Robert Gotelli

About Robert Gotelli

Robert “Bob” Gotelli is Executive Vice President and Director of Human Resources at Bank of Marin Bancorp (BMRC). He joined the bank in 2000, became SVP, Director of HR in 2008, and was promoted to EVP, Director of HR in 2019; he is 61 years old . His education and credentials include a B.S. in Business Administration (Sonoma State University), a Master’s in Human Resources Administration (Central Michigan University), graduate studies at the University of Wisconsin–Madison Human Resource Management School, and SPHR/SHRM‑SCP certifications . BMRC’s recent operating performance context for compensation includes 2024 repositioning actions that improved tax‑equivalent NIM from 2.52% in Q2 to 2.80% in Q4, with non‑GAAP pre‑tax pre‑provision net income and ROAA improving in the second half of 2024 .

BMRC performance snapshot (non‑GAAP adjusted):

Longer-term pay‑versus‑performance (TSR proxy disclosures):

Past Roles

External Roles

Fixed Compensation

• BMRC targets executive base salaries near the 50th percentile of a Western banks peer set; total compensation targets 50th percentile with upside to 75th percentile for above‑target performance .
• Standard executive benefits/perquisites include medical/dental/vision/life, 401(k) match (companywide, typically up to $5,000), ESPP, and a monthly auto allowance by position; ESOP contributions are discretionary and awarded equally as a percent of eligible compensation within IRS limits .
• Only the CEO has an employment agreement; no employment contracts are disclosed for other executives (including HR) .
• Note: Mr. Gotelli is not listed as a Named Executive Officer (NEO) in the Summary Compensation Table; individual salary/bonus amounts for him are not disclosed .

Performance Compensation

BMRC’s executive pay program emphasizes pay‑for‑performance via annual cash incentives and long‑term equity. While Mr. Gotelli’s specific targets are not disclosed (he is not an SCT‑listed NEO), the plan design and outcomes for 2024 were:

• Annual cash incentive plan metrics and 2024 results (bankwide component): | Metric | Weight | 2024 Target | 2024 Actual/Result | Result as % of Target | |---|---:|---:|---:|---:| | Core Pre-tax Pre-provision Net Income | 30.00% | $24,915,000 | $24,024,000 | 88.08% | | Core Return on Assets | 20.00% | 0.45% | 0.38% | 61.11% | | Core Non-Interest Expense (lower is better) | 10.00% | $(84,664,000) | $(81,818,000) | 133.63% | | Total Loan Growth | 25.00% | $137,485,000 | Below threshold | 0% | | Total Deposit Growth | 15.00% | $165,401,000 | Below threshold | 0% | | Overall Payout on Bankwide Results | — | — | — | 52.01% |

• Equity incentives: 50% time‑vested RSUs and 50% performance‑based RSUs; 2024 performance shares are peer‑relative with 3‑year performance (2024–2026), vesting in 2027 if earned .
  | Performance Share Metric (relative to peers) | Weight | Threshold | Target | Maximum | |---|---:|---:|---:|---:| | ROAA – Percentile to Peers | 25% | 40th | 50th | 75th | | Diluted EPS Growth YoY – Percentile to Peers | 25% | 40th | 50th | 75th | | Efficiency Ratio – Percentile to Peers | 15% | 40th | 50th | 75th | | Non‑Performing Assets / Avg Assets – Percentile to Peers | 35% | 40th | 50th | 75th |

• Historical PSU outcome: 2021 grant (2021–2023 period) vested at 43.84% of target .

• Clawback: Annual incentive compensation is subject to recoupment if results are significantly restated due to negligence, fraud, or intentional misconduct .

Vesting mechanics (plan‑wide):

• Time‑based RSUs vest ~33% per year over 3 years; performance RSUs cliff vest after 3‑year performance period if earned .
• Stock options (no new grants since 2022) generally vest ~33% annually over three years; pre‑2015 awards used 20%/yr over five years .

Equity Ownership & Alignment

Employment Terms

• Contract status: Only the CEO has an employment agreement; no employment contracts are disclosed for other executive officers (including HR) .
• Change‑in‑Control (CIC): BMRC provides CIC agreements to Named Executive Officers and other senior officers; each NEO has signed one (double‑trigger). Terms include severance based on average salary and a seniority factor (EVP 1.50x), prior‑year bonus, and COBRA benefits; equity awards accelerate if the Company is not the surviving corporation. Agreements include a 280(g) cutback; no excise tax gross‑ups .
• SERP: The Supplemental Executive Retirement Plan covers EVPs and above, but the 12/31/2024 participant table lists only SCT‑named executives; Mr. Gotelli is not listed and no SERP accrual for him is disclosed .
• Non‑compete/Non‑solicit: Not disclosed.

Additional Context: Governance, Pay Practices, and Shareholder Feedback

• Compensation governance: Independent Compensation Committee; use of independent consultant (Pearl Meyer); emphasis on metric‑based incentives and peer benchmarking .
• Best practices: No option repricing without shareholder approval; no hedging; no excise tax gross‑ups; clawback; balanced multi‑metric design; 50% of equity in performance shares .
• Say‑on‑pay: 86% approval at 2024 annual meeting; advisory vote held annually .
• Related‑party transactions: None currently engaged; standard oversight via Nominating & Governance Committee .

Investment Implications

• Alignment: Program design emphasizes relative performance PSUs, multi‑metric annual incentives, anti‑hedging/pledging, and ownership guidelines—constructive for alignment and reducing forced‑selling risk; however, Mr. Gotelli’s individual ownership and award detail are not disclosed (he is not an SCT‑listed NEO) .
• Retention: No employment contract is disclosed beyond the CEO, so retention relies on incentive opportunities, potential CIC protections extended to senior officers beyond NEOs, and competitive benefits; individual CIC terms for Mr. Gotelli are not disclosed .
• Execution backdrop: 2024 repositioning improved net interest margin and H2 profitability, supporting more favorable incentive outcomes ahead if trends persist; PSU metrics also emphasize asset quality and efficiency versus peers, potentially strengthening pay‑for‑performance over the 2024–2026 cycle .
• Risk signals: No related‑party transactions; strict insider trading/pledging restrictions; no option repricing since 2022—limited governance red flags identified in disclosures .

Notes on disclosure scope: Robert Gotelli’s biography, role history, and external committee service are disclosed in the proxy; his individual compensation, ownership, and contract terms are not separately itemized because he is not a Named Executive Officer in the Summary Compensation Tables. All program features, outcomes, and policies cited are from BMRC filings as referenced.