Dennis H. Guida, Jr.
About Dennis H. Guida, Jr.
Independent director with 40 years in banking focused on asset-liability management (ALM). Age 65; BayCom Corp board since November 1, 2024, and United Business Bank board since 2022 (the “Director Since” field includes Bank service) . Background includes Chairman, CEO, CFO roles and consulting across >300 banking clients; education: B.S. Business Management (University of Redlands), MBA (National University), graduate of The School of Bank Administration (Madison, WI) . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Enterprise Bank (Irvine, CA) | Chairman | Former (dates not disclosed) | Led at a bank later acquired by BayCom; deep ALM and bank leadership experience |
| Southport Financial Corporation (Kenosha, WI) | Chairman | Former (dates not disclosed) | Governance leadership; financial oversight |
| Various banks (de novo to $18B assets) | CEO, CFO, Director, Consultant | ~40 years | Specialized ALM model validations and advisory for >300 banking clients |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| HBP Analytics, LLC | Managing Director | Current (not dated) | ALM third-party reviews, model validations, advisory; broad client base and risk oversight specialization |
Board Governance
- Committee memberships (2024–2025): Audit, Compensation, Corporate Governance & Nominating; not a chair .
- Committee chairs: Harpreet S. Chaudhary (Audit), Robert G. Laverne, MD (Compensation), Lloyd W. Kendall, Jr. (Corporate Governance & Nominating) .
- Attendance: In FY2024, no incumbent director attended fewer than 75% of aggregate board and committee meetings; Bank Audit Committee met 11 times, Compensation Committee 10 times, CGN Committee 1 time .
- Independence: Board determined Guida is independent under NASDAQ Listing Rules; independence evaluation considered ordinary-course loans/deposits at the Bank .
- Pledging/hedging: Company policy prohibits pledging Company stock and hedging transactions for directors, officers, and employees .
- Say-on-Pay signal: 2024 say-on-pay approved by ~96% of votes, indicating supportive shareholder sentiment on compensation governance .
Fixed Compensation
| Year | Cash Retainer and Committee Fees ($) | Notes |
|---|---|---|
| 2024 | 35,550 | Monthly cash retainer $2,250; Audit Committee $250/mo; Compensation Committee $250/quarter; additional chair stipends (not applicable to Guida) |
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| July 1, 2024 | Restricted Stock | 1,327 | 27,000 | One year from grant | Standard annual RS award for non-employee directors; Guida’s award included in 2024 director table |
- Equity plan protections: 2024 Omnibus Incentive Plan administered by independent committee; no option/SAR repricing; “double-trigger” vesting on change-in-control; annual limit for non-employee directors of 25,000 shares; plan authorizes clawbacks/holding requirements on awards .
- Equity grant timing practices are controlled by Compensation Committee; no timing around MNPI for executives; director grants follow board program cadence .
Other Directorships & Interlocks
| Company/Institution | Role | Current/Former | Potential Interlock/Notes |
|---|---|---|---|
| Pacific Enterprise Bank | Chairman | Former | BayCom acquired Pacific Enterprise Bancorp in 2022; prior leadership provides integration and ALM expertise; no related-party transactions disclosed beyond ordinary banking relationships |
| Southport Financial Corporation | Chairman | Former | Financial governance experience |
Expertise & Qualifications
- ALM specialist with extensive third-party reviews/model validations; served institutions ranging from start-ups to $18B in assets .
- Senior leadership roles (Chairman/CEO/CFO/Director) across multiple banks; strong financial and risk management background .
- Education: B.S. (University of Redlands), MBA (National University), graduate of The School of Bank Administration (Madison, WI) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Restricted Shares Included |
|---|---|---|---|
| Dennis H. Guida, Jr. | 30,000 | <1% (asterisk in proxy table) | 24,332 (sole voting, no dispositive power) |
- Ownership guidelines for directors: not disclosed; company prohibits pledging and hedging, aligning with long-term investor interests .
- Insider banking relationships: Board and executives maintain loans/deposits at Bank under market terms; Board considered these ordinary-course relationships in independence determination .
Governance Assessment
- Strengths: Independent status; broad ALM and risk expertise; service on key oversight committees (Audit, Compensation, CGN); strong board/committee attendance; RSU-based director pay aligns interests; clawback-enabled equity framework; prohibitions on hedging/pledging mitigate misalignment risk .
- Alignment: 2024 director compensation mix for Guida was ~$35.6k cash and $27.0k equity, supporting a balanced cash/equity alignment; one-year RS vesting standard for directors .
- Conflicts/Related-party: No specific related-party transactions disclosed for Guida; insider loans/deposits across directors are on substantially the same terms as non-related parties, and within regulatory constraints (5.7% of equity at 12/31/24) .
- RED FLAGS: None observed in filings—no pledging/hedging, no reported related-party transactions beyond ordinary banking, and strong attendance. Monitor any future overlapping relationships or material banking arrangements, but current disclosures indicate low conflict risk .