Sathis Arasadi
About Sathis Arasadi
Sathis Arasadi, age 53, serves as Executive Vice President and Chief Information Officer (CIO) at Bank of Marin Bancorp (BMRC). He joined the company in 2023 and oversees Technology, Security, Facilities/Administrative Services, Fraud Analysis and Operations . His career spans 32 years in engineering, technology, and fintech; originally trained as a mechanical engineer, he transitioned into software engineering and led large-scale digital and technology transformations, including prior roles as SVP of technology and process improvement and CIO at a Bay Area community bank . He is an East Bay resident and long-time volunteer at International Tamil Academy in San Ramon, where he taught Tamil for nearly a decade . BMRC ties executive variable pay to company performance metrics such as Core Pre-tax, Pre-provision Net Income, Core Return on Assets, Efficiency Ratio, loan growth, and deposit growth; in 2024 the company improved non-GAAP pre-tax pre-provision net income and ROAA in the second half following securities repositioning, while TSR context is provided in the pay versus performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bay Area-based community bank | Senior Vice President, Technology & Process Improvement; Chief Information Officer | Not disclosed | Led large-scale digital and technology transformations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Tamil Academy (San Ramon) | Volunteer; taught Tamil to school-aged children | Nearly a decade | Community engagement; language education |
Fixed Compensation
- BMRC discloses detailed compensation in the Summary Compensation Table for Named Executive Officers (NEOs); Mr. Arasadi was not a 2024 NEO, so his base salary and bonus amounts are not disclosed in the proxy .
- BMRC’s philosophy targets base salaries near the 50th percentile of peers, with total compensation aligned to performance, and uses independent consultant Pearl Meyer for benchmarking .
Performance Compensation
BMRC’s annual incentive plan is metrics-based with company-wide goals and individual goals. While Mr. Arasadi’s individual targets are not disclosed, the plan’s corporate metrics, weights, targets, actual outcomes, and payout effects for 2024 are below.
| Metric | Weight | 2024 Target | 2024 Actual | Result as % of Target | Payment Timing |
|---|---|---|---|---|---|
| Core Pre-tax, Pre-provision Net Income | 30.00% | $24,915,000 | $24,024,000 | 88.08% | Bonuses paid Q1 following year |
| Core Return on Assets | 20.00% | 0.45% | 0.38 | 61.11% | Bonuses paid Q1 following year |
| Core Non-Interest Expense | 10.00% | ($84,664,000) | ($81,818,000) | 133.63% | Bonuses paid Q1 following year |
| Total Loan Growth | 25.00% | $137,485,000 | Below threshold | — | Bonuses paid Q1 following year |
| Total Deposit Growth | 15.00% | $165,401,000 | Below threshold | — | Bonuses paid Q1 following year |
- Overall payout on bankwide results for 2024 was 52.01% of target (company gate was activated and securities-loss related items were excluded for plan purposes) .
