Misako Stewart
About Misako Stewart
Executive Vice President and Chief Credit Officer of Bank of Marin Bancorp (BMRC). Age 57 (as of April 2, 2025). She joined Bank of Marin in 2013, became Senior Credit Manager in 2018, and was appointed Chief Credit Officer in 2021. She holds a BA in Business Economics from UC Santa Barbara and previously spent 7 years at Union Bank (VP, Commercial Banking) and 13 years at Comerica (First VP, Commercial Banking and Credit Administration, supporting Commercial Banking and Technology & Life Sciences) . In 2024, management credited her with leading implementation of a new loan origination system and improving the credit risk profile of non‑performing assets (basis for a discretionary bonus) . Company context during her tenure: Bank repositioned the balance sheet in 2024; tax‑equivalent NIM rose from 2.52% (Q2) to 2.80% (Q4); comparable ROA was 0.38% in 2024 vs. 0.49% in 2023; noninterest‑bearing deposits were 43.5% of total at year‑end 2024. BMRC TSR index value was 99.6 in 2024 and 2023 (79.5 in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of Marin | EVP, Chief Credit Officer | 2021–Present | Oversees credit risk; credited with implementing new LOS and improving non‑performing asset management in 2024 . |
| Bank of Marin | SVP, Senior Credit Manager (Commercial Banking) | 2018–2021 | Senior credit leadership within Commercial Banking . |
| Bank of Marin | SVP, Commercial Banking Manager | 2013–2018 | Led commercial banking team serving mid‑sized businesses . |
| Comerica Bank | First VP, Commercial Banking & Credit Administration (Tech & Life Sciences support) | 13 years | Supported growth and risk oversight in Commercial and Technology/Life Sciences lending . |
| Union Bank | Vice President, Commercial Banking | 7 years | Relationship banking for mid‑sized businesses . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Headlands Center for the Arts | Board service | n/d | Community and arts engagement leadership . |
| Marin Swim League | Board service | n/d | Community involvement . |
| Various Mill Valley school non‑profits | Board positions | n/d | Local education/non‑profit governance . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 331,329 | 40% (NEO target) | 100,128 | 85,097 | — | 107,149 | 623,703 |
| 2023 | 321,678 | 40% (NEO target) | 65,048 | 92,937 | — | 99,486 | 579,149 |
| 2022 | 308,550 | 40% (NEO target) | 142,918 | 100,899 | 9,920 | 98,784 | 661,071 |
Notes: “Other” includes ESOP/401(k) contributions, dividends on unvested stock, imputed insurance, SERP accruals, etc. (examples detailed for other NEOs) .
Performance Compensation
Annual Cash Incentive Structure (Stewart)
- Incentive opportunity: Threshold 20%, Target 40%, Max 80% of salary; 50% Company metrics / 50% Individual .
| 2024 Company Metric | Weight (of total incentive) | Threshold | Target | Maximum | 2024 Actual | Result vs Target |
|---|---|---|---|---|---|---|
| Core Pre‑tax, Pre‑provision Net Income | 15.00% (Stewart) | $21,178,000 | $24,915,000 | $28,652,000 | $24,024,000 | 88.08% |
| Core Return on Assets | 10.00% (Stewart) | 0.36% | 0.45% | 0.54% | 0.38% | 61.11% |
| Core Non‑Interest Expense | 5.00% (Stewart) | ($93,130,000) | ($84,664,000) | ($76,198,000) | ($81,818,000) | 133.63% |
| Total Loan Growth | 12.50% (Stewart) | $82,491,000 | $137,485,000 | $171,856,000 | Below threshold | — |
| Total Deposit Growth | 7.50% (Stewart) | $132,321,000 | $165,401,000 | $206,751,000 | Below threshold | — |
- 2024 Bankwide payout factor: 52.01% of target (applies to Company component) .
- Individual component (Stewart): 87.5% of target; Discretionary bonus: $7,003 for execution on LOS rollout and credit risk improvement .
- Stewart’s total annual incentive payout: 69.75% of target before discretionary; 75.00% of target including discretionary .
- Clawback: Applies to performance‑based incentives for restatements due to negligence, fraud, or intentional misconduct .
Long‑Term Equity Incentives
- Program design: 50% time‑vested RSUs and 50% Performance RSUs (PRSUs); RSUs vest 33% per year over 3 years; PRSUs cliff‑vest after a 3‑year period based on relative performance vs peers .
- 2024 grant (March 1, 2024): RSUs 2,928 sh ($48,634 grant‑date FV); PRSUs 5,854 sh at 2x target ($36,463 grant‑date FV) .
