Brandi Campbell
About Brandi Campbell
Brandi Campbell is EVP & Head of Retail Banking at Bank of Marin, age 56, with 28 years in banking; she joined BMRC in 2019, moved to SVP Retail in March 2020, and became EVP and Head of Retail Banking in September 2022 . In 2024, BMRC executed a balance sheet repositioning and saw net interest margin improve from 2.52% in Q2 to 2.80% in Q4, alongside stronger ROA and pre-tax pre-provision income; non-interest-bearing deposits were 43.5% of total deposits at year-end . For pay-versus-performance context, BMRC’s 2024 cumulative TSR equated to a $100 initial investment value of 99.6 and ROA of -0.22% GAAP / 0.38% comparable; CEO pay-vs-performance tables show the compensation framework linked to these outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of Marin | First Vice President, Regional Manager (Retail Banking) | 2019–2020 | Built market share in Napa, Sonoma, and Alameda retail markets |
| Bank of Marin | Senior Vice President, Retail Banking | Mar 2020–Sep 2022 | Led retail division across Northern California |
| Bank of Marin | EVP & Head of Retail Banking | Sep 2022–Present | Executed deposit rate management and new deposit gathering contributing to margin/profit expansion; reduced facility costs |
| Bank of America | Senior leader in consumer banking and customer service | Prior to 2019 (majority of 28-year career) | Large-scale consumer banking leadership; customer service expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| North Bay Children’s Center (Novato, CA) | Board of Directors | Current | Community leadership and early education support |
| Local nonprofits (food banks, Habitat for Humanity, Humane Society) | Supporter/Participant | Ongoing | Long-time community engagement |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $262,500 | $281,188 | $319,630 |
| Actual Bonus Paid ($) | $112,539 | $43,547 | $79,622 |
| Stock Awards ($ fair value) | $96,815 | $81,265 | $74,378 |
| Option Awards ($) | $14,198 | — | — |
| Other Compensation ($) | $60,285 | $84,164 | $89,181 |
| Total Compensation ($) | $546,338 | $490,164 | $562,811 |
| 2024 Incentive Opportunity | Threshold | Target | Maximum | Company vs. Individual Weighting |
|---|---|---|---|---|
| Cash Incentive (% of salary) | 20.00% | 40.00% | 80.00% | 50% Company / 50% Individual |
Performance Compensation
| Company Metric (2024) | Campbell Weight | Threshold | Target | Maximum | Actual | Result vs Target |
|---|---|---|---|---|---|---|
| Core Pre-tax, Pre-provision Net Income | 15.00% | $21.178M | $24.915M | $28.652M | $24.024M | 88.08% |
| Core Return on Assets | 10.00% | 0.36% | 0.45% | 0.54% | 0.38% | 61.11% |
| Core Non-Interest Expense | 5.00% | $(93.130)M | $(84.664)M | $(76.198)M | $(81.818)M | 133.63% |
| Total Loan Growth | 12.50% | $82.491M | $137.485M | $171.856M | Below threshold | — |
| Total Deposit Growth | 7.50% | $132.321M | $165.401M | $206.751M | Below threshold | — |
| 2024 Cash Bonus Outcome | Bank Results Payout | Individual Results Payout | Discretionary ($) | Total to Target |
|---|---|---|---|---|
| Campbell | 52.01% | 0.00% | $45,113 | 60.00% |
| 2024 Equity Grants (Grant date: 03/01/2024) | Shares | Fair Value ($) | Vesting |
|---|---|---|---|
| Time-vested RSUs | 2,559 | $42,505 | ~33% annually over 3 years |
| Performance RSUs (PSUs; granted at 2x target) | 5,117 | $31,873 | 3-year cliff (2024–2026), vest 2027 |
| 2024 PSU Metrics (3-year performance period) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| ROAA – Percentile vs Peers | 25.00% | 40th | 50th | 75th |
| Diluted EPS Growth YoY – Percentile vs Peers | 25.00% | 40th | 50th | 75th |
| Efficiency Ratio – Percentile vs Peers | 15.00% | 40th | 50th | 75th |
| Non-Performing Assets / Average Assets – Percentile vs Peers | 35.00% | 40th | 50th | 75th |
| Historical PSU Outcome | Performance Period | Vesting |
|---|---|---|
| 2021 PSU grant (2019–2021 metrics) | 2021–2023 | Vested at 43.84% of target in 2024 |
Clawback: Awards subject to recoupment in case of significant restatement due to negligence, fraud, or intentional misconduct .
