Bank of Marin Bancorp (NASDAQ:BMRC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Bank of Marin Bancorp (NASDAQ:BMRC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

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(c) and (e)

On September 20, 2017, Bank of Marin Bancorp ("Company") (NASDAQ: BMRC) announced the hiring of James S. Kimball as an executive vice president of the Company's wholly owned subsidiary, Bank of Marin (the "Bank") in the newly created position of Chief Operating Officer. Mr. Kimball's employment will begin effective October 16, 2017. Mr. Kimball, 52, will have responsibility for the management of the Bank’s lines of business, including Commercial Banking, Retail Banking, Wealth Management & Trust and Marketing.

Mr. Kimball has more than 28 years of commercial banking experience and joins Bank of Marin from Wells Fargo Bank, where he served as Senior Vice President and Region Head for the North Coast Regional Commercial Banking Office and Wine Industry Specialty Group. During his nine years at Wells Fargo, among other accomplishments, Mr. Kimball founded the wine industry specialty practice, which assisted Wells Fargo in becoming one of the largest commercial lenders in the wine industry. Prior to Wells Fargo, Mr. Kimball served as Regional President of Northern California and Nevada for Wachovia Bank. Earlier in his career, Mr. Kimball spent more than 20 years with Bank of America, ending his tenure as the Regional Manager responsible for the commercial banking segment in five Bay Area markets.

Mr. Kimball earned his MBA and Bachelor of Science degree in Finance from California State University, Sacramento. Mr. Kimball has been involved in a number of community organizations including the San Francisco Chamber of Commerce, North Bay World Trade Association, Petaluma Educational Foundation and North Bay Leadership Council.

Mr. Kimball will be paid an annual salary of $325,000, subject to annual reviews commencing on January1, 2019. He will also receive a sign-on bonus of $25,000 and a monthly car allowance of $900. Subject to the terms of the Bank’s 2010 Annual Individual Incentive Compensation Plan, he will be eligible for a target cash bonus of 40% of his base salary. Additionally, Mr. Kimball may participate in other customary benefits offered to all employees of the Bank.

It is also intended that Mr. Kimball will be granted stock options to purchase 4,000 shares of Company common stock with a five year vesting period and an exercise price per share equal to 50% of fair market value at the time of grant. It is also intended that the Board of Directors will grant him a 2,000 share restricted stock award that will vest over a five year period. Mr. Kimball will also be eligible for future awards from time to time based on performance.

Subject to approval by the Board of Directors, Mr. Kimball will be provided a change in control agreement as well as a Supplemental Executive Retirement Plan substantially similar to ones provided to other Executive Vice Presidents of the Bank, which will be disclosed in Form 8-K filings upon adoption.

A Press Release issued by the Company announcing Mr. Kimball's appointment is attached as Exhibit 99.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Press Release dated September 20, 2017.

Bank of Marin Bancorp Exhibit
EX-99.1 2 exhibit991newcoosept2017.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1  FOR IMMEDIATE RELEASEMEDIA CONTACT: Beth Drummey Marketing & Community Relations Manager 415-763-4529 | [email protected] of Marin Bancorp ANNOUNCES James S. Kimball as Executive Vice President and Chief Operating OfficerNOVATO,…
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About Bank of Marin Bancorp (NASDAQ:BMRC)

Bank of Marin Bancorp (Bancorp) is the holding company for Bank of Marin (the Bank). The Company’s customer base is made up of business and personal banking relationships from the communities near the branch office locations. Its business banking focus is on small to medium-sized businesses, professionals and not-for-profit organizations. The Company operates through approximately 20 offices in Marin, Sonoma, San Francisco, Napa and Alameda counties, with a focus on supporting the local communities. It makes international banking services available to its customers indirectly through other financial institutions, with whom it has correspondent banking relationships. It offers a range of commercial and retail deposit and lending programs. Its lending categories include commercial real estate loans, commercial and industrial loans, construction financing, consumer loans and home equity lines of credit. It also offers Wealth Management and Trust Services (WMTS).

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