UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Sierra Bancorp
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 26, 2010
TO THE SHAREHOLDERS OF SIERRA BANCORP:
The Annual Meeting of Shareholders (the Meeting) of Sierra Bancorp will be held at the Main Office of Bank of the Sierra,
90 North Main Street, Porterville, California 93257 on Wednesday, May 26, 2010 at 7:30 p.m.
At the annual
meeting, you will be asked to consider and vote on the following matters:
1.
Election of Directors.
Electing the
following four individuals to serve as Class I directors until the 2012 annual meeting of shareholders and until their successors are elected and qualified:
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Robert L. Fields
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Lynda B. Scearcy
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James C. Holly
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Morris A. Tharp
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2.
Ratification of
Appointment of Independent Accountants.
Ratifying the appointment of Vavrinek, Trine, Day & Co., LLP as the Companys independent registered public accounting firm for 2010.
3. Transacting such other business as may properly come before the Meeting and any and all adjournments thereof.
Only shareholders of record at the close of business on March 29, 2010 are entitled to notice of and to vote at the annual meeting.
Whether you plan to attend the annual meeting or not, we urge you to sign, date and return the enclosed proxy card in the postage paid envelope provided, so that as many shares as possible may be represented at the Meeting.
The vote of every
shareholder is important and your cooperation in returning your executed proxy promptly will be appreciated. Each proxy is revocable and will not affect your right to vote in person if you attend the annual meeting. If you hold your shares in
certificate form and attend the Meeting, you may simply revoke your previously submitted proxy and vote your shares at that time. If your shares are held by a broker or otherwise not registered in your name, you will need additional documentation
from your record holder to vote your shares personally at the Meeting. Please indicate on the proxy whether or not you expect to attend the annual meeting.
We appreciate your continuing support and look forward to seeing you at the annual meeting.
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DATED:
April 28, 2010
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By Order of the Board of Directors
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L. Diane Rotondo
Secretary
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Important Notice Regarding the Availability of Proxy Materials for the
2010 Annual Meeting of Shareholders to be held on May 26, 2010
This proxy statement and the Companys 2009 Annual Report to Shareholders are available electronically at
www.sierrabancorp.com/financials
SIERRA BANCORP
86 North Main Street
Porterville, California 93257
(559) 782-4900
___________________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 26, 2010
____________________________________
INTRODUCTION
General
This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of
Shareholders (the Meeting) of Sierra Bancorp (the Company), to be held at the Main Office of Bank of the Sierra, 90 North Main Street, Porterville, California at 7:30 p.m. on Wednesday, May 26, 2010 and at any
and all adjournments thereof.
We expect to mail this Proxy Statement and accompanying Notice to shareholders on approximately
April 28, 2010.
The matters to be considered and voted upon at the Meeting will be:
1.
Election of Directors.
To elect the following four individuals to serve as Class I directors until the 2012 annual meeting of
shareholders and until their successors are elected and qualified:
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Robert L. Fields
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Lynda B. Scearcy
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James C. Holly
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Morris A. Tharp
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2.
Ratification of
Appointment of Independent Accountants
. To ratify the appointment of Vavrinek, Trine, Day & Co., LLP as the Companys independent registered public accounting firm for 2010.
3. To transact such other business as may properly come before the Meeting and any and all adjournments thereof.
Revocability of Proxies
A Proxy for use at the Meeting is enclosed. Any shareholder who executes and delivers such Proxy has the right to revoke it at any time
before it is exercised by filing with the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. (Any shareholder who holds shares in certificate form and
attends the Meeting may simply revoke his or her previously submitted proxy and vote their shares at that time. Shareholders whose shares are held by a broker or are otherwise not registered in their own names will need additional documentation from
their record holder to vote any shares personally at the Meeting.) Subject to such revocation, all shares represented by a properly executed Proxy received in time for the Meeting will be voted by the proxy holders whose names are set forth in the
accompanying Proxy in accordance with the instructions on the Proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the Proxy will be voted in favor of the election of the nominees for directors
set forth herein, in favor of Proposal 2 and, if any other business is properly presented at the Meeting, in accordance with the recommendations of the Board of Directors.
Solicitation of Proxies
The solicitation of the Proxy accompanying this Proxy Statement is made by the Companys Board of Directors, and we will bear the
costs of such solicitation, including preparation, printing and mailing costs. The proxies will be solicited principally through the mails, but officers, directors and regular employees of the Company may solicit proxies personally or by telephone.
Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries to forward these proxy solicitation materials to shareholders whose stock in the Company is held of record by such entities, and we will reimburse such
brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.
VOTING SECURITIES
There were 11,633,046 shares of the Companys common stock issued and outstanding on March 29, 2010, which has been set as the
record date for the purpose of determining the shareholders entitled to notice of and to vote at the Meeting. The presence, in person or by proxy, of at least a majority of the total number of outstanding shares of our common stock is necessary to
constitute a quorum at the Meeting for the transaction of business. Abstentions and broker non-votes are each included in the determination of the number of shares present for determining a quorum but are not counted on any matters brought before
the Meeting.
Each shareholder is entitled to one vote on each proposal per share of common stock held as of the record date.
Shareholders do not have cumulative voting rights in connection with the election of directors. The election of four directors to serve until the 2012 Annual Meeting of Shareholders requires approval by a plurality of the votes cast by
the shares of common stock entitled to vote in the election. This means that the four nominees who receive the highest number of properly cast votes will be elected as directors even if those nominees do not receive a majority of the votes cast.
Shares represented by proxies that are marked with instructions to withhold authority for the election of one or more director nominees or that are not voted (whether by abstention, broker non-vote or otherwise) will not be counted in
determining the number of votes cast for those persons. For all other matters, including the ratification of the appointment of our accountants, a majority of votes cast shall decide the outcome of each matter submitted to the shareholders at the
Meeting. Abstentions will be included in the vote totals and, as such, will have the same effect on proposals as a negative vote. Broker non-votes (i.e., the submission of a proxy by a broker or nominee specifically indicating the lack of
discretionary authority to vote on the matter), if any, will not be included in vote totals and, as such, will have no effect on any proposal.
ELECTION OF DIRECTORS
Our Bylaws currently provide that the number of directors shall be not fewer than six nor more than eleven until changed by a bylaw
amendment duly adopted by the vote or written consent of our shareholders. The Bylaws further provide that the exact number of directors shall be fixed from time to time, within the foregoing range, by a bylaw or amendment thereof or by a resolution
duly adopted by the vote or written consent of our shareholders or by our Board of Directors. The exact number of directors is presently fixed at seven.
Pursuant to the Companys Articles of Incorporation, the Board of Directors is divided into two classes, designated Classes I and
II. The directors serve staggered two-year terms, so that directors of only one class are elected at each Annual Meeting of Shareholders. At the Meeting, shareholders will be asked to elect the following four Class I directors whose terms expire
this year, for an additional term of two years:
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Robert L. Fields
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Lynda B. Scearcy
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James C. Holly
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Morris A. Tharp
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Since shareholders do not
have cumulative voting rights in the election of directors, a plurality of the votes cast is required for the election of directors. This means that the four nominees who receive the highest number of properly cast votes will be elected as directors
even if those nominees do not receive a majority of the votes cast. In the event that any of the nominees should be unable to serve as a director, it is intended that the Proxy will be voted for the election of such substitute nominee, if any, as
shall be designated by the Board of Directors. Management has no reason to believe that any nominee will become unavailable.
