Russell A. Colombo
About Russell A. Colombo
Russell A. Colombo (age 72) is an independent director of Bank of Marin Bancorp (BMRC), serving on the board since 2006. He retired as CEO in October 2021 after previously serving as President, CEO and Director from July 2006, and continues as a director with extensive 46+ years of banking experience across Union Bank of California and Comerica Bank . He is deemed independent under Nasdaq rules as of the April 2, 2025 record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Marin Bancorp / Bank of Marin | President, CEO and Director | Jul 2006–May 2021; continued as CEO until Oct 2021; retired Oct 2021 | Led company through long tenure; past member of Executive Committee and Wealth Management & Trust Services Committee |
| Bank of Marin | Executive Vice President & Branch Administrator | Mar 2004–Jul 2005 | N/A |
| Bank of Marin | Executive Vice President & Chief Operating Officer | Jul 2005–Jul 2006 | N/A |
| Union Bank of California | Senior Vice President & Regional Manager | ~19 years (prior to 2004) | N/A |
| Comerica Bank | SVP & Group Manager (San Francisco office) | Prior to 2004 | N/A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Bankers Association | Board Member | Current | Industry leadership |
| Western Independent Bankers Association | Past Chairman; former Executive Committee member | Past | Governance experience |
| Federal Reserve Bank of San Francisco | Community Depository Institutions Advisory Council member | 2019–2021 | Regulatory advisory exposure |
| Hanna Boys Center | Regent | ~15 years; left in 2017 | Community engagement |
| Sonoma-Marin Area Rail Transit (SMART) | Chairman, Citizens Oversight Committee | Current | Public oversight role |
Board Governance
- Independence: Independent under Nasdaq rules (all nominees except CEO) .
- Board meetings: 6 regular meetings in 2024; Colombo attended at least 75% of board and assigned committee meetings (all directors standing for re-election met ≥75%) .
- Annual meeting attendance: All directors attended the 2024 Annual Meeting except Ms. Watson (implies Colombo attended) .
- Committees: Not listed on the company’s Compensation, Audit, or Nominating & Governance Committees; serves on the Bank’s Asset/Liability Committee (directors’ loan and balance sheet oversight) .
| Governance Item | Detail |
|---|---|
| Director since | 2006 |
| Independence | Yes (Nasdaq) |
| Board meetings (2024) | 6; ≥75% attendance by all re-election nominees |
| Company Committee Memberships | None (Compensation/Audit/Nominating & Governance) |
| Bank Committees | Asset/Liability Committee (risk/balance sheet oversight) |
Fixed Compensation
| Component | 2024 Amount | Source |
|---|---|---|
| Board Retainer (schedule) | $92,700 | |
| Audit Committee Chair Retainer (schedule) | $7,500 | |
| Other Committee Chair Retainer (schedule) | $6,000 | |
| Chairman of the Board Retainer (schedule) | $25,500 | |
| Colombo – Fees Earned in Cash (2024) | $45,699 | |
| Colombo – Stock Awards (2024) | $45,651 | |
| Colombo – Total Director Compensation (2024) | $91,350 | |
| Director Deferred Fee Plan availability | Yes; Colombo did not defer (others noted) |
Notes:
- Standard director pay mix ~50% cash / ~50% stock (paid semi-annually; fractional shares in cash) .
- Ownership guideline: Board members must hold 2x maximum annual retainer; all Board members are in compliance .
Performance Compensation
- Directors: No performance-based metrics tied to director compensation disclosed; equity for directors is granted via the 2020 Director Stock Plan, not contingent on performance .
- Clawbacks: Company maintains clawback provisions for executive annual incentive plan; no director-specific clawback disclosed .
| Metric | Applies to Director Compensation? | Detail |
|---|---|---|
| Revenue/ROA/Loan/Deposit growth targets | No | Director pay not performance-contingent |
| Clawback on director pay | Not disclosed | Clawback exists for executive incentives |
Other Directorships & Interlocks
- Public company boards: None disclosed for Colombo (contrast: other BMRC directors hold seats at MGRC and EVRI) .
- Committee interlocks: Compensation Committee members are independent; no relationships requiring Item 404 disclosure (Colombo not on committee) .
Expertise & Qualifications
- 46+ years in banking; former CEO of BMRC; senior roles at Union Bank of California and Comerica Bank .
- Regulatory and industry leadership (CBA Board; WIB Chair; SF Fed CDIA Council) .
- Asset/Liability oversight experience via Bank committee participation .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Sole voting & investment power | 16,243 shares | Includes 13,692 shares held in IRA |
| Shared voting & investment power | 39,092 shares | Held in trust with shared power |
| Options exercisable within 60 days | 64,323 shares | Counted in beneficial ownership |
| Total beneficial ownership | 119,658 shares | 0.74% of common stock outstanding |
| Exercisable options (from employment) | 78,663 shares | From prior employment grants |
| Hedging/Pledging | Prohibited; none pledged | Insider Trading Policy bans hedging/pledging; table notes none pledged |
| Ownership guideline compliance | In compliance (Board-wide) | Board guideline: 2× max annual retainer |
Governance Assessment
- Voting support: Colombo received 10,261,283 For vs. 881,727 Withheld in 2025 director election, indicating strong shareholder backing . 2025 Say-on-Pay passed with 8,928,318 For, 1,364,071 Against, 850,621 Abstain; 2024 Say-on-Pay had ~86% approval, reflecting sustained support for compensation practices .
- Independence and attendance: Independent under Nasdaq rules; attended ≥75% of meetings; board held 6 meetings in 2024 .
- Committee roles: Not on Audit/Comp/Nominating & Governance, reducing potential conflicts tied to prior CEO service; continues risk oversight via Bank Asset/Liability Committee .
- Director pay alignment: Balanced cash/stock retainer with Board-wide ownership guidelines and no hedging/pledging, aligning director incentives with shareholders .
- Related-party risk: Company reports no current related party transactions; any director/executive loans are ordinary-course under regulatory limits, with 2023 loans posing no more than normal risk .
RED FLAGS
- None disclosed: No related-party transactions, no pledging/hedging, no option repricing, and no tax gross-ups; change-in-control agreements feature 280(g) cutbacks (executive program context) .
- Watchpoint: Prior CEO now independent director—Board affirms independence under Nasdaq; ongoing risk oversight via Bank Asset/Liability Committee mitigates entrenchment concerns .
Shareholder Votes and Engagement
| Item | 2025 Vote Results |
|---|---|
| Russell A. Colombo – Director Election | For: 10,261,283; Withheld: 881,727; Non-Vote: 1,664,566 |
| Advisory Vote on Executive Compensation (Say-on-Pay) | For: 8,928,318; Against: 1,364,071; Abstain: 850,621; Non-Vote: 1,664,566 |
| Auditor Ratification (Moss Adams LLP) | For: 12,439,465; Against: 91,957; Abstain: 276,154 |
| 2024 Say-on-Pay (historical) | Approved by ~86% of shares voted |
Related Party Transactions & Conflicts
- Review process: Nominating & Governance Committee reviews related-party transactions under Item 404, requiring abstention by interested directors and fairness determinations .
- Current status: No related-party transactions; ordinary-course banking with directors/executives under prevailing terms and regulatory limits (California Financial Code Section 1360 et seq., and applicable federal regulations) .
Director Compensation Structure Notes
- Committee independence: Compensation Committee is fully independent and uses Pearl Meyer as an independent consultant; reviews director compensation and stock ownership guideline adherence .
- No hedging/pledging; no option repricing without shareholder approval; no excise tax gross-ups; strong ownership guidelines (Board members: 2× max annual retainer) .
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