BayCom fires CEO, COO, and CFO without cause; appoints new executive team with $9.2M severance

On April 7, 2026, the Board approved the involuntary termination of Mr. Guarini’s employment without cause and delivered written notice of termination to Mr. Guarini in accordance with the 90-day notice requirement under his employment agreement. Effective April 10, 2026, Mr. Guarini will cease serving as President and Chief Executive Officer of the Company and the Bank and will no longer hold those titles or any other executive officer position. From April 10, 2026 through July 6, 2026 (the "CEO Separation Date"), Mr. Guarini will continue as a full-time, non-executive employee of the Company and the Bank, during which time he will continue to receive his base salary and benefits in accordance with his employment agreement and will provide transition assistance to the incoming executive team as reasonably requested.

Mr. Guarini will receive the compensation and benefits to which he is entitled under his existing employment agreement with the Company and the Bank upon a termination without cause, including: (i) a cash severance payment of $4,404,174, payable by the Bank over twenty-four (24) months in equal installments, subject to a delay in payment of any installments that would exceed $720,000 during the first 185 days following the CEO Separation Date in accordance with Section 409A of the Internal Revenue Code; (ii) continuation of health insurance benefits for twenty-four (24) months following the CEO Separation Date on the same terms as if he had remained employed; and (iii) immediate vesting of 22,109 shares of unvested restricted stock of the Company upon the CEO Separation Date and payment of vested benefits under other benefit plans and agreements in accordance with their terms.

On April 7, 2026, the Board approved the involuntary termination of Ms. King's employment without cause and delivered written notice of termination to Ms. King in accordance with the 90-day notice requirement under her employment agreement. Effective April 10, 2026, Ms. King will cease serving as Sr. EVP and COO of the Company and the Bank and will no longer hold those titles or any other executive officer position. Ms. King will receive the compensation and benefits to which she is entitled under her existing employment agreement with the Company and the Bank upon a termination without cause, including: (i) a cash severance payment of $2,413,017, payable by the Bank over twelve (12) months in equal installments, subject to a delay in payment of any installments that would exceed $720,000 during the first 185 days following the COO Separation Date in accordance with Section 409A of the Internal Revenue Code; (ii) continuation of health insurance benefits for twenty-four (24) months following the COO Separation Date on the same terms as if she had remained employed; and (iii) immediate vesting of 12,548 shares of unvested restricted stock of the Company upon the COO Separation Date and payment of vested benefits under other benefit plans and agreements in accordance with their terms. Ms. Colwell's compensation and benefits to which she is entitled under her existing employment agreement with the Company and the Bank upon a termination without cause are identical to those of the Chief Operating Officer described above.

Effective as of April 13, 2026, the Board appointed ... Christopher F. Baron, age 56, President and CEO of the Company and the Bank. Mr. Baron has served as President, Commercial & Community Bank of Banc of California since 2023, where he leads the commercial and community banking platform across central and southern California and Colorado, overseeing deposit and loan portfolios in excess of $10 billion and a network of 68 branches. ... The New CEO Employment Agreement provides (i) for an initial term of three (3) years, subject to automatic one-year renewals unless either party provides at least ninety (90) days’ prior written notice of non-renewal, (ii) an annual base salary of $675,000, subject to increase at the discretion of the Board of Directors. (iii) an annual cash incentive bonus with a target of 75% of base salary being paid for the year (with a maximum payout of 150% of target), based on financial and operational performance metrics established annually by the Company’s Human Resources/Compensation Committee, payable in a lump sum no later than March 15 following the applicable fiscal year end, (iv) annual restricted stock grants beginning in 2027 equal in value to 25% of his then-current base salary, calculated using the fair market value of the Company's common stock as of the grant date, vesting ratably at 20% per year over five years from the date of grant

Effective as of April 13, 2026, the Board appointed William J. Black, Jr., age 50, as Executive Vice Chair of the Company and the Bank. Since July 2024, Mr. Black has focused on managing his personal investments. From 2020 to 2024, Mr. Black served as Executive Vice President of Strategy and Corporate Development at PacWest Bancorp and Banc of California, reporting directly to the Chief Executive Officer, where he led M&A activity, corporate strategy, and crisis management, including securing $1.4 billion in emergency financing during the 2023 banking crisis and overseeing the sale of PacWest to Banc of California.

Effective as of April 13, 2026, the Board appointed Kevin L. Thompson, age 52, Executive Vice President and CFO of the Company and the Bank. Since 2025, Mr. Thompson has worked as an independent consultant providing consulting services to various banks and technology companies. From 2023 to 2025, Mr. Thompson served as CFO and Treasurer of Heartland Financial USA, Inc. (subsequently acquired by UMB Bank), a $20 billion asset banking institution headquartered in Denver, Colorado, where he oversaw financial reporting, liquidity management, interest rate risk, and investor relations. From 2022 to 2023, Mr. Thompson served as CFO of PacWest Bancorp, a $42 billion asset institution, where he led balance sheet restructuring efforts during the 2023 banking crisis, including the sale of $5 billion in loan portfolios and the execution of a reverse merger with Banc of California. The CFO Offer Letter provides for (i) an annual base salary of $450,000, (ii) an annual cash incentive bonus with a target of 60% of base salary, based on financial and operational performance metrics established annually by the Company's Human Resources/Compensation Committee, payable in a lump sum no later than March 15 following the applicable fiscal year end, and (iii) annual restricted stock grants beginning in 2027 equal in value to 20% of his then-current base salary

On April 9, 2026, the Company issued a press release announcing the management transition and board changes described above.

Employment Agreement by and among BayCom Corp, United Business Bank and Christopher L. Baron, dated effective as of April 13, 2026.

Employment Agreement by and among BayCom Corp, United Business Bank and William J. Black, Jr., dated effective as of April 13, 2026.

Offer of Employment Letter to Kevin L. Thompson.