Compensation and Asset/Liability Committees. | Qualification We believe that Mr. Kennedy’s strong business and financial experience, his high level of understanding of the Board’s roles and responsibilities based on his service on another bank board, and his extensive knowledge of the Alameda community, well qualify him to serve on our Board. |
Overview of Director Nominees
| 10 | Bank of Marin Bancorp 2025 Proxy Statement |
Overview of Director Nominees
| Timothy D. Myers | | Director Since: 2021 | | President, CEO and Director Age: 54 | Career Highlights ● Mr. Myers has been President, CEO and Director since November 1, 2021. ● He is a past member of the Executive Committee and current member of the Bank’s Asset/Liability Committee and Wealth Management and Trust Services Committee since November 2021. ● Mr. Myers joined Bank of Marin in April 2007 as Senior Vice President and Manager of the San Francisco Commercial Banking Office. In 2013, Mr. Myers was named Senior Vice President and Commercial Banking Manager. ● In March 2015, he assumed the role of Executive Vice President Commercial Banking and in June 2020 he was named Chief Operating Officer. ● Mr. Myers was appointed President and Chief Operating Officer in May 2021, responsible for the management of Commercial Banking, Retail Banking, Centralized Operations and Technology, Wealth Management & Trust Services and Marketing. ● Mr. Myers has over two decades of experience in finance and banking – spanning small business, middle market and corporate banking. ● He began his banking career in 1998 and, prior to joining Bank of Marin, he served as a Vice President, Commercial Banking Officer for U.S. Bank, National Association and Comerica Bank. ● Mr. Myers currently serves on the Board of Side-by-Side, a San Francisco Bay Area nonprofit serving the behavioral and mental needs of vulnerable youth and their families. ● He has also served as Chairman of the Board of Edgewood Center for Children and Families. | Qualification We believe Mr. Myers’ proven leadership role with the Company and his extensive experience in relationship banking and broad industry knowledge well qualify him to serve on our Board. |
Overview of Director Nominees
| Bank of Marin Bancorp 2025 Proxy Statement | 11 |
Overview of Director Nominees
| Joel Sklar, MD | | Director Since: 1989 | | Director Age: 75 Board Committee: ● Compensation (Chair) | Career Highlights ● Dr. Sklar is a founding Director of Bank of Marin and has served on the Board since its inception in 1989. ● He served as Chairman of the Board of Bank of Marin and Bank of Marin Bancorp from July 2007 through December 2013. ● Dr. Sklar is currently Chair of the Compensation Committee. ● He has also served as Chair of the Audit, Executive and Nominating and Governance Committees. ● Dr. Sklar trained in internal medicine at U.C. Medical Center in San Diego and in cardiology at the University of Colorado Health Sciences Center and went on to found Marin Hospitalist Medical Group and Marin Medical Practice Concepts. ● Dr. Sklar recently retired as Marin General Hospital’s Chief Medical Officer and from the practice of Cardiology with Cardiovascular Associates of Marin and San Francisco, of which he was managing partner for more than twenty years. ● He currently serves as an executive consultant at Marin Health Medical Center and as a director of the California Film Institute. | Qualification We believe that Dr. Sklar’s high level of understanding of the Company and the Board’s roles and responsibilities developed during his long tenure on the Company’s Board of Directors as well as his extensive leadership experience in the Marin medical community well qualify him to serve on our Board. |
Overview of Director Nominees
| 12 | Bank of Marin Bancorp 2025 Proxy Statement |
Overview of Director Nominees
| Brian M. Sobel | | Director Since: 2001 | | Director Age: 70 Board Committee: ● Nominating and ● Governance | Career Highlights ● Mr. Sobel has been a Director since 2001 and served as Chairman of the Board of Bank of Marin and Bank of Marin Bancorp from 2015 to May 2022. ● He is a past Chair of the Compensation and Executive Committees and has served on the Audit Committee and the Bank’s Asset/Liability Committee. ● Since 1987, Mr. Sobel has been the principal consultant of Sobel Communications of Petaluma, a media and governmental relations firm. ● Mr. Sobel spent ten years as a city council member in Petaluma and has served as chair of the Sonoma County Transportation Authority, president of a nonprofit housing group, corporate officer and trustee of the Cedars Foundation of Ross, and president of the Petaluma Area Chamber of Commerce. ● He has authored two books and an anthology and prior to 1987 worked for a major corporation as a writer, training consultant and video producer. ● Mr. Sobel also served as a board member of the Golden Gate Bridge, Highway and Transportation District for fourteen years and was a two-term governor’s appointee to the 4th Agricultural District Board of Directors. ● Mr. Sobel provides political analysis for numerous media outlets, including KTVU FOX2, in the San Francisco Bay Area. | Qualification We believe that Mr. Sobel’s media relations experience and his extensive knowledge of the Company’s market area, particularly Marin and Sonoma Counties, well qualify him to serve on our Board. |
Overview of Director Nominees
| Bank of Marin Bancorp 2025 Proxy Statement | 13 |
Overview of Director Nominees
| Secil Tabli Watson | | Director Since: 2021 | | Director Age: 53 Board Committees: ● Audit ● Compensation ● Nominating and Governance (Chair) | Career Highlights ● Ms. Watson joined the Board in April 2021. ● She currently serves as Chair of the Nominating and Governance Committee, and as a member of the Compensation Committee, the Audit Committee and the Bank’s Wealth Management and Trust Services Committee. ● Ms. Watson has a consulting practice where she advises Fortune 500 and growth companies on digital and product strategy. ● She serves as an independent board member at Everi Holdings (EVRI) and is a member of the audit, compensation and nominating committees. ● Ms. Watson was an independent board member for McLaren Technology Acquisition Corp. (MLAIU) from 2021-2023, and for Landed Inc. from 2021-2023. ● She was a member of the Conservation Society of California and Oakland Zoo Board from 2014-2020, where her roles included vice chair and co-chair. ● Formerly an Executive Vice President and Head of Digital Solutions for Business at Wells Fargo, Ms. Watson transformed the bank digitally and managed key enterprise channels for customers. ● Her banking and financial technology expertise includes digital customer experience, innovations in payments and cyber-fraud, and digital transformation. ● During her 18 years at Wells Fargo, Ms. Watson was Executive Advisor to the Women’s Team Member Network and a member of the Enterprise Diversity Council. ● Ms. Watson is a lecturer on open banking and platforms and has won numerous awards for innovation in banking, including 2016 Digital Banker of the Year by American Banker. | Qualification We believe that Ms. Watson’s 30 years of expertise in digital banking and innovation, along with her 28 years of business management and consulting experience in the Bay Area, well qualify her to serve on our Board. |
Overview of Director Nominees
| 14 | Bank of Marin Bancorp 2025 Proxy Statement |
Director Compensation
Director Compensation
Director Compensation
| Compensation | 2023 | 2024 | | Board Retainer | $90,000 | $92,700 | | Chair of the Board Retainer | $25,000 | $25,500 | | Audit Committee Chair Retainer | $7,000 | $7,500 | | All Other Committee Chair Retainer | $5,500 | $6,000 |
Director Compensation
The following table sets forth certain information regarding the compensation earned by or awarded to each non-employee director who served on the Board of Directors in 2024.
