Janet L. King
About Janet L. King
Senior Executive Vice President and Chief Operating Officer of BayCom Corp; Director since 2021; age 62. Over 35 years of banking leadership across branch operations, IT, HR, compliance, and centralized operations; BS in Business Administration, University of Phoenix . COO of the Bank since its 2004 inception; prior roles include Chief Branch Administrative Officer at Circle Bank (1999–2004) and VP of Operations at Valencia Bank & Trust (1987–1998) . Pay-versus-performance context: cumulative TSR of $143.52 on a $100 investment over 2021–2024 and reported net income of $23.6M (2024), $27.4M (2023), $23.7M (2022) . Say-on-pay support was ~96% in 2024, indicating strong shareholder backing of the compensation program .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Business Bank (BayCom) | Chief Operating Officer | 2004–present | Built and scaled branch development, operations, IT, HR, and compliance from bank inception; member of executive management team . |
| Circle Bank (Novato, CA) | Chief Branch Administrative Officer | 1999–2004 | Led operations incl. branch development, HR, IT, compliance; executive team member . |
| Valencia Bank & Trust | Vice President, Operations | 1987–1998 | Oversaw branch development, centralized ops, IT, and deposit compliance . |
External Roles
- No public company directorships or external committee roles disclosed in BayCom’s filings .
Board Governance and Service
- Role: Director, BayCom Corp (not a director of the Bank); not compensated for director service due to executive status .
- Tenure: Director since 2021 .
- Committee roles: None; Board committees (Audit, Compensation, Corporate Governance & Nominating) are comprised solely of independent directors; King is an executive and therefore not independent .
- Attendance: In 2024, no incumbent director attended fewer than 75% of Board/committee meetings .
- Dual-role implications: CEO and Chairman roles are separated (CEO: George J. Guarini; Chairman: Lloyd W. Kendall Jr.); King’s status as an executive-director limits independence but she holds no committee posts, mitigating governance conflicts .
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base salary | $417,768 | $417,151 | Minimum base set by employment agreement; subject to Board adjustment . |
| Auto allowance | $9,600 | $9,600 | $800/month . |
| 401(k) match | $13,500 | $13,500 | Company match policy per 401(k) plan . |
| Other perqs | $1,800 | $1,? (part of “All Other”) | Split-dollar life insurance premium portion; no club dues for King (CEO only) . |
| Total (Fixed + Other) | Included in “All Other Compensation” $24,900 (2024) | $24,602 (2023) | See SCT footnotes . |
Source table reference: Summary Compensation Table (SCT) ; employment agreement economics .
Performance Compensation
| Incentive type | Metric(s) | Target | Actual payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Annual cash bonus (NEIP) | Loan & deposit growth; credit quality; operating efficiency; strategic initiatives; compliance/risk management | 60% of base salary | 42.2% of target for 2024 → $105,779; 36.2% of target for 2023 → $90,764 | Paid annually (cash) | No adjustments by Board to 2024/2023 awards; zero if <75% of targets overall . |
| Annual restricted stock (RS) | Time-based (no disclosed performance condition) | Grant value = 25% of salary ÷ grant-date share price | 2024 grant: 3,986 shares (RS); 2023 grant: 4,483 shares (RS) | Vests 20% per year over 5 years | Granted first trading day after year-end; equity grants not timed around MNPI; 2024 RS grant FV $104,454 (SCT) . |
NEIP = Non-Equity Incentive Plan. Metrics and payout framework ; RS grant sizing/vesting ; grant timing practices . SCT values for payout and stock awards .
Equity Ownership & Alignment
- Beneficial ownership: 89,019 shares; flagged “<1%” of outstanding; includes 13,131 restricted shares (voting but no dispositive power) .
- Unvested RS schedule (as of 12/31/2024):
| Tranche | Unvested shares | Market value | Vest date |
|---|---|---|---|
| Grant components (various years) | 3,518 | $94,423 | 1/1/2025 |
| 497 | $13,339 | 1/2/2025 | |
| 2,460 | $66,026 | 1/1/2026 | |
| 1,058 | $28,397 | 1/2/2026 | |
| 2,777 | $74,535 | 1/1/2027 | |
| 1,954 | $52,445 | 1/1/2028 | |
| 896 | $24,049 | 1/1/2029 | |
| Total | 13,160 | $353,214 | — |
Note: Excludes 3,986 shares granted on 1/2/2025 (20% annual vesting starting 1/2/2026) .
- Options: None disclosed; equity consists solely of restricted stock (no options in NEO awards for 2024) .
- Hedging/pledging: Company policy prohibits holding in margin accounts, pledging as collateral, and hedging (e.g., collars/swaps) by directors/officers/employees .
- Ownership guidelines: Not disclosed in proxy; say-on-pay approval ~96% in 2024 indicates broad support of program design .
Implication: Upcoming vest dates (mostly each January) can create periodic liquidity events/insider trading windows; policy constraints reduce forced selling risk from pledges .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement term | Amended Jan 17, 2024; term through Mar 5, 2027; auto-renews annually unless notice given . |
| Base salary floor | At least $417,768; subject to Board adjustments . |
| Annual RS award | 25% of prior-year base ÷ grant-date price; 5-year, 20%/yr vesting . |
| Bonus plan | Target 60% of base; up to 150% of target; zero if <75% of target performance . |
| Severance (pre-CoC) | If terminated without cause pre-CoC: aggregate equal to CoC formula paid over 12 months for King (Colwell also 12 months; CEO 24 months); health benefits for 24 months . |
| CoC severance (double trigger within 1 year) | Lump sum = 3× (current base + prior-year incentive bonus + grant-date value of Annual RS for the year of termination or, if not yet granted, the prior year) . For illustration using 2024 values: 3 × ($417,768 + $105,779 + $104,454) ≈ $1,884,003 (if triggered using prior-year inputs) . |
| Equity acceleration | Annual Awards and other equity fully vest upon death/disability or termination without cause; also upon CoC if no replacement award; or upon resignation for “good reason” . |
| Good reason | Material permanent reduction in total comp/benefits; material permanent reduction in title/responsibilities; relocation increasing commute >40 miles from Walnut Creek, CA . |
| 280G cutback | Benefits reduced only if doing so yields superior net after-tax outcome; otherwise executive pays excise tax on any unreduced excess parachute amount . |
| Restrictive covenants | Confidentiality during employment and 1 year post-termination; client/employee non-solicit for 1 year post-termination . |
| SERP (Supplemental Retirement) | Bank makes annual contributions based on performance (0–20% of salary for King at target ranges); credited with interest; 80% vested as of 12/31/2024, reaching 100% on 1/1/2027; special vesting/crediting on CoC through 12/31/2026 . |
| Split-dollar life | Beneficiaries receive Accrued Liability Balance under SERP plus lesser of $1.5M or 50% of policy “Net Amount-at-Risk” if death occurs while employed; agreements amended June 20, 2023 . |
| Benefits | 401(k) with match; group insurance; monthly auto allowance . |
Multi-Year Compensation Summary (NEO disclosure)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary | $417,151 | $417,768 |
| Stock awards (FV) | $100,428 | $104,454 |
| Non-equity incentive plan (cash bonus) | $90,764 | $105,779 |
| All other compensation | $24,602 | $24,900 |
| Total | $632,945 | $652,901 |
| Bonus target (% of salary) | 60% | 60% |
| Bonus payout (% of target) | 36.2% | 42.2% |
Source: Summary Compensation Table and Annual Bonus plan disclosure .
Vesting Schedules and Potential Insider Selling Pressure
- Unvested RS tranches concentrated around January 1–2 each year through 2029 (see Equity Ownership table). These vesting dates typically align with potential insider trading windows following earnings/10-K filings, subject to blackout policies .
- Company prohibits hedging/pledging; reduces forced-selling risk from collateral calls; no Form 4 trading plans were disclosed in filings reviewed here .
Performance & Track Record
- TSR: $143.52 for a hypothetical $100 investment over 2021–2024 window; aligns with “Compensation Actually Paid” analysis presented in proxy .
- Net income trajectory: $23.6M (2024), $27.4M (2023), $23.7M (2022) .
- 2024 equity plan: 2024 Omnibus Incentive Plan approved; 500,000 shares authorized; 492,038 available for future awards as of 12/31/2024 (potential dilution consideration) .
Related Party Transactions and Policies
- Ordinary-course loans and deposits with directors/executives and affiliates: loans totaled $18.3M (5.7% of equity) at 12/31/2024; $29.8M (9.5% of equity) at 12/31/2023; no other related person transactions disclosed .
- Insider trading policy prohibits pledging and hedging; Board committee charters and code of ethics posted online; strong emphasis on governance and risk oversight by Audit and Compensation Committees (both independent) .
- Audit fees include 2023 restatements review (amendments to 2022–2023 filings); no independence issues noted by Audit Committee .
Director Compensation (for context; not applicable to King)
- Non-employee director program: monthly board retainer $2,250; additional retainers for Chair and committee service; annual RS grant (1,327 shares on 7/1/2024, 1-year vest); executives (Guarini, King, Colwell) receive no director pay .
Equity Ownership Snapshot
| Holder | Shares beneficially owned | % outstanding | Notes |
|---|---|---|---|
| Janet L. King | 89,019 | <1% | Includes 13,131 restricted shares (voting only) . |
Company had 11,029,265 shares outstanding as of 4/21/2025 (proxy record date) .
Compensation Structure Analysis
- Cash vs. equity mix: Equity awards sized as a fixed 25% of salary (converted to shares), with time-based vesting; options not used—lower risk/incentive asymmetry vs. options; 2024/2023 equity was restricted stock only .
- Performance sensitivity: Annual cash incentive tied to multi-metric plan; actual payouts at 42.2% (2024) and 36.2% (2023) of target show downside variability vs. targets when plan underperforms .
- Retention levers: Rolling 5-year vesting on RS; SERP vesting schedule (80% to 100% by 2027); pre-CoC severance 12 months for King; double-trigger CoC protection at 3x—strong retention in strategic scenarios .
- Policies: Prohibitions on hedging/pledging; equity grant timing avoids MNPI coordination .
- Shareholder feedback: ~96% say-on-pay approval supports current design .
Employment & Contracts (Key Economics)
- Double-trigger CoC: 3× (base + prior-year bonus + grant-date RS value); equity vests; health benefits continue; 280G best-net cutback .
- Pre-CoC without cause: same cash formula paid over 12 months to King; 24 months of health benefits; RS acceleration on certain triggers .
- SERP: Performance-linked contributions; 80% vested at YE 2024; 100% vesting on 1/1/2027; special CoC treatment through 2026; disability/death provisions coordinated with split-dollar life .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—mitigates alignment risk .
- Options repricing/underwater relief: None disclosed; equity is RS only .
- Related party transactions: Limited to ordinary-course banking; no unusual arrangements disclosed .
- Say-on-pay: High approval (~96%)—low governance friction currently .
- Restatements: 2023 amendments reviewed/audited; Audit Committee maintained auditor independence .
Investment Implications
- Alignment: King’s compensation shows meaningful at-risk components—variable cash tied to multi-metric plan and multi-year RS vesting; policy-based bans on hedging/pledging strengthen alignment .
- Retention and CoC posture: Pre-CoC severance (12 months) is moderate; CoC double-trigger at 3x is robust and could increase costs in a takeout—monitor for event risk; RS and SERP vesting schedules support retention through 2027 .
- Trading signals: RS vesting clusters around early January each year (through 2029), creating potential sell pressure windows; absence of options reduces in-the-money overhang dynamics; no pledging reduces forced sale risk .
- Governance: Executive-director (non-independent) but no committee roles; Board leadership separation and independent committees mitigate dual-role concerns; strong say-on-pay outcome reduces shareholder activism risk around pay .