Secil Tabli Watson
About Secil Tabli Watson
Independent director of Bank of Marin Bancorp (BMRC), age 53, serving since 2021. She chairs the Nominating & Governance Committee and sits on the Audit and Compensation Committees, bringing 30 years of digital banking and innovation expertise from Wells Fargo, plus board experience at Everi Holdings. BMRC confirms she is independent under Nasdaq rules and met the ≥75% board/committee attendance threshold in 2024; she did not attend the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo | EVP, Head of Digital Solutions for Business; Executive Advisor to Women’s TMN; member, Enterprise Diversity Council | 18 years | Led digital transformation, payments innovation, cyber-fraud initiatives; awarded 2016 Digital Banker of the Year (American Banker) |
| Conservation Society of California / Oakland Zoo | Board member; vice chair; co-chair | 2014–2020 | Governance leadership in non-profit sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everi Holdings (EVRI) | Independent Director | Current | Audit, Compensation, Nominating committees—cross-industry fintech/gaming governance |
| McLaren Technology Acquisition Corp. (MLAIU) | Independent Director | 2021–2023 | SPAC board oversight |
| Landed Inc. | Independent Director | 2021–2023 | Early-stage governance |
Board Governance
- Independence: Independent under Nasdaq rules; only CEO is non-independent.
- Committee assignments:
- Nominating & Governance: Chair.
- Audit: Member.
- Compensation: Member; participated in 2024 Compensation Committee Report.
- Meeting cadence (2024):
- Board: 6 meetings; each director standing for re-election attended ≥75% of aggregate board/committee meetings.
- Audit: 8 meetings; independent-only; includes executive sessions with auditors.
- Compensation: 9 meetings; independent-only.
- Nominating & Governance: 4 meetings; independent-majority; shareholder nomination process oversight; formal Board Diversity Policy and measurable objectives.
- Annual Meeting attendance: All directors attended the 2024 Annual Meeting except Ms. Watson.
- Board leadership: Independent Chairman separate from CEO; committee chairs provide additional leadership.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned in cash (Watson) | $51,449 | Semi-annual; reflects base retainer and committee service |
| Stock awards (Watson) | $45,651 | Paid in common stock at market value; fractional shares in cash |
| Total (Watson) | $97,100 | Cash + stock; no option awards in 2024 |
| Board Retainer (all directors) | $92,700 | Increased vs. $90,000 in 2023 |
| Audit Chair Retainer | $7,500 | Annual cash |
| Other Committee Chair Retainer (incl. NG Chair) | $6,000 | Annual cash |
| Chairman of the Board Retainer | $25,500 | Annual cash |
- Stock portion from 2020 Director Stock Plan; compensation paid semi-annually in arrears.
- Director Deferred Fee Plan exists; no deferral election disclosed for Watson (deferrals noted for Kennedy, Heller, Hale, Sanghvi).
Performance Compensation (Director)
| Feature | Structure | Metrics/Terms |
|---|---|---|
| Director equity | Fixed stock grants as part of retainer | Paid at market value; no performance metrics tied to director equity |
| Options (director) | None for Watson | Legacy director options exist for some directors; Watson not listed with options |
No director-level performance metrics (TSR/ROA) tied to compensation are disclosed; equity is retainer stock, not RSUs/PSUs for directors.
Other Directorships & Interlocks
- Current public board: Everi Holdings (EVRI), with audit/comp/nomination roles. No BMRC disclosure of related-party transactions with EVRI.
- Prior boards: McLaren Technology Acquisition Corp. (MLAIU), Landed Inc.; non-profit leadership at Oakland Zoo.
Expertise & Qualifications
- Digital banking transformation, payments innovation, cyber-fraud; major bank enterprise channels leadership.
- Recognition: 2016 Digital Banker of the Year (American Banker).
- Governance experience: public company committee service (audit/comp/nom), SPAC oversight, non-profit leadership.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Common Stock | Options exercisable within 60 days | Pledged Shares |
|---|---|---|---|---|
| Secil Tabli Watson | 8,239 | 0.05% | — | None (anti-hedging/pledging policy; none of directors’ shares pledged) |
- Ownership guidelines: Board members required to hold 2× maximum annual retainer; BMRC states all Board members are in compliance.
- Anti-hedging/pledging policy: Prohibits hedging and pledging by directors/officers.
Governance Assessment
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Strengths:
- Independent director with Chair role on Nominating & Governance; active on Audit and Compensation—strong governance footprint.
- Deep digital and fintech expertise relevant to bank strategy and risk (payments, cyber-fraud).
- Transparent director pay structure with balanced cash/stock; ownership guidelines and compliance enhance alignment.
- Robust committee practices (independent-only, frequent meetings, executive sessions) and clear oversight of related-party transactions (none currently).
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Watch items / RED FLAGS:
- Missed attendance at the 2024 Annual Meeting (optics issue despite meeting attendance compliance).
- Director equity is retainer-based without performance conditions; while common at banks, performance-linked director equity is not disclosed.
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Additional signals:
- Say-on-Pay approval at ~86% in 2024 suggests shareholder support for compensation approach and governance.
- No delinquent Section 16 filings for 2024; supports compliance culture.
- No related-party transactions; N&G screens and approves any such transactions per policy.
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Overall: Watson’s committee leadership and digital banking background are net positives for board effectiveness and risk oversight. Attendance optics from the Annual Meeting should be monitored, but the documented board/committee attendance threshold was met. Compensation/ownership policies (no pledging/hedging; stock ownership guidelines) support investor alignment.