📜 What This Proxy Statement Is 📑

This document is a formal Proxy Statement (Form DEF 14A), which is essentially a detailed rulebook sent to all shareholders before an annual meeting. It explains all the motions and decisions that the shareholders will vote on.

The bank, Bank of Marin Bancorp, is calling its Annual Meeting of Shareholders, which is scheduled for Wednesday, May 27, 2026, at 4:00 p.m. Pacific Time, at the Buck Institute for Research on Aging in Novato, California.

👉 Why it matters: This document tells you exactly how your vote will be counted on corporate governance issues, such as electing the board of directors and approving executive pay.

🏦 Bank of Marin Bancorp Overview 🏘️

In simple terms, Bank of Marin Bancorp is a financial institution that provides banking services to its community. It emphasizes that banking is built on "relationships" and trust, rather than solely on interest rates or technology.

• Core Business: The company provides a full suite of banking services, including commercial and retail banking, managing loans, and handling deposits.
• History & Commitment: Since its founding in 1990, the Bank of Marin has maintained a core value of community service, committing to donating at least one percent of its pre-tax profit to local communities.
• Scale: The company’s commitment to its community is highlighted by its recognition as a “Top Corporate Philanthropist in the Bay Area” every year since 2003.

🚀 CEO Outlook and Strategic Focus for 2026 📈

The Chief Executive Officer, Timothy D. Myers, offered a positive and forward-looking assessment in the letter to shareholders. He emphasized that despite "economic uncertainty," the company remains financially stable and disciplined.

• Strategy Focus: The bank aims to deepen existing client relationships and build its deposit base by providing an "exceptional banking experience," rather than trying to compete solely on the highest deposit rates.
• Operational Strength: The strength of the bank’s balance sheet allowed it to take advantage of "securities repositioning opportunities" during the past year, which helped boost core profitability and improve its net interest margin.
• Guidance for 2026: The CEO is confident that "the ongoing improvement in credit quality reinforces the strength of our lending practices," and expects to continue improving loan growth and profitability in the coming year.

💰 Financial Highlights for 2025 💲

The filing provides several key metrics that signal the financial health and growth of the bank. Many of these figures use "Non-GAAP" (Generally Accepted Accounting Principles) adjustments to exclude one-time items, such as large securities losses, giving a clearer view of underlying performance.

• Loan Growth: Loan originations totaled $273.5 million for the year ended December 31, 2025, which was a substantial increase compared to the $152.6 million reported for the prior year (a 79% increase).
• Deposit Growth: Total deposits increased by $195.5 million, reaching $3.416 billion as of December 31, 2025.
• Profitability (Adjusted): Non-GAAP net income for the year was $26.5 million, representing a massive 82% increase compared to the net income of $14.5 million in the prior year.
  • Why it matters: The improvement in Return on Average Assets (ROA) jumped from 0.38% in FYE 2024 to 0.70% in FYE 2025, indicating that the bank is generating more profit for every dollar in assets it manages.
• Loan Quality: The bank is proactively managing risk, as evidenced by the decrease in non-accrual loans to 1.27% of total loans (down from 1.63% the prior year).

🗳️ Governance and Shareholder Action Items 📝

This section details the decisions and votes that shareholders are asked to cast at the Annual Meeting.

• Director Election (Proposal 1): Shareholders are asked to elect ten (10) directors to serve until the next annual meeting.
  • Board Recommendation: The Board recommends voting FOR all ten nominated directors.
• Compensation Vote (Proposal 2): Shareholders are asked to vote, on an advisory basis, to approve the company’s executive compensation for Named Executive Officers.
  • Historical Support: At the 2025 annual meeting, this proposal was approved by approximately 80% of the shares voted.
• Independent Auditor (Proposal 3): Shareholders are asked to ratify the selection of the independent auditor.
• Key Dates:
  • Record Date: April 8, 2026. (Only shareholders of record by this date are entitled to vote).
  • Meeting: May 27, 2026, at 4:00 p.m. PT.

👨‍💼 Who Leads the Company and Board 🧑‍⚖️

The proxy statement provides extensive details on the individuals who lead the bank and its governing body.

Board of Directors 💡

The Board is responsible for overall company affairs, and the Board recommends nominating ten members. The directors come from diverse professional backgrounds, including financial services, tech, and community involvement.

