Kevin R. Kennedy
About Kevin R. Kennedy
Kevin R. Kennedy (age 58) has served as a director of Bank of Marin Bancorp since November 2013 following the acquisition of NorCal Community Bancorp and Bank of Alameda. He is the owner and Managing Member of Kevin Kennedy, LLC (founded 2004), and has served as the elected City Treasurer for the City of Alameda since 2000. He holds a B.A. in Economics with a minor in Statistics from the University of California, Davis. Core credentials include over 30 years in financial services, prior bank board experience, and current chairmanship of the Bank’s Asset/Liability Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorCal Community Bancorp (and Bank of Alameda) | Director | Since 2009 | Loan, Audit, Compensation, Asset/Liability Committees; prior bank board service enhances understanding of board roles |
| City of Alameda | City Treasurer (elected) | Since 2000 | Public finance stewardship across ten terms; governance and fiduciary experience |
| Kevin Kennedy, LLC | Owner & Managing Member | Founded 2004 | Financial planning/wealth management leadership; independent business oversight |
| Alameda Journal / Cable TV | Columnist / Business show host | Not specified (historic) | Financial literacy/media communication experience |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| Kevin Kennedy, LLC | Owner & Managing Member | No | N/A |
| City of Alameda | City Treasurer | No | N/A |
| Other public company boards | None disclosed | — | — |
Board Governance
- Independence: Independent under Nasdaq rules as of April 2, 2025.
- Attendance: In 2024, six regular board meetings were held; each director standing for re-election attended at least 75% of board and committee meetings on which they served.
- Committee memberships (Company level, Apr 2, 2025): Compensation Committee member; not listed on Audit or Nominating & Governance in 2025.
- Bank-level leadership: Chair of the Bank’s Asset/Liability Committee; member of the Bank’s Wealth Management & Trust Services Committee.
- Committee meeting counts (2024): Compensation (9), Audit (8), Nominating & Governance (4).
- Committee charters: Available on the Company’s website under Investor Relations.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 9 |
| Audit | Not listed in 2025; previously served on Audit (see 2023 Audit Committee report) | 8 (committee total) |
| Nominating & Governance | Not listed | 4 (committee total) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer (all non-employee directors) | $90,000 | $92,700 |
| Chair of Board Retainer | $25,000 | $25,500 |
| Audit Chair Retainer | $7,000 | $7,500 |
| Other Committee Chair Retainer | $5,500 | $6,000 |
| Director Compensation Detail (2024) | Cash ($) | Stock Awards ($) | Options ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| Kevin R. Kennedy | 26,475 | 45,651 | — | 72,125 | Deferred $26,475 cash under 2021 Director Deferred Fee Plan |
- Delivery mix: For 2024, director fees were delivered ~50% in stock and ~50% in cash for non-employee directors serving on both Boards (aggregate $91,350).
- Chair fees: Audit Chair and Bank Asset/Liability Chair receive $7,500; other committee chairs $6,000; Board Chair $25,500.
Performance Compensation
- Directors: No performance-based pay disclosed; compensation consists of retainers and equity grants (stock-only since 2023).
- Executive pay oversight (Compensation Committee): Performance metrics used for Named Executive Officers include Net Income, Return on Assets, Efficiency Ratio, Annual Loan Growth, Annual Deposit Growth, Pre-Tax Pre-Provision Earnings, Net Interest Margin, Non-Interest Expenses, credit quality, and individual performance; performance-based restricted stock set at 50% of total equity grant with peer-relative objectives. Clawback provision applies to the annual incentive plan.
| Executive Incentive Metrics (Committee Framework, 2024) | Metric Type |
|---|---|
| Net Income; ROA; Efficiency Ratio | Financial outcomes |
| Annual Loan Growth; Annual Deposit Growth | Balance sheet growth |
| Pre-Tax Pre-Provision Earnings; Net Interest Margin; Non-Interest Expenses | Operating performance |
| Credit Quality; Individual Performance | Risk/behavioral measures |
| Performance Restricted Stock (50% of equity grant); objectives relative to peers | Long-term equity alignment |
| Clawback provision (annual incentive plan) | Risk mitigation |
Other Directorships & Interlocks
- Public company boards: None disclosed for Kennedy in the past five years section.
- Compensation Committee interlocks: As of March 25, 2024, all members were independent; none were officers; no relationships requiring Item 404 related-party disclosure.
Expertise & Qualifications
- Financial services executive and board experience; bank ALCO chair.
- Public finance leadership as City Treasurer (Alameda).
- Education: UC Davis, B.A. Economics, minor in Statistics.
- Community and communication experience (financial column; TV host).
Equity Ownership
| Breakdown (as of Apr 2, 2025) | Shares | Notes |
|---|---|---|
| Sole voting & investment power | 10,180 | Includes IRA holdings noted for directors generally in table footnotes |
| Shared voting & investment power | 27,284 | Held in trust with shared power |
| Options exercisable within 60 days | 16,286 | From prior non-qualified option awards; fully vested/exercisable |
| Total beneficial ownership | 53,750 (0.33% of common) | Anti-hedging/pledging policy in place; none pledged |
- Option election and transition: Directors could elect non-qualified stock options in Jan 2023; Kennedy elected 2,317 options fully vested immediately; beginning 2023, Board removed options from ongoing director compensation to align with industry standards (50% stock, 50% cash).
Governance Assessment
- Committee assignments and engagement: Active on the Compensation Committee in 2024 (9 meetings), with prior Audit Committee service evidenced by inclusion on the 2023 Audit Committee report; current biography reflects continued audit involvement at the Bank level and ALCO chairmanship, indicating risk and balance sheet expertise.
- Independence and attendance: Independent under Nasdaq rules; satisfied the ≥75% attendance threshold in 2024.
- Ownership alignment: Complies with stock ownership guidelines (2× maximum annual retainer for Board members); anti-hedging and no-pledging policy reduces misalignment risk.
- Investor support signal: 2025 director election results for Kennedy—For: 9,691,290; Withheld: 1,451,720; Non-votes: 1,664,566—consistent with broad shareholder support. Company-wide say-on-pay approved by ~86% in 2024; 2025 advisory vote received 8,928,318 For, 1,364,071 Against, 850,621 Abstain (non-votes 1,664,566).
- Related-party/transactions: Nominating & Governance Committee oversees Item 404 reviews; Company discloses no current related-party transactions. Ordinary-course banking with directors/officers on market terms; no loans with more than normal risk in 2023.
RED FLAGS
- None disclosed: No pledging, no hedging, no option repricing without shareholder approval, and no excise tax gross-ups. Related-party transactions are not currently engaged.
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised solely of independent directors; 2024 members included Chair Joel Sklar and Kennedy among others.
- Consultant use: Periodic engagement of independent consultants; peer group review to align compensation at median-to-upper quartile for performance.
- Peer group framework: Publicly traded Western U.S. banks (including Hawaii) with $2–$10bn in assets used for 2022–2024 reviews; committee affirmed chair and Board compensation relative to peer group.
Notes and Sources
- Director biography, roles, and committee service:
- Committee meeting counts and charters:
- Director compensation schedules and Kennedy’s 2024 compensation line:
- 2023 option election and removal of options from director comp:
- Beneficial ownership breakdown and anti-pledging policy:
- Audit Committee report (2023 year):
- Say-on-pay results and shareholder vote counts (2025):
- Related-party governance and disclosure: