George J. Guarini
About George J. Guarini
George J. Guarini, age 71, is President and Chief Executive Officer of BayCom Corp and United Business Bank, and has served as a director since 2004. He earned a BA in Economics from Rutgers University and co-founded the Bank in 2004 after senior lending and executive roles at Summit Bank, Imperial Capital Bank (including founding CEO of ITLA Funding Corporation), and California Republic Bank . Under his tenure, BayCom’s disclosed pay-versus-performance shows improving TSR (value of initial $100 investment: $103.30 in 2022, $126.40 in 2023, $143.52 in 2024) alongside net income of $23.7m (2022), $27.4m (2023), and $23.6m (2024) . The Board separates the Chairman and CEO roles, with Mr. Guarini as CEO and Lloyd W. Kendall, Jr. as Chairman, reinforcing oversight independence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit Bank (Oakland) | SVP & Senior Lending Officer; Acting President | Acting President Aug 2001–Aug 2002; prior SVP/Lending Officer | Led lending; acted as interim leader during a transition period |
| Imperial Capital Bank (ITLA Capital Corp) | SVP; Chief Lending Officer; Founding CEO, ITLA Funding Corp | 1994–1999 (SVP, then CLO from 1995); Founded ITLA Funding in 1997 | Resolved loan portfolio weaknesses; elevated to CLO post-IPO; established funding subsidiary |
| California Republic Bank | Senior Vice President | 1991–1994 | Senior leadership in lending/credit |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charitable foundation (unnamed) | Trustee (shared voting/dispositive power over 159,827 BCML shares) | Not disclosed | Significant philanthropic stake; governance considerations for shared voting control |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $723,061 | $724,132 |
| Bonus (discretionary) | — | — |
| Stock Awards (Grant-date fair value) | $174,070 | $181,041 |
| Non-Equity Incentive Plan Compensation | $183,546 | $213,908 |
| All Other Compensation (401k match, auto allowance, country club dues, split-dollar life premiums) | $30,780 | $31,080 (401k $13,500; auto $9,600; other $7,980 incl. $5,460 club dues) |
| Total | $1,111,457 | $1,150,161 |
Performance Compensation
- Annual Bonus Plan:
- Target: 70% of base salary for CEO; maximum 150% of target; zero if performance <75% of target .
- 2024 actual: Earned 42.2% of target; 2023 actual: Earned 36.2% of target; performance goals included loan/deposit growth, credit quality, operating efficiency, strategic initiatives, and compliance/risk management; no discretionary adjustments by the Board .
- “Compensation actually paid” vs TSR and net income is disclosed in the Pay vs Performance table .
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Earnings, loan/deposit growth, credit quality, efficiency, strategic initiatives, compliance/risk | Not disclosed | 70% of base salary | 42.2% of target (2024) | $213,908 (2024 non‑equity incentive) | Cash; paid post-year-end |
| Annual Restricted Stock (“Annual Award”) | n/a (time-based vesting) | n/a | Shares equal to 25% of prior-year base ÷ grant-date FMV | 6,910 shares (2024 grant); 7,770 shares (2023 grant) | Grant-date fair value in stock awards line | Vests 20% per year over five years, first vesting at 1-year anniversary |
- Equity Grant Timing: Annual grants typically on first trading day following year-end; no practice of timing awards around MNPI; 2024 awards consisted solely of restricted stock grants (no options) .
Equity Ownership & Alignment
- Beneficial Ownership: 234,463 shares, equal to 2.1% of outstanding common stock; includes 27,877 shares in 401(k), 24,332 restricted shares (sole voting, no dispositive power), and 159,827 foundation shares (shared voting/dispositive) . Shares outstanding at record date: 11,029,265 .
- Hedging/Pledging: Company policy prohibits holding stock in margin accounts or pledging, and bars hedging transactions for directors/officers/employees .
