Nicolas C. Anderson
About Nicolas C. Anderson
Nicolas C. Anderson, age 40, is an independent director of Bank of Marin Bancorp (BMRC) and has served on the board since 2021 following BMRC’s acquisition of American River Bankshares, where he had been a director for three years . He is Chair of the Audit Committee (since March 2024) and a member of the Compensation and Nominating & Governance Committees; he is designated an “Audit Committee Financial Expert” under SEC rules . Anderson is CEO of ArcherHall (digital forensics/e-discovery) and serves on the board of McGrath RentCorp (NASDAQ: MGRC); he holds an AB in Economics from Harvard University and an MBA with Distinction from Harvard Business School .
Past Roles
| Organization | Role | Tenure/Period | Committees/Impact |
|---|---|---|---|
| American River Bankshares | Director | Served three years prior to BMRC’s Aug 2021 acquisition (appointed to BMRC Board thereafter) | — |
| Bank of Marin (Bank Subsidiary) | Committee Member | Dates not specified | Served on Asset/Liability and Wealth Management & Trust Services Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ArcherHall | Chief Executive Officer | Current | Leads transformation from legal photocopying to one of the largest independent U.S. digital forensics and e-discovery firms |
| McGrath RentCorp (NASDAQ: MGRC) | Director | Current | Public company board experience |
| California Innocence Project | Community involvement | Current | Community-based organization involvement |
| Sacramento Federal Judicial Library & Learning Center Foundation | Community involvement | Current | Community-based organization involvement |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Compensation | Member | 9 |
| Nominating & Governance | Member | 4 |
- Independence: All nominees except the CEO were independent under Nasdaq rules as of April 2, 2025 .
- Attendance: In 2024, each director standing for re-election attended at least 75% of combined board and committee meetings; all directors attended the 2024 Annual Meeting except Ms. Watson (Anderson attended) .
- Audit Committee sign-off: As Audit Chair, Anderson was listed on the Audit Committee Report recommending approval of the 2024 audited financial statements .
Fixed Compensation
Director pay structure and 2024 compensation received by Anderson.
| Director Pay Element | 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 |
| Other Committee Chair Retainer | $5,500 | $6,000 |
- Payment mix and cadence: Non-employee directors generally received ~$91,350 in 2024, paid approximately 50% in Company stock and 50% in cash, with compensation paid semi-annually in July and January; stock comes from the 2020 Director Stock Plan; a Director Deferred Fee Plan has been available since 2021 .
| 2024 Non-Employee Director Compensation (Anderson) | Amount ($) |
|---|---|
| Fees earned and paid in cash | 48,199 |
| Stock awards (grant-date fair value) | 45,651 |
| Option awards | — |
| All other compensation | — |
| Total | 93,850 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based equity metrics for directors | None disclosed for non-employee directors |
| Option awards (2024, Anderson) | No option awards reported |
| Meeting fees | Not disclosed; director compensation structured via retainers and equity |
| Deferred compensation | Director Deferred Fee Plan available; specific deferral elections cited for certain directors (not stated for Anderson) |
Other Directorships & Interlocks
| Company | Ticker | Role | Interlocks / Conflicts Disclosed |
|---|---|---|---|
| McGrath RentCorp | MGRC | Director | No related-party transactions with BMRC disclosed; Company states it is not currently engaged in any related party transactions |
| American River Bankshares (prior) | — | Director (prior to BMRC acquisition) | Anderson joined BMRC’s Board upon the Aug 2021 acquisition; no related-party transactions disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert under SEC rules .
- CEO/operator background in digital forensics and e-discovery via ArcherHall .
- Public company board experience (MGRC) .
- Strong educational credentials: AB in Economics (Harvard), MBA with Distinction (Harvard Business School) .
- BMRC skills/experience matrix lists directors’ competencies; Anderson’s biography emphasizes financial/investment experience and prior financial institution board service .
Equity Ownership
| Metric (as of April 2, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 10,645 |
| Ownership (% of common) | 0.07% |
| Sole voting and investment power | 10,645 |
| Shared voting/investment power | — |
| Options exercisable within 60 days | — |
| Shares pledged as collateral | None; anti-hedging/pledging policy in effect (none of directors/NEOs’ shares pledged) |
Governance Assessment
- Board effectiveness and independence: Anderson is independent and serves as Audit Committee Chair with SEC “financial expert” designation—strong oversight credentials. He attended at least 75% of meetings in 2024 and attended the 2024 Annual Meeting (all but one director did) .
- Alignment and compensation mix: Director pay uses ~50/50 cash/stock; Anderson received $48,199 cash and $45,651 in stock awards (total $93,850) in 2024; board retainer increased modestly in 2024 (Board Retainer +3%) .
- Ownership and policies: Anderson beneficially owns 10,645 shares (0.07%); BMRC’s policy prohibits pledging/hedging; none of directors’/NEOs’ shares are pledged—positive alignment signal .
- Conflicts/related party: Company reports no current related-party transactions; ordinary-course banking with insiders occurred on market terms; no loans with abnormal risk—low conflict profile .
- Shareholder signals: 2024 Say-on-Pay received ~86% approval—supportive sentiment on compensation governance .
- Watch items: Ownership stake is modest relative to shares outstanding (0.07%); he holds concurrent roles as ArcherHall CEO and MGRC director—standard but worth monitoring for workload and continued strong meeting attendance (no concern indicated in 2024 disclosures) .