Charles D. Fite
About Charles D. Fite
Independent director of Bank of Marin Bancorp (BMRC) since 2021; age 67 as of the 2025 proxy. Background in commercial real estate as President of Fite Development Company (since 1980), with prior 28-year directorship and 20-year chairmanship at American River Bankshares. Serves on BMRC’s Compensation and Nominating & Governance Committees and the Bank’s Asset/Liability Committee; classified independent under Nasdaq rules. Stock ownership of 113,567 BMRC shares (0.70% of outstanding) with no pledging permitted under company policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American River Bankshares | Director; Chairman of the Board | 28 years (Director); 20 years (Chair) | Led governance for a regional bank; experience carried over post-acquisition by BMRC |
| FamiliesFirst (non-profit) | President/Chair | Not disclosed | Led largest foster care agency in California |
| Sacramento Country Day School (non-profit) | President/Chair | Not disclosed | Community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fite Development Company | President | Named in 1980 | Third-generation real estate developer; licensed broker and contractor in CA/NV |
| Region Business Association | Immediate Past President | Not disclosed | Regional advocacy for economic growth and job creation |
| Building Industry Association of Superior California – Commercial Builders Council | Chairman | Not disclosed | Industry leadership |
| American River Bankshares Foundation | Chairman (until closure) | Not disclosed | Philanthropy focused on vulnerable women and children |
Board Governance
- Independence: Independent director; only CEO Timothy Myers is non-independent among nominees as of April 2, 2025.
- Committees: Compensation member; Nominating & Governance member; attends Bank’s Asset/Liability Committee. Not a committee chair.
- Attendance: Board held 6 regular meetings in 2024; all directors standing for re-election attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting except Ms. Watson.
- Board leadership: Independent Chairman (William H. McDevitt); separate CEO; active committee oversight of risk and governance.
- Related party transactions: None currently; related party transactions reviewed by Nominating & Governance per Item 404; ordinary-course banking for directors under standard terms.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board retainer (non-employee director) | $90,000 | $92,700 |
| Chairman of the Board retainer | $25,000 | $25,500 |
| Audit Committee Chair retainer | $7,000 | $7,500 |
| Other Committee Chair retainer (Comp, N&G, WMTS, ALCO) | $5,500 | $6,000 |
| Director | Fees Earned in Cash ($) | Stock Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Charles D. Fite (2024) | $45,699 | $45,651 | — | — | $91,350 |
Notes:
- Director fees paid ~50% in company stock, ~50% in cash; paid semi-annually in arrears.
Performance Compensation
- Non-employee directors receive cash and stock retainer; no disclosed performance-linked equity awards for directors (RSUs/PSUs are for Named Executive Officers). No director option repricing; last stock option grants ceased in 2022.
- Therefore, no performance metrics or vesting schedules are disclosed for director compensation.
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Overlap/Interlock |
|---|---|---|---|
| American River Bankshares (prior) | Prior public company | Director; Chair | Historical; basis for BMRC board expertise post-acquisition |
No current public company directorships disclosed for Fite other than BMRC.
Expertise & Qualifications
- Commercial real estate leadership; licensed broker and contractor (CA/NV).
- Long-tenured bank board governance (28 years ARB; 20 years chair).
- Community and non-profit leadership across foster care and education.
- BMRC notes his business acumen and board role understanding as qualifications.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Common Stock | Ownership Type | Pledged? |
|---|---|---|---|---|
| Charles D. Fite | 113,567 | 0.70% | Sole voting/investment power | Company prohibits pledging; none pledged |
- Director stock ownership guidelines: 2× maximum annual retainer for Board members; all Board members in compliance.
Insider Trades (last 24 months)
| Filing Date | Transaction Date | Form | Transaction Type | Shares | Source |
|---|---|---|---|---|---|
| 2024-07-02 | 2024-07-02 | Form 4 | Sale | 1,407 | |
| 2025-01-02 | 2025-01-02 | Form 4 | Not disclosed | Not disclosed | |
| 2025-07-02 | 2025-07-02 | Form 4 | Not disclosed | Not disclosed |
Notes:
- Multiple BMRC directors filed Form 4s on 2024-07-02 for identical 1,407-share sales, consistent with board-wide transactions on that date.
- EDGAR index confirms additional Fite Form 4s in 2025; details are in filings.
Governance Assessment
- Alignment: Material personal shareholding (0.70%) and compliance with ownership guidelines signal alignment; hedging/pledging prohibited for directors enhances investor confidence.
- Independence & engagement: Independent; active on Compensation and Nominating & Governance; attended requisite meetings (≥75% threshold; annual meeting attendance noted).
- Compensation structure: Director pay is modest and balanced between cash and stock without performance-linked awards, reducing pay-for-performance signaling but typical for bank boards; no reported options for Fite; no gross-ups; strong governance around clawbacks applies to NEO incentives.
- Conflicts/related party risk: Real estate background can create sector adjacency; however, company reports no related party transactions and applies rigorous review under Item 404 with abstention requirements; ordinary-course banking with standard terms.
- Red flags: None disclosed for Fite on attendance, related-party transactions, pledging, or legal proceedings in the proxy; monitor insider sales cadence (e.g., 7/2/2024 board-wide sale) for context (tax/comp-related vs discretionary).