Joel Sklar, MD
About Joel Sklar, MD
Founding director of Bank of Marin Bancorp (BMRC) serving since 1989; age 75; independent under Nasdaq rules as of April 2, 2025 . He trained in internal medicine at UC San Diego and cardiology at University of Colorado Health Sciences Center, founded Marin Hospitalist Medical Group and Marin Medical Practice Concepts, retired as Chief Medical Officer at Marin General Hospital, and is currently an executive consultant at Marin Health Medical Center; also a director of the California Film Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Marin Bancorp / Bank of Marin | Chairman of the Board | Jul 2007 – Dec 2013 | Led Board; prior chair of Audit, Executive, and Nominating & Governance Committees |
| Cardiovascular Associates of Marin & San Francisco | Managing Partner | >20 years (retired) | Clinical and practice leadership |
| Marin General Hospital | Chief Medical Officer | Recently retired | Senior clinical executive |
| Marin Hospitalist Medical Group | Founder | n/a | Founded and led practice |
| Marin Medical Practice Concepts | Founder | n/a | Founded and led practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marin Health Medical Center | Executive Consultant | Current | Healthcare operating expertise |
| California Film Institute | Director | Current | Non-profit board role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent (all nominees except CEO were independent as of record date) |
| Current Committees | Compensation Committee (Chair) |
| Prior Committees | Served as Chair of Audit, Executive, and Nominating & Governance |
| 2024 Meetings | Board: 6 meetings; Compensation Committee: 9 meetings; Audit: 8; Nominating & Governance: 4 |
| Attendance | Each director standing for re-election attended ≥75% of Board and applicable committee meetings in 2024 |
| Annual Meeting Attendance | All directors attended the 2024 Annual Meeting except Ms. Watson |
| Shareholder Vote (2025) | Votes for re-election: For 9,461,497; Withheld 1,681,513; Broker non-votes 1,664,566 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board Retainer (non-employee directors; paid ~50/50 cash/stock) | $90,000 | $92,700 |
| Chair of the Board Retainer | $25,000 | $25,500 |
| Audit Chair Retainer | $7,000 | $7,500 |
| All Other Committee Chair Retainer (includes Compensation Chair) | $5,500 | $6,000 |
| 2024 Director Compensation (Sklar) | Amount (USD) |
|---|---|
| Fees earned and paid in cash | $51,449 |
| Stock awards | $45,651 |
| Option awards | — (none) |
| All other compensation | — |
| Total | $97,100 |
| Notes | Stock portion paid in common stock under 2020 Director Stock Plan; directors may defer cash fees via 2021 Director Deferred Fee Plan (no deferral shown for Sklar) |
Performance Compensation
- Non-employee directors receive equity via stock grants as part of annual retainer; no performance-conditioned director equity or options were disclosed for 2024 (Sklar’s Option Awards = “—”) .
- Director stock ownership guideline: 2x maximum annual retainer; the company states all Board members are in compliance .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Sklar |
| Non-profit/other boards | California Film Institute (Director) |
| Interlocks/conflicts | None disclosed in proxy; Company reports no related party transactions |
Expertise & Qualifications
- Medical leadership and operations (CMO, managing partner, founder); regulated industry oversight experience via long BMRC tenure .
- Prior board leadership across key committees (Compensation Chair currently; prior chair roles in Audit, Executive, N&G) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership | 123,652 shares (0.76% of common stock) |
| Ownership form | Shared voting/investment power via trust; no sole voting power |
| Options (exercisable/unexercisable) | None listed for Sklar |
| Pledged shares | None; pledging prohibited by policy |
| Anti-hedging | Hedging prohibited for directors |
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approved by approximately 86% of shares voted; used to inform 2025 decisions .
- 2025 advisory vote results: For 8,928,318; Against 1,364,071; Abstain 850,621; Broker non-votes 1,664,566 .
Compensation Committee Analysis (Sklar as Chair)
- Composition: Independent directors only; members in 2024 were Sklar (Chair), Anderson, Fite, Hale, Kennedy, Sanghvi, Watson .
- Consultant: Pearl Meyer engaged as independent advisor; no conflicts identified; supports peer benchmarking and program design .
- Governance practices: Stock ownership guidelines (Board 2x max retainer), no hedging/pledging, no option repricing without shareholder approval, no excise tax gross-ups; clawback provisions apply to performance-based incentives for executives .
Related Party Transactions (Conflict Review)
- Nominating & Governance Committee reviews related party transactions; Company reports none currently .
- Ordinary-course lending to directors/officers may occur on market terms; during 2023 no loans involved more than normal risk or unfavorable features .
Governance Assessment
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Strengths:
- Independent director with extensive committee leadership; currently Compensation Chair; committee comprised solely of independents .
- Robust director pay structure with mix of cash and stock; clear chair premia; equity alignment and ownership guidelines in place and reported in compliance .
- No hedging/pledging, no related party transactions, and use of an independent compensation consultant; strong compensation governance controls (e.g., clawback for executive incentives) .
- Shareholder support: substantial votes for Sklar’s 2025 re-election and solid say-on-pay support (2024 and 2025 figures) .
-
Monitoring points:
- Very long tenure (founding director since 1989) noted; Board continues to classify him as independent under Nasdaq rules .
-
RED FLAGS:
- None disclosed regarding related party transactions, pledging/hedging, option repricing, or tax gross-ups .