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The following table sets forth information as of March 29, 2010 concerning the common
stock ownership of (i) each of the persons nominated by the Board of Directors for election as directors, (ii) each of our directors and executive officers, and (iii) our directors and executive officers as a group. Additional
information concerning the experience and qualifications of the Companys directors appears below under CORPORATE GOVERNANCE Director Nomination Procedures, Qualifications and Related Matters.
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Common Stock
Beneficially Owned on
March 29, 2010
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Name, Address and Offices
Held with the Company
1
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Principal Occupation
for the Past Five Years
2
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Age
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Term to
Expire/
Director
Since
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Number
of Shares
3
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Vested
Option
Shares
4
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Percentage
of Shares
Outstanding
5
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Morris A. Tharp
Chairman of the Board
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President and Owner,
E.M.
Tharp, Inc.
(Truck Sales and Repair)
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70
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2012/
2000
(1977)
6
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474,975
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7
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42,500
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4.43
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%
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Albert L. Berra
Director
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Orthodontist/Rancher
(Owner,
Albert L. Berra, DDS
and Berra Farms)
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69
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2011/
2000
(1977)
6
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276,691
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8
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37,500
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2.69
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%
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Robert L. Fields
Director
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Retired Jeweler
(formerly
Owner,
Bob Fields Jewelers)
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82
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2012/
2000
(1982)
6
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495,285
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12,500
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4.36
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%
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1
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All offices held apply to both Bank of the Sierra and Sierra Bancorp. The business address of each of the executive officers and directors is 86 North
Main Street, Porterville, California 93257.
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None of the companies listed in this column or in related footnotes, other than Bank of the Sierra, are affiliates of Sierra Bancorp. All positions
listed have been held for a period of at least five years unless otherwise indicated.
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Except as otherwise noted, may include shares held by such persons spouse (except where legally separated) and minor children, and by any other
relative of such person who has the same home; shares held in street name for the benefit of such person; shares held by a family trust as to which such person is a trustee and primary beneficiary with sole voting and investment power
(or shared power with a spouse); or shares held in an Individual Retirement Account or pension plan as to which such person is the sole beneficiary and has pass-through voting rights and investment power.
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Represents option shares which are vested or will vest within 60 days of March 29, 2010 pursuant to the Companys Stock Incentive Plan. See
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION Grants of Plan-Based Awards and Compensation of Directors.
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This percentage is based on the total number of shares of the Companys common stock outstanding, plus the numbers of option shares for the
applicable individual or group which are vested or will vest within 60 days of March 29, 2010 pursuant to the Companys Stock Incentive Plan. See EXECUTIVE OFFICER AND DIRECTOR COMPENSATION Grants of Plan-Based Awards
and Compensation of Directors.
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Year first elected or appointed a director of Bank of the Sierra.
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Includes 5,215 shares held by Mr. Tharp as trustee for the grandchildren of another director of the Company, as to which shares Mr. Tharp has
sole voting but no investment power; and 5,280 shares held by Mr. Tharps spouse as separate property, as to which shares Mr. Tharp has neither voting nor investment power.
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Includes 80,704 shares held by Berra Investments, a limited partnership in which Dr. Berra and his spouse are general partners; 22,036 shares held
by the Albert L. Berra, DDS Profit Sharing Plan, of which Dr. Berra is trustee; as to all of which shares he has sole voting and dispositive power; and 30, 793 held by Dr. Berras spouse as separate property, as to which shares
Dr. Berra has neither voting nor investment power.
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(Table and footnotes continued on following
page.)
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Common Stock
Beneficially Owned on
March 29, 2010
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Name, Address and Offices
Held with the Company
1
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Principal Occupation
for the Past Five Years
2
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Age
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Term to
Expire/
Director
Since
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Number
of Shares
3
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Vested
Option
Shares
4
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Percentage
of Shares
Outstanding
5
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James C. Holly
President,
Chief Executive
Officer and Director
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President and
Chief Executive
Officer,
Bank of the Sierra
and
Sierra Bancorp
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69
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2012/
2000
(1977)
6
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524,876
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9
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12,500
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4.61
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%
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Vincent L. Jurkovich
Director
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President and Owner,
Porterville Concrete Pipe, Inc.
(Manufacturer of
Concrete Pipe)
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82
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2011/
2000
(1977)
6
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159,450
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52,000
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1.81
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%
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Lynda B. Scearcy
Director
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Tax Partner,
McKinley Scearcy
Associates (Accounting and Consulting Firm)
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64
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2012/
2007
(2007)
6
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5,768
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10
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7,500
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0.11
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%
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Gordon T. Woods
Director
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Owner and Operator,
Gordon T.
Woods Construction (Manufacturer and Installer of Commercial Grade Filtration Systems)
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74
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2011/
2000
(1977)
6
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38,886
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11
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20,000
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0.51
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%
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Kenneth R. Taylor
Executive
Vice President
and Chief Financial Officer
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Executive Vice President
and
Chief Financial Officer,
Bank of the Sierra
and Sierra Bancorp
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50
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n/a
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11,500
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14,400
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0.22
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%
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James F. Gardunio
Executive
Vice President
and Chief Credit Officer
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Executive Vice President
and
Chief Credit Officer,
Bank of the Sierra
and Sierra Bancorp
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59
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n/a
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26,200
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0.22
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%
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Kevin J. McPhaill
Executive
Vice President
and Chief Banking Officer
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Executive Vice President
and
Chief Banking Officer,
Bank of the Sierra
and Sierra Bancorp
12
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37
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n/a
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2,000
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13
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11,400
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0.12
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%
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Directors and Executive Officers
as a Group (10 persons)
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1,989,431
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236,500
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18.75
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%
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(Certain footnotes appear on previous page.)
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Includes 30,000 shares held by Holly Farms, L.P., a limited partnership of which Mr. Holly is a general partner, as to which shares he has sole
voting power and shared dispositive power. Also includes 278,186 shares held in margin accounts as to which there is no current balance.
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Includes 50 shares held by a special needs trust of which Ms. Scearcy is successor trustee, as to which shares she has sole voting and dispositive
power.
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Does not include 134,598 shares held by Filinco, Ltd., as to which shares Mr. Woods spouse and daughters have sole voting and investment
power and as to which Mr. Woods disclaims beneficial ownership.
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Mr. McPhaill was appointed Executive Vice President and Chief Banking Officer of Bank of the Sierra and Sierra Bancorp on January 1, 2006.
Previously, he served as Vice President at Bank of the Sierras Hanford Branch from June 2001 through December 2005.
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All of these shares are held in margin accounts as to which there is no current balance.
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4
CORPORATE GOVERNANCE
General
The Board of
Directors believes that it is important to encourage the highest level of corporate ethics and responsibility and has fully implemented the corporate governance requirements of Nasdaq and the Securities and Exchange Commission (the SEC).