- 2023 grant (March 1, 2023): RSUs 1,562 sh ($45,751); PRSUs 3,222 sh at 2x target ($29,727) .
- 2024 PRSU metrics (performance period 2024–2026, vest 2027): ROAA, Diluted EPS growth, Efficiency Ratio, and NPA/Avg Assets — each measured on percentile vs peers; threshold 40th, target 50th, max 75th; weights 25%, 25%, 15%, 35% respectively .
- 2021 PRSUs (performance period 2021–2023) vested at 43.84% of target .
| Grant Date | Award Type | Shares | Grant-Date Fair Value ($) | Vesting | Performance Metrics (if PRSU) |
|---|---|---|---|---|---|
| 03/01/2024 | RSU | 2,928 | 48,634 | 33% annually over 3 years | — |
| 03/01/2024 | PRSU (2x target granted) | 5,854 | 36,463 | Cliff after 3 years | ROAA, EPS growth, Efficiency, NPA/Avg Assets; 40th/50th/75th thresholds |
| 03/01/2023 | RSU | 1,562 | 45,751 | 33% annually over 3 years | — |
| 03/01/2023 | PRSU (2x target granted) | 3,222 | 29,727 | Cliff after 3 years | Peer‑relative metrics as above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 38,939 shares (0.24% of common) . |
| Ownership breakdown | Sole voting/investment: 27,538; Shared: 4,623 (ESOP); Options exercisable within 60 days: 6,778 . |
| Unvested restricted shares (12/31/2024) | 16,035 shares total across grants: 2,989 ($71,049), 4,264 ($101,355), 8,782 ($208,748); total market value $381,152 at $23.77 . |
| Stock options outstanding (select terms) | Multiple grants exercisable; e.g., 820 @ $25.38 (exp 3/2/2025), 900 @ $24.83 (3/1/2026), 640 @ $34.80 (3/1/2027); see proxy table for full schedule . |
| Stock ownership guidelines | CEO 3x salary; other NEOs 1x salary; directors 2x retainer; all NEOs and directors in compliance . |
| Hedging/pledging | Prohibited; no shares pledged by NEOs or directors . |
Employment Terms
| Topic | Stewart (EVP) Terms |
|---|---|
| Change‑in‑Control (CIC) trigger | Double‑trigger: CIC (as defined under IRC 409A) plus termination or Good Reason within 1 year . |
| CIC cash severance | Lump sum: average salary over last 3 full years × Seniority Factor (EVP 1.50×), plus prior year bonus; COBRA health premiums for 18 months and dental/vision for 12 months; 280(g) cutback applies . |
| Equity on CIC | If BMRC is not the surviving corporation, unvested options and RSUs vest immediately . |
| SERP (supplemental retirement) | Benefit equals 25% of final salary; typical vesting begins after 5 years of participation; present value at 12/31/2024: $196,668 . Upon CIC termination, 100% of accrued SERP paid in a one‑time payment . |
| Estimated CIC payout (12/31/2024 scenario) | Total $1,161,122: salary component $483,174; bonus $100,128; SERP $196,668; accelerated RSUs $381,152; COBRA not listed for Stewart in table . |
| Clawback | Applies to performance‑based incentives . |
| Tax gross‑ups | None; 280(g) cutback instead . |
Additional Governance and Context
- Compensation philosophy: base near 50th percentile; total pay targets 50th with potential toward 75th percentile for above‑target performance; peer group of Western banks ($2–$10B assets) guides decisions .
- 2024 say‑on‑pay support: ~86% approval; 2023: ~84% approval .
Investment Implications
- Pay‑for‑performance alignment is improving: 2024 cash bonus funding reflected bank‑level underperformance on growth metrics offset by cost control and stronger 2H results; Stewart’s above‑target individual score and small discretionary award indicate strong execution on credit/process levers that matter for future EPS recovery .
- Equity alignment is solid with meaningful unvested RSUs and PRSUs tied to relative ROAA/EPS/efficiency/asset‑quality; full acceleration under CIC suggests potential retention risk in a sale, but double‑trigger and 280(g) cutback mitigate windfalls .
- Risk controls are shareholder‑friendly: no pledging/hedging, no option repricing, clawback in place, and ownership guidelines met, reducing governance red flags .
- Credit leadership execution: Stewart’s contributions to LOS rollout and NPA management directly target margin and capital preservation in a rising‑rate recovery; sustained improvement in ROA/efficiency relative to peers over the PRSU window is the key signal to monitor .