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Get filing alertsBayCom adopts market-based equity program for senior executives with stock-price vesting
Filed July 22, 2026 · Period ending July 21, 2026 · ~1 min read
Key Changes
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Board approved 2026 Performance Stock Unit Program for senior executives, with vesting tied to stock price hitting specified thresholds for 20 consecutive trading days.
Item 5.02 verify on EDGAR → -
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Each PSU settles as half a share of stock and cash equal to half a share's value three years after grant, once market vesting condition is met.
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Change-in-control triggers immediate settlement of outstanding PSUs (half stock, half cash) unless acquirer provides qualifying replacement awards.
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Vested PSUs include dividend equivalent units for cash dividends paid during the holding period, settled on same half-stock, half-cash basis.
Item 5.02 verify on EDGAR →
Summary
BayCom's board adopted a new equity compensation structure for senior executives that ties vesting to stock price performance rather than time-based milestones. The program grants performance stock units that vest when the company's volume-weighted average share price meets or exceeds specified thresholds for 20 consecutive trading days.
Each unit settles three years after grant as half a share of stock and a cash payment equal to half a share's value, creating a hybrid equity-cash payout. The market-based vesting condition aligns executive compensation directly with shareholder returns, requiring sustained stock price appreciation before awards are earned. The three-year settlement delay after vesting adds a retention element.
Change-in-control provisions ensure executives receive value in acquisition scenarios through immediate settlement unless the acquirer provides replacement awards. The program operates under BayCom's existing 2024 Omnibus Incentive Plan, so no new shareholder dilution authorization was required beyond the existing plan's share reserve.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 21, 2026, the Compensation Committee of the Board of Directors of BayCom Corp (the “Company”) recommended, and the Board of Directors adopted, a 2026 Performance Stock Unit Program (the “PSU Program”) for senior executive officers of the Company and United Business Bank, the Company's wholly owned banking subsidiary, and approved initial awards thereunder.
BayCom's Board adopted a new equity compensation program for senior executives on July 21, 2026. The program grants performance stock units under the company's 2024 Omnibus Incentive Plan, with initial awards approved for certain executive officers.
Added in current filing · verify on EDGAR →
Under the PSU Program, participants may be granted performance stock units (“PSUs”), each representing the right to receive one-half of one share of the Company's common stock, no par value, and a cash payment equal to the Fair Market Value of one-half of one share of common stock on the applicable settlement date. PSUs are earned and will become “Banked PSUs” when the volume-weighted average price per share of the Company's common stock equals or exceeds a specified threshold price for twenty (20) consecutive trading days (the “Market Vesting Condition”).
Each PSU represents the right to receive half a share of stock and a cash payment equal to the value of half a share. Vesting is tied to a market condition: the stock's volume-weighted average price must meet or exceed a specified threshold for 20 consecutive trading days. Settlement occurs three years after grant, with half in stock and half in cash.
Added in current filing · verify on EDGAR →
Upon any future Change in Control, the treatment of outstanding PSU Awards will be governed by Article 12 of the 2024 Omnibus Incentive Plan. If no qualifying replacement award is provided, settlement will be made on the effective date of the Change in Control, with one-half in shares of common stock and one-half in cash valued as of the effective date of the Change in Control.
In a change-in-control transaction, PSUs will be settled immediately on the transaction date (half in stock, half in cash) unless a qualifying replacement award is provided by the acquirer. This provision ensures executives receive value for their awards in acquisition scenarios.
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Added in current filing · verify on EDGAR →
Following the date on which PSUs become Banked PSUs, participants will be credited with dividend equivalent units on the balance of Banked PSUs for each cash dividend paid by the Company on its common stock, which will be settled together with the Banked PSUs on the same 50/50 basis as promptly as practicable following on the settlement date.
Once PSUs vest and become Banked PSUs, executives receive dividend equivalent units for any cash dividends paid on the underlying shares. These dividend equivalents are settled alongside the Banked PSUs on the same half-stock, half-cash basis at the three-year settlement date.
Added in current filing · verify on EDGAR →
In the event of death or disability prior to the settlement date, all Banked PSUs and dividend equivalent units will be settled within sixty (60) days of termination with the cash component valued as of the termination date. In the event of an involuntary termination without cause or resignation for good reason prior to the settlement date, (i) if the Market Vesting Condition has been satisfied, all Banked PSUs and dividend equivalent units will be settled within sixty (60) days of termination with the cash component valued as of the termination date; and (ii) if the Market Vesting Condition has not been satisfied, a pro-rata portion of the unearned PSUs based on service completed through the termination date will be retained, remain subject to the Market Vesting Condition, and if earned prior to the settlement date, will be settled together with any related dividend equivalent units as promptly as practicable following the settlement date with the cash component valued as of the settlement date.
The program includes protections for executives in various termination scenarios. Death or disability triggers immediate settlement of vested PSUs. Involuntary termination without cause or resignation for good reason results in either immediate settlement (if vested) or pro-rata retention of unvested PSUs that remain subject to the market condition. All other terminations result in forfeiture.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 23, 2026 · How we verify