Code of Ethics
We have adopted a Code of Ethics which applies to all of our directors, officers and employees, including our principal executive officer,
principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics requires that our directors, officers and employees avoid conflicts of interest, comply with all laws and other legal
requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Companys best interests. Under the terms of the Code of Ethics, directors, officers and employees are required to report any conduct
that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Code of Ethics may be found on our web site,
www.sierrabancorp.com
under the topic Governance Documents. We intend to
post notice of any waiver from, or amendment to, any provision of our Code of Ethics on this web site.
Procedures for Reporting Concerns
about Accounting, Internal Accounting Controls or Auditing Matters
As a mechanism to encourage compliance with the Code of
Ethics, we have established procedures for (i) receiving, retaining and addressing complaints received regarding accounting, internal accounting controls or auditing matters; (ii) allowing employees to anonymously report any problems they
may detect with respect to such matters; and (iii) reporting any suspected violations of the Code or of law. The Code of Ethics also prohibits the Company from retaliating against any director, officer or employee who makes a good faith report
of a suspected violation of the Code or of law (even if the report is mistaken), or against anyone who assists in the investigation of a reported violation.
Director Independence
General.
The overwhelming majority of the members of our Board of Directors have historically been independent, and our Audit,
Nominating and Governance, and Compensation Committees are comprised solely of independent directors in accordance with SEC and Nasdaq requirements. The Board has determined that all of its directors, other than the President and Chief Executive
Officer, are independent as that term is defined by the Nasdaq rules.
Executive Sessions.
The independent
directors meet regularly in executive session without any members of management present.
Director Attendance
Board and Committee Meeting Attendance.
During the fiscal year ended December 31, 2009, our Board of Directors held a total of
fourteen meetings. Each director attended at least 75% of the aggregate of (a) the total number of such meetings and (b) the total number of meetings held by all committees of the Board on which such director served during 2009.
Director Attendance at Annual Meetings of Shareholders.
The Board believes it is important for all directors to attend
the annual meeting of shareholders in order to show their support for the Company and to provide an opportunity for shareholders to communicate any concerns to them. The Companys policy is to encourage, but not require, attendance by each
director at the Companys annual meeting of shareholders. All of our directors attended our Annual Meeting of Shareholders in 2009.
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Shareholder Communications with Board of Directors
Shareholders may communicate with the Board of Directors or with any individual director by mailing a communication to our principal
executive offices addressed to the Board of Directors or to the individual director. All of such communications, except those clearly of a marketing nature, will be forwarded unopened directly to the appropriate director or presented to the full
Board of Directors at the next regularly scheduled Board meeting.
Director Nomination Procedures, Qualifications and Related Matters
Procedure for Consideration of Director Nominees.
Prior to making any recommendations to the Board of Directors
concerning the nomination of directors for each years annual meeting, the Nominating and Governance Committee (the Governance Committee) shall (i) evaluate the performance, attendance records of, and any loans or other
transactions between the Company or the Bank and each of the current Board members proposed for reelection, and on that basis consider the appropriateness of such members standing for reelection; (ii) review the composition and size of the
Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as directors of the Company; (iii) consider the need to augment the Board
for any specific purpose; (iv) review and consider any additional requests from outside parties to serve as directors; (v) if a new nominee is needed, determine the specific skills and experience desired in a new director; and (vi) in
such case, identify potential nominees who have such skills and experience, determine whether the potential nominees are shareholders of the Company, investigate the potential nominees background, develop personal knowledge about the
candidate, develop a consensus of the committee members with respect to which potential nominee would be best suited for the position, determine whether the candidate is interested, and vote on the recommendation.
The Governance Committee shall consider recommendations from directors, officers and employees of the Company and the Bank, as well as
persons recommended by shareholders of the Company, and shall evaluate persons recommended by directors, officers or employees in the same manner as those recommended by shareholders in selecting Board nominees.
Director Qualifications.
In considering possible candidates for election as a director, the Governance Committee shall be guided
by the principle that each director should: (i) be an individual of the highest ethical character and integrity; (ii) have substantial experience which is of particular relevance to the Company; (iii) have the ability and willingness
to devote sufficient time to the affairs of the Company; (iv) have a meaningful financial stake in the Company so as to assure that every directors interests are aligned with those of the shareholders; (v) be knowledgeable about the
business activities and market areas in which the Company and its subsidiaries engage; (vi) have a general appreciation regarding major issues facing public companies of a size and operational scope similar to the Company, including
contemporary governance concerns, regulatory obligations of a public issuer, strategic business planning, competition in a global economy, and basic concepts of corporate accounting and finance; (vii) live or work within 25 miles of an existing
or proposed office of the Bank; (viii) have an excellent personal and professional reputation in and commitment to one or more communities in which the Company does business; (ix) serve or have served as chief executive officer or in
another position of active leadership with a business or professional interest located within the market areas served by the Company and its subsidiaries; (x) have an inquiring mind, a willingness to ask hard questions, and the ability to work
constructively with others; (xi) have the ability and desire to exercise independent thinking when considering matters brought before the Board, and not be unduly influenced by the opinions of others; (xii) have no conflict of interest
that would interfere with his or her performance as a director; and (xiii) have the capacity and desire to represent the best interests of the shareholders as a whole and not primarily a specific interest group or constituency.
While the Board and the Governance Committee believe that every director should possess as many of the foregoing attributes as possible,
the Governance Committee has not recommended, and the Board has not established, any specific group of such attributes to be considered minimum qualifications for serving as a director.
In considering the desirability of any particular candidate as a potential director, the Governance Committee shall also consider the
contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidates credentials, experience and expertise, the
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composition of the Board at the time, and other relevant circumstances, including the fit of the individuals skills and personality with those of other directors and potential directors in
building a Board that is effective, collegial and responsive to the needs of the Company.
Board Diversity, Qualifications
and Experience.
As currently comprised, the Board of Directors is a diverse group of individuals who are drawn from various market sectors and industry groups with a presence in the Companys markets. The Board considers diversity as one of
many factors in evaluating the composition of the Board but has no set policy in this regard. Board members are individuals with knowledge and experience who serve and represent the communities we serve. Current Board representation provides
backgrounds in accounting, banking, farming, manufacturing, and retail. The expertise of these individuals covers accounting and financial reporting, corporate management, strategic planning, business acquisitions, marketing, retail and small
business operations. What follows is a brief description of the particular experience, attributes and qualifications of each member of the Companys Board of Directors that led to the conclusion that these individuals should serve as directors
of the Company.
Albert L. Berra
has been a director of the Bank and of Sierra Bancorp since their formations in 1977
and 2000, respectively. He has served on numerous committees of the Bank and the Company throughout that time and is currently Chairman of both the Audit Committee and the Compensation Committee. A native of Porterville, Dr. Berra attended
schools here and then attended the University of California and went on to St. Louis University to complete his dental and orthodontic training. After his service in the U.S. Army, Dr. Berra returned to Porterville to establish his orthodontics
practice, which he has had since that time. He is also involved in many community activities.
Robert L. Fields
was an
original proponent of the Bank and has been a director of the Bank since 1982. He has also been a director of the Company since its formation in 2000 and has served on the Compensation Committee and Senior Loan Committee for many years.
