BAYCOM CORP (BCML)
Sector: Financials
2026 Annual Meeting Analysis
BAYCOM CORP · Meeting: June 16, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors to the Company's Board of Directors, Each for a One-Year Term
Long-tenured independent director with legal and operational expertise; no overboarding, attendance, or TSR trigger concerns — BCML's 3-year return of +98.6% outpaces QABA by +30.5 percentage points, well below the 65-percentage-point threshold required to trigger a vote against.
Newly appointed CEO and director effective April 13, 2026 — joined within the past 24 months and is therefore fully exempt from the TSR trigger; brings over 25 years of senior commercial banking experience relevant to BayCom's growth strategy.
Newly appointed Executive Vice Chair and director effective April 13, 2026 — joined within the past 24 months and is therefore fully exempt from the TSR trigger; brings extensive M&A, capital markets, and banking turnaround experience.
Independent director and Audit Committee Chair since 2011; is a Certified Public Accountant and Certified Financial Planner satisfying audit financial expertise requirements; no TSR trigger (BCML outperforms QABA by +30.5pp, threshold is 65pp), no overboarding or attendance issues.
Independent director since 2022 with 40 years of banking experience including CEO, CFO, and Chairman roles; no TSR trigger, no overboarding or attendance concerns.
Long-tenured Chairman since 2004 with real estate and tax law expertise; no TSR trigger (BCML's strong positive 3-year return of +98.6% outpaces QABA by only +30.5pp, far below the 65pp trigger threshold), no overboarding or attendance issues.
Independent director since 2004 with management, real estate development, and prior CFO experience; no TSR trigger, no overboarding or attendance issues, and serves on the Compensation Committee which he chairs.
Independent director since 2019 with corporate law and M&A expertise relevant to governance oversight; no TSR trigger, no overboarding or attendance issues.
Newly appointed director effective April 22, 2026 — joined within the past 24 months and is therefore fully exempt from the TSR trigger; brings 45 years of community and regional banking experience including prior CEO and President roles.
All nine nominees pass policy screens. BCML's 3-year total shareholder return of +98.6% outperforms the community bank benchmark QABA by +30.5 percentage points, which is well below the 65-percentage-point underperformance threshold required to trigger an against vote under the strong-positive-TSR tier. Three directors (Baron, Black, Perdue) joined in April 2026 and are fully exempt from the TSR trigger as new directors within 24 months. No overboarding, attendance failures, independence violations, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
George J. Guarini
Total Comp
$1,803,041
Prior Support
96%%
The prior Say on Pay vote received approximately 96% support, well above the 70% threshold requiring a response. CEO George Guarini's total compensation of $1,803,041 for 2025 is reasonable for a community bank CEO at a $320 million market cap company, with base salary of $745,856 and meaningful variable pay — the cash incentive bonus ($520,363) and stock award ($186,464) together represent approximately 39% of total pay, and when combined with performance-linked retirement contributions the performance-sensitive portion is meaningful. The annual bonus plan uses clearly defined, multi-factor performance objectives (loan and deposit growth, credit quality, operating efficiency, strategic initiatives, and compliance), payouts for 2025 were tied to achieving 99.7% of target performance, and no discretionary adjustments were made. Stock performance is solidly positive with BCML's 3-year return of +98.6% substantially outpacing the community bank benchmark QABA by +30.5 percentage points, confirming strong alignment between pay and shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
1 yrs
Audit Fees
$781,089
Non-Audit Fees
$0
Baker Tilly's non-audit fees are zero — the non-audit fee ratio is 0%, well within the 50% threshold. The firm's effective tenure began in June 2025 when it absorbed prior auditor Moss Adams, so tenure is approximately one year, far below the 25-year concern threshold. Baker Tilly is a large national firm appropriate for a $320 million market cap community bank. No material restatements were disclosed.
Overall Assessment
BayCom Corp's 2026 annual meeting ballot is straightforward and presents no material governance concerns under this policy. All nine director nominees pass screening, the Say on Pay program reflects reasonable pay levels and genuine performance linkage against a backdrop of strong stock outperformance versus the QABA community bank benchmark, and Baker Tilly's ratification is clean with zero non-audit fees and a short tenure following its absorption of prior auditor Moss Adams.