David Bloom
About David Bloom
David Bloom (age 64) is Executive Vice President and Head of Commercial Banking at Bank of Marin, joining in 2023. He leads strategy and performance for Commercial Banking across eight regional offices and the specialty wine business, with 25+ years in commercial banking including senior leadership at First Republic Bank and a national bank’s business banking group . In 2024, BMRC’s business highlights included loan originations of $152.6M (up from $144.1M) with a 67% 4Q acceleration and improving net interest margin to 2.80% in Q4; company-selected performance measures for incentives included Core PTPP, ROA, expenses, loan and deposit growth . BMRC’s indexed TSR for 2024 was 99.6 (vs. 100.2 for the S&P Regional Banks Index), with Pay vs Performance disclosures aligning incentive design to ROA and PTPP outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Republic Bank | Senior Managing Director of Business Banking (Northern CA & Pacific NW) | Not disclosed | Led regional business banking growth; relevant to BMRC commercial expansion |
| National Bank (not named) | Acting SVP & Regional Area Manager, Business Banking (SF, San Mateo, Marin) | Not disclosed | Managed regional business-banking teams and portfolio performance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Salesian Boys’ & Girls’ Clubs | Volunteer | Not disclosed | Community engagement and youth support |
| San Francisco Recreation & Parks | Volunteer | Not disclosed | Civic involvement |
| GLIDE (social justice center) | Volunteer | Not disclosed | Community impact and outreach |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 124,596 | 321,276 |
Notes: “Other” compensation for 2024 totaled $215,351, inclusive of items such as ESOP contributions, dividends on unvested restricted stock, and SERP accruals (components itemized in the proxy methodology; specific Bloom breakdown not separately enumerated) .
Performance Compensation
Short-Term Incentive Design (Cash)
| Parameter | Bloom |
|---|---|
| Incentive Opportunity (as % of base) | Threshold 20%; Target 40%; Maximum 80% |
| Weighting of Goals | 50% Company / 50% Individual |
| Company Metric Weights (within Bloom’s STI) | Core PTPP 15%; Core ROA 10%; Core Non-Interest Expense 5%; Total Loan Growth 12.5%; Total Deposit Growth 7.5% |
| 2024 Bankwide Results (payout vs target) | Core PTPP 88.08%; ROA 61.11%; Expenses 133.63%; Loan Growth below threshold; Deposit Growth below threshold; Overall Bankwide payout 52.01% |
| 2024 Individual Component Outcome | 60% of individual component for Bloom |
| 2024 Discretionary Addition | $12,015 for exceptional work (loan origination system adoption, team build-out) |
2024 Cash Bonus Outcome
| Metric | 2024 |
|---|---|
| Cash Bonus Paid ($) | 86,820 |
| Total Payout vs Target | 65% (including discretionary) |
Long-Term Incentive Design (Equity)
Company policy: 50% Performance RS and 50% Time-Vested RS for 2024 grants (performance shares based on relative peer-percentiles; 3-year performance period; max 200% of target; threshold 50%) .
Performance Share Metrics (3-year, 2024–2026; vests 2027):
- ROAA Percentile (25% weight) – Threshold 40th, Target 50th, Max 75th
- Diluted EPS Growth YoY Percentile (25%) – Threshold 40th, Target 50th, Max 75th
- Efficiency Ratio Percentile (15%) – Threshold 40th, Target 50th, Max 75th
- Non-Performing Assets / Avg Assets Percentile (35%) – Threshold 40th, Target 50th, Max 75th
Historical PSU vesting: 2021 award vested at 43.84% of target (peer-relative framework) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 17,124 shares (0.11% of common stock) |
| Unvested Restricted Stock (12/31/24) | 6,740 shares (grant 9/15/2023) valued $160,210; 2,252 shares (grant 3/01/2024) valued $53,530 |
| Stock Options | None outstanding for Bloom |
| Pledging/Hedging | Prohibited; none of NEO/Director shares are pledged; no hedging allowed |
| Ownership Guidelines | NEOs required to hold 1x base salary; all NEOs in compliance |
Vesting schedules: Time-based RS vest ~33% annually over three years (awards 2015–2024); performance RS cliff-vest after 3-year performance period (e.g., 2024 PSU vests 2027) .