Mr. Fields was born in Wisconsin and after serving his military service, attended college in Los Angeles. He then worked for a jewelry store in Beverly Hills and later had the opportunity to buy his own jewelry store in Porterville. During the
35 years Mr. Fields has lived in this area, he has become involved in many civic activities. Currently retired from the jewelry business, he is managing his personal investments.
James C. Holly
is a founding Director as well as President and Chief Executive Officer of the Bank, and has served in those same
capacities for the Company since its formation in 2000. He was born and raised in Racine, Wisconsin and received both a BBA and an MBA degree from the University of Wisconsin. Following his active duty in the U.S. Army he started management training
with United California Bank, now Wells Fargo Bank. After ten years as a Branch Manager, Mr. Holly then left and joined in the effort to organize Bank of the Sierra of which he has been President and CEO since its inception in 1977.
Vincent L. Jurkovich
has been a director of the Bank and of Sierra Bancorp since their formations in 1977 and 2000, respectively,
and was an original proponent of the Bank. He has served on numerous committees of the Bank and the Company throughout that time and has served on the Audit and Senior Loan Committees for many years. He is a native of Porterville and owns and
operates Porterville Concrete Pipe, a business which was started by his father in 1919.
Lynda B. Scearcy
has been a
director since December 2007 and has been a valuable member of the Audit Committee since that time. She also serves on several other Board committees including the Senior Loan Committee. She received her undergraduate degree from the University of
Florida and her Masters Degree in Taxation from the San Joaquin College of Law. Ms. Scearcy is the tax partner at McKinley Scearcy Associates, an accounting and consulting firm which she joined in 1983. Ms. Scearcy is deeply committed to
the community, as demonstrated by her involvement with, among others, the Rotary Club of Porterville (Past President), Porterville Chamber of Commerce (Past Treasurer), Tule River Economic Development Corporation (Past Treasurer) and Tulare County
Office of Education Foundation (Board Member).
Morris A. Tharp
is an original proponent of the Bank and has served as
Chairman of the Board of the Bank and of Sierra Bancorp since their formations in 1977 and 2000, respectively. He has served on the Audit Committee for many years and also serves on the Capital Committee, as well as being an ex officio member of all
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other Board committees. Mr. Tharp is a native of Porterville and following his schooling, joined his father in the family business of E.M. Tharp, Inc. Over the years, he has purchased the
family business and is now sole owner. For many years he has been very involved in community activities.
Gordon T. Woods
was an original proponent of the Bank and has been a director of the Bank and of Sierra Bancorp since their formations in 1977 and 2000, respectively. He attended Arizona State and the University of Arizona on scholarship, majoring in chemical
engineering, and is a U.S. Army veteran. His professional experience includes employment as a chemical engineer, as well as executive positions with divisions of Gulf Oil Company and Ford Motor Company. In 1969 he moved to Porterville and
established Hydrokleen Systems, a designer and manufacturer of water and waste treatment systems, and in 1989 he established Gordon T. Woods Construction. He is currently CEO of both of those companies. Mr. Woods has been active in
numerous service organizations in Porterville and has also served on the Porterville City Council, including two years as the Mayor and two years as Mayor Pro-Tem.
Consideration of Shareholder Recommendations.
In considering any additional requests from outside parties to serve as directors,
including parties recommended by shareholders, the Governance Committee shall follow the same principles outlined above, and shall request of any potential nominee such information, including a completed Directors and Officers
Questionnaire of the same type completed by each of the Companys existing directors and executive officers each year in connection with the preparation of the Companys proxy materials, as the committee deems necessary to enable it to
properly evaluate such persons qualifications and to be aware of any information concerning such person which might require disclosure to shareholders pursuant to the SEC rules concerning proxy statements.
A shareholder wishing to submit recommendations for director candidates for election at an annual meeting of shareholders must do so in
writing by December 15 of the previous calendar year, and must include the following in the written recommendation: (i) a statement that the writer is a shareholder and is proposing a candidate for consideration; (ii) the name and
contact information for the candidate; (iii) a statement of the candidates business and educational experience; (iv) information regarding the candidates qualifications to be a director; (v) the number of shares of the
Companys stock owned either beneficially or of record by the candidate and the length of time such shares have been so owned; (vi) the written consent of the candidate to serve as a director if nominated and elected;
(vii) information regarding any relationship or understanding between the proposing shareholder and the candidate; (viii) a statement that the proposed candidate has agreed to furnish to the Company all information (including a completed
Directors and Officers Questionnaire as described above) as the Company deems necessary to evaluate such candidates qualifications to serve as a director; and (ix) as to the shareholder giving the notice (a) the name and
address of the shareholder and (b) the number of shares of the Companys stock which are owned beneficially or of record by the shareholder.
Nominations by Shareholders.
The procedures for nominating directors (as opposed to making recommendations pursuant to the above
procedure), other than by the Company, are set forth in our Bylaws, which provide in pertinent part as follows:
Nominations for election of members of the Board of Directors may be made by the Board of Directors or by any
shareholder entitled to vote for the election of directors. Notice of intention to make any nominations by a shareholder shall be made in writing and shall be delivered or mailed to and received by the Secretary of the Corporation not less than one
hundred twenty (120) calendar days in advance of the date corresponding to that on which the Corporations proxy statement was released to the shareholders in connection with the previous years annual meeting of shareholders;
provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous years proxy
statement, notice by the shareholder must be received by the Secretary of the Corporation not later than the close of business on the later of (i) one hundred and twenty (120) days prior to such annual meeting; or (ii) ten
(10) days after the date the notice of such meeting is sent to shareholders pursuant to Section 2.2(d) of these Bylaws
. Such notification shall contain the following information to the extent known to the notifying shareholder:
(a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of
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shares of voting stock of the Corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder and the beneficial owner, if any, on whose behalf
the nomination is made; and (e) the number of shares of voting stock of the Corporation owned beneficially and of record by the notifying shareholder and such beneficial owner.
For our 2011 Annual Meeting of Shareholders, written notice of intention to make any nominations must be received no later than
December 30, 2010.
Board Leadership Structure.
The Company is focused on corporate governance practices, and
independent Board oversight is valued as an essential component of strong corporate performance to enhance shareholder value. Our commitment to independent oversight is demonstrated by the fact that all of our directors, except our Chief Executive
Officer, are independent. In addition, all of the members of the Boards Audit Committee, Compensation Committee, and Governance Committee, are independent.
The Company currently has an independent Chairman separate from the Chief Executive Officer, and our corporate governance guidelines
specify that these two positions should be kept separate except in unusual circumstances. Such circumstances have not occurred in the Companys history. The Board believes it is important to maintain flexibility in its leadership structure, but
firmly supports having an independent director in a board leadership position. If for any reason it were necessary for the Chairman to also hold the office of Chief Executive Officer temporarily, the Board would appoint an independent lead director
to serve in an independent leadership position during this time. Having an independent Chairman or lead director enables non-management directors to raise issues and concerns for Board consideration without immediately involving management. The
Chairman provides independent leadership of the Board and also serves as a liaison between the Board and senior management. The Board has determined that the current structure, an independent Chair, separate from the Chief Executive Officer, is the
most appropriate structure at this time, while ensuring that, at all times, there will be an independent director in a Board leadership position.
Board Role in Risk Oversight.
Risk is inherent with every business, and how well a business manages risk can ultimately determine
its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, financial reporting risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks the
Company faces, while the Board, as a whole and through its committees, particularly the Audit and Compensation Committees, has responsibility for the oversight of risk management and consideration of the Companys entire risk profile. The Board
considers the most significant risks facing the Company and the Companys general risk management strategy, to ensure that risks undertaken by the Company are consistent with the Boards objectives. In its risk oversight role, the Board of
Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The Senior Loan Committee (comprised of directors), of which Mr. Holly is chairman, is responsible for monitoring and controlling
risks associated with lending. The Committee meets twice a month, and the Chief Credit Officer presents detailed reports to the Committee at least once per month (including loan concentration reports, details on nonperforming loans and foreclosed
assets, etc.).
The Audit Committee is responsible for overseeing the Companys financial reporting risk, oversees the
entire audit function and evaluates the effectiveness of internal and external audit efforts. It receives a status report from the Companys Internal Audit Coordinator on a monthly basis regarding the Companys assessment of risks and the
adequacy and effectiveness of internal control systems.
The full Board takes responsibility for ensuring that other risks are
monitored and controlled, including liquidity and interest rate risk, and the Chief Financial Officer presents quarterly reports to the Board to assist with this responsibility. In addition, to accomplish the Boards overall risk management
strategy, the Board works closely, and meets frequently and as necessary, with senior management to discuss strategy and risks facing the Company. Senior management attends appropriate portions of the Board meetings and is available to address any
questions or concerns raised by the Board on risk management and any other matters. The Chairman of the Board and other independent directors work together to provide strong, independent oversight of the Companys management and affairs
directly and through its standing committees and, when necessary, special meetings of
9
independent directors. While we believe that this division of responsibility is the most effective approach for addressing the risks facing our Company, we will continue to re-examine our Board
leadership structure on a regular basis, recognizing that different structures may be appropriate in different situations faced by the Company.
COMMITTEES OF THE BOARD
Audit Committee
General.
The Board of Directors has, among others, a standing Audit, Compliance and CRA Committee (the Audit
Committee), composed of directors Berra (Chairman), Jurkovich, Scearcy, Tharp and Woods, each of whom is an independent director as defined by the rules of Nasdaq. Each member of the Audit Committee also meets the independence criteria
prescribed by applicable law and the rules of the SEC for Audit Committee membership. Each Audit Committee member meets Nasdaqs financial knowledge requirements and has substantial experience as the chief executive officer or equivalent of his
or her respective business or profession. In addition, at least one member of the Audit Committee has the requisite financial sophistication required under the rules of Nasdaq for one such member. While the Board believes that each member of the
Audit Committee is highly qualified to discharge his or her duties, the Board has not designated any particular member of the Audit Committee as an audit committee financial expert under the SECs rules.
During the fiscal year ended December 31, 2009, the Audit Committee held a total of twelve meetings. The purpose of this committee,
with respect to its audit duties, is to meet with the Companys outside auditors, in order to fulfill the legal and technical requirements necessary to adequately protect the Companys directors, shareholders, employees and depositors. It
is also the responsibility of the Audit Committee to select the Companys independent registered public accounting firm and to make certain that this firm has the necessary freedom and independence to freely examine all company records.
Further, the Audit Committee pre-approves all audit and permissible non-audit services to be performed by the independent public accountants, with certain de minimis exceptions. Each year the committee reviews the risk management assessment of the
Companys branches, credit centers and operating units and assigns priorities for the year to have independent reviews conducted by loan, operational, information systems and compliance teams hired by the committee. The committee meets with
such independent review consultants on at least an annual basis and approves the contractual basis of each engagement letter and arrangement under consideration. Further, as part of its regular monthly meeting schedule, the committee meets on a
quarterly basis to review the Companys Form 10-Q. The committee also meets with the accounting audit partner in charge of the engagement, who presents the audited consolidated financial reports to the committee upon completion of the annual
engagement. The committee receives and reviews management letters and all reports of external independent firms which have been contracted to perform agreed upon procedures for the benefit of the Company and the committee. Additionally, the
committee reviews all Reports of Examination prepared by regulators regarding safety and soundness, compliance, or other examinations performed by such agencies. As part of its responsibilities, the committee also reviews and approves any and all
management initiated responses to engagements conducted by independent consultant firms or regulatory agencies, prior to their dispersal to the appropriate reviewing agent. Finally, the Audit Committee has ultimate responsibility for determining
matters of interpretation with respect to the audit and accounting related portions of our Code of Ethics, and for making all final decisions concerning any disciplinary actions relating to those portions of the Code.
Audit Committee Charter.
The Board of Directors has adopted an Audit Committee charter, which outlines the purpose of the Audit
Committee, delineates the membership requirements and addresses the key responsibilities of the committee. The charter may be found on our web site,
www.sierrabancorp.com
under the topic Governance Documents.
Audit Committee Report.
The Audit Committee has reviewed and discussed with management our audited consolidated
financial statements as of and for the fiscal year ended December 31, 2009. The committee has discussed with our independent public accountants, which are responsible for expressing an opinion on the conformity of our audited consolidated
financial statements with generally accepted accounting principles, the matters required to be discussed by Statement on Auditing Standards No. 114, including their judgments as to the quality of our financial reporting. The committee has
received from the independent public accountants written disclosures and a letter as required by the Independence Standards Board, Standard No. 1, as amended, and
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discussed with the independent public accountants the firms independence from management and from the Company. In considering the independence of our independent public accountants, the
committee took into consideration the amount and nature of the fees paid the firm for non-audit services, as described on page 26 below. The Audit Committee also reviewed managements report on its assessment of the effectiveness of the
Companys internal control over financial reporting and the independent registered public accounting firms report on the effectiveness of the Companys internal control over financial reporting.
In reliance on the review and discussions described above, the committee recommends to the Board of Directors that the year-end audited
consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the SEC.
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Submitted by:
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Albert L. Berra, Chairman
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Vincent L. Jurkovich
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Morris A. Tharp
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Lynda B. Scearcy
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Gordon T. Woods
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Nominating and
Governance Committee
General.
The Board has a standing Nominating and Governance Committee (the Governance
Committee) of which director Tharp is Chairman and all other non-employee directors are members. The Governance Committee met twice during 2009. All of the members of the Governance Committee are independent directors under the Nasdaq rules.
