Keary L. Colwell
Senior Executive Vice President, Chief Financial Officer and Corporate Secretary at BayCom
Executive
Board
About Keary L. Colwell
Senior Executive Vice President, Chief Financial Officer, Corporate Secretary, and Company Director at BayCom Corp (BCML). Age 65; Director since 2021; CFO of United Business Bank since its inception in 2004; B.S. California State University, Chico; Certified Public Accountant since 1984 . Company performance during 2022–2024: total shareholder return value of a $100 investment rose from $103.30 (2022) to $143.52 (2024), while net income moved from $23.7m (2022) to $23.6m (2024) after $27.4m (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of San Francisco (The San Francisco Company) | EVP & CFO | 1996–2001 | Led financial reporting and CFO functions through company’s sale |
| First Nationwide Bank | VP/Senior Financial Management | 1988–1992 | Managed senior finance; supported ALM and planning |
| Independence Savings & Loan Association | VP & Controller | (prior to 1988, not specified) | Led controllership; advanced reporting/controls |
| Public accounting | Associate/CPA | Early career; CPA in 1984 | External audit and accounting foundation |
External Roles
- Not disclosed in company filings.
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $401,106 | $417,151 | $417,768 |
| Non-Equity Incentive Plan Compensation (Annual Cash Incentive) | $90,249 | $90,764 | $105,779 |
| Stock Awards (Grant-Date Fair Value) | $77,246 | $100,428 | $104,454 |
| All Other Compensation (401k match, auto, insurance) | $62,894 | $25,130 | $25,400 |
| Total Compensation | $747,254 | $633,473 | $653,401 |
2024 All Other Compensation detail: 401(k) match $13,500; auto allowance $9,600; other (split-dollar life insurance premium) $2,300 .
Performance Compensation
- Annual Bonus Plan design
- Target: 60% of base salary for Colwell .
- Metrics: loan and deposit growth, credit quality, operating efficiency, strategic initiatives, compliance/risk management (no weightings disclosed) .
- Payout scale: 0% if <75% of target; up to 150% of target; Board retains discretion .
- 2024 earned: 42.2% of target; 2023 earned: 36.2% of target .
- Deferred compensation/SERP contribution is also tied to performance; no contributions in 2024 and 2023 because performance was below 75% of target .
| Incentive | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target (% of salary) | 60% | 60% | 60% |
| Actual Payout (% of target) | Adjusted to 85.6% for plan participants; Colwell received cash bonuses reflected in 2022 totals | 36.2% | 42.2% |
| Cash Payout ($) | Included in Bonus/NEIP columns (see fixed comp) | $90,764 | $105,779 |
| Vesting/Timing | Cash, paid for fiscal year performance | Cash, paid for fiscal year performance | Cash, paid for fiscal year performance |
- Equity Incentives (Annual Award)
- Formula grant each Q1 equal to 25% of base salary divided by grant-date stock price; vests 20% annually over 5 years (first vesting at one-year anniversary) .
- Colwell grants: 3,986 shares (2024 grant made Jan 2, 2025), 4,483 shares (2023 grant) .
- Double-trigger CIC vesting if employment terminated without cause/for good reason within 1 year of change-in-control or if no replacement award is provided; accelerated vesting also on death/disability/termination without cause .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 82,019 shares (less than 1% of outstanding) |
| Restricted (Unvested) Shares within Ownership | 13,131 shares; sole voting, no dispositive power |
| Options Outstanding | None disclosed; 2024 equity awards were restricted stock only |
| Insider Trading/Pledging/Hedging | Policy prohibits holding stock in margin accounts, pledging, and hedging transactions |
| Ownership Guidelines | Not disclosed for executives |
Outstanding unvested RSU vesting schedule (as of 12/31/2024; value at $26.84/share):
- 3,518 shares vest 1/1/2025 ($94,423)
- 497 shares vest 1/2/2025 ($13,339)
- 2,460 shares vest 1/1/2026 ($66,026)
- 1,058 shares vest 1/2/2026 ($28,397)
- 2,777 shares vest 1/1/2027 ($74,535)
- 1,954 shares vest 1/1/2028 ($52,445)
- 896 shares vest 1/1/2029 ($24,049)
| Unvested RSUs and Value | 2024 Year-End |
|---|---|
| Total Unvested Shares | 13,160 |
| Market Value (@$26.84) | $353,214 |
Insider selling pressure view:
- No Form 4 transactions located in 2024–2025; near-term potential sales could come from annual vesting tranches listed above, subject to trading windows and insider policy provides vesting detail].
