Bank of Marin Bancorp (BMRC) Proxy Filing summary

Executive summary

• Navigated economic uncertainty and interest rate movements in 2024, executing a balance sheet repositioning that improved net interest margin and profitability in the second half of the year.

• Maintained high levels of capital and liquidity, with noninterest-bearing deposits at 43% of total deposits at year-end.

• Focused on expense management and strategic investments in talent and technology, resulting in higher loan production and operating leverage.

• Positioned for market share growth, new client relationships, and profitable growth in 2025 and beyond.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve executive compensation on an advisory basis, ratify the independent auditor, and address other business as needed.

• Board recommends a vote FOR all proposals.

• Shareholder nominations for directors must follow specific bylaw procedures and timelines.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds in finance, technology, real estate, and consulting.

• All directors except the CEO are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Governance, all chaired by independent directors.

• Board diversity policy aims for at least two female and two ethnically/racially diverse members.

• Board leadership is separated between an independent Chairman and the CEO.