• Notable Director: Secil T. Watson, who joined the Board in 2021, currently chairs the Nominating and Governance Committee and is recognized for her expertise in digital banking and product strategy.
• Governance Structure: The Board has delegated authority to several committees to help guide governance, including the Compensation, Audit, and Nominating and Governance Committees.

Executive Leadership 👩‍💻

The document identifies the key officers responsible for running the day-to-day business of the bank.

• Key Roles: The officers include the President and CEO (Timothy D. Myers), CFO (David Bonaccorso), and Chief Credit Officer (Misako Stewart).
• Separation of Roles: The Board has chosen to separate the roles of Chairman of the Board and Chief Executive Officer (CEO). The Board believes this separation is beneficial, allowing the Chairman to focus solely on leading the Board while the CEO focuses on day-to-day management.

💸 Executive Compensation Philosophy 👑

Compensation is a deeply reviewed and governed process, designed to align the interests of the management with those of the shareholders.

• The Philosophy: The committee's goal is to attract and retain high-quality officers by creating a program that rewards performance above established goals, thus improving shareholder value without encouraging excessive short-term risk-taking.
• Compensation Structure: The pay package is designed using a blend of:
  1. Short-term cash incentives (paid annually).
  2. Long-term equity incentives (which vest over a three-year period).
• Market Review: The Compensation Committee uses independent consultants (like Pearl Meyer) to review the bank against a defined peer group of comparable publicly traded Western U.S. banks (e.g., BayCom Corp, California BanCorp).
• Goals: The goal is to set base salaries at or near the median (50th percentile) of the peer group, while targeting total compensation between the 50th and 75th percentile for above-average performance.

⚙️ Corporate Governance & Risk Oversight 🛡️

Corporate governance rules dictate how the company is run, who makes decisions, and how potential conflicts are managed.

• Committee Oversight: Each committee has clear responsibilities:
  • Audit Committee: Oversees financial reporting and reviews the reports of independent auditors.
  • Compensation Committee: Manages and approves compensation programs and policies.
  • Nominating and Governance Committee: Manages board membership and governance oversight.
• Related Party Transactions: The bank has a strict process for reviewing any transactions involving board members or officers to prevent conflicts of interest. The company stated it is not currently engaged in any related party transactions.
• Risk Management: The Board has extensive oversight responsibilities. For example, the dedicated "Bank’s Asset/Liability Committee" oversees the balance sheet, liquidity, and market risk, receiving monthly reports from the CFO and Chief Credit Officer.

🌱 Community, ESG, and Workplace Culture 💚

Bank of Marin places a high value on its role in the community and its commitment to ethical, transparent, and sustainable practices.

• Environmental Responsibility: The bank minimizes its ecological footprint by promoting paperless technology (e-signing), using recycled paper, and managing office waste (recycling ink cartridges, managing e-waste).
• Community Service: The bank has a long history of philanthropy, having been named a "Top Corporate Philanthropist in the Bay Area" every year since 2003.
• Employee Focus: The bank highlights its commitment to its "most important asset"—its employees—by offering a competitive compensation package and providing employees with sixteen hours of paid volunteer time annually.

📞 Key Contact Information and Next Steps 📅

If you plan to attend the meeting or have questions, the bank provided these critical details.

• Voting: Shareholders have multiple ways to cast their vote: Internet, Telephone, or by Mail.
• Attending the Meeting: If you wish to attend the Annual Meeting, you must pre-register at www.bankofmarin.com/annual meeting by May 20, 2026.
• Questions: For general questions, email [email protected].
• General Inquiries: For shareholder materials and address changes, contact Computershare Investor Services at (800) 368-5948.

🧠 The Analogy

The Board of Directors and the Compensation Committee function like the coaches of a professional sports team. They don't just pay the players (the executives) what they want; they set highly detailed, metrics-based rules (like needing to hit specific fundraising goals or reduce operational errors). The goal of these rules is to ensure that the players' salaries and bonuses only pay out if the entire team performs extremely well, ensuring the company's long-term health is always the priority.

🧩 Final Takeaway

Bank of Marin is financially disciplined, reporting strong year-over-year growth in loans and deposits while proactively adjusting for major one-time losses. The corporate governance structure is robust and highly detailed, demonstrating a strong commitment to managing risks and aligning executive incentives directly with shareholder value.