Director Compensation
| | Fees earned | | | | | | | and paid in | Stock | Option | | | | | Cash | Awards | Awards | All Other | Total | | Name | ($)(1) | ($)(1) | ($) (4) | Compensation | ($) | | Nicolas C. Anderson | 48,199 | 45,651 | — | — | 93,850 | | Russell A. Colombo | 45,699 | 45,651 | — | — | 91,350 | | Charles D. Fite | 45,699 | 45,651 | — | — | 91,350 | | Cigdem F. Gencer | 34,456 | 34,394 | — | — | 68,850 | | James C. Hale | 26,009(2) | 45,651 | — | — | 71,659 | | Robert Heller | 11,254(2)(3) | 22,491 | — | — | 33,746 | | Kevin R. Kennedy | 26,475(2) | 45,651 | — | — | 72,125 | | William H. McDevitt | 70,949 | 45,651 | — | — | 116,600 | | Sanjiv S. Sanghvi | 23,191(2) | 45,651 | — | — | 68,841 | | Joel Sklar, MD | 51,449 | 45,651 | — | — | 97,100 | | Brian M. Sobel | 51,449 | 45,651 | — | — | 97,100 | | Secil T. Watson | 51,449 | 45,651 | — | — | 97,100 |
Director Compensation
| (1) During 2024, each member serving on the Bancorp Board and the Company’s Bank Board, who is not also an officer or employee of the Company received an aggregate director fee of $91,350; paid approximately $45,675 in Company stock and approximately $45,675 in cash. Compensation for service for incumbent directors is paid semi-annually in arrears in July and January. The stock-based compensation to each director was paid in Company common stock with a market value at the time of grant, with fractional shares being paid in cash. The Chairs of the Bank’s Wealth Management and Trust Services Committee and the Company’s Compensation Committee and Nominating and Governance Committee received an additional annual cash payment of $6,000. The Chairs of the Audit Committee and the Bank’s Asset/Liability Committee received an additional annual cash payment of $7,500. The Board approved an additional annual cash payment of $25,500 to the Chairman of the Board. The Compensation Committee has reviewed the additional cash payments paid to the Chairman of the Board and the committee chairs relative to the Company’s peer group, discussed further in the Compensation Discussion and Analysis. Upon this review, the Compensation Committee affirmed the annual cash payments for these services. The stock portion of the fees awarded were from the 2020 Director Stock Plan approved by shareholders at the 2020 Annual Meeting. If a director retires from the Board before earned director compensation is paid, that individual receives payment in cash rather than in stock. A Director Deferred Fee Plan, which allows members of the Board of Directors to defer the cash portion of their director compensation, went into effect on January 1, 2021, and the first deferral of their fees was in July 2021. |
Director Compensation
| (2) Mr. Kennedy elected to defer $26,475 of his cash compensation, Mr. Heller elected to defer $49,880 of his cash compensation, Mr. Hale elected to defer $24,441 of his cash compensation, and Mr. Sanghvi elected to defer $22,509 of his cash compensation under the terms of the 2021 Director Deferred Fee Plan. |
Director Compensation
| (3) Mr. Heller retired from the Board in May 2024. His compensation was pro-rated accordingly. |
Director Compensation
| (4) As of December 31, 2024, from previous non-qualified stock option awards, Mr. Hale had 29,395 exercisable shares, Mr. Heller had 7,278 exercisable shares, Mr. Sanghvi had 5,432 exercisable shares, Mr. McDevitt had 20,571 exercisable shares, and Mr. Kennedy had 16,286 exercisable shares. Mr. Colombo had 78,663 exercisable shares from awards granted during his employment with the Company. |
Director Compensation
| 16 | Bank of Marin Bancorp 2025 Proxy Statement |
Indebtedness and Other Transactions with Directors and Executive Officers
Indebtedness and Other Transactions with Directors and Executive Officers In accordance with the Nominating and Governance Committee Charter, the Nominating and Governance Committee is responsible for reviewing and acting upon all related party transactions required to be disclosed by Item 404 of Regulation S-K for potential conflicts of interest. Additionally, the Company’s Code of Ethical Conduct provides rules that restrict transactions with affiliated persons. Prior to engaging in any related party transaction, a completed questionnaire describing the nature and structure of the transaction, along with any necessary supporting documentation, is submitted to the Nominating and Governance Committee. In determining whether to approve a related party transaction, the Nominating and Governance Committee will consider, among other things, the following:
Indebtedness and Other Transactions with Directors and Executive Officers
| ● | Whether the terms of the transaction are fair to the Company; |
Indebtedness and Other Transactions with Directors and Executive Officers
| ● | Whether the transaction is material to the Company; |
Indebtedness and Other Transactions with Directors and Executive Officers
| ● | The importance of the related person to the transaction; |
Indebtedness and Other Transactions with Directors and Executive Officers
| ● | The role the related person has played in arranging the transaction; |
Indebtedness and Other Transactions with Directors and Executive Officers
| ● | The structure of the transaction; and, |
Indebtedness and Other Transactions with Directors and Executive Officers
| ● | The interests of all related persons in the transaction. |
Indebtedness and Other Transactions with Directors and Executive Officers
The Company will only enter into a related party transaction if the Nominating and Governance Committee determines that any interested director has abstained from voting on the matter and that the transaction is beneficial to the Company, and the terms of the transaction are fair to the Company. The Company is not currently engaged in any related party transactions. The Company’s subsidiary, Bank of Marin, has had and expects to have banking transactions in the ordinary course of business with some of the directors and executive officers of the Bank (and their associates), on substantially the same terms (including interest rates, collateral and repayment terms) as those prevailing at the time for comparable loans with persons not related to the Company. During 2023 no loan to any director or executive officer of the Company (or their associates) has involved more than normal risk of collectability or presented other unfavorable features. All loans to directors or executive officers would be subject to the limitations prescribed by California Financial Code Section 1360, et seq. and applicable federal law and regulations.