| Ownership Detail | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 234,463 | 2.1% of outstanding |
| 401(k) Plan | 27,877 | Sole dispositive; shared voting |
| Restricted stock (unvested/subject to restrictions) | 24,332 | Sole voting; no dispositive power |
| Charitable foundation | 159,827 | Trustee; shared voting/dispositive |
- Outstanding Unvested Restricted Stock (as of 12/31/2024):
| Unvested Shares | Market Value | Scheduled Vesting Date |
|---|---|---|
| 7,313 | $196,281 | 1/1/2025 |
| 1,438 | $38,596 | 1/2/2025 |
| 5,477 | $147,003 | 1/1/2026 |
| 1,834 | $49,225 | 1/2/2026 |
| 5,169 | $138,736 | 1/1/2027 |
| 3,388 | $90,934 | 1/1/2028 |
| 1,554 | $41,709 | 1/1/2029 |
| Total | $702,483 | Market value based on $26.84 close on 12/31/2024 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Amended Jan 17, 2024; term through Mar 5, 2027; auto-extends one year each March 5 unless notice given |
| Base salary minimum | $724,131 (subject to Board adjustments) |
| Perquisites/benefits | $800 monthly automobile allowance; group insurance; D&O indemnification and expense advancement; group life insurance equal to base salary |
| Annual restricted stock (“Annual Award”) | 25% of base divided by grant-date FMV; vests 20% annually over 5 years; initial vest at 1-year anniversary |
| Vesting acceleration | Equity fully vests upon death/disability; termination without cause; change in control without replacement award; or termination for “good reason” |
| Severance (pre‑CIC) | If terminated without cause prior to CIC: pays aggregate severance over 24 months; 24 months of health insurance continuation |
| Severance (post‑CIC) | If terminated without cause or for “good reason” within 1 year post‑CIC: lump sum equal to 3× (base salary + prior-year incentive bonus + grant-date value of Annual Award for the termination year or prior year if not yet granted) |
| Good reason | Material permanent reduction in total compensation or benefits; material permanent reduction in title/responsibilities; relocation increasing commute >40 miles from Walnut Creek, CA |
| 280G treatment | Cut-back to avoid parachute payments if it yields greater net after-tax benefit; no excise tax gross-ups |
| Confidentiality | Confidentiality applies during employment and for one year post-termination |
| SERP | 15-year supplemental retirement benefits; annual Bank contributions tied to Performance Plan results: min 6.19% of base at 75% performance; target 45.0%; max 61.36% at 125%; account credited with interest (Citigroup Pension Liability Index); Guarini is 100% vested; no contributions made for 2023/2024 (performance below 75%) |
Board Governance and Director Service
- Director since 2004; current Board consists of nine members .
- Committee roles: Guarini is not a member of the Audit, Compensation, or CGN Committees; committee chairs are Harpreet S. Chaudhary (Audit), Robert G. Laverne, MD (Compensation), and Lloyd W. Kendall, Jr. (CGN) .
- Leadership structure: Chairman and CEO roles separated (Kendall as Chair; Guarini as CEO), supporting oversight independence .
- Attendance: In 2024, no incumbent director attended fewer than 75% of Board and applicable committee meetings; Company Board held 5 regular and 5 special meetings; Bank Board held 11 regular meetings .
- Independence: All Audit and Compensation Committee members are independent per NASDAQ/SEC rules .
- Say-on-Pay: 2024 say-on-pay (covering 2023 compensation) approved by ~96% of votes cast; Board will hold annual say-on-pay votes until 2030 .
Related Party Transactions
Loans to directors/executive officers and affiliates totaled $18.3m at 12/31/2024 (5.7% of consolidated equity) and $29.8m at 12/31/2023 (9.5% of equity); deposits totaled $13.8m (2024) and $26.3m (2023). Loans were on substantially the same terms as with non-related parties; no other related-party transactions beyond these ordinary banking relationships .
Company Performance (Reference for Pay-Alignment)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | $23,730 | $27,425 | $23,614 |
| TSR – Value of $100 Investment | $103.30 | $126.40 | $143.52 |
Revenues (S&P Global; scale as reported)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $4,435,000* | $6,977,000* | $6,377,000 |
Values retrieved from S&P Global. * indicates no citation available from company documents.
Investment Implications
- Alignment and ownership: Strong insider stake (2.1%) plus policy prohibiting pledging/hedging reduce misalignment risk; however, shared voting/dispositive power over 159,827 foundation shares should be monitored for governance dynamics .
- Vesting calendar as trading signal: Multiple annual vesting dates (each Jan 1/Jan 2 through 2029) and a sizable 2025–2027 cadence could create predictable supply from tax withholding or estate diversification; monitor Form 4s around those dates and any 10b5‑1 plan adoptions .
- Pay-for-performance: 2024 payout at 42.2% of target and no SERP contributions for 2023/2024 reflect discipline when performance is below threshold; reduces pay inflation risk but suggests performance variability, important for underwriting execution risk .
- Change-in-control economics: 3× multiple (salary + bonus + annual award value) and full vesting on qualifying termination raise potential acquisition costs; the 280G cut-back is shareholder-friendly (no excise tax gross-ups), mitigating parachute concerns .
- Governance: Separation of Chair/CEO, independent committees, and high say-on-pay support sound oversight; ordinary-course insider loans require continued monitoring but are within regulatory parameters .