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Amended Jan 17, 2024; term through Mar 5, 2027; automatic one-year extensions each Mar 5 unless notice given |
| Base Salary | $417,768 (2024) |
| Auto Allowance | $800 per month |
| Annual Equity Award | 25% of prior year-end base salary / stock price; vests 20% per year over 5 years |
| Severance – Pre-CIC termination without cause | 12 months of cash severance (installments) plus up to 24 months health benefits continuation (same terms) |
| Change-in-Control (within 1 year, without cause/for good reason) | Lump sum severance = 3x (base salary + prior-year incentive bonus + grant date value of Annual Award for year of termination or prior year) |
| Accelerated Vesting | Full vest upon death/disability; termination without cause; CIC with no replacement awards; or resignation for “good reason” |
| Good Reason Definition | Material permanent reduction in total comp/benefits; material permanent title/responsibility reduction; relocation >40 miles from Walnut Creek, CA |
| 280G Treatment | Cut-back to avoid excise tax if beneficial; otherwise executive pays excise tax and company loses deduction |
| Clawback/Protections | 2024 Omnibus Plan authorizes clawback, holding periods, other protective provisions |
Supplemental Retirement (SERP) and Split-Dollar Life Insurance:
- SERP contribution scale (Colwell): 2.75% of salary at 75% performance; 20.0% at target; 27.27% at 125%; credited with Citigroup Pension Liability Index rate; 80% vested at 12/31/2024; becomes 100% vested 1/1/2027; no contributions for 2023 or 2024 (performance below 75%) .
- Change-in-control on/before 12/31/2026 credits Ms. Colwell with projected contributions through 2026 and 100% vesting; paid as annuity over 180 months after separation .
- Split-dollar life insurance survivor benefit $1.5 million for named beneficiaries if employed at death; bank owns/pays premiums (premiums included in “All Other Compensation”) .
Board Governance
- Role: Director of BayCom Corp; not a director of the Bank (UBB) .
- Independence: Not independent (management director); independent directors listed exclude Colwell .
- Committees: None (no committee assignments shown for Colwell) .
- Attendance: All directors met at least 75% attendance in 2024 .
- Director Compensation: Executives (Guarini, King, Colwell) not paid for board service .
- Say-on-Pay support: ~96% approval in 2024 (for 2023 compensation) .
Company Performance Context (during Colwell’s senior tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return – Value of $100 Investment | $103.30 | $126.40 | $143.52 |
| Net Income (USD, thousands) | $23,730 | $27,425 | $23,614 |
Compensation Structure Analysis
- Cash vs equity mix: Equity comprises formulaic RSUs (25% of salary) with 5-year ratable vesting, emphasizing retention; no options; 2024 equity awards consisted solely of restricted stock .
- At-risk pay: Annual cash incentive at 60% target; payouts variable with performance (36.2% in 2023; 42.2% in 2024), and SERP contributions suspended when performance <75%—supports pay-for-performance alignment .
- CIC economics: 3x multiple with inclusion of prior-year cash bonus and Annual Award value increases potential payout level; includes 280G cutback rather than tax gross-up—mitigates shareholder unfriendly optics .
- Governance safeguards: Prohibitions on hedging/pledging and availability of clawbacks/holding periods under the 2024 Plan strengthen alignment and risk control .
- Discretionary bonuses: No separate 2023 or 2024 “Bonus” column payouts disclosed for Colwell; cash incentives flowed through Non-Equity Incentive Plan Compensation .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited—reduces alignment risk .
- Option repricing: Prohibited without shareholder approval under 2024 Plan .
- Golden parachute treatment: Cutback mechanism (no gross-up) .
- Related party transactions: No non-ordinary-course related party transactions disclosed; loans/deposits with insiders on market terms per regulation .
Equity Award and Vesting Detail (Trading Signal Lens)
| Award | Grant | Shares | Vesting | Acceleration |
|---|---|---|---|---|
| Annual RSU Award | Jan 2, 2025 (for 2024) | 3,986 | 20% per year; first vest Jan 2026 | Death/disability/without cause; CIC if no replacement or for good reason |
| Annual RSU Award | 2023 grant | 4,483 | 20% per year; first vest in 2024/2025 tranches | Same |
| Unvested as of 12/31/2024 | — | 13,160 | Tranches 2025–2029 (see schedule above) | Same |
Upcoming vest tranches (2025–2026) may create episodic selling capacity subject to policy windows, totaling 7,533 shares by 1/2/2026 (3,518+497+2,460+1,058) .
Investment Implications
- Pay-performance alignment: Variable cash incentives and performance-linked SERP contributions (including zero funding in sub-threshold years) indicate discipline; RSUs with 5-year ratable vesting support retention. However, the 3x CIC multiple plus inclusion of prior-year bonus and annual award value increases potential change-in-control payout sensitivity .
- Retention risk: Material unvested RSUs (13,160 shares, $353k at YE 2024) and 2025–2026 vesting cadence reduce near-term flight risk; SERP vesting hits 100% by 2027, further anchoring retention .
- Trading signals: Lack of recent Form 4 activity and policy constraints on hedging/pledging reduce near-term selling pressure signals; monitor vesting dates for potential incremental supply in open windows .
- Governance: As CFO and Company director, Colwell is a non-independent director (no board compensation; no committee roles), but leadership structure separates CEO and Chair; robust prohibitions and clawback authority partially offset dual-role independence concerns .
- Performance context: TSR improved over 2022–2024 despite 2024 net income dipping vs 2023; incentive payouts moved modestly higher in 2024, reflecting partial goal achievement .
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