The primary purposes of this committee are to (i) identify qualified candidates for director, evaluate the incumbent directors whose terms expire at each upcoming annual meeting, and recommend to the Board the director nominees for each annual
meeting of shareholders; (ii) determine desired Board member skills and attributes and annually review and update the criteria for evaluating candidates for directors; (iii) annually evaluate the size and composition of the Board and each
committee in light of the Companys operating requirements and existing corporate governance trends; (iv) conduct searches as needed for prospective directors with the desired skills and attributes, and conduct reviews as appropriate into
the background and qualifications of director candidates; (v) consider bona fide candidates recommended by shareholders for nomination for election to the Board in accordance with the policies and procedures set forth in the Governance
Committees charter; (vi) retain and compensate third party search firms to assist in identifying or evaluating potential nominees to the Board, if necessary; (vii) assess and report annually to the Board concerning the effectiveness
and performance of the Board and Board committees as well as the effectiveness of the relationship between the Board and management, and identify areas in which the Governance Committee or management believes the Board could improve;
(viii) monitor the orientation and continuing education program for directors; (ix) annually review and assess the adequacy of the Companys Corporate Governance Guidelines in light of applicable legal and regulatory requirements;
(x) annually review and assess the adequacy of the Companys Code of Ethics; (xi) have ultimate responsibility for determining matters of interpretation with respect to the non-audit related portions of the Code of Ethics and for
making all final decisions concerning any disciplinary actions relating to those portions of the Code; and (xii) periodically review the Companys succession plans and make recommendations to the Board of Directors with respect to
management and director succession.
We do not pay fees to any third party to identify or evaluate or assist in identifying or
evaluating potential nominees. The Board and the Governance Committee have adopted specific policies and procedures concerning the director nomination process, in accordance with which the Governance Committee considers various matters and criteria
and on that basis recommends the proposed slate of nominees to the full Board. The specific procedures and criteria which the Governance Committee follows and considers in making its decisions concerning recommended nominations for directors are
described above under CORPORATE GOVERNANCE Director Nomination Procedures, Qualifications and Related Matters.
Governance Committee Charter.
The Board of Directors has adopted a Nominating and Governance Committee charter, which outlines the
purpose of the Governance Committee, delineates the membership requirements and addresses the key responsibilities of the committee. The charter may be found on our web site,
www.sierrabancorp.com
under the topic Governance
Documents.
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Compensation Committee
General.
The Board of Directors has a Compensation Committee, of which directors Berra (Chairman), Fields and Woods are members.
The Compensation Committee met twice during 2009. All of the members of the Compensation Committee are independent directors under the Nasdaq rules. The primary functions of this committee are to (i) consider and make recommendations to the
Board of Directors concerning the Companys incentive compensation plans and equity-based plans in which directors and executive officers may be participants; (ii) approve option grants or restricted stock awards to the Companys
Named Executive Officers unless the Board of Directors, in its discretion, should decide to take such actions instead of the Committee with respect to any such awards; (iii) annually evaluate the performance of the Companys
Chief Executive Officer (the CEO) in light of the goals and objectives of the Companys executive compensation plans and the CEOs individual performance goals, and make recommendations to the Board of Directors concerning his
compensation levels based on this evaluation; (iv) annually review and make recommendations to the Board concerning the compensation arrangements for all executive officers; (v) monitor compensation trends, solicit independent advice where
appropriate, and ensure that executive compensation plans are sufficient to attract and retain high quality executives; (vi) review and make recommendations to the Board concerning any salary continuation agreements or other contractual
arrangements with any officers; (vii) annually review the compensation paid to non-employee directors and make recommendations to the Board regarding such compensation, provided that no member of the Committee may act to fix his or her own
compensation except for uniform compensation paid to directors for their services as a director; (viii) review executive officer compensation for compliance with applicable laws and regulations; (ix) have the authority to retain and
terminate any compensation consultant to be used to assist in the evaluation of the CEO, other executive officers, and director compensation; (x) produce an annual report on executive compensation, and review and approve the Compensation
Discussion and Analysis appearing in the Proxy Statement; (xi) review and make recommendations to the Board concerning salary ranges for graded personnel, as well as personnel policies and any similar documents relating to personnel matters
which require Board approval; and (xii) annually review group health insurance and workers compensation insurance, and make recommendations to the Board with regard to carriers and potential changes in coverage.
Compensation Committee Charter.
The Board of Directors has adopted a Compensation Committee charter, which outlines the purpose of
the Compensation Committee, delineates the membership requirements and addresses the key responsibilities of the Committee. The charter may be found on our web site,
www.sierrabancorp.com
under the topic Governance
Documents.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions.
The persons
named above were the only persons who served on the Compensation Committee during the fiscal year ended December 31, 2009. None of these individuals has ever been an officer or employee of the Company or any of its subsidiaries. None of our
executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee.
Compensation Committee Report.
In performing its oversight role, the Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in
this Proxy Statement to be filed on Schedule 14A with the SEC.
In addition, the full Board of Directors, including all
members of the Compensation Committee, reviewed the compensation structure for employees of the Company and concluded that none of the elements comprising such compensation encourages behavior that would lead to excessive risks for the Company.
Submitted by the Compensation Committee of the Board of Directors.
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Albert L. Berra, Chairman
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Robert L. Fields
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Gordon T. Woods
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COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy and Objectives
Our primary objectives with respect to executive compensation are to attract and retain the most talented and dedicated executives
possible, and to align their interests with those of our shareholders. To that end, we strive to implement compensation plans that are competitive relative to similar publicly-traded banking institutions, and to maintain a substantial level of
at-risk compensation for our executives that is, in part, dependent upon the Companys financial performance. Compensation for our Named Executive Officers consists primarily of the following elements, which are discussed in greater detail
below: base salary; an annual formulary incentive bonus in the case of the CEO, and annual discretionary bonuses based on performance guidelines for the other Named Executive Officers; and long-term incentive awards, including stock option grants,
salary continuation agreements, and split-dollar insurance benefits. The Compensation Committee evaluates and adjusts the weighting of these components relative to overall compensation from time to time to support Company objectives. The committee
and the Board also believe it is important to address internal pay equity considerations, so that the compensation of the CEO is fair and reasonable in relation to that of the other Named Executive Officers, and the compensation of the other Named
Executive Officers is reasonable in relation to each other given their relative duties and responsibilities, level of experience, and certain other relevant factors. We do not have employment agreements with our Named Executive Officers, but we do
provide salary continuation agreements as described below.
Process for Making Compensation Decisions
Roles of the Compensation Committee and the Compensation Consultant.
The Compensation Committee has responsibility for reviewing
executive compensation, and for making recommendations to the Board with regard to appropriate target compensation levels and compensation component weightings for all of the Named Executive Officers in alignment with our compensation philosophy.
Compensation includes the primary components listed in the previous paragraph, as well as any perquisites, or special or supplemental benefits. In making its recommendations to the Board, the Compensation Committee evaluates compensation for
comparable positions at peer institutions, the relative financial performance of the Company, recommendations of the CEO (in the case of the other Named Executive Officers), internal pay equity, the past performance and future goals of the CEO, and
independent analysis performed by the Committee. The specific factors considered are detailed below under Targeted Compensation and Elements of Executive Compensation. The committee has the authority to engage consultants and
request other information as needed to fairly measure and evaluate the overall compensation of the Named Executive Officers. The committee did not retain a consultant in 2009; rather, it directed Company personnel to utilize publicly available data
to update a peer compensation study completed for the Company in a prior year by Towers/Perrin, a professional compensation consulting firm.
Role of the Chief Executive Officer.