Equity Ownership & Alignment
| Beneficial Ownership (Apr 2, 2025) | Sole Voting & Investment | Shared Voting & Investment | Options Exercisable within 60 days | Total | % of Common Stock |
|---|---|---|---|---|---|
| Brandi Campbell | 21,007 | 2,326 (ESOP) | 4,764 | 28,097 | 0.17% |
| Unvested Restricted Stock (12/31/2024) | Shares Not Vested | Market Value ($23.77/sh) |
|---|---|---|
| Grant 3/01/2022 | 2,189 | $52,033 |
| Grant 3/01/2023 | 3,728 | $88,615 |
| Grant 3/01/2024 | 7,676 | $182,459 |
| Outstanding Options (Campbell) | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| Option 1 | 300 | — | 40.10 | 03/02/2030 |
| Option 2 | 926 | — | 38.25 | 03/01/2031 |
| Option 3 | 1,829 | — | 38.11 | 10/29/2031 |
| Option 4 | 1,139 | 570 | 34.03 | 03/01/2032 |
- Closing price on 12/31/2024: $23.77; all listed strikes > $23.77, implying these options were out-of-the-money at year-end .
- Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; directors 2x max annual retainer; all NEOs/directors in compliance .
- Hedging/pledging: Hedging disallowed; pledging prohibited; none of the shares held by directors/NEOs are pledged .
Employment Terms
| Agreement/Provision | Key Terms | Campbell-specific Economics |
|---|---|---|
| Employment Contract | None disclosed for Campbell (CEO only has employment agreement) | — |
| Change-in-Control Agreement | Double-trigger (CIC followed by termination or good reason within 1 year); components include average salary × 1.5 seniority factor (EVP), prior-year bonus, COBRA premiums; 280(g) cutback; accelerated vesting of unvested equity if BMRC not surviving | Salary Component $438,754 ; Bonus Component $79,622 ; COBRA $15,454 ; SERP Accrued Benefit $127,723 ; Accelerated Restricted Stock $323,106 ; Total Estimated Payments & Benefits $984,659 |
| Clawback (cash incentives) | Recoupment on significant restatement due to negligence, fraud, or intentional misconduct | Applies to Campbell |
| Tax Gross-Ups | No excise tax gross-ups in incentive programs | Applies to Campbell |
| Deferred Compensation | No contributions or balance reported for Campbell in 2024 | — |
| SERP | Defined benefit; normal payout equals 25% of final salary over 5–15 years; vesting accrues over service until age 65 | Present Value of Accumulated Benefit $127,723 (as of 12/31/2024) |
Investment Implications
- Alignment: Campbell’s equity mix (RSUs/PSUs) and stock ownership guideline compliance indicate solid alignment; hedging and pledging prohibitions reduce misalignment risk . Her beneficial ownership totals 28,097 shares (0.17% of outstanding), plus options that were OTM at year-end, limiting near-term exercise-driven selling .
- Vesting and potential supply: Time-based RSUs vest approximately 33% annually; unvested counts from 2022–2024 grants total 13,593 shares with disclosed market values, implying periodic share delivery that could add modest supply around anniversaries absent offsetting share withholding for taxes .
- Performance incentive rigor: 2024 cash incentive weighting emphasizes core pre-tax pre-provision earnings and ROA; with deposit/loan growth below threshold, bankwide payout was 52.01%. Campbell’s individual payout was 0% but received a discretionary $45,113 for margin/profit expansion via deposit strategy and cost reductions—highlighting committee discretion when metrics understate execution impact .
- Retention: Double-trigger CIC protection with $()$985k estimated payout plus SERP accrual supports retention through strategic cycles; absence of gross-ups and presence of 280(g) cutback reflect shareholder-friendly terms .
- Pay oversight signal: Say-on-pay support ~86% in 2024 suggests investors broadly endorse BMRC’s pay-for-performance framework, reducing governance overhang risk related to executive compensation .
BMRC business context: Net interest margin and comparable profitability improved in 2H24 post-repositioning; ROA and efficiency ratio trends improved, while non-interest-bearing deposits remained robust at 43.5% of total, framing the operating backdrop for Campbell’s retail execution focus .