Bank of Marin Bancorp 10-K

ITEM 9A. CONTROLS AND PROCEDURES (A) Evaluation of Disclosure Controls and Procedures Bank of Marin Bancorp and its subsidiary (the "Company") conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the “Act”)) as of the end of the period covered by this report. The term disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Act (15 U.S.C. 78a et seq .) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. (B) Management's Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) promulgated under the 1934 Act). The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, utilizing the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. These limitations include the possibility of human error, the circumvention or overriding of the system and reasonable resource constraints. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management's report on internal control over financial reporting is set forth in ITEM 8 and is incorporated herein by reference. (C) Audit Report of the Registered Public Accounting Firm The Company's independent registered public accounting firm, Moss Adams LLP, has audited the effectiveness of internal control over financial reporting as of December 31, 2023 as stated in their audit report, which is included in ITEM 8 and incorporated herein by reference. (D) Changes in Internal Control over Financial Reporting During the quarter ended December 31, 2023, there were no significant changes that materially affected, or are reasonably likely to affect, our internal control over financial reporting identified in connection with the evaluation mentioned in (B) above. The term internal control over financial reporting, as defined by Rule 104 15d-15(f) of the Act, is a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. ITEM 9B. OTHER INFORMATION Not applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information required to be reported under ITEM 10 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders. Bancorp and the Bank have adopted a Code of Ethics that applies to all staff, including the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer. A copy of the Code of Ethical Conduct, which is also included on our website, will be provided to any person, without charge, upon written request to the Corporate Secretary, Bank of Marin Bancorp, 504 Redwood Boulevard, Suite 100, Novato, CA 94947. During 2023, there were no changes in the procedures for the election or nomination of directors. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by reference to ITEM 5 above, Note 8 to our audited consolidated financial statements and to our Proxy Statement for the 2024 Annual Meeting of Shareholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The Company’s inde pendent registered public accounting firm is Moss Adams LLP , Issuing Office: Portland, OR , PCAOB ID: 659 . The information required by this Item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders. 105 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) Documents Filed as Part of this Report: 1. Financial Statements The financial statements and supplementary data listed below are filed as part of this report under ITEM 8, captioned Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm for the years ended December 31, 2023, 2022 and 2021 Management's Report on Internal Control over Financial Reporting Consolidated Statements of Condition as of December 31, 2023 and 2022 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 Notes to Consolidated Financial Statements 2. Financial Statement Schedules All financial statement schedules have been omitted, as they are inapplicable or the required information is included in the financial statements or notes thereto. (B) Exhibits Filed: The following exhibits are filed as part of this report or hereby incorporated by references to filings previously made with the SEC. 106 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Herewith 2.01 Agreement to Merge and Plan of Reorganization, dated April 16, 2021 by and among Bank of Marin Bancorp and American River Bankshares 8-K 001-33572 2.1 April 19, 2021 3.01 Articles of Incorporation, as amended S-4 333-257025 3.01 June 11, 2021 3.02 Bylaws, as amended S-4 333-257025 3.02 June 11, 2021 4.01 Description of Capital Stock 10-K 001-33572 4.01 March 16, 2023 10.01 Employee Stock Ownership Plan S-8 333-218274 4.1 May 26, 2017 10.02 2017 Employee Stock Purchase Plan S-8 333-221219 4.1 October 30, 2017 10.03 2017 Equity Plan, as amended S-8 333-227840 4.1 October 15, 2018 10.04 2020 Director Stock Plan S-8 333-239555 4.1 June 30, 2020 10.05 Form of Indemnification Agreement for Directors and Executive Officers, dated August 9, 2007 10-Q 001-33572 10.06 November 7, 2007 10.06 2010 Annual Individual Incentive Compensation Plan, revised 2019 10-K 001-33572 10.07 March 15, 2021 10.07 Salary Continuation Agreement for executive officer Tani Girton, Chief Financial Officer, dated October 18, 2013 8-K 001-33572 10.2 November 4, 2014 10.08 2007 Form of Change in Control Agreement 8-K 001-33572 10.1 October 31, 2007 10.09 Director Deferred Fee Plan, dated December 17, 2020 10-K 001-33572 10.13 March 15, 2021 10.10 Employment Agreement with Timothy Myers, dated September 23, 2021 8-K 001-33572 10.1 September 24, 2021 10.11 Salary Continuation Agreement, as amended for executive officer Timothy Myers, Chief Executive Officer, dated January 1, 2022 8-K 001-33572 10.1 December 21, 2022 10.12 Salary Continuation Agreement for executive officer Nicolette Sloan, Head of Commercial Banking, dated January 1, 2022 8-K 001-33572 10.2 December 21, 2022 10.13 Salary Continuation Agreement for executive officer Misako Stewart, Chief Credit Officer, dated January 1, 2022 8-K 001-33572 10.3 December 21, 2022 10.14 Salary Continuation Agreement for executive officer Brandi Campbell, Head of Retail Banking, dated July 1, 2022 8-K 001-33572 10.4 December 21, 2022 14.01 Code of Ethical Conduct, dated October 20, 2023 Filed 23.01 Consent of Moss Adams LLP Filed 31.01 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.02 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.01 Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 Filed 97.1 Incentive Compensation Recovery Policy, dated October 2, 2023 Filed 101.INS Inline XBRL Instance Document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed Copies of any exhibit to our Annual Report on Form 10-K listed in the index above will be furnished to shareholders as of the record date without charge upon written request by such shareholder addressed as follows: Corporate Secretary, Bank of Marin Bancorp, 504 Redwood Boulevard, Suite 100, Novato, CA 94947. ITEM 16. Form 10-K Summary None. 107 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Bank of Marin Bancorp (registrant) March 14, 2024 /s/ Tani Girton Date Tani Girton Executive Vice President & Chief Financial Officer (Principal Financial Officer) 108 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: March 14, 2024 /s/ Timothy D. Myers Timothy D. Myers President & Chief Executive Officer, Director (Principal Executive Officer) Dated: March 14, 2024 /s/ Tani Girton Tani Girton Executive Vice President & Chief Financial Officer (Principal Financial Officer) Dated: March 14, 2024 /s/ David A. Merck David A. Merck First Vice President & Controller (Principal Accounting Officer) Members of Bank of Marin Bancorp's Board of Directors Dated: March 14, 2024 /s/ William H. McDevitt, Jr. William H. McDevitt, Jr. Chairman of the Board Dated: March 14, 2024 /s/ Nicolas C. Anderson Nicolas C. Anderson Dated: March 14, 2024 /s/ Russell A. Colombo Russell A. Colombo Dated: March 14, 2024 /s/ Charles D. Fite Charles D. Fite Dated: March 14, 2024 /s/ Cigdem Gencer Cigdem Gencer Dated: March 14, 2024 /s/ James C. Hale James C. Hale Dated: March 14, 2024 /s/ Robert Heller Robert Heller Dated: March 14, 2024 /s/ Kevin R. Kennedy Kevin R. Kennedy Dated: March 14, 2024 /s/ Sanjiv S. Sanghvi Sanjiv S. Sanghvi Dated: March 14, 2024 /s/ Joel Sklar Joel Sklar, M.D. Dated: March 14, 2024 /s/ Brian M. Sobel Brian M. Sobel Dated: March 14, 2024 /s/ Secil Tabli Watson Secil Tabli Watson 109