The CEO annually reviews the performance of the Named Executive Officers other than himself,
and presents his conclusions and recommendations based on those reviews to the Compensation Committee. In 2009, the CEO considered the updated peer compensation study and the stated objectives of the Compensation Committee and the Board in
formulating his recommendations for base salary adjustments, target bonus amounts, and equity awards. The committee can exercise its discretion in modifying the CEOs recommendations before making its recommendations to the Board, but generally
accepts them as presented. The CEO is not a member of the Compensation Committee, but is invited to attend meetings of the committee as necessary to provide input and recommendations on compensation for the other Named Executive Officers. The CEO is
not involved with any aspect of determining his own pay.
Targeted Compensation
As discussed above, the Compensation Committee utilized an updated peer compensation study to assist in establishing targeted levels and
components of compensation for the Named Executive Officers. The peer group consists of 15 publicly traded bank holding companies which provide general banking services, located primarily in non-metropolitan areas in California or Oregon, with total
assets ranging between approximately 50% and 200% of
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those of the Company (the Peer
Group).
1
4
The Peer Group will be subject to modification for future studies to ensure that it continues to meet the desired
comparison criteria. The study provides an analysis of base salary, short-term incentives (including incentive bonuses), and long-term incentives (including the value of stock option awards and increases in pension values) (collectively, Total
Direct Compensation), for Peer Group officers equivalent to the Named Executive Officers for whom compensation information is publicly disclosed. Direct proxy matches were available for the CEO, the Chief Financial Officer, and the Chief
Credit Officer. The fourth highest paid individual in the Peer Group disclosures was used for comparative data for the Chief Banking Officer if that position was not specifically listed.
An important element in determining targeted Total Direct Compensation for the Named Executive Officers was the Companys
performance relative to peer institutions. In comparison to the other companies in the Peer Group, the Company had the second highest return on equity in 2008, which was the most recent data available at the time of the peer compensation study, and
the third highest return on equity in 2009. Furthermore, the Company has consistently placed high in U.S. Banker magazines periodic lists of the top-performing publicly-traded banks in the nation, based on return on equity: the Company ranked
10th in the Top 200 Community Banks list published in 2009; it was sixth on the list in 2008; and it was 10th in the 2007 Top 200 Mid-Tier Banks list.
Based on the Companys superior financial performance relative to peer institutions, information in the peer compensation study,
recommendations of the CEO (in the case of the other Named Executive Officers), individual performance, and independent analysis performed by the Compensation Committee, the committee retained the Peer Groups 75th percentile for Total Direct
Compensation as an appropriate general target level for Total Direct Compensation for the Named Executive Officers. However, after applying the overriding principle of internal equity and in consideration of the variability in short-term incentive
compensation payments by the Company and its peer financial institutions in the past few years, Total Direct Compensation established by the committee for an individual Named Executive Officer might exceed or fall short of the 75th percentile target
for any given year. With regard to the components of Total Direct Compensation, the goal of the Compensation Committee was to maintain a substantial level of at risk compensation while ensuring that neither base salary nor potential
short-term incentive compensation are substantially below the Peer Groups 50th percentile.
The aforementioned variables
being duly analyzed and considered, the Compensation Committee came to a unanimous conclusion concerning appropriate targets for base salaries, short-term incentives, and long-term incentives for the Named Executive Officers. The committee then
presented its recommendations to the Board, which unanimously approved those recommendations. This resulted in increases in the Named Executive Officers base salaries, short-term incentive potential, and stock option grants.
Elements of Executive Compensation
Base Salary.
Base salaries for our executives are dependent on the scope of their responsibilities, taking into account competitive
market compensation paid by similar companies for comparable positions. Generally, we believe that executive base salaries should be targeted so as not to be substantially below the 50th percentile of the Peer Group for executives in similar
positions with similar responsibilities. Base salaries are reviewed annually, and adjusted as necessary to realign them with market levels after taking into account individual responsibilities, performance and experience. This review takes place in
the fourth quarter, and prior to 2009 salary adjustments were generally effective every November 1st. In 2009, the Committee elected to delay base salary increases until January 1, 2010, and it is expected that annual salary adjustments,
if any, will continue to be effective on January 1st in future years.
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The Peer Group consists of the following bank holding companies: American River Bankshares, Rancho Cordova, California; Bank of Marin Bancorp, Novato,
California; Cascade Bancorp, Bend, Oregon; Columbia Bancorp, The Dalles, Oregon; Farmers & Merchants Bancorp, Lodi, California; First Northern Community Bancorp, Dixon, California; Harrington West Financial Group, Inc., Solvang, California;
Heritage Commerce Corp, San Jose, California; North Valley Bancorp, Redding, California; Pacific Continental Corporation, Eugene, Oregon; Pacific Mercantile Bancorp, Costa Mesa, California; Premier West Bancorp, Medford, Oregon; Provident Financial
Holdings, Inc., Riverside, California; San Joaquin Bancorp, Bakersfield, California; and Trico Bancshares, Chico, California.
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Discretionary Annual Bonuses for Named Executive Officers Other than the CEO.
The
Board of Directors has the authority to award discretionary annual bonuses to the Named Executive Officers based on the recommendations of the Compensation Committee. For Named Executive Officers other than the CEO, the Board has adopted a Graduated
Incentive Pay-out Plan that is dependent on individual performance, as determined by the CEO, the Compensation Committee and the Board; and the Companys net income relative to Board-approved targets. The earnings targets and individual
performance goals are carefully established to provide a challenge to the Named Executive Officers, while at the same time being realistically achievable without engaging in activities with excessive risk. The Board, based on the recommendations of
the Compensation Committee, establishes the potential levels for incentive bonuses at the start of each fiscal year. Bonuses for any given calendar year are typically not paid until March of the following year, subsequent to our receipt of the final
audit report for the year and review and approval of bonus recommendations by the Board of Directors. For 2009, the potential bonus level for Named Executive Officers other than the CEO was 50% of base salary. However, this plan also specifies that
these potential levels are guidelines only, and that all payments made pursuant to the plan are ultimately made at the discretion of the Board of Directors. The Compensation Committee makes recommendations to the Board concerning the appropriate
discretionary bonuses for the Named Executive Officers subject to this plan, and the Board approves the final bonus amounts. The earnings targets for 2009 required the Company to achieve net income of at least $9.15 million, which would have
resulted in discretionary annual bonus payments of 75% of total target amounts, with the payout ratio increasing incrementally up to a full bonus payout if the Company earned at least $12.20 million in net income. Based on the Companys
financial performance relative to those earnings targets, the Companys Named Executive Officers other than the CEO did not qualify for, nor were they approved for, discretionary annual bonuses for 2009. Likewise, in 2008, net income did not
reach the minimum threshold of $15.83 million required for discretionary short-term incentive payments.
CEO Incentive
Bonus.
The bonus for the CEO is determined by a separate agreement with the Board dating back to the inception of the Bank, which specifies an annual bonus of 5% of the Companys pre-tax profits up to a maximum of 100% of his base salary.
In view of the Companys 2009 performance compared to earnings targets, and the fact that the other Named Executive Officers did not receive any discretionary bonuses for 2009 due to such performance, the CEO declined to accept the incentive
bonus of $420,000 to which he was entitled for the 2009 calendar year.
Equity Incentives and Stock Ownership.
