Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 13, 2023

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)


California	001-33572	20-8859754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


504 Redwood Blvd., Suite 100, Novato, CA			94947
(Address of principal executive office)			(Zip Code)

Registrant’s telephone number, including area code: (415) 763-4520

Not Applicable

(Former name or former address, if changes since last report)


Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
			☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

			☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, no par value	BMRC	The Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Appointment of Director

On October 18, 2023, Bank of Marin Bancorp (Nasdaq: BMRC) (the "Company") and its wholly owned subsidiary, Bank of Marin, announced that Cigdem Gencer was appointed as a new director of both the Bancorp and Bank boards effective October 20, 2023. Ms. Gencer’s committee assignments have not yet been determined.

Ms. Gencer will receive annual compensation in accordance with the Company’s standard compensation for its non-employee directors, which is detailed in the Company’s most recent proxy statement, and includes, generally, for 2023 an aggregate director fee of approximately $90,000; split evenly between cash and Company stock. Compensation for service for directors is paid semi-annually in arrears in July and January, and Ms. Gencer’s compensation for the balance of 2023 will be prorated to reflect her period of service. It is also anticipated that Ms. Gencer will enter into the Company’s standard form of indemnification agreement for directors and officers, the form of which was attached as exhibit 10.06 to the Company’s quarterly report for the quarter ended September 30, 2007 filed on November 7, 2007.

There are no other arrangements or understandings between Ms. Gencer and any other person pursuant to which she was selected to serve on the boards. There are no family relationships between Ms. Gencer and any director or executive officer of the Company or Bank of Marin, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The press release announcing the appointment of Cigdem Gencer 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


Exhibit No.			Description

99.1			Press release dated October 18, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

October 18, 2023

BANK OF MARIN BANCORP

By:

/s/ Tani Girton

Tani Girton

Executive Vice President

and Chief Financial Officer

Exhibit 99.1



FOR IMMEDIATE RELEASE			MEDIA CONTACT:
			Yahaira Garcia-Perea
			Marketing & Corporate Communications Manager
			Bank of Marin
			916-231-6703 \| YahairaGarcia-Perea@bankofmarin.com

Bank of Marin Bancorp Welcomes Cigdem Gencer

to its Board of Directors

NOVATO, CA – October 18, 2023 — The Board of Directors for Bank of Marin Bancorp (NASDAQ: BMRC), parent company of Bank of Marin, is pleased to announce the appointment of Cigdem Gencer to its board of directors. Gencer’s appointment, which is effective October 20, 2023, increases the Board membership to thirteen directors.

“On behalf of the board of directors and Bank, I am honored to welcome Cigdem to our team,” said Willie McDevitt, board chair. “Her vast experience and perspective will add to our robust and talented team, whose commitment to the Board ranges from two to 34 years. Her appointment is significant as it demonstrates progress in our commitment to enhancing the diversity of our board.”

Gencer brings extensive leadership and financial services experience to the Board. Throughout her career, she has developed and executed transformative growth, expansion, and investment strategies for organizations, including international expansion efforts. For nearly two decades, Gencer served as executive vice president at a Fortune 500 financial institution where she served as head of international human resources, head of enterprise data strategy and analytics in the Chief Data Office, and chief financial officer, chief operating officer, and regional sales director for its Private Wealth division. Her experience also includes serving as a management consultant in the financial services sector and chief financial officer at Intrax, Inc. In 2021, she established Fazilet Consulting—an executive coaching and organizational consulting firm—in which she also serves as an executive coach.

“Cigdem brings extensive experience in managing growth, risk and technology in the financial services industry,” said Tim Myers, President and CEO. “Coupled with her acumen in leadership development, she will be invaluable as we continue to grow our business and execute our mission.”

A resident of San Francisco, Gencer is the board chair of San Francisco-Marin Food Bank. She has served as a speaker for the Women in Leadership Program in the College of Business and Economics at California State University, East Bay, as well as a leadership coach for the executive MBA students at her alma mater, The Wharton School of the University of Pennsylvania, where she earned an M.B.A. in International Strategic Management.

About Bank of Marin Bancorp

Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank in Northern California, with assets of $4.0 billion, Bank of Marin has 27 retail branches and 8 commercial banking offices located across 10 counties. Bank of Marin provides commercial banking, personal banking, and wealth management and trust services. Specializing in providing legendary service to its customers and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists" by the San Francisco Business Times and one of the “Best Places to Work” by the North Bay Business Journal. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index. For more information, go to www.bankofmarin.com.

Cover	Oct. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 13, 2023
Entity Registrant Name	Bank of Marin Bancorp
Entity Incorporation, State or Country Code	CA
Entity File Number	001-33572
Entity Tax Identification Number	20-8859754
Entity Address, Address Line One	504 Redwood Blvd.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Novato
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94947
City Area Code	415
Local Phone Number	763-4520
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	BMRC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001403475
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023