BayCom (BCML) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• A major leadership transition occurred in April 2026, with new executive appointments and the departure of the prior CEO, COO, and CFO, who will provide transition support until July 6, 2026.

• The new executive team brings experience in balance sheet growth, capital markets, and transformational transactions, aiming to enhance earnings and pursue strategic combinations.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, an advisory say-on-pay vote, and ratification of Baker Tilly as the independent auditor for 2026.

• Shareholder nominations for directors must follow specific advance notice and information requirements.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of nine members with diverse backgrounds in law, banking, finance, real estate, and community service.

• Seven directors are deemed independent under NASDAQ rules.

• The board separates the roles of CEO and Chairman and emphasizes ethics, diversity, and community engagement.

• Committees include Audit, Compensation, and Corporate Governance/Nominating, each with formal charters and independent membership.