Robert G. Laverne, MD
About Robert G. Laverne, MD
Robert G. Laverne, MD is an independent director of BayCom Corp (BCML), serving since 2004; he is age 78 and brings healthcare and real estate development expertise to the board . He is an anesthesiologist at John Muir Medical Center and founder/Managing Member of New Horizons Properties, LLC; he holds an MD from UCSF and a BA from UC Berkeley . The board has affirmatively determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical Anesthesia Consultants | Chief Financial Officer | 1988–1994 | Financial leadership for physician group |
| Medical Anesthesia Consultants | Director | 1988–2008 | Governance oversight |
| John Muir Medical Center | Chairman, Dept. of Anesthesiology | 1989–1991 | Department leadership |
| John Muir Medical Center | Chairman, Physician Credentials Committee | 1994–2001 | Credentials oversight |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| New Horizons Properties, LLC | Founder & Managing Member | Current | Property development |
| John Muir Medical Center | Anesthesiologist | Current | Clinical practice |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Corporate Governance & Nominating (CGN) Committee member .
- Attendance and engagement: In 2024 the Company board held 5 regular and 5 special meetings; the Bank board held 11 regular meetings; no incumbent director attended fewer than 75% of aggregate board and committee meetings . Directors are expected to attend annual meetings; all directors were in attendance at last year’s annual meeting .
- Independence: The board determined Laverne is independent; board considered director loans/deposits and found no relationships interfering with independent judgment .
- Committee meeting cadence: Audit met 11 times; Compensation met 10 times; CGN met once in 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 11 |
| Compensation | Chair | 10 |
| CGN | Member | 1 |
Fixed Compensation
| Item (2024) | Amount |
|---|---|
| Fee Earned or Paid in Cash | $30,500 |
| Stock Awards (grant-date fair value) | $27,000 |
| Total Director Compensation | $57,500 |
BayCom Director Compensation Program (structure):
- Monthly board retainer: $2,250
- Chairman of Board additional monthly retainer: $2,500 (Kendall)
- Audit Committee member monthly retainer: $250; Audit Chair additional monthly: $850 (Chaudhary)
- Compensation Committee member quarterly retainer: $250; Compensation Chair additional quarterly: $500 (Laverne)
- Annual director equity grant: 1,327 restricted shares (granted July 1, 2024), scheduled to vest one year from grant
Performance Compensation
| Component | Terms | Performance Metrics |
|---|---|---|
| Restricted Stock (Director grant) | 1,327 shares granted 7/1/2024; time-based vest at 1 year | None disclosed (time-based vesting only) |
Other Directorships & Interlocks
- No other public company directorships are mentioned in Laverne’s biography in the proxy .
Expertise & Qualifications
- Clinical leadership and healthcare governance (department chair and credentials committee chair) .
- Financial stewardship (former CFO of Medical Anesthesia Consultants) .
- Real estate development and management (founder and Managing Member of New Horizons Properties, LLC) .
Equity Ownership
| Beneficial Ownership (as of 4/21/2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total shares beneficially owned | 88,027 | <1% (asterisk denotes less than 1%) | Includes restricted shares per footnote |
| Restricted shares included in total | 24,332 | — | Sole voting, no dispositive power |
| Pledging of company stock | Prohibited by insider trading policy | — | Pledging and hedging transactions prohibited |
| Hedging (collars/swaps/exchange funds) | Prohibited | — | Per insider trading policy |
Related-Party & Banking Relationships
| Metric | 2023 | 2024 |
|---|---|---|
| Loans to directors/executives & affiliates (aggregate) | $29.8 million; 9.5% of consolidated equity | $18.3 million; 5.7% of consolidated equity |
| Deposits from directors/executives & affiliates (aggregate) | $26.3 million | $13.8 million |
- These loans are made on substantially the same terms (rates/collateral) as non-related counterparties, do not involve more than normal credit risk, and present no unfavorable features; subject to regulatory restrictions on transactions with affiliates .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Composition & independence | Compensation Committee composed solely of independent directors |
| Chair | Robert G. Laverne, MD |
| Responsibilities | Executive/director compensation oversight; approve objectives; recommend CEO pay; approve benefit plan changes; recommend director compensation; evaluate committee performance |
| Meetings | 10 in 2024 |
| Use of independent consultant | Not disclosed in proxy |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay (2024 meeting; vote on 2023 compensation) approved by approximately 96% of votes cast; company will continue annual Say-on-Pay votes through next frequency vote in 2030 .
Governance Assessment
- Strengths: Independent status; multi-committee service with Compensation Chair role; high board/committee meeting cadence and attendance; explicit prohibitions on pledging/hedging increase alignment .
- Alignment: Holds 88,027 shares including 24,332 restricted shares; receives modest cash fees and annual time-based RSUs; director equity vests in one year, aligning incentives to near-term share performance without complex metrics .
- Conflicts/Red Flags: Ordinary-course loans/deposits with directors exist but are on market terms and within regulatory limits; no adverse features disclosed; no related-party transactions beyond banking relationships reported for 2023–2024 . No pledging or hedging permitted, reducing alignment risk .
- Signals to investors: As Compensation Committee Chair, Laverne influences executive and director pay structure and risk posture; committee independence and meeting frequency suggest robust oversight; strong Say-on-Pay support indicates shareholder confidence in compensation governance .
Note: Stock ownership guidelines, meeting fees beyond retainers, and use of external compensation consultants are not disclosed in the proxy sections reviewed. All data points above are drawn directly from BayCom Corp’s 2025 DEF 14A.