Izabella Zhu Mitchell
About Izabella Zhu Mitchell
Izabella Zhu Mitchell, age 46, serves as Executive Vice President and Chief Risk Officer (CRO) of United Business Bank (BCML) and joined the Bank in September 2013; she oversees enterprise risk governance, regulatory relations, internal audit, and community development, with prior roles at California’s Department of Business Oversight (founding Examiner Council member) and Morgan Stanley; her education includes an MPA in International Development from Harvard Kennedy School and a BA in International Economics from Peking University, and she holds CFIRS, CIA, and CRISC credentials . Pay-versus-performance data indicate TSR improved (Value of $100 investment) from 103.30 in 2022 to 126.40 in 2023 and 143.52 in 2024 . Over the recent fiscal periods, BayCom’s revenue and net income trends were mixed: FY revenue rose from $4.435M* (2022) to $6.977M* (2023) then fell to $6.377M* (2024), while net income was $23.73M* (2022), $27.425M (2023), and $23.614M* (2024); quarterly net income remained positive across the last eight quarters .
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Department of Business Oversight | Senior Financial Institutions Examiner; founding Examiner Council member | Not disclosed | Led examinations for large/troubled banks and trust departments; strengthened regulatory oversight |
| Morgan Stanley | Financial Advisor | Not disclosed | Client advisory experience; capital markets exposure supporting risk perspective |
External Roles
- Not disclosed in recent filings for Ms. Mitchell .
Fixed Compensation
- Base salary and target/actual bonuses for Ms. Mitchell are not disclosed in the proxy; BCML’s Annual Bonus Plan applies to designated senior managers (explicitly includes NEOs; CRO disclosure not provided) with performance goals in earnings, loan/deposit growth, credit quality, operating efficiency, strategic initiatives, and compliance/risk management; awards can be up to 150% of target, with pro-rata rules under certain conditions .
- A formal Recovery of Erroneously Awarded Compensation (clawback) policy exists (Exhibit 97 to 10-K) .
Performance Compensation
- Annual Bonus Plan structure (company-wide framework; specific metrics for CRO not separately disclosed):
- Metrics categories: loan/deposit growth, credit quality, operating efficiency, strategic initiatives, compliance/risk practices
- Target and payout calibration: 0–150% of target; below 75% overall performance → no bonus; Board may adjust awards
- Vesting: cash paid annually; related deferred compensation contributions depend on overall performance (no contributions made for 2023–2024 due to <75% overall performance) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (historical) | 1,478 shares (Form 3 initial, 5/3/2018); amended to 2,219 shares (Form 3/A, 8/30/2018) . |
| Vested vs. unvested | Not disclosed for Ms. Mitchell in recent proxies. |
| Options | Not disclosed; 2024 awards to NEOs consisted solely of restricted stock; the 2024 Omnibus Incentive Plan permits options/RSUs/PSUs/SARs . |
| Pledging or hedging | Prohibited by BCML’s insider trading policy (no margin accounts, no pledging; hedging via collars/swaps/exchange funds prohibited) . |
| Ownership guidelines | Not disclosed for Ms. Mitchell. |
| Section 16 transactions | No Form 4 transactions were found in recent searches; initial/updated Form 3 filings confirm officer status and share counts as of 2018 . |
Employment Terms
| Component | Term |
|---|---|
| Agreement | United Business Bank Change-in-Control Agreement (entered 1/21/2025; form applies to select officers including Izabella Zhu Mitchell) . |
| Term and auto-renewal | Initial term to March 5, 2027; auto-extends 12 months each March 5 unless either party provides notice ≥30 days prior . |
| Severance (CIC double-trigger) | If terminated without cause or resigns for Good Reason within 1 year following a CIC: lump-sum cash equal to 1× Base Salary + prior year’s incentive bonus; 12 months of health benefits continuation or cash equivalent if provision triggers excise issues . |
| Good Reason (definition) | Material permanent reduction in total compensation/benefits; material permanent reduction in title/responsibilities; relocation increasing commute by >40 miles; cure/right-to-remedy framework applies . |
| Cause (definition) | Enumerated grounds including habitual neglect, illegal activity affecting reputation/fitness, breach of fiduciary duty/willful misconduct, gross negligence, regulatory removal, prolonged incapacity, bank closure, or death . |
| 280G cutback | If payments would be “parachute payments,” benefits reduced to avoid non-deductibility/excise tax if it improves officer’s net after-tax outcome . |
| Arbitration | Binding arbitration under AAA rules in Walnut Creek, CA . |
| Regulatory conditions | Subject to FDIA Section 18(k) and 12 C.F.R. Part 359 limits . |
Company Performance Snapshot (for context during Mitchell’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | $4.435* | $6.978* | $6.378* |
| Net Income ($USD Millions) | $23.73* | $27.425 | $23.614* |
| TSR – Value of $100 Investment | 103.30 | 126.40 | 143.52 |
Values marked with * retrieved from S&P Global.
Recent Quarterly Trends (last 8 quarters)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($USD Millions) | $2.674* | $2.062* | $1.483* | $2.745* | $0.087 | $1.440 | $1.513 | $2.248 |
| Net Income ($USD Millions) | $6.396 | $5.877 | $5.600 | $6.017 | $6.120 | $5.702 | $6.364 | $5.007 |
Values marked with * retrieved from S&P Global.
Governance and Risk Alignment Signals
- Insider trading policy explicitly prohibits pledging, margin accounts, and hedging (collars, swaps, exchange funds); pre-clearance and quarterly blackout periods apply to directors and executive officers .
- Compensation oversight: Compensation Committee met 10 times in 2024; Audit Committee met 11 times; governance framework emphasizes risk oversight integration .
- Say-on-pay support ~96% at the 2024 meeting (for 2023 compensation), indicating broad investor acceptance of compensation design .
Investment Implications
- Alignment: CRO role centered on prudent risk governance; strong policy prohibitions on pledging/hedging reduce misalignment risks and overhang from forced sales .
- Retention economics: Change-in-control agreement provides modest severance (1× salary + prior bonus, 12 months health), a relatively shareholder-friendly double-trigger framework; limited pay inflation risk versus larger multiples seen at peers .
- Performance context: TSR improved across 2022–2024, while FY net income declined in 2024 from 2023; quarterly net income remained consistently positive—supportive of stable execution under risk management .
- Data gaps: Specific CRO cash/equity grant levels, vesting schedules, and ownership guidelines were not disclosed; monitor future proxies and 8-Ks for any amendments to compensation, equity awards under the 2024 Omnibus Plan, or employment terms .