Compensation Discussion and Analysis
Compensation Discussion and Analysis This section addresses the compensation programs, philosophy and objectives, of the Bank of Marin Bancorp and its banking subsidiary, Bank of Marin (collectively in this section, the “Company”), including the process for making compensation decisions, the roles of the Board of Directors, the Compensation Committee (in this section, the “Committee”), and management in the design of such programs, and its 2024 executive compensation components. This section also addresses the factors most relevant to understanding the Company’s compensation programs and what they are designed to reward, including the essential elements of compensation, the reasons for determining payment of each element of compensation, and how each compensation element fits into the Company’s overall compensation objectives and affects decisions regarding other compensation elements. Executive Summary The Committee of the Board of Directors establishes and administers the compensation and benefit programs for Named Executive Officers, the persons identified in the Summary Compensation Table which follows. In addition, the Committee is responsible for administering other company-wide compensation and benefits plans for all employees. The Committee consists entirely of independent directors. The Committee carefully considers the components of the executive compensation programs to attract and retain high quality Named Executive Officers and to incent the behavior of Named Executive Officers to create shareholder value and accomplish the Company’s strategic goals. The Committee engages independent consultants from time to time and considers the compensation programs of peer financial institutions to ensure that the Company’s compensation programs are competitive with market practices. The Committee’s philosophy, practices and policies have been developed over a number of years and have not historically been subject to sweeping, material changes. At the 2024 annual meeting of shareholders, the Company included an advisory vote to approve executive compensation, providing shareholders with an opportunity to communicate their views on the Company’s executive compensation program. The Company’s executive compensation was approved by approximately 86% of the shares voted. The Committee considered the results of this vote in setting executive compensation for 2025 and concluded that the support of the Company’s compensation program indicates that shareholders generally concur with the Company’s alignment of compensation and performance. At the 2023 Annual Meeting of Shareholders, the shareholders held, by majority vote, for a one-year frequency of the non-binding, advisory vote on executive compensation. While the frequency vote was non-binding, the Board of Directors has made the decision to continue to include the advisory vote to approve executive compensation annually. Shareholder outreach and feedback is a critical component of our investor relations philosophy, and, in 2024, we continued to maintain a regular dialogue with our shareholders. Throughout the year, we engaged in conversations and meetings, including sell-side conferences, non-deal road shows and in-person or telephonic one-on-one meetings with our shareholder base. Philosophy The Company’s executive compensation programs are designed to attract and retain high quality officers that are critical to its long-term success. The Company’s Board of Directors and management believe that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, which aligns Named Executive Officers’ interests with those of the shareholders by rewarding performance above established goals, with the ultimate goal of improving shareholder value without rewarding undue short-term risk-taking. This is achieved by utilizing a combination of short-term cash incentives, paid annually, and long-term equity incentives, which vest over a three-year period and include performance-based vesting metrics. The Committee engages independent national human resources consulting firms to periodically conduct a review of the Company’s total compensation programs. During these periodic reviews, each component of total compensation is compared against a regional peer group that is similar to the Company in asset size, geography and performance. (For details, see “Compensation Consultants” and “Peer Group Review” herein.) In 2022, the Committee adopted a new peer group to be used in 2022, 2023, and 2024. The 2022 peer group was made up of major exchange publicly traded banks in the Western states, including Hawaii, with total assets between $2 billion and $10 billion.
Compensation Discussion and Analysis
The Committee’s compensation philosophy is to target base salaries at or near the median (50th percentile) and to pay total compensation (including annual cash incentives, long-term equity incentives, and benefits) at the 50th percentile of the regional peer group, with variation based on individual experience and individual and Company performance. The Company believes paying total compensation between the 50th and 75th percentile for above-average performance is critical for attracting and retaining the qualified executives it needs to achieve its business objectives. Overall, compensation paid to Company executives is believed to be competitive with market practices. Base compensation levels for Named Executive Officers are established based on market data and are adjusted based on individual performance and experience. Annual incentives, including performance-based bonuses and long-term equity awards, are based on both Company and/or individual performance objectives, which include asset and revenue growth targets, deposit growth targets, profitability targets, credit quality metrics, identification and execution of strategic opportunities, and core earnings performance. It is the Committee’s desire to remove as much discretion as possible from the incentive-based compensation in favor of a metrics-based program. Business Highlights Results for 2024 were significantly impacted by the Company’s strategic balance sheet repositioning which included the sale of $325.2 million in low yielding investment securities at a $32.5 million pre-tax loss, the payoff of high-cost borrowings and the purchase and origination of higher yielding loans and securities. In addition, the Company took actions to reduce operating expenses in 2024, which positively impacted its results later in the year. The Company believes the strength of its balance sheet, and positive trends in its net interest margin and operating leverage are key factors that improved results in the second half of the year and should improve the financial performance in the year ahead. Adjusting for the loss on the sale of securities in the second quarter, the Bank’s financial performance improved during the second half of 2024 due to the benefits from the securities repositioning as well as reductions in the cost of deposits. These actions led to an improvement in the tax-equivalent net interest margin from 2.52% in the second quarter to 2.80% in the fourth quarter of 2024. As a result, securities loss-adjusted metrics including pre-tax pre-provision net income, net income, and return on assets improved during the second half of 2024.
Compensation Discussion and Analysis
In addition, recommendations by the CEO and the Director of Human Resources for the grant of equity awards to Named Executive Officers under the Company’s equity compensation plan are submitted to the Committee for approval and are based on Named Executives Incentive Equity opportunity and the Company’s financial performance relative to that year’s financial performance goals. Role of the Compensation Committee The Committee periodically reviews the compensation levels of the Board of Directors. In its review, the Committee looks to ensure that the compensation is fair, reasonably competitive and commensurate to the responsibilities of both the individual directors as well as the Board in the aggregate. Additionally, the Committee specifically takes into consideration the Directors’ adherence to the Company’s Director Stock Ownership Guidelines when reviewing compensation. The Committee has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Committee ensures that the total compensation paid to Named Executive Officers is fair, reasonable and competitive and that the types of compensation and benefits provided to the Named Executive Officers are similar to comparable executives within an established peer group. The Committee is also responsible for the review and approval of Company goals and objectives relevant to the compensation, including the incentive awards, of the Company’s CEO, to evaluate the performance of the CEO in light of the goals and objectives and to determine and approve the CEO’s compensation levels based on this evaluation. The Committee reviews compensation levels for the other Named Executive Officers, including the CEO’s recommendations on annual bonus and salary increases for Named Executive Officers and makes final determinations and approvals. Additionally, the Committee reviews and approves the grant of equity awards to assure that the Committee considers all elements of proposed compensation. To achieve these goals and objectives, the Committee expects to maintain compensation plans that create an executive compensation program that is set at competitive levels of comparable public financial services institutions with comparable performance. The Committee has followed certain fundamental objectives to ensure the effectiveness of the Company’s compensation strategy. These objectives include the following: Internal and external fairness. The Committee recognizes the importance of perceived fairness both internally and externally of compensation practices. The Committee has evaluated the overall economic impact of the Company’s compensation practices and, when deemed necessary, has consulted with independent outside advisors in the evaluation of contractual obligations and compensation levels. Performance-based incentives. The Company has established financial incentives for executives who meet certain objectives, which thereby assist the Company in meeting its long-term growth and financial goals. Shareholder value and long-term incentives. The Committee believes that the long-term success of the Company and its ability to consistently increase shareholder value is dependent on its ability to attract and retain skilled executives. The Company’s compensation strategy encourages equity-based compensation to align the interests of management and shareholders. Full disclosure. The Committee seeks to provide full disclosure to the members of the Board of Directors of the Company of the compensation practices and issues to ensure that all directors understand the implications of the Committee’s decisions. The Committee has reviewed the compensation practices of peers and considered management’s individual efforts for the benefit of the Company and has reviewed various subjective measures in determining the adequacy and appropriateness of the compensation of Named Executive Officers. The Committee takes into account the performance of the Named Executive Officers and recognizes that the competition among financial institutions for attracting and retaining executives has become more intense in the past few years. The Committee takes such market considerations into account to ensure that the Company is providing appropriate long-term equity incentives to enable it to continue to attract new executives and to retain the ones it already employs. General economic conditions and the past practice of the Company are also factors that are considered by the Committee. Further, the Committee specifically takes into consideration:
