Audit Committee. The audit committee presently comprises Daniel G. Libarle
(Chair), Henry Hansel, and Thomas L. Seavey, all of whom are considered independent under NASDAQ rules. The audit committee met four times during fiscal year 2020. The principal responsibilities and functions of the audit committee include
reviewing our internal controls and the integrity of our financial reporting, approving the employment and compensation of and overseeing our independent auditor, and reviewing the quarterly reviews and annual audit with the auditor.
Our board has determined that Daniel G. Libarle, who has served as Chair of our audit committee since 2001, is an audit committee financial
expert, as defined in the rules and regulations of the Securities and Exchange Commission (the SEC), and is considered independent under SEC and NASDAQ rules. Our board based its determination on the fact that Mr. Libarle has
extensive experience evaluating financial statements prepared in accordance with generally accepted accounting principles and has also acquired an understanding of internal controls, procedures for financial reporting, and audit committee functions
as the founding chairman of the board of Bank of Petaluma from 1985 to 2002, a member of the audit committee of the board of directors of Greater Bay Bancorp from 1999 to 2007, and a director of the Exchange Bank since January 2008, where he
continues to serve on the banks audit and loan committees.
Compensation Committee. The compensation committee presently
comprises Thomas L. Seavey (Chair), Daniel G. Libarle, Rodger Offenbach, and Susan W. Pomilia, all of whom are considered independent under NASDAQ rules. The compensation committee met three times during fiscal year 2020. This committee
has the responsibility of approving the compensation arrangements for our executive officers, including annual equity awards, which were approved on September 17, 2020, with a grant date of September 18, 2020, and annual cash bonuses,
which were approved on September 17, 2020. It also recommends to the board of directors whether to adopt any compensation plans in which our officers and directors are eligible to participate and makes grants of employee stock options and other
stock awards under our incentive plan. Our executive officers do not determine their own compensation. However, the president, after consultation with the companys other executive officers, recommends to the compensation committee (1) the
amount of base salary, cash bonus, company 401(k) contribution, and equity compensation for Ms. Kathryn R. Fahy, our chief financial officer, and Mr. Steadman, our executive vice president, (2) the amount of the chief executive
officers company 401(k) contribution and equity compensation, and (3) the amount of her own company 401(k) contribution and equity compensation, in each case based on salary surveys and the experience and performance of our executive
officers. The compensation committee does not have any arrangements with compensation consultants. As a small company, our compensation committee relies on its business judgment in making compensation decisions for our executive officers. The
compensation committee is also responsible for reviewing and approving all related party transactions.
Nominating Committee.
The nominating committee presently comprises all of our independent directors: Susan W. Pomilia (Chair), Henry Hansel, Daniel G. Libarle, Rodger Offenbach, and Thomas L. Seavey. The nominating committee met once during fiscal year
2020. The principal responsibilities and functions of the nominating committee include making recommendations for director nominees to the full board of directors for the next annual meeting of shareholders and making recommendations for committee
assignments and committee chair designations.
Qualifications for consideration as a director nominee vary according to the particular
areas of expertise sought to complement the existing board composition. However, in making its nominations, the nominating committee considers, among other things, an individuals business experience, industry experience, financial background,
breadth of knowledge about issues affecting the company, time available for meetings and consultation regarding company matters, and other particular skills and experience. In considering the diversity of a candidate, the committee considers a
variety of factors including, but not limited to, age, gender, and ethnicity. We do not currently employ an executive search firm or retain any other third party to locate qualified candidates for director positions, although we may do so in the
future if the nominating committee deems it
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