Employment Terms
| Element | Terms Relevant to Bloom (EVP) |
|---|---|
| Employment Agreement | No individual employment contract disclosed for EVPs; only CEO has an employment agreement |
| Change-in-Control (CIC) | Double-trigger: CIC followed within 1 year by qualifying termination/Good Reason; includes adverse title/duties change, salary reduction, non-salary benefit cuts ≥20%, relocation >40 miles, failure to assume agreement |
| CIC Cash Formula | Lump sum: Average last-3-year salary × 1.50 (EVP Seniority Factor) + prior-year bonus + COBRA health (18 months) + COBRA dental/vision (12 months) + equity acceleration + SERP vesting (subject to 280G cutback) |
| CIC Estimated (12/31/24) | Total $1,013,659 (Salary $482,943; Bonus $86,820; Benefits $54,113; SERP $176,043; Accelerated RS $213,740) |
| SERP | Defined benefit targeting 25% of final salary; vesting starts after 5 years service; Bloom present value $176,043 (1 credited year) |
| Clawbacks | Annual incentive clawback for restatements due to negligence, fraud or intentional misconduct |
| Equity Acceleration | Unvested options/RS fully vest upon certain events (e.g., CIC where Company not surviving); time-based and performance-based terms as described |
| Tax Gross-Ups | No excise tax gross-ups; 280G cutback applies |
Performance Compensation – Detailed Metrics Table (2024)
| Metric | Weight in Plan | Target | Actual/Result | Payout vs Target |
|---|---|---|---|---|
| Core Pre-Tax, Pre-Provision (Company metric) | 30.00% (Company total) | $24.915M | $24.024M | 88.08% |
| Core ROA (Company metric) | 20.00% (Company total) | 0.45% | 0.38% | 61.11% |
| Core Non-Interest Expense (Company metric) | 10.00% (Company total) | $(84.664)M | $(81.818)M | 133.63% |
| Total Loan Growth (Company metric) | 25.00% (Company total) | $137.485M | Below threshold | 0% |
| Total Deposit Growth (Company metric) | 15.00% (Company total) | $165.401M | Below threshold | 0% |
| Overall Bankwide Payout | — | — | — | 52.01% |
| Bloom Individual Component | 50% of STI | — | Assessed | 60.00% |
| Bloom Discretionary | — | — | $12,015 | — |
Notes: Company excluded the one-time after-tax loss from $325M AFS securities repositioning from STI funding; CD&A provides GAAP-to-non-GAAP reconciliations .
Additional Governance, Peer, and Say-on-Pay Context
- No related party transactions; insider loans made on market terms within regulatory limits; none unfavorable .
- Compensation peer group: 19 Western-region public banks ($2–$10B assets) used to benchmark, with targets around 50th percentile and incentive maxima at 200% of target; median peer assets $4.12B vs BMRC $3.70B .
- Say-on-pay support: ~86% approval in 2024; the Committee retained the program structure for 2025 .
Equity Awards and Vesting Detail
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting Terms | Status/Value as of 12/31/24 |
|---|---|---|---|---|---|
| 9/15/2023 | Restricted Stock (type not specified; time-based typical) | 6,740 | Not disclosed | Time-vest ~33% per year over 3 years (plan standard) | $160,210 market value |
| 3/01/2024 | Performance RS (PSUs) | 2,252 | 14,027 | 3-year performance (2024–2026), cliff-vest 2027; metrics peer-relative | $53,530 market value |
Company has not granted stock options since 2022; Bloom has no options outstanding .
Investment Implications
- Pay-for-performance alignment: Bloom’s 2024 cash incentive tied half to company KPIs and half to individual goals, with bankwide payout at 52.01% and an individual outcome of 60%, plus a small discretionary award for execution on lending infrastructure—consistent with disciplined, multi-metric incentives and clawbacks .
- Retention and potential selling pressure: Unvested equity (8,992 shares at 12/31/24) vests over the next 1–3 years (time-based) and in 2027 (performance), suggesting continued alignment and limited near-term selling pressure; pledging and hedging are prohibited .
- Change-in-control economics: Double-trigger CIC with a total illustrative value of ~$1.01M supports retention through potential consolidation while avoiding tax gross-ups (280G cutback) .
- Skin-in-the-game: Beneficial ownership of 17,124 shares (0.11%) and compliance with ownership guidelines, combined with performance-based equity weighting at the plan level, indicate alignment with shareholders .
- Execution focus: Company operating priorities (Core PTPP, ROA, expense control, loan growth) and 2024 progress (loan originations acceleration, NIM improvement, stable NIBD mix) intersect directly with Bloom’s remit in Commercial Banking, reinforcing that incentive design targets measurable value creation under his scope .