Compensation Discussion and Analysis
| ● | Double-trigger Change in Control Severance Payments |
Compensation Discussion and Analysis
| ● | Absence of any gross-ups in any of the incentive programs |
Compensation Discussion and Analysis
| ● | Clawback Policy in our performance-based incentive plan |
Compensation Discussion and Analysis
The Committee has established various processes to assist in ensuring that the Company’s compensation program is achieving its objectives. Among these are: Assessment of Company Performance. In establishing total compensation ranges, the Committee uses company performance measures, including net income, asset growth, earnings per share, return on assets, asset quality, and efficiency ratio in two ways: to gauge generally the overall Company performance relative to peer companies and to gauge generally the overall Company performance against the Company’s own strategic objectives. These specific performance targets provide guidance for a view of general Company performance, which is then utilized as one element in determining overall compensation ranges. Assessment of Individual Performance. Individual performance has a strong impact on the compensation of all employees, including the CEO and the other Named Executive Officers. For the Named Executive Officers, the Committee receives a performance assessment and compensation recommendation from the CEO, other than for himself, and also exercises its judgment based on the Board’s interactions with its Named Executive Officers. As with the CEO, the performance evaluation of these Named Executive Officers is based on his or her contribution to the Company’s performance, and other leadership accomplishments. Total Compensation Review. The Committee reviews each Named Executive Officer’s base pay, bonus, and equity award compensation annually. In addition to these primary compensation elements, the Committee reviews the perquisites and other compensation and payments that would be required under various severance and change-in-control scenarios. Following the 2024 review, the Committee determined that these elements of compensation were reasonable in the aggregate. Compensation Consultants Pearl Meyer & Partners (“Pearl Meyer”), a large independent compensation consulting firm, has been engaged by the Committee as its independent advisor on compensation matters. After the Committee’s review of applicable rules for independence, the Committee determined that there are no known conflicts of interest between Pearl Meyer and its affiliates and the Company and its affiliates. Pearl Meyer reports directly to the Committee and does not provide services to, or on behalf of, any other part of the Company’s business. The major services provided by Pearl Meyer include: 1) review of the Company’s then current peer group, 2) recommendations to the Committee to refine the peer group based on the Company’s and peers’ size, 3) comprehensive review of the Company’s executive compensation programs, 4) comprehensive review of the Company’s non-employee director compensation program, and 5) review of the Company’s 2022 target total direct compensation levels provided to the Company’s Named Executive Officers and non-employee directors, as well as the Company’s financial performance relative to the selected peer group to make recommendations to the Committee. The analysis and review performed by Pearl Meyer in 2022 were used in 2024 in setting executive compensation programs. During 2024, Pearl Meyer provided minor, additional consulting activities, including reviewing the Company’s performance relative to peers, incentive metrics and executive retirement plan options. Peer Group Review and Market Study When reviewing each compensation component for the Named Executive Officers, the Committee considers the compensation practices of specific peer companies whose asset size, geography and performance are comparable to the Company. In 2022, the Committee adopted an updated peer group to be used for informing compensation decisions in 2023 and 2024. The 2022 peer group was made up of major exchange publicly traded banks in the Western states, including Hawaii, with total assets between $2 billion and $10 billion.
Compensation Discussion and Analysis
The median assets at 2024 fiscal year end for the peer group was $4.12 billion as compared to Bank of Marin’s $3.70 billion. Comparisons to the Peer Banks in this discussion are based on the 2022 Peer Banks. The Committee evaluated executive compensation to like positions in the 2022 Peer Banks in setting 2024 compensation. Based on this evaluation and Pearl Meyer’s analysis of the Company’s compensation programs relative to the peer group, the Committee approved the following executive compensation structure:
Compensation Discussion and Analysis
| ● | Target executive base compensation near the 50th percentile of the peer group, as established in 2024, which reflects a minor de-emphasis on base compensation with more focus on incentive opportunity. |
Compensation Discussion and Analysis
| ● | Maximum incentive opportunity in 2024 was placed at 200% of the target incentive for both short term and long-term performance incentives and 50% for threshold performance. |
Compensation Discussion and Analysis
Executive Compensation Components For the fiscal year ended December 31, 2024, the principal components of compensation for Named Executive Officers were i) base salary, ii) performance-based bonuses, iii) equity awards and iv) perquisites and other plans and benefits. The Company’s policies and practices for each of the principal compensation components are explained in the following paragraphs. Base Salary Base salary is established based on market data and is adjusted based on individual performance and experience. Performance-Based Incentives The Company provides annual cash incentive award opportunities for eligible employees, through the use of the Annual Individual Incentive Compensation Plan (the “Incentive Plan”). The Incentive Plan allows for performance-based bonuses for Named Executive Officers that are based on the overall performance of the Company and on goals specific to the executive’s area of responsibility. The following table shows the bonus potential expressed as a percentage of base salary that may be earned in the Incentive Plan under three scenarios: Threshold Performance, Target Performance and Maximum Performance, and then shows the relative split between Bankwide performance goals versus individual performance metrics by Named Executive Officer that must be met under the Incentive Plan.
Compensation Discussion and Analysis
| Bankwide Results | % Weight | Performance Results | Result as % of Target | Weighting | | Core Pre-tax Pre-provision Net Income | 30.00% | $24,024,000 | 88.08% | 26.42% | | Core Return on Assets | 20.00% | 0.38 | 61.11% | 12.22% | | Core Non-Interest Expense | 10.00% | ($81,818,000) | 133.63% | 13.36% | | Total Loan Growth | 25.00% | below threshold | - | - | | Total Deposit Growth | 15.00% | below threshold | - | - | | | | Overall Payout on Bankwide Results: | | 52.01% |
Compensation Discussion and Analysis
In 2024 the Company sold $325 million in available-for-sale securities (AFS) as part of a strategy designed to improve future earnings, drive earnings per share (EPS) growth, and increase its return on assets and equity. The sale resulted in an estimated after-tax loss of approximately $23 million. The one-time expense related to this sale was excluded from the bank results for purposes of determining NEO short term incentive payouts. Please see the table below for the reconciliation of GAAP and Non-GAAP results. The Committee also reviewed the individual performance objectives and achievement and determined the payout as a percentage of the individual component of the annual incentive for the NEOs averaged 61.50%. In addition to the bonuses earned from the plan by each NEO, the Committee awarded discretionary bonuses to Ms. Stewart, Mr. Bloom and Ms. Campbell for exceptional work that was not fully reflected in the performance metrics. Specifically, Ms. Stewart significantly contributed to the implementation of the Bank’s new loan origination system and directly impacted the overall improvement of the underlying credit risk in the bank’s loan portfolio, particularly with the portfolio of non-performing assets. Mr. Bloom contributed to the successful adoption of the Bank’s new loan origination system and made significant strides toward positioning the Bank’s lending teams for growth through hiring, training, and creating an environment of growth. Ms. Campbell significantly contributed to margin and profit expansion through proactive new deposit gathering and rate management, and a reduction in facility costs. After determining the payouts under the annual incentive, including the discretionary amounts, the average total payout for the NEOs was 64.75% of the target annual incentive awards. The Committee also approved an exception to the incentive plan gate.
