Brian M. Sobel
About Brian M. Sobel
Independent director of Bank of Marin Bancorp (BMRC) since 2001; age 70. Principal Consultant at Sobel Communications since 1987 with deep media and governmental relations experience; formerly Chairman of the Board from 2015 to May 2022. Past committee leadership includes Chair of Compensation and Executive Committees; prior service on Audit and Bank Asset/Liability Committees; currently serves on the Nominating & Governance Committee. Nasdaq-independent; attended ≥75% of Board/committee meetings in 2024; attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Marin Bancorp | Chairman of the Board | 2015–May 2022 | Led Board; oversaw governance and strategic oversight |
| Bank of Marin Bancorp | Director | 2001–present | Past Chair of Compensation and Executive; member Audit; Bank Asset/Liability |
| City of Petaluma | City Council Member | ~10 years | Local governance; policy experience |
| Sonoma County Transportation Authority | Chair | Not disclosed (prior service) | Regional infrastructure oversight |
| Cedars Foundation of Ross | Corporate Officer & Trustee | Not disclosed (prior service) | Non-profit governance |
| Petaluma Area Chamber of Commerce | President | Not disclosed (prior service) | Business community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sobel Communications (Petaluma) | Principal Consultant | 1987–present | Media/governmental relations |
| Golden Gate Bridge, Highway & Transportation District | Board Member | 14 years | Transportation governance |
| 4th Agricultural District (State appointment) | Board Member | Two-term appointee | State-level oversight |
| KTVU FOX2 (SF Bay Area) | Political Analyst | Ongoing | Media analysis |
Board Governance
- Independence: All nominees except CEO independent as of Record Date; Sobel is independent .
- Committees (2025 slate): Nominating & Governance member; no current chair roles .
- Attendance: Board held 6 meetings in 2024; each director standing for re-election attended ≥75% of Board/committee meetings .
- Annual Meeting: All directors attended in 2024 except Ms. Watson (Sobel attended) .
- Nominating & Governance (NG) meetings: 4 in 2024; NG oversees related party transactions and board composition/diversity policy .
- Related-party oversight: NG reviews and must approve any related party transactions; Company states no current related party transactions .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board Retainer (standard) | $90,000 | $92,700 |
| Chair of Board Retainer | $25,000 | $25,500 |
| Audit Chair Retainer | $7,000 | $7,500 |
| Other Committee Chair Retainers | $5,500 | $6,000 |
| Director | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Brian M. Sobel (2024) | 51,449 | 45,651 | — | — | 97,100 |
| Brian M. Sobel (Plan structure) | Paid approx. half in cash and half in stock from Director Stock Plan; compensation paid semi-annually; no listed deferral election in 2024 |
Notes: Director fees typically split ~50% cash/~50% stock; stock paid under 2020 Director Stock Plan; deferral plan exists but Sobel was not listed among directors who deferred in 2024 .
Performance Compensation
| Element | Terms | Metrics/Vesting |
|---|---|---|
| Director Equity (annual stock) | Common stock grants as portion of director fees under 2020 Director Stock Plan | No performance metrics disclosed for director equity; paid as stock at grant-date market value; fractional shares paid in cash |
| Options | None granted to Sobel in 2024; prior director option balances disclosed for certain directors, not including Sobel | N/A |
Company-wide compensation governance signals:
- No hedging or pledging permitted for directors/NEOs; stock ownership guidelines apply; no option repricing without shareholder approval; no excise tax gross-ups .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Sobel |
| Prior public company boards | None disclosed for Sobel |
| Shared directorships with BMRC peers/customers/suppliers | Not disclosed; NG Committee reviews potential conflicts |
Expertise & Qualifications
- Media relations, governmental relations, and regional public policy expertise; long-standing Bay Area civic involvement .
- Deep familiarity with BMRC’s market (Marin/Sonoma Counties) and prior board leadership including Chair of Board and committee chairs .
- Governance competency through service across Audit, Compensation, Executive, and Asset/Liability committees historically .
Equity Ownership
| Holder | Shares Owned (Sole) | Options Exercisable | Shared Voting/Investment | Total | % Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Brian M. Sobel | 31,930 | — | — | 31,930 | 0.20% | None; anti-hedging/pledging policy |
Ownership alignment policy:
- Director stock ownership guideline: 2× maximum annual retainer for Board members; Company states all Board members are in compliance .
Insider Trades
- Section 16(a) compliance: No delinquent filings for 2024 transactions; indicates timely reporting by directors and officers .
Governance Assessment
- Board effectiveness: Sobel provides significant governance continuity (director since 2001) and prior leadership experience as Board Chair and committee chair; current NG membership ties directly to oversight of director nominations, diversity policy, and related-party review .
- Independence and attendance: Independent under Nasdaq rules; met ≥75% attendance threshold in 2024; attended Annual Meeting, supporting engagement .
- Compensation/ownership alignment: Director pay mix is balanced between cash and stock; Sobel’s 2024 total was $97,100 with ~47% in stock; Company-wide policies prohibit hedging/pledging and enforce director ownership guidelines; all directors in compliance .
- Conflicts/related-party exposure: NG oversees related-party transactions; Company discloses no current related-party transactions; director/insider loans follow ordinary-course terms and presented no unfavorable features in 2023 .
- Risk indicators and red flags:
- Skin-in-the-game: Beneficial ownership of 31,930 shares (0.20%); no pledging; guideline compliance asserted at board level .
- Tenure: Very long tenure (since 2001) can raise entrenchment perceptions in some governance frameworks, though Sobel remains Nasdaq-independent and active on NG .
- Compensation anomalies: None; director equity is not performance-based; no options or special perquisites disclosed for directors; no hedging/pledging; no tax gross-ups .
- Shareholder sentiment: Company’s 2024 Say-on-Pay approved by ~86%, indicating broader support for compensation governance; while NEO-focused, signals investor confidence in pay practices .
Overall, Sobel’s profile points to strong governance continuity and local market expertise, with independence affirmed, active NG membership, and no disclosed conflicts or pledging. The principal watchpoint is long tenure versus evolving board refresh priorities; mitigants include independence, committee engagement, and adherence to ownership and trading policies .