Mary Therese (Terry) Curley

About Mary Therese (Terry) Curley

Mary Therese (Terry) Curley, age 67, is Executive Vice President and Chief Credit Officer (since 2022) and Director of the Labor Service Division at United Business Bank (BayCom’s bank subsidiary). She joined via BayCom’s April 2017 acquisition of First ULB Corp/United Business Bank, FSB; prior roles included EVP/Chief Credit Officer (2012–2017), SVP/Credit Administrator (2009–2012), and earlier commercial banking leadership positions. She holds a B.A. in Political, Legal and Economic Analysis (Mills College, 1992) and a graduate certificate from the Pacific Coast Banking School (University of Washington, 2005) .
Company performance context: BayCom’s three-year TSR (value of $100 investment) was 103.30 (2022), 126.40 (2023), and 143.52 (2024), with reported net income of $23.7m (2022), $27.4m (2023), and $23.6m (2024) .

Past Roles

External Roles

• Not disclosed in BayCom’s proxy or 10-K for Curley (no external directorships/committee roles identified) .

Fixed Compensation

• Base salary: Not individually disclosed for non-NEOs like Curley in the 2025 proxy; base salaries disclosed only for CEO/COO/CFO .
• Annual cash incentive plan: Curley is part of “designated senior managers” eligible under the Annual Bonus Plan based on performance goals (earnings, loan/deposit growth, credit quality, operating efficiency, strategic initiatives, regulatory/compliance) with payouts ranging from 0% to 150% of target, subject to Board discretion; NEOs earned 42.2% of target for 2024, but Curley’s specific target/payout not disclosed .
• Benefits/perquisites: Standard employee benefits (medical, dental, disability, life) are generally available and nondiscriminatory; NEO perquisites are detailed, but non-NEO specific perquisites for Curley are not disclosed .

Performance Compensation

• Equity program: BayCom maintains a shareholder-approved 2024 Omnibus Incentive Plan (up to 500,000 shares) enabling grants of RS, RSUs, options, SARs, performance shares/units; 492,038 shares were available as of 12/31/2024; equity awards for 2024 to NEOs were restricted stock; other executives, including Curley, may receive awards per Committee discretion .
• Grant timing: Annual awards are typically granted on the first trading day following fiscal year-end; grants may also occur off-cycle for hires, promotions, recognition, or retention; the Committee does not time grants around MNPI .
• Award vesting framework (reference): For NEOs, Annual Awards vest 20% per year over 5 years and fully vest upon death/disability, termination without cause, qualifying CIC without replacement awards, or good reason resignation; non-NEO terms are governed by plan/award agreements; Curley’s specific vesting schedule is not separately disclosed .
• Annual Bonus Plan performance metrics and payout mechanics:

Equity Ownership & Alignment

• Beneficial ownership: Curley’s individual share count is not reported in the 2025 proxy ownership table (non-NEO officer not listed); aggregate insider holdings (directors and executive officers as a group) were 719,596 shares (6.5%) as of April 21, 2025 .
• Section 16 filings: Curley has on-file Section 16 reports, including a Form 3/A (2018) and annual Form 4 filings reflecting year-start equity transactions (e.g., grant-related filings dated Jan 3, 2025 for period Jan 2, 2025; prior years also show early-January grants), indicating ongoing equity participation .
• Pledging/hedging policy: BayCom’s insider trading policy prohibits holding company securities in margin accounts, pledging stock as loan collateral, or entering hedging transactions (e.g., prepaid forwards, swaps, collars) by directors, officers, and employees—mitigating misalignment/hedging risk for executives like Curley .
• Ownership guidelines: Not disclosed in the proxy for executives (no explicit multiple-of-salary requirement stated) .

Employment Terms

• Change-in-Control (CIC) protection: United Business Bank entered into a Change in Control Agreement dated January 21, 2025 with select officers, including Mary Theresa (Terry) Curley (form of agreement filed as Exhibit 10.23), defining CIC and related severance mechanics compliant with Section 409A; specific severance multiples/benefit levels for Curley should be read in the executed agreement; the plan evidences retention support in a CIC scenario .
• Non-compete/non-solicit: The proxy details such covenants for NEOs in their employment agreements; Curley’s covenants are governed by her CIC/other agreements (not detailed in the proxy body) .
• Clawback: No standalone executive clawback description is provided in the proxy; BayCom notes applicable regulatory framework updates (e.g., incentive compensation oversight), but no specific company policy text for non-NEOs is described .