Compensation Discussion and Analysis
Clawback Provision for Performance-Based Incentives The clawback provision provides that if financial results are significantly restated due to negligence, fraud or intentional misconduct, there may be recoupment of the amounts paid in excess of amounts otherwise earned. Equity Awards The purposes of equity awards are to allow executives to share in the growth and prosperity of the Company, to retain executives over the long term and to maintain competitive levels of total compensation. For 2024, the Committee determined to grant a blend of 50% performance-based restricted stock (Performance Shares) and 50% time-vested restricted stock (Restricted Shares). This reflects the Committee’s commitment to focusing on pay for performance, incentivizing executives to achieve superior financial results and create shareholder value, while also providing sufficient retention incentives.
Compensation Discussion and Analysis
| Restricted Shares | Myers | Girton | Bloom | Campbell | Stewart | | Percentage of Salary | 30.00% | 15.00% | 15.00% | 15.00% | 15.00% | | Performance Shares Opportunity | Myers | Girton | Bloom | Campbell | Stewart | | Threshold | 15.00% | 7.50% | 7.50% | 7.50% | 7.50% | | Target | 30.00% | 15.00% | 15.00% | 15.00% | 15.00% | | Maximum | 60.00% | 30.00% | 30.00% | 30.00% | 30.00% |
Compensation Discussion and Analysis
For the 2024 performance equity award, all of the metrics are based on a comparison of relative performance to peers, based on the ending percentile ranking of the Company. For 2024, each measure required at or above median performance to earn the target number of shares. Achievement at maximum performance results in 200% of target shares earned for each metric after application of the metric weighting, and achievement at threshold performance results in 50% of target shares earned for each metric. March 2024 Performance Share Metrics (three-year performance period 2024 through 2026, vesting in 2027):
Compensation Discussion and Analysis
| Performance Shares Metrics | Weight | Threshold | Target | Maximum | | Return on Average Assets - Percentile to Peers | 25.00% | 40th | 50th | 75th | | Diluted EPS Growth Year over Year - Percentile to Peers | 25.00% | 40th | 50th | 75th | | Efficiency Ratio - Percentile to Peers | 15.00% | 40th | 50th | 75th | | Non-Performing Assets over Average Assets - Percentile to Peers | 35.00% | 40th | 50th | 75th |
Compensation Discussion and Analysis
For the 2021 performance equity award, all of the metrics were based on a comparison of relative performance to peers, based on the ending percentile ranking of the Company. The 2021 performance equity award vested in 2024 at 43.84% of target. The 2021 – 2023 performance period metrics were:
Compensation Discussion and Analysis
| Performance Shares Metrics | Weight | Threshold | Target | Maximum | Result | | Return on Average Assets - Percentile to Peers | 25.00% | 40th | 50th | 75th | Below Threshold | | Diluted EPS Growth Year over Year - Percentile to Peers | 25.00% | 40th | 50th | 75th | Below Threshold | | Efficiency Ratio - Percentile to Peers | 15.00% | 40th | 50th | 75th | Below Threshold | | Texas Ratio - Percentile to Peers | 17.50% | 40th | 50th | 75th | 58th | | Non-Performing Assets to Average Assets - Percentile to Peers | 17.50% | 40th | 50th | 75th | 54th |
Compensation Discussion and Analysis
Employee Stock Ownership Plan The Company also provides an Employee Stock Ownership Plan (the “ESOP”). Annually, the Company may make discretionary contributions of shares of common stock to the ESOP. The decision normally is based on the Company’s financial performance and condition. The purposes of the ESOP are to include all eligible employees in the ownership of the Company, to provide them with compensation that is free from current income tax and to accumulate benefits for retirement. Stock is awarded as a percentage of eligible cash compensation. Executives receive the same percentage as all other employees, up to the IRS limits. Deferred Compensation Plan The Company sponsors an unsecured, non-qualified plan known as the Deferred Compensation Plan, which allows Named Executive Officers and certain other highly compensated employees to defer all or a portion of their base salary and/or bonus. Balances in the plan receive earnings, all of which are described in the “Nonqualified Deferred Compensation” table of this Proxy Statement. Other than earnings accruals, all credits to the Deferred Compensation Plan represent a Named Executive Officer’s compensation previously earned and deferred; the Company does not provide any matching or similar credits. The plan was designed to allow Named Executive Officers to defer some of their current income to help them with tax planning, and to assist the Company in attracting and retaining top executives by providing retirement benefits that are competitive within the Company’s peer group. Supplemental Executive Retirement Plan The Company also sponsors the Bank of Marin Supplemental Executive Retirement Plan. This plan allows named executives with the title of Executive Vice President and above who contribute materially to the continued growth, development and future business success of the Company, to receive a supplemental income at retirement. As this type of plan is commonly offered among the Company’s peers, the inclusion of this benefit enhances the Company’s compensation program allowing the Company to recruit, retain and reward key decision makers of the Company. See “Supplemental Retirement Plan for Named Executive Officers” herein for more information on this plan. Change in Control Agreements The Company provides Named Executive Officers and other senior officers with agreements that provide for certain specified benefits upon a change in control of the Company. These agreements are very useful tools that help the Company retain its key employees, including the Named Executive Officers, by providing those executives some certainty in compensation in the event the Company were to be sold, and also helps to ensure that the Company will have the benefit of their services through the pendency of any merger. Such agreements are particularly necessary in an industry such as ours, where there has been considerable consolidation over the last ten years. See “Potential Payments upon Termination or Change in Control” herein for detailed information about these agreements, including a description of payout amounts under a hypothetical change in control of the Company as of the last business day of 2024. Compensation Risk Assessment In determining the level of risk arising from the Company’s compensation policies and practices, a thorough review and risk assessment evaluation of the Company’s compensation plans for all employees, as well as the overall compensation philosophy was conducted. The Committee evaluated the form and mix of compensation, controls and process, and the Company’s business strategies. The Committee has concluded that the Company’s compensation arrangements do not encourage employees to take unnecessary and excessive risks.
Summary Compensation Table
Summary Compensation Table The following table sets forth summary compensation information for the President and Chief Executive Officer, Chief Financial Officer and each of the other four most highly compensated Named Executive Officers as of the end of the last fiscal year. Tani Girton served as Chief Financial Officer through 2024, and therefore is included in the compensation tables below. Effective January 2, 2025, David Bonaccorso assumed the role of Chief Financial Officer. Bonus amounts were earned in the year shown and paid in the first quarter of the following year.