- Equity awards: BMRC grants a 50/50 mix of performance-based and time-vested restricted stock; performance awards for March 2024 measure relative percentile vs peer banks over 2024–2026 with cliff vesting in 2027 (threshold 40th percentile; target 50th; max 75th across ROAA, EPS growth, efficiency, and NPAs/avg assets) . Time-based restricted shares vest approximately 33% annually over three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 19,990 shares (EVP at BMRC) |
| Recent Form 4 activity | Mar 5, 2025 filing referencing ESOP allocation and adjustments; transaction labeled Stock Award(Grant) at $0.00 per share |
| Pledging | Prohibited for directors, Named Executive Officers, and all officers; no holding in margin accounts |
| Hedging | Prohibited for directors and Named Executive Officers under Insider Trading Policy; black-out periods enforced for covered persons |
| Stock ownership guidelines | CEO: 3x base salary; other NEOs: 1x base salary; Board: 2x max annual retainer; all NEOs and Board in compliance (policy context; not specific to Mr. Arasadi) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment contract | BMRC states no employment contracts for executive officers except the CEO; thus none disclosed for CIO |
| Change-in-control (CoC) agreement | All NEOs and senior officers have double-trigger CoC agreements; for EVPs, severance equals average salary over last 3 full years × Seniority Factor (EVP 1.50x) plus prior-year bonus and COBRA (health 18 months; dental/vision 12 months); 280(g) cutback applies to avoid excise taxes |
| Equity acceleration on CoC | If BMRC is not the surviving corporation in a CoC, unvested options and restricted stock awards immediately vest |
| Clawback | Clawback provision applies to annual incentive plan in case of significant restatements due to negligence, fraud, or intentional misconduct |
| Retirement/Disability/Death treatments | Qualifying retirement: post-2017 awards fully vest; disability/death: unvested options and restricted stock lapse restrictions; additional life insurance and SERP benefits apply per plan |
| Insider trading policy | Prohibits trading on MNPI; quarterly black-outs begin 21 days before quarter-end and lift after earnings; special black-outs as needed |
Compensation Structure Context
- Cash incentive opportunity structure for NEOs: CEO threshold/target/max of 32.5%/65%/130% of salary; other NEOs 20%/40%/80%; company goals at least 75% of CEO incentive and 50% for other NEOs, balanced with individual goals; 2024 metrics were Core PPNR, Core ROA, Core Non-Interest Expense, Annual Loan Growth, Annual Deposit Growth .
- Equity awards: Named executive target equity opportunity combines time-vested restricted shares (e.g., 15–30% of salary) and performance shares with threshold/target/max at 50%/100%/200% of target shares based on peer-relative outcomes .
Performance & Track Record (Company context)
- BMRC’s 2024 strategic balance sheet repositioning (sale of $325.2M AFS at $32.5M pre-tax loss; reduction of high-cost borrowings; shift to higher-yield assets) improved tax-equivalent NIM from 2.52% in Q2 to 2.80% in Q4 and improved non-GAAP PPNR, net income, and ROAA in H2 . Adjusted quarterly metrics show non-GAAP PPNR rising to $9.6M and ROAA to 0.63% by Q4 .
- Pay versus performance: BMRC’s pay-vs-performance disclosures show the company’s cumulative TSR (value of initial fixed $100) and the selected measure of ROAA; BMRC TSR index value for 2024 reported as 99.6 in the CEO table .
Compensation Peer Group and Governance
- Peer banks used for benchmarking (Western U.S., assets $2–$10B) include BayCom Corp., California BanCorp, Central Pacific Financial, Central Valley Community Bancorp, Coastal Financial, Farmers & Merchants Bancorp, First Western Financial, FS Bancorp, Hanmi Financial, Heritage Commerce, Heritage Financial, HomeStreet, National Bank Holdings, Northrim Bancorp, PCB Bancorp, Preferred Bank, Sierra Bancorp, Southern California Bancorp, TriCo Bancshares .
- Say-on-pay: 2024 executive compensation received approximately 86% approval; the Compensation Committee continues annual advisory votes and aims to reduce discretion by favoring metrics-based incentives .
- Governance best practices include no excise tax gross-ups, no option repricing without shareholder approval, anti-hedging/anti-pledging policies, and use of an independent consultant (Pearl Meyer) .
Investment Implications
- Alignment: CIO role focused on technology, security, and operations suggests leverage on efficiency and risk management—areas embedded in BMRC’s incentive metrics (ROAA, efficiency ratio) and 50% performance RSU mix, indicating pay-for-performance discipline .
- Retention and severance economics: Double-trigger CoC with 1.5x average salary plus prior-year bonus and COBRA for EVPs provides meaningful retention through potential corporate events while avoiding shareholder-unfriendly gross-ups via 280(g) cutback .
- Selling pressure risk: Recent insider filings show stock awards/ESOP allocations rather than open-market sales; pledging and hedging are prohibited for officers, reducing forced selling risk and misalignment concerns .
- Execution focus: Company-level improvements in non-GAAP profitability and ROAA in H2’24 after balance sheet repositioning align with technology and operational efficiency priorities under the CIO’s remit, a positive indicator for continued operating leverage if sustained .