BayCom Corp 8-K

What Happened
BayCom Corp (BCML) announced a management transition on April 7–9, 2026: the Board involuntarily terminated the Company’s CEO (George J. Guarini), COO (Janet L. King) and CFO (Keary L. Colwell) without cause, effective April 10, 2026, with those executives remaining as full‑time non‑executive employees to provide transition assistance through July 6, 2026. The Board appointed Christopher F. Baron as President & CEO, William J. Black, Jr. as Executive Vice Chair, and Kevin L. Thompson as Executive Vice President & CFO, all effective April 13, 2026. Baron and Black were also appointed to the Company’s and the Bank’s boards to fill two of the three director vacancies created by the resignations (terms expiring at the June 16, 2026 annual meeting).

Key Details

• CEO George Guarini severance: $4,404,174 payable by the Bank over 24 months (with limited delay on large installments per Section 409A), 24 months of health benefits continuation, and immediate vesting of 22,109 restricted shares; separation date July 6, 2026 for transition purposes.
• COO Janet King and CFO Keary Colwell severance: each entitled to $2,413,017 (COO) / identical package (CFO) payable over 12 months, 24 months of health benefits continuation, and immediate vesting of 12,548 restricted shares (COO); separation date July 6, 2026 for transition purposes.
• New CEO Christopher Baron: employment agreement effective April 13, 2026 — $675,000 base salary, target cash bonus 75% of base (max 150% of target), annual restricted stock grants equal to 25% of base (starting 2027), and severance of 2x (base + target bonus) plus 24 months health if terminated without cause or resigns for good reason (subject to release).
• New CFO Kevin Thompson: offer letter effective April 13, 2026 — $450,000 base, target bonus 60% of base, annual restricted stock grants equal to 20% of base (starting 2027); no standard severance in the offer letter, but a Change‑in‑Control Agreement provides 1x (base + prior year bonus) plus 12 months health if terminated in connection with a change in control.

Why It Matters
This filing signals a significant leadership overhaul at BayCom, with all three senior operating officers replaced and two new directors added to the Company and Bank boards. Investors should note the upfront costs and ongoing obligations tied to the departures (multi‑million dollar severance payments and equity vesting) and the compensation commitments to the incoming executives (base salaries, incentive targets, equity grants, and severance/change‑in‑control protections). These changes may affect near‑term expenses, corporate strategy execution and governance continuity; the company also emphasizes transition support and board continuity at the Bank by retaining Guarini on the Bank’s board.