Summary Compensation Table
| | | | | Option | Stock | | | | | | Salary | Bonus | Awards | Awards | Other | Total | | Name | Year | ($) | ($) | ($) | ($) | ($)(1) | ($) | | Timothy D. Myers | 2024 | 647,251 | 252,656 | — | 299,273 | 168,349 | 1,367,529 | | President & CEO | 2023 | 558,752 | 109,401 | — | 272,031 | 189,624 | 1,129,808 | | | 2022 | 500,000 | 334,004 | 38,458 | 255,957 | 143,626 | 1,272,044 | | Tani Girton | 2024 | 382,539 | 101,738 | — | 98,236 | 105,185 | 687,698 | | EVP & Chief Financial Officer | 2023 | 371,397 | 56,583 | — | 107,319 | 101,775 | 637,074 | | | 2022 | 346,714 | 156,835 | 26,112 | 160,009 | 104,621 | 794,291 | | David Bloom | 2024 | 321,276 | 86,820 | — | 14,027 | 215,351 | 637,474 | | EVP & Head of Commercial Banking | 2023 | 124,596 | 100,000 | — | 156,537 | 131,606 | 512,739 | | | 2022 | — | — | — | — | — | — | | Brandi Campbell | 2024 | 319,630 | 79,622 | — | 74,378 | 89,181 | 562,811 | | EVP & Head of Retail Banking | 2023 | 281,188 | 43,547 | — | 81,265 | 84,164 | 490,164 | | | 2022 | 262,500 | 112,539 | 14,198 | 96,815 | 60,285 | 546,338 | | Nicolette Sloan (2) | 2024 | 217,933 | — | — | 88,162 | 17,964 | 324,059 | | EVP & Head of Growth & Strategy | 2023 | 333,376 | 39,876 | — | 96,320 | 81,979 | 551,551 | | | 2022 | 319,770 | 130,998 | 15,943 | 114,562 | 83,485 | 664,758 | | Misako Stewart | 2024 | 331,329 | 100,128 | — | 85,097 | 107,149 | 623,703 | | EVP & Chief Credit Officer | 2023 | 321,678 | 65,048 | — | 92,937 | 99,486 | 579,149 | | | 2022 | 308,550 | 142,918 | 9,920 | 100,899 | 98,784 | 661,071 |
Summary Compensation Table
| (1) The “Other” column includes perquisites and personal benefits, such as car allowances, provided to the Named Executive Officers. Each of the above Named Executive Officers received less than $11,000 of aggregate perquisites and personal benefits, except Mr. Myers who received an auto allowance of $14,400. The “Other” column also includes special bonuses, matching contributions to the 401(k) Plan, profit sharing contributions to the Employee Stock Ownership Plan, imputed income on life insurance paid by the Company, imputed income on long term care insurance paid by the Company, dividends paid on unvested restricted stock, interest paid on the Deferred Compensation Plan and the prorated account value increase attributable to the Supplemental Executive Retirement Plan. Of those, Mr. Myers received $5,000 of matching 401(k) contributions, $14,236 of profit-sharing contributions to the Employee Stock Ownership Plan, $145,249 of unvested restricted stock dividends, and $89,464 of the pro-rated account value increase attributable to the Supplemental Executive Retirement Plan. Ms. Girton received $5,000 of matching 401(k) contributions, $14,236 of profit-sharing contributions to the Employee Stock Ownership Plan, $11,923 of unvested restricted stock dividends, $23,788 of interest paid on the Deferred Compensation Plan, and $43,038 of the pro-rated account value increase attributable to the Supplemental Executive Retirement Plan. |
Summary Compensation Table
| (2) Ms. Sloan’s employment was terminated on July 19, 2024. |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we have calculated the pay ratio between Chief Executive Officer (“CEO”), Timothy D. Myers, and the median annual total compensation of our employees. The Company believes that the ratio of pay included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As of December 31, 2024: The median annual total compensation of all employees of our company (other than the CEO) was $123,476; and the annual total compensation of our CEO was $1,392,768, including non-discriminatory benefits.
CEO Pay Ratio
| 38 | Bank of Marin Bancorp 2025 Proxy Statement |
CEO Pay Ratio
Based on this information, for 2024 the ratio of the annual total compensation for our CEO to the median of the annual total compensation of our employees was 11 to 1. Methodology This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Median Employee Identification and Compensation Calculation For purposes of determining the compensation paid to the employees under consideration, we used earnings subject to Medicare tax as reported in Box 5, ‘‘Medicare wages and tips’’ on each employee’s 2023 Form W 2. This group includes full-time, part-time and temporary workers. We did annualize the compensation of anyone who was employed by us for only part of the year. SEC rules permit determination of the median employee once every three years. The median employee was determined in 2023. December 31, 2023 was the date selected to identify the “median employee” because our employee base does not materially change at any point during the year. Once we identified our median employee, we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The median employee’s total compensation for 2023 consisted of the following elements: base wages plus overtime, an annual cash incentive earned in 2023 and paid in February 2024, change in pension SERP value, contributions to the Employee Stock Ownership Plan and matching contributions into the 401(k) plan. We also include the value of any non-discriminatory benefit plans in the total compensation amount. CEO Compensation Calculation We then calculated our CEO’s annual total compensation using the same approach to determine the pay ratio shown above. As stated earlier in this discussion, we believe compensation must be competitive to attract and retain essential talent, to reward high performance, and to be internally equitable. Our expected total compensation opportunities for our employees are specific to the role they hold at the Company and generally reflect market median pay levels for our broader base of employees and median pay levels of our peer group for our executives, with variations based on specific talent needs, experience, and other internal factors. We believe that actual total compensation should vary with the performance of the organization, such that outstanding performance results in above-market compensation. The tax reform legislation passed in December 2017, generally referred to as The Tax Cuts and Jobs Act, substantially modifies Section 162(m) and, among other things, eliminates the “performance based” exception to the $1 million deduction limit with respect to taxable years beginning after December 31, 2017. Effective for the fiscal year beginning January 1, 2018, compensation paid to our Named Executive Officers (including our Chief Financial Officer), will be subject to the limitations on deductibility under Section 162(m), and we will not be able to deduct performance based compensation to our Named Executive Officers (including our Chief Financial Officer) who receive annual compensation in excess of $1 million. We invest in our employees at all levels in the Company by rewarding performance that balances risk and reward, empowering professional growth and development, and by offering affordable benefits and programs that meet the diverse needs of our employees and their families.
