Cigdem F. Gencer
About Cigdem F. Gencer
Independent director of Bank of Marin Bancorp since 2023; age 57. Background spans executive roles at a Fortune 500 financial institution across international HR, enterprise data strategy/analytics, and senior leadership of Wealth Management (CFO/COO/Regional Sales Director). Founder and executive coach at Fazilet Consulting; Board Chair of the San Francisco–Marin Food Bank; lecturer/coach affiliated with California State University East Bay and The Wharton School (her alma mater) . She is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune 500 financial institution (unnamed) | EVP; Head of International HR; Head of Enterprise Data Strategy & Analytics; CFO/COO/Regional Sales Director, Wealth Management | Nearly two decades | Led transformative growth, expansion, investment strategies, including international expansion |
| Intrax, Inc. | Chief Financial Officer | Not disclosed | Financial leadership |
| Financial services consulting | Management Consultant | Not disclosed | Sector advisory |
| Fazilet Consulting | Founder & Executive Coach | Since 2021 | Executive coaching and organizational consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| San Francisco–Marin Food Bank | Board Chair | Current | Community leadership |
| California State University, East Bay | Lecturer, Women in Leadership Program | Past | Education role |
| The Wharton School (University of Pennsylvania) | Leadership Coach, Executive MBA | Past/ongoing | Alumni; coaching engagement |
| Fazilet Consulting | Founder & Executive Coach | Since 2021 | Independent consulting practice |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director (Nasdaq) |
| Board Tenure | Joined October 2023 |
| Committee Memberships (Company-level) | Audit Committee member |
| Bank-level Committee Roles | Chair, Wealth Management & Trust Services Committee |
| Attendance | Each director standing for re‑election attended ≥75% of Board and committee meetings in 2024 |
| Meetings (2024) | Board: 6; Audit: 8; Compensation: 9; Nominating & Governance: 4 |
| Annual Meeting Attendance (2024) | All directors attended except Ms. Watson (implies Ms. Gencer attended) |
| Board Leadership Structure | Separate independent Chair and CEO roles; independent Chair leads Board |
Fixed Compensation
| Director Cash/Equity Structure | 2023 | 2024 |
|---|---|---|
| Board Retainer ($) | 90,000 | 92,700 |
| Chair of the Board Retainer ($) | 25,000 | 25,500 |
| Audit Committee Chair Retainer ($) | 7,000 | 7,500 |
| All Other Committee Chair Retainer ($) | 5,500 | 6,000 |
| Gencer – Non‑Employee Director Compensation (2024) | Amount ($) |
|---|---|
| Fees earned and paid in cash | 34,456 |
| Stock awards (paid in Company stock) | 34,394 |
| Option awards | — |
| All other compensation | — |
| Total | 68,850 |
- Directors generally receive approximately half cash and half Company stock; paid semi‑annually; committee chairs receive additional annual cash (Audit $7,500; others $6,000); Chair of the Board receives $25,500; stock awards from the 2020 Director Stock Plan .
Performance Compensation
- BMRC does not disclose performance‑linked compensation for non‑employee directors; director equity is retainer-based via the 2020 Director Stock Plan, not tied to operating metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None disclosed for Ms. Gencer |
| Notable Other Board Roles | Board Chair, San Francisco–Marin Food Bank |
| Potential Interlocks | No related-party arrangements disclosed for directors; Company not engaged in related-party transactions |
Expertise & Qualifications
- Executive leadership across HR, finance, operations, data/analytics; wealth management domain experience; consulting and coaching background; community leadership .
- Audit Committee service (not designated as the Audit Committee Financial Expert; that designation applies to James C. Hale) .
Equity Ownership
| Beneficial Ownership (as of April 2, 2025) | Shares | % of Common Stock | Options Exercisable |
|---|---|---|---|
| Cigdem F. Gencer | 2,905 (sole voting & investment power) | 0.02% | — |
| Ownership Alignment & Policies | Status |
|---|---|
| Stock Ownership Guidelines | Board members: 2× maximum annual retainer; all Board members are in compliance |
| Hedging/Pledging | Prohibited for directors and officers; none of listed insiders pledged shares |
| Insider Trades (recent) | Date | Transaction | Shares | Price | Post‑Transaction Holdings |
|---|---|---|---|---|---|
| Form 4 – Board fee paid in stock | 2025‑07‑01 | Award of common stock as director fee | 992 | $24.05 | 3,897 |
Governance Assessment
- Independence and committee engagement: Independent director on Audit Committee; chairs Bank’s Wealth Management & Trust Services Committee—roles align with her finance/operations background .
- Attendance: Met minimum attendance (≥75%) across Board/committee meetings; 2024 Annual Meeting attendance was universal except Ms. Watson, implying solid engagement by Ms. Gencer .
- Compensation mix and alignment: Director pay split between cash and stock; equity from the 2020 Director Stock Plan fosters alignment. Committee chair fees are modest; compensation affirmed relative to peer practices .
- Ownership and policies: Holds Company shares; adheres to Board ownership guidelines; no hedging or pledging allowed; none pledged—strong alignment and risk controls .
- Conflicts/related party exposure: Nominating & Governance Committee screens and approves any related‑party transactions; Company reports none currently—low conflict risk .
- RED FLAGS: None apparent—no Section 16(a) delinquencies; no related‑party transactions; no hedging/pledging; no option repricing; no excise tax gross‑ups .