Risk Indicators & Red Flags

• Insider selling pressure: RS awards (if granted to Curley under the plan) vest over time—potentially creating periodic selling windows—but individual grant sizes/vesting dates for Curley are not disclosed; annual grant cadence typically occurs at year start, per company practice .
• Hedging/pledging: Prohibited for officers, lowering alignment risk from collateralization or downside hedging .
• Legal/regulatory: No Curley-specific legal proceedings disclosed; BayCom notes heightened industry compliance and cybersecurity risks; no material cybersecurity incident disclosed to date .
• Say-on-pay: 2024 say-on-pay passed with ~96% approval, indicating broad investor support for pay programs; this informs overall compensation governance, though individual non-NEO arrangements are not voted on .

Performance & Track Record

• BayCom’s credit-centric performance context (relevant to Curley’s remit): The loan book is concentrated in commercial real estate (85.5% of total loans at 12/31/2024), with risk management and ALCO oversight emphasized; Board notes 320.2% CRE exposure to total regulatory capital and adherence to sound concentration risk practices—areas of direct relevance to the Chief Credit Officer’s role .
• Company-level results: Three-year TSR climbed from 103.30 (2022) to 143.52 (2024); net income ranged $23.6–$27.4m over 2022–2024; these are companywide outcomes, not solely attributable to any one executive .

Compensation Structure Analysis

• Mix and risk: For senior managers, cash incentives are tied to operational/credit/efficiency metrics—consistent with Curley’s functional mandate—while equity under the 2024 Plan aligns pay with stock outcomes; absence of option-heavy grants (2024 NEO awards were RS only) suggests lower risk-taking incentives vs. options .
• Goal rigor: The Annual Bonus Plan includes multi-dimensional goals (growth, credit quality, efficiency, compliance), which discourages singular volume focus and aligns with safe-and-sound practices; 2024 NEO payouts at 42.2% of target indicate moderated achievement in the year—potentially signaling non-trivial hurdle rigor .
• Red flags: No evidence of option repricing, tax gross-ups, or pledging; non-NEO disclosure granularity is limited, preventing full benchmarking of Curley’s base, target bonus, and equity value vs. peers .

Equity Ownership & Alignment (Detail Table)

Employment Terms (Detail Table)

Investment Implications

• Alignment: Curley’s role directly links to credit quality and concentration management; bonus metrics emphasize credit and efficiency, and equity awards (if made) provide long-term alignment—positive for risk-adjusted performance .
• Retention: A formal CIC agreement adds retention value through defined protections during potential change events; this can stabilize leadership through M&A cycles, reducing execution risk .
• Trading signals: Annual grant/vesting cadence (year-start grants; 5-year straight-line vesting in NEO precedent) could create predictable windows of insider Form 4 activity; however, pledging/hedging prohibitions reduce misalignment concerns; Curley’s specific award sizes/vesting dates were not disclosed, limiting precision of supply technicals .
• Governance backdrop: Strong say-on-pay support (~96%) and explicit anti-pledging/hedging policy are constructive; lack of granular non-NEO disclosure constrains detailed pay-for-performance benchmarking for Curley specifically .

Sources: BayCom Corp 2025 DEF 14A and 2024 Form 10-K (and exhibits), plus Curley’s SEC Section 16 filings as cited.

Citations:

• Executive bio, age, education, role:
• Ownership table and insider group:
• Insider trading policy (hedging/pledging bans):
• Equity grant practices/timing; 2024 Plan:
• NEO employment equity vesting/CIC vesting rules:
• Annual Bonus Plan mechanics, metrics, and 2024 NEO achievement:
• NEO pay/perquisites disclosure (non-NEO omission):
• Pay vs Performance (TSR, Net Income):
• CRE concentration and risk management context:
• Curley CIC Agreement (form):
• Say-on-Pay 2024 result:
• Curley SEC filings (Form 3/A; 2025 Form 4 filing):