CEO Pay Ratio
| Bank of Marin Bancorp 2025 Proxy Statement | 39 |
Nonqualified Deferred Compensation for 2024
Nonqualified Deferred Compensation for 2024 The Nonqualified Deferred Compensation Plan is intended for a select group of employees of the Company who are in the highest salary band. Employees can defer up to 80% of their base salary and up to 100% of bonus compensation into the plan. These are considered irrevocable elections and stay in place for the entire calendar year. The Company does not make any employer contributions to this plan, and employees are always 100% vested in their contributions. Named Executive Officers also make an election for distributions from the plan at termination. The following table sets forth the plan contributions and earnings during 2024 and the aggregate balances at December 31, 2024:
Nonqualified Deferred Compensation for 2024
| | Executive | Registrants | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at Last | | Name | in Last FY ($)(1) | in Last FY ($) | Last FY ($)(1) | Distributions ($) | FYE ($)(2) | | Timothy D. Myers | — | — | — | — | — | | Tani Girton | 50,000 | — | 23,788 | — | 313,661 | | David Bloom | — | — | — | — | — | | Brandi Campbell | — | — | — | — | — | | Misako Stewart | — | — | — | — | — |
Nonqualified Deferred Compensation for 2024
| (1) These amounts reflect a portion of each executive’s 2024 compensation, which is fully disclosed in the Summary Compensation Table of this proxy statement. |
Nonqualified Deferred Compensation for 2024
| (2) These amounts reflect a portion of each executive’s compensation previously reported in the Summary Compensation Table. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Set forth below is a description of the plans and agreements that could result in potential payments to Named Executive Officers in the case of their termination of employment and/or a change in control. Employment Agreement and Termination without Cause Mr. Myers’ employment agreement provides that upon a termination of his employment without cause, as severance he will be paid twelve months’ salary in effect at the date of termination, an amount equal to his pro rata bonus earned up to the date of the termination, plus eighteen months’ COBRA payments for health premiums and dental/vision premiums. Assuming Mr. Myers was terminated without cause on December 31, 2024, his estimated severance payment would have been $1,223,533.
Potential Payments upon Termination or Change in Control
| Bank of Marin Bancorp 2025 Proxy Statement | 43 |
Potential Payments upon Termination or Change in Control
Change in Control Agreements Each Named Executive Officer has signed a Change in Control Agreement. The circumstances that would trigger payment(s) or the provision of other benefits, including perquisites and health care benefits under the Change in Control Agreement are: i) a Change in Control (defined in accordance with Section 409A of the Internal Revenue Code) followed by, ii) the occurrence within one year after the Change in Control of either termination of employment or a subsequent “Good Reason,” including: Without the executive’s express written consent, an adverse change in executive’s position or title, the assignment to the executive of any duties or responsibilities inconsistent with the executive’s position or removal of the executive from or any failure to re-elect the executive to any of such positions;
Potential Payments upon Termination or Change in Control
| ● | A reduction of the executive’s base salary; |
Potential Payments upon Termination or Change in Control
| ● | A 20% or greater reduction in non-salary benefits; |
Potential Payments upon Termination or Change in Control
| ● | Failure of the Company to obtain the assumption of the Change in Control Agreement by any successor; or |
Potential Payments upon Termination or Change in Control
| ● | Requirement by the Company that the executive be based anywhere other than within 40 miles of the Company’s current headquarters located in Novato, California. |
Potential Payments upon Termination or Change in Control
Stock Options and Restricted Stock Awards In the event of a change in control in which the Company is not the surviving corporation, unvested options and restricted stock awards immediately vest. Supplemental Executive Retirement Plan A participant whose employment terminates due to a change in control will be vested in 100% of the amount that the Company has accrued to that point to pay their retirement benefit. This accrued benefit will be paid out in a one-time payment. Other Payments and Benefits The Company shall pay to the executive as severance pay (and without regard to the provisions of any benefit plan) in a lump sum on the fifth day following the date of termination, the average salary of the executive for the last three full years of service multiplied by the executive’s Seniority Factor (CEO 1.50 times; EVP 1.50 times), the executive’s annual bonus for the previous year, and the executive’s health premiums under COBRA for eighteen months and Dental/Vision premiums under COBRA for twelve months. All Change in Control Agreements contain a clause that limits payments to an executive to the lesser of (i) the payment provided for in the agreement, or (ii) the largest payment allowable without the imposition of an excise tax due to an “excess parachute payment” under Internal Revenue Code section 280(g). Such clauses are commonly referred to as “280(g) cutback” clauses. Estimated Total Benefits The table below quantifies the estimated payments and benefits that would be provided to our Named Executive Officers in connection with the termination of his or her employment under the provisions of the Change in Control Agreements.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
In all cases, the information assumes that the triggering event occurred on the last day of fiscal year 2024, and the price per share of the Company’s common stock is the closing market price as of that date (which was $23.77).
Potential Payments upon Termination or Change in Control
| | | | | | Incremental | Incremental | | | | | | | | Market | Market | | | | | | | | Value of | Value of | | | | | | | Value of | Accelerated | Accelerated | Total | | | Value of | Value of | Value of | Supplemental | Restricted | Stock | Estimated | | | Salary | Bonus | Benefits | Retirement | Stock | Option | Payments | | | Component | Component | COBRA | Benefit | Awards | Awards | and Benefits | | Named Executive | ($) | ($) | ($) | ($) | ($)(1) | ($) | ($) | | Timothy D. Myers | 871,502 | 252,656 | 57,686 | 528,968 | 1,223,394 | — | 2,934,206 | | Tani Girton | 553,090 | 101,738 | 56,419 | 632,152 | 447,161 | — | 1,790,560 | | David Bloom | 482,943 | 86,820 | 54,113 | 176,043 | 213,740 | — | 1,013,659 | | Brandi Campbell | 438,754 | 79,622 | 15,454 | 127,723 | 323,106 | — | 984,659 | | Misako Stewart | 483,174 | 100,128 | — | 196,668 | 381,152 | — | 1,161,122 |
Potential Payments upon Termination or Change in Control
| (1) Includes unvested restricted stock awards as of December 31, 2024. |
Potential Payments upon Termination or Change in Control
