BayCom Corp (NASDAQ: BCML) sets market-based PSU awards for executives
Rhea-AI Filing Summary
BayCom Corp adopted a 2026 Performance Stock Unit Program for senior executive officers of the company and United Business Bank under its 2024 Omnibus Incentive Plan. Each PSU represents the right to receive one-half share of common stock and a cash payment equal to the Fair Market Value of one-half share on settlement.
PSUs are earned as “Banked PSUs” only if the volume-weighted average price of the stock meets a threshold for 20 consecutive trading days, subject to Compensation Committee certification. Banked PSUs, plus related dividend equivalent units, are generally settled after the third anniversary of the grant date, paid 50% in stock and 50% in cash, with specific accelerated settlement or forfeiture rules for death, disability, qualifying terminations, and Change in Control events.
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Filing Explained
On July 21, 2026, BayCom Corp’s board adopted the PSU Program and approved initial executive awards; these are contingent rights, not reported share issuances, that could require half-share settlement plus cash if the market condition is met and certified.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Market Vesting Condition period: 20 consecutive trading days
General settlement timing: third anniversary of the grant date
Termination settlement window: sixty (60) days
+1 more
4 metrics
Market Vesting Condition period
20 consecutive trading days
VWAP threshold period for PSUs to become Banked PSUs
General settlement timing
third anniversary of the grant date
Banked PSUs are settled after this date
Termination settlement window
sixty (60) days
Settlement period after death, disability or qualifying termination
Settlement mix
one-half in shares of common stock and one-half in cash
Applies to Banked PSUs and dividend equivalent units at settlement
Key Terms
Performance Stock Unit, Fair Market Value, volume-weighted average price, dividend equivalent units, +2 more
6 terms
Performance Stock Unit financial
"participants may be granted performance stock units (“PSUs”)"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
Fair Market Value financial
"a cash payment equal to the Fair Market Value of one-half of one share"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
volume-weighted average price financial
"when the volume-weighted average price per share of the Company's common stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
dividend equivalent units financial
"participants will be credited with dividend equivalent units on the balance of Banked PSUs"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
Change in Control financial
"Upon any future Change in Control, the treatment of outstanding PSU Awards"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Omnibus Incentive Plan financial
"The PSU Program is established under the BayCom Corp 2024 Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What executive compensation change did BayCom Corp (BCML) approve in July 2026?
BayCom Corp approved a 2026 Performance Stock Unit Program for senior executive officers. The program grants PSUs that pay half in stock and half in cash, with vesting tied to the company’s stock price performance and multi-year service-based settlement provisions.
How do PSUs under BayCom Corp (BCML)’s 2026 program vest?
PSUs become earned “Banked PSUs” only when the stock’s volume-weighted average price meets a threshold for 20 consecutive trading days. Vesting is subject to written certification by the Compensation Committee before any units are treated as earned under the program.
When are BayCom Corp (BCML) PSUs settled for executives?
Banked PSUs are generally settled as promptly as practicable following the third anniversary of the grant date. Settlement is made half in common stock and half in cash, with cash valued as of the applicable settlement date, alongside any related dividend equivalent units.
How are BayCom Corp (BCML) PSUs treated upon termination of employment?
For death, disability, or qualifying termination without cause or for good reason, certain Banked PSUs and dividend equivalents are settled within sixty (60) days. Other termination types result in immediate forfeiture of all PSUs and related dividend equivalent units under the program terms.
What happens to BayCom Corp (BCML) PSUs in a Change in Control?
On a future Change in Control, treatment of PSU awards follows Article 12 of the 2024 Omnibus Incentive Plan. If no qualifying replacement award is provided, outstanding PSUs are settled on the Change in Control date, half in stock and half in cash valued on that date.
Do BayCom Corp (BCML) executives receive dividends on PSUs?
After PSUs become Banked PSUs, executives receive dividend equivalent units for each cash dividend on common stock. These dividend equivalents are settled together with the Banked PSUs on the same 50% stock, 50% cash basis at the time of PSU settlement.