Timothy D. Myers
About Timothy D. Myers
Timothy D. Myers is President, Chief Executive Officer, and Director of Bank of Marin Bancorp (BMRC). He has served as CEO and Director since November 1, 2021 and is age 54, with more than two decades of banking experience that includes prior roles at U.S. Bank and Comerica Bank . Company pay-versus-performance disclosures show BMRC’s 2024 GAAP net loss of $8.409M and ROA of -0.22%, with comparable 2024 net income of $14.514M and comparable ROA of 0.38% after adjusting for securities losses; cumulative TSR (value of initial fixed $100) was 99.6 in both 2023 and 2024, down from 87.5 in 2021 and 79.5 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of Marin Bancorp | President, CEO, and Director | Since Nov 1, 2021 | Leads Commercial, Retail, Operations & Technology, Wealth Management & Trust Services, and Marketing; member of Bank Asset/Liability and Wealth Management & Trust Services Committees |
| Bank of Marin | President & COO | May 2021–Nov 2021 | Oversaw Commercial Banking, Retail, Ops & Tech, WMTS, and Marketing |
| Bank of Marin | Chief Operating Officer | Jun 2020–May 2021 | Enterprise operations leadership |
| Bank of Marin | EVP, Commercial Banking | Mar 2015–Jun 2020 | Led Commercial Banking |
| Bank of Marin | SVP, Commercial Banking Manager | 2013–2015 | Managed commercial banking |
| Bank of Marin | SVP & SF Commercial Banking Office Manager | Apr 2007–2013 | Expanded SF relationships |
| U.S. Bank, National Association | VP, Commercial Banking Officer | Prior to Apr 2007 | Relationship lending across segments |
| Comerica Bank | VP, Commercial Banking Officer | Prior to Apr 2007 | Corporate and middle-market banking |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Side-by-Side (Bay Area nonprofit) | Board Member | Current (year not disclosed) | Supports vulnerable youth and families |
| Edgewood Center for Children and Families | Chairman of the Board | Prior service (years not disclosed) | Nonprofit leadership and community impact |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 500,000 | 558,752 | 647,251 |
| Bonus ($) | 334,004 (earned 2022; paid Q1 2023) | 109,401 (earned 2023; paid Q1 2024) | 252,656 (earned 2024; paid Q1 2025) |
| Option Awards ($) | 38,458 | — | — |
| Stock Awards ($) | 255,957 | 272,031 | 299,273 |
| Other ($) | 143,626 | 189,624 | 168,349 |
| Total ($) | 1,272,044 | 1,129,808 | 1,367,529 |
Performance Compensation
| Cash Incentive Opportunity (as % of salary) | Threshold | Target | Maximum | Company Goals Weight | Individual Goals Weight |
|---|---|---|---|---|---|
| CEO (Myers) | 32.50% | 65.00% | 130.00% | 75.00% | 25.00% |
| 2024 Company Metrics (CEO weights) | Weight | 2024 Threshold | 2024 Target | 2024 Maximum |
|---|---|---|---|---|
| Core Pre-tax, Pre-provision Net Income | 22.50% | $21,178,000 | $24,915,000 | $28,652,000 |
| Core ROA | 15.00% | 0.36% | 0.45% | 0.54% |
| Core Non-Interest Expense | 7.50% | ($93,130,000) | ($84,664,000) | ($76,198,000) |
| Annual Loan Growth | 18.75% | $82,491,000 | $137,485,000 | $171,856,000 |
| Annual Deposit Growth | 11.25% | $132,321,000 | $165,401,000 | $206,751,000 |
| 2024 Outcomes (Bankwide) | Performance Result | Result as % of Target | Weighting Contribution |
|---|---|---|---|
| Core PTPP NI (30% weight) | $24,024,000 | 88.08% | 26.42% |
| Core ROA (20% weight) | 0.38 | 61.11% | 12.22% |
| Core Non-Interest Expense (10% weight) | ($81,818,000) | 133.63% | 13.36% |
| Total Loan Growth (25% weight) | Below threshold | — | — |
| Total Deposit Growth (15% weight) | Below threshold | — | — |
| Overall Bankwide Payout | — | 52.01% | — |
| CEO Annual Incentive Payout (2024) | Bank Results | Individual Results | Earned % to Target | Discretionary | Total % to Target |
|---|---|---|---|---|---|
| Myers | 52.01% | 75.00% | 57.76% | $0 | 57.76% |
| Equity Awards (March 1, 2024) | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| Time-vested Restricted Shares (RSUs) | 10,296 | 171,017 | ~33% per year over 3 years |
| Performance Shares (PSUs; 2x target granted) | 20,591 | 128,256 | 3-year cliff (2024–2026), vests in 2027 based on peer-relative metrics |
| Performance Share Metrics (2024 grant) | Weight | Threshold Percentile | Target Percentile | Maximum Percentile |
|---|---|---|---|---|
| ROAA vs Peers | 25.00% | 40th | 50th | 75th |
| Diluted EPS Growth YoY vs Peers | 25.00% | 40th | 50th | 75th |
| Efficiency Ratio vs Peers | 15.00% | 40th | 50th | 75th |
| NPA/Average Assets vs Peers | 35.00% | 40th | 50th | 75th |
| Prior PSU Cycle Outcome | Vesting Result |
|---|---|
| 2021–2023 cycle vested at 43.84% of target | 43.84% |
- Clawback applies to annual incentives if financial results are significantly restated due to negligence, fraud, or intentional misconduct .
- Stock options have not been granted since 2022 .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 2, 2025) | Shares | % Outstanding | Notes |
|---|---|---|---|
| Sole voting/investment power | 105,518 | — | — |
| Shared voting/investment power | 14,786 | — | Includes ESOP holdings |
| Options exercisable within 60 days | 31,854 | — | — |
| Total beneficial ownership | 152,158 | 0.94% | No pledging per insider policy; none pledged |
| Outstanding Equity at FY-End (Dec 31, 2024) | Shares | Market Value ($) | Notes |
|---|---|---|---|
| Unvested RS (not vested) | 30,887 | 734,184 (at $23.77) | Time-based RS vest ~33% per year |
| Options – Unexercisable | 1,543 | — | $34.03 strike, expires 3/01/2032 |
- Stock ownership guidelines: 3x base salary for CEO; all NEOs and Board members are in compliance .
- No hedging or pledging permitted for directors and NEOs; no option repricing without shareholder approval; no excise tax gross-ups .
- Insider trading policy sets quarterly blackout windows (21 days before quarter-end through close of 2nd trading day after earnings release) and ad hoc special blackouts .
Employment Terms
| Item | Detail |
|---|---|
| Employment Agreement | Initial 2-year term from Nov 1, 2021; auto-renews annually unless notice given; base salary initially $475,000, can increase annually |
| Annual Incentive Opportunity | Agreement provides up to 65%; Compensation Committee approved up to 100% of salary |
| Perquisites | Auto allowance $1,200/month; spouse travel reimbursements up to $2,000/year |
| Severance (without cause) | 12 months salary + pro rata bonus + 18 months COBRA health and dental/vision premiums; estimated $1,223,533 if terminated 12/31/2024 |
| Change-in-Control (CIC) | Double-trigger (CIC followed by termination or Good Reason within one year); accelerated vesting if BMRC not surviving; 280(g) cutback to avoid excise tax |
| Estimated CIC Benefits (as of 12/31/2024) | Salary component $871,502; bonus $252,656; COBRA $57,686; SERP accrued $528,968; accelerated RS $1,223,394; total $2,934,206 |
| SERP Present Value | $528,968; 25% of final salary benefit with vesting over service to age 65; payout terms per plan |
| Deferred Compensation | No balances for Myers in 2024 plan table |
| Clawback Policy | Applies to performance-based incentives upon certain restatements |
Board Governance
- Board service history: Director since 2021; serves as President & CEO and Director . Not “independent” under Nasdaq rules; all other nominees except Myers are independent .
- Committee roles: On bank-level Asset/Liability Committee and Wealth Management & Trust Services Committee; not listed on Board’s Compensation/Audit/Nominating committees .
- Leadership structure: Independent Chairman separate from CEO; Board favors separation of roles; Chair presides over Board and shareholders; President/CEO manages day-to-day operations . Current Chairman noted as William H. McDevitt in proxy letter .
- Attendance: In 2024, each director standing for re-election attended at least 75% of Board and committee meetings; Board held six regular meetings .
Performance & Track Record
| Year | BMRC GAAP Net Income ($) | ROA (GAAP) | Comparable Net Income ($) | Comparable ROA | BMRC TSR (Value of $100) | Peer Group TSR (Value of $100) |
|---|---|---|---|---|---|---|
| 2024 | (8,409,000) | (0.22) | 14,514,000 (adjusted for securities losses) | 0.38 | 99.6 | 100.2 |
| 2023 | 19,895,000 | 0.49 | — | — | 99.6 | 100.0 |
| 2022 | 46,586,044 | 1.08 | — | — | 79.5 | 110.5 |
| 2021 | 33,228,231 | 0.94 | — | — | 87.5 | 129.6 |
- Business highlights: 2024 strategic balance sheet repositioning (sale of $325.2M low-yield securities for $32.5M pre-tax loss), payoff of high-cost borrowings, redeployment to higher-yield loans/securities; NIM improved from 2.52% in Q2 to 2.80% in Q4; adjusted PTPP NI improved meaningfully in H2 2024 .
- Executive team update: New CFO, David Bonaccorso, assumed role January 2025 .
Compensation Peer Group and Oversight
- Peer group: 19 Western-region publicly traded banks (assets $2–$10B), including TriCo Bancshares, Heritage Commerce, Hanmi Financial, Preferred Bank, Sierra Bancorp, Heritage Financial, among others .
- Pay philosophy: Base salaries targeted near median (50th percentile); total compensation designed to reach 50th–75th percentile for above-target performance; maximum incentive opportunity 200% of target for both short- and long-term performance incentives (threshold 50%) .
- Consultant: Pearl Meyer engaged as independent compensation advisor; no conflicts of interest found .
- Say-on-pay: 2024 advisory vote approval ~86%; Board continues annual vote frequency .
Risk Indicators & Red Flags
- Related-party transactions: Nominating & Governance Committee oversees; none currently engaged .
- Hedging/pledging: Prohibited; Directors and NEOs cannot hedge or pledge company stock; none of Myers’ shares are pledged .
- Option repricing/gross-ups: No option repricing without shareholder approval; no excise tax gross-ups .
- Clawback: In place for performance-based incentives .
- CIC cutback: 280(g) cutback clause to avoid excess parachute excise tax .
- Say-on-pay support: Strong at ~86% .
Stock Ownership Guidelines (Alignment)
- CEO guideline: 3x base salary; Board members: 2x maximum annual retainer; NEOs: 1x base salary; all NEOs and Board members in compliance .
Director Compensation (Myers)
- Myers is an employee director and does not receive non-employee director retainers; for context, 2024 non-employee director retainer was $92,700; committee chair retainers $7,500 (Audit) and $6,000 (other committees); Chair of the Board retainer $25,500 .
Investment Implications
- Strong alignment with shareholders through sizable unvested equity (30,887 RS shares at $734k) and performance-share structure (50% of equity grants performance-based, three-year cliff), reinforcing medium-term execution focus; ownership guidelines met, with 0.94% beneficial stake and no pledging allowed .
- Incentive design links pay to multi-factor bank performance (PTPP NI, ROA, non-interest expense, loan and deposit growth), with 2024 payout at 57.76% of CEO target and clawback protection; discretionary awards were not used for CEO, reducing pay-risk optics .
- Retention risk moderated by employment agreement and SERP benefits (SERP PV $529k) plus double-trigger CIC protections and significant accelerated equity under CIC; 280(g) cutback limits excess parachute exposure .
- Governance structure mitigates dual-role concerns (separate independent Chair; CEO not independent; independent Compensation/Audit/Nominating committees), while say-on-pay support (~86%) indicates investor acceptance of pay design .