Termination Unvested options and restricted stock awards will be cancelled. Vested options may be exercised within ninety days of termination. Deferred compensation account balances will be distributed six months after separation, following the executive’s distribution elections. A participant who has participated in the SERP for five or more years will receive the portion of his or her supplemental retirement benefit that is vested. The benefit payment will be paid monthly, commencing on the first day of the month following the normal retirement age of sixty-five and will be distributed subject to the minimum and maximum durations noted above. A participant who has participated in the SERP for less than five years will receive no retirement benefit under this Plan. Retirement Unvested options and restricted stock awards will be cancelled, unless it is a qualifying retirement and the relevant award was made after 2017. In the event of a qualifying retirement for an award made after 2017, unvested options fully vest and all restrictions on restricted stock awards will lapse. Vested options may be exercised within ninety days of separation, unless it is a qualifying retirement and the relevant award was made after 2019. In the event of a qualifying retirement for an award made after 2019, vested options may be exercised at any time before the expiration date of the award. Deferred compensation account balances will be distributed six months after separation, following the executive’s distribution elections. The executive whose employment terminates after the normal retirement age of sixty-five will receive 100% of his or her supplemental retirement benefit, payable monthly. The annual benefit payment will be equal to 25% of his or her final salary and will be distributed subject to the minimum and maximum durations noted above. Disability Unvested options fully vest and all restrictions on restricted stock awards will lapse. Vested options shall remain exercisable upon the earlier of (a) expiration of the twelve-month period commencing with the date of such cessation of employment status or (b) the expiration date of the option term. Deferred compensation account balances will be distributed six months after separation, following the executive’s distribution elections. The executive will receive 100% of the supplemental retirement benefit that the Company has accrued to that point. Payments will begin immediately and will be paid monthly for the same duration as the normal retirement benefit was to be paid. Death Unvested options fully vest and all restrictions on restricted stock awards will lapse in the event of death of an award recipient. Vested options shall remain exercisable until the earlier of (a) expiration of the twelve-month period measured from the date of the executive’s death or (b) the expiration date of the option term. Deferred compensation account balances will be distributed six months after the executive’s death, following the executive’s distribution elections. Benefits of 1.5 times the executive’s salary (at the time of death) will be payable to the beneficiary of record. If the executive is employed by the Company at the time of his or her
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
death, the beneficiary of the executive will be paid the value of the executive’s projected supplemental retirement account balance at the normal retirement age. The balance will be paid to the beneficiary in a one-time payment. The Company has an appropriate amount of life insurance in force on the life of each participant to properly fund for this contingency. The Compensation Committee Sets the Terms and Conditions for Equity Awards The Compensation Committee or the Board, as the case may be, may accelerate (i) the date on which any option award may be exercised or (ii) the date of termination of the restrictions applicable to a restricted stock award, if the Committee or the Board, as appropriate, determines that to do so will be in the best interests of the Company and the participants in the plan.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, presented below is the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | Investment Based On: | | | | | | | Summary | | | Average | | | | | | | | Compensation | Compensation | | Compensation | | Peer Group TSR | | Return | | | | Table (SCT) Total | Actually | Average SCT | Actually Paid to | | (S&P Regional | | on | | CEO | Year(1) | for CEO | Paid to CEO(2) | Total for NEOs(5) | NEOs(2,5) | BMRC TSR | Banks Index) (3) | Net Income | Assets (4) | | Myers | 2024 | $1,367,529 | $1,328,432 | $627,922 | $616,889 | 99.6 | 100.2 | $(8,409,000) | (0.22) | | Myers | 2023 | $1,129,808 | 930,468 | 564,484 | 483,277 | 99.6 | 100.0 | 19,895,000 | 0.49 | | Myers | 2022 | $1,272,044 | $1,324,463 | $666,614 | $681,568 | 79.5 | 110.5 | $46,586,044 | 1.08 | | Myers | 2021 | 809,192 | 802,655 | 547,188 | 541,064 | 87.5 | 129.6 | 33,228,231 | 0.94 | | Colombo | 2021 | $1,262,094 | $1,166,115 | 547,188 | 541,064 | | | | | | Colombo | 2020 | $1,136,968 | $817,940 | $539,038 | $463,236 | 78.6 | 92.7 | $30,242,498 | 1.04 |
Pay Versus Performance Table
| (1) Mr. Colombo retired as CEO effective October 31, 2021. Mr. Myers was appointed CEO effective November 1, 2021. Therefore, we provide both incumbent comparisons in 2021. |
Pay Versus Performance Table
| (2) Reconciliation of adjustments made to SCT to arrive at CAP for the CEO and average NEO: |
Pay Versus Performance Table
| | CEO | | | | | | | | 2024 (Myers) | 2023 (Myers) | 2022 (Myers) | 2021 (Myers) | 2021 (Colombo) | 2020 (Colombo) | | SCT | $1,367,529 | $1,129,808 | $1,272,044 | $809,192 | $1,262,094 | $1,136,968 | | Equity awards reported in SCT | $(299,273) | $(272,031) | $(294,414) | $(153,988) | $(247,290) | $(237,771) | | Pension amount reported in SCT | $(89,464) | $(84,544) | $(94,763) | $(59,356) | $(97,586) | $(94,664) | | Pension value attributable to current years' service | 89,464 | 84,544 | 82,638 | 54,174 | 0 | 0 | | FV of equity granted in current year | $244,736 | $160,698 | $362,628 | $124,745 | $197,416 | $226,175 | | Dividends paid on unvested shares and stock options (SOs) | $45,249 | $23,728 | $13,643 | $7,183 | $13,931 | $14,033 | | Change in FV Equity | $(29,809) | $(111,735) | $(17,313) | $20,704 | 37,550 | (226,801) | | CAP | $1,328,432 | $930,468 | $1,324,463 | $802,655 | $1,166,115 | $817,940 |
Pay Versus Performance Table
| | Average NEO | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT | $627,922 | $564,484 | $666,614 | $547,188 | $539,038 | | Equity awards reported in SCT | $(67,934) | $(94,460) | $(134,615) | $(77,966) | $(86,260) | | Pension amount reported in SCT | $(84,381) | $(53,024) | $(51,605) | $(44,699) | $(48,660) | | Pension value attributable to current years' service | 84,381 | 49,217 | 44,768 | 35,101 | 35,892 | | FV of equity granted in current year | $52,692 | $57,675 | $161,832 | $65,506 | $74,960 | | Dividends paid on unvested shares and stock options (SOs) | $11,903 | $9,129 | $6,443 | $3,517 | $6,338 | | Change in FV Equity | $(7,693) | $(49,744) | $(11,869) | $12,417 | $(58,073) | | CAP | $616,889 | $483,277 | $681,568 | $541,064 | $463,236 |
Pay Versus Performance Table
| (3) Based on initial investment of $100 and a cumulative Total Shareholder Return of BMRC and S&P Regional Banks Select Industry Index. |
Pay Versus Performance Table
| (4) Return on Average Assets is the company selected measure. |
Pay Versus Performance Table
| (5) The following non-CEO Named Executive Officers (NEOs) are included in the average figures shown: |
Pay Versus Performance Table
2024: Girton, Bloom, Campbell, Stewart 2023: Girton, Campbell, Sloan, Stewart 2022: Girton, Campbell, Sloan, Stewart 2021: Girton, Campbell, Stewart, Reizman 2020: Girton, Myers, Reizman, Burke
Pay Versus Performance Table
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Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024: Net Income (YTD Pre-tax, Pre-provision) Return on Assets (YTD) Non-Interest Expense Total Loan Growth Total Deposit Growth For additional details regarding our most important financial performance measures, please see the discussion in the Compensation Discussion and Analysis (CD&A) section in this Proxy Statement.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with
Narrative Disclosure to Pay Versus Performance Table
| ● | The Company’s cumulative Total Stockholder Return (“TSR”) and the Peer Group’s cumulative TSR |
Narrative Disclosure to Pay Versus Performance Table
| ● | The Company’s Net Income |
Narrative Disclosure to Pay Versus Performance Table
| ● | The Company Selected Measure, which is Return on Average Assets |
Narrative Disclosure to Pay Versus Performance Table
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Narrative Disclosure to Pay Versus Performance Table
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Narrative Disclosure to Pay Versus Performance Table
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