Lloyd W. Kendall, Jr.

About Lloyd W. Kendall, Jr.

Lloyd W. Kendall, Jr. (age 78) is Chairman of the Board of BayCom Corp and has served as a director since 2004. He is a Bay Area lawyer specializing in real estate and tax law (notably tax-free exchanges), with tax law training from his service at the U.S. Treasury Department/IRS; he founded and owned Lawyers Asset Management, Inc. (a Section 1031 “Qualified Intermediary”) until its 2006 merger with Commercial Capital Bank, served as tax counsel to title companies, and was President of Equity Investment Exchange, Inc. .

Past Roles

External Roles

Board Governance

• Board leadership: Independent Chairman of the Board; CEO and Chair roles are separated (Kendall is Chair; Guarini is CEO) .
• Independence: The Board determined Kendall is independent under NASDAQ rules .
• Committee assignments (2024 activity year; current as of the proxy):
  • Audit Committee (member)
  • Compensation Committee (member)
  • Corporate Governance & Nominating Committee (Chair)
• Attendance: In 2024, no incumbent director attended fewer than 75% of aggregate board and committee meetings; Company Board held 5 regular and 5 special meetings (Bank Board: 11 regular) .
• Shareholder voting signal (2025 Annual Meeting):
  • Director election: Kendall received 6,448,892 For; 122,562 Withheld; 623,759 broker non-votes .
  • Say-on-Pay: 6,268,041 For; 233,606 Against; 69,807 Abstain; 623,759 broker non-votes .

Fixed Compensation (Director)

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Core skills: Real estate law, tax law (incl. Section 1031 exchanges); governance leadership as Board Chair .
• Audit expertise designation: The Board’s “audit committee financial expert” is Harpreet S. Chaudhary; Kendall not designated as ACF expert (though he serves on Audit) .
• Governance standing: Independent; chairs CGN Committee; participates across Audit and Compensation committees .

Equity Ownership

Related Party/Conflicts Check

• Ordinary-course banking relationships: Loans/deposits with directors and executives (and related parties) are on market terms, within regulatory limits; aggregates at 12/31/24: loans $18.3M (5.7% of consolidated shareholders’ equity), deposits $13.8M; no other related-party transactions in 2024–2023 .
• Independence determination considered such banking relationships and deemed them not impairing independence for Kendall .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 say-on-pay (prior year proxy disclosure): ~96% approval (Company cites “approximately 96%”) .
• 2025 Annual Meeting: Say-on-Pay approved (For 6,268,041; Against 233,606; Abstain 69,807; broker non-vote 623,759) .
• Signals: Strong shareholder support for compensation program; indirectly supportive of board oversight.

Compensation Structure Analysis (Director)

• Mix: Cash retainers plus time-vested restricted stock; no meeting fees disclosed; structure aligns directors with shareholders via equity while maintaining modest cash retainers .
• Trend: Kendall’s total fell to $91,800 in 2024 from $96,550 in 2023, primarily on lower cash fees (program retainers stable; aggregate likely influenced by timing/eligibility across year) .
• Risk controls: No director pledging/hedging; one-year vest RS awards; oversight by independent Compensation Committee .

Risk Indicators & Red Flags

• RED FLAGS: None evident in proxy. No pledging/hedging allowed . No non-ordinary-course related-party transactions reported in 2024–2023 .
• Watch items: As a community bank, board/insider loans exist in ordinary course; continue monitoring for changes in terms/scale vs. capital base .
• Governance structure: Independent Chair; strong say-on-pay support; full compliance with attendance threshold .

Insider Trades

• Form 4 activity for Kendall not provided in the proxy. Recommend monitoring Form 4 filings for purchase/sale patterns and alignment (none analyzed here due to data scope) –.

Governance Assessment

• Strengths:
  • Independent Chair with deep real estate/tax expertise; separation of Chair/CEO roles .
  • Multi-committee service, including chairing CGN; independence affirmed .
  • Strong shareholder support on compensation; robust board/committee meeting cadence with solid attendance .
  • Anti-pledging/hedging policy enhances alignment .
• Considerations:
  • Ordinary-course insider banking relationships should continue to be monitored, but are disclosed as market-based and within regulatory confines .
  • No disclosure of director stock ownership guidelines; investors may prefer explicit director ownership targets (not disclosed) .

Appendix Tables

Committee Assignments (Current per Proxy)

Director Compensation – Kendall

2024 Director Equity Grant Details (Non-Employee Directors)

2025 Shareholder Vote Outcomes (Signals)

Beneficial Ownership – Kendall

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