Our 2007
Stock Incentive Plan authorizes the Board of Directors or the Compensation Committee to grant directors and employees of the Company restricted stock awards and/or options to purchase shares of our common stock. We have not issued, nor do we
currently have plans to issue, restricted stock awards. Rather, we expect to continue to use stock options as our primary long-term equity incentive vehicle, as has been our past practice. The Board and the Compensation Committee feel that stock
options align the interests of executives with those of shareholders, provide a balance to the shorter-term nature of base salary and discretionary annual bonuses, and are the best form of equity compensation from the standpoint of encouraging
executive retention.
For the past few years we have made, and in the future we expect to continue to make, annual stock
option grants to most officers of the Company, although these grants are given at the discretion of the Board of Directors. In determining the number of stock options to be granted, the Board takes into account the officers position, scope of
responsibility, and ability to impact profits and shareholder value. These grants generally have five-year vesting periods, except for those for the CEO, whose options vest immediately upon grant. Because the Companys stock has historically
been relatively thinly traded, the strike price for the options has been determined using the average of the closing price of the Companys stock for a specified number of trading days immediately preceding the date of grant. The stock options
have been granted during open trading windows (i.e., at times when directors and executive officers are permitted to trade personally) pursuant to the Companys Insider Trading Policy, and no options may be granted to anyone if material
nonpublic information is available to the Board at the proposed time of grant. Additional details concerning the Plan and options granted during 2009 and held at December 31, 2009 by the Named Executive Officers are set forth below under
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year End. We do not have specific requirements for our executives to hold certain levels of stock
ownership.
15
Salary Continuation Agreements.
To encourage our Named Executive Officers to remain
with the Company, we have entered into salary continuation agreements with them that provide annual benefits of up to $100,000 per year for periods of up to fifteen years after retirement. The benefit amounts and terms are determined by the
individuals position and scope of responsibility, as well as the amount of the annual accrual required to accumulate the appropriate liability for payment obligations. This benefit becomes fully vested and payable upon a change in control if
followed by resignation or other termination of employment. The material terms of the salary continuation agreements for each of the Named Executive Officers are described below under EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Potential Payments Upon Termination or Change in Control Salary Continuation and Split Dollar Agreements. The Board and the Committee have concluded that providing these agreements is competitively necessary as virtually all comparable
institutions offer similar agreements to their senior officers with comparable positions.
Split-Dollar Life Insurance.
We also have split-dollar life insurance agreements with our Named Executive Officers. In connection with these agreements, the Company purchased life insurance policies on the lives of the executives. The Company owns the insurance policies, is
entitled to their cash surrender value, and is responsible for paying the cost of the insurance. In the event of the executives death, the split-dollar agreements provide that a portion of the policy proceeds shall be paid to the
executives designated beneficiaries. The split-dollar amount represents, for the most part, the present value of the salary continuation payments referenced in the previous paragraph. In some cases, but not all, the split-dollar allocation
continues after the executives retirement. The executive is responsible for taxes on the imputed value of split-dollar benefits provided under all agreements entered into in 2005 or later. For some earlier-dated agreements, the Company pays an
annual bonus sufficient in amount for the executive to reimburse the Company for the imputed value of the insurance and pay income taxes on the bonus. The Company also provides a small amount of additional life insurance coverage to the Named
Executive Officers under its group term life insurance program, which is provided to all employees.
Deferred Compensation
Plan.
Executive officers are eligible to participate in a non-qualified deferred compensation plan, the 401 Plus Plan, whereby they can elect to defer all or part of their salary and/or bonus for payment after retirement or
termination of employment. Deferred compensation amounts are not taxed until received by the participant. Deferred compensation balances are unsecured obligations of the Company, and are credited/charged by the Company for gains/losses pegged to
participant-directed investment allocations. Investment allocation options include equity funds, real estate funds, bond funds and a fixed income alternative. The Company offsets deferred compensation gains/losses with tax-advantaged losses/income
on separate account Company-owned life insurance that is invested in options similar to those selected by deferred compensation plan participants. Further details on the 401 Plus Plan are described below under EXECUTIVE OFFICER AND DIRECTOR
COMPENSATION Deferred Compensation.
Perquisites and Other Programs.
The Company provides its executive
officers with perquisites and personal benefits that it believes are reasonable and consistent with its overall compensation strategy to attract and retain qualified executives and to facilitate the performance of their duties. The Company maintains
a 401(k) employee savings and retirement plan, which is offered to all employees. After the end of each calendar year a discretionary contribution to the 401(k) plan is considered by the Board of Directors, which has typically resulted in a Company
contribution to plan participants in the range of 50% to 75% of the lesser of the participants actual contribution during the preceding calendar year or 6% of the participants gross cash compensation during the preceding calendar year.
Other benefits available to all employees include medical, dental, and vision insurance. Executive officers may also be provided club memberships, an automobile allowance, a mileage reimbursement, use of a Company-owned automobile, use of a cell
phone, and/or a cell-phone allowance, but no such perquisites are described in the Summary Compensation Table below as no Named Executive Officer received reportable benefits in 2007 through 2009 totaling $10,000 or more.
Conclusion.
The Compensation Committee intends to continue to link executive compensation to corporate performance and shareholder
return, while avoiding forms of compensation that might encourage behavior which could have an adverse impact on the Company. The various pay vehicles offered are balanced to compensate our executives for current performance and provide motivation
for them to contribute to our overall future success, and we believe that our executive compensation policies and programs serve the best interests of our Company and our shareholders.
16
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Executive Compensation Information
The following table sets forth certain summary compensation information with respect to our Chief Executive Officer, our Chief Financial
Officer, and our only other executive officers who served during 2009 whose total compensation for the fiscal year ended December 31, 2009, exceeded $100,000 (the Named Executive Officers):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal Position
|
|
Year
|
|
Salary
15
|
|
Bonus
16
|
|
Non-Equity
Incentive
Plan
Compensation
16
|
|
Option
Awards
17
|
|
Changes in
Pension
Value
and
Non-Qualified
Deferred
Compensation
Earnings
18
|
|
All Other
Compensation
19
|
|
Total
|
James C. Holly
President and
Chief Executive Officer
|
|
2009
2008
2007
|
|
$
|
420,000
377,500
321,917
|
|
$
|
31,250
|
|
$
|
312,500
|
|
$
|
10,511
5,850
9,634
|
|
|
|
|
$
|
58,744
55,377
54,866
|
|
$
|
489,255
438,727
730,167
|
Kenneth R. Taylor
Executive Vice President
and Chief Financial Officer
|
|
2009
2008
2007
|
|
|
220,000
182,500
162,500
|
|
|
96,000
|
|
|
|
|
|
8,409
4,680
10,847
|
|
$
|
25,761
23,172
20,798
|
|
|
8,855
8,735
11,836
|
|
|
263,025
219,087
301,981
|
James F. Gardunio
Executive Vice President
and Chief Credit Officer
|
|
2009
2008
2007
|
|
|
190,000
177,500
162,500
|
|
|
96,000
|
|
|
|
|
|
8,409
4,680
10,847
|
|
|
51,676
48,675
45,846
|
|
|
7,073
8,891
11,966
|
|
|
257,158
239,746
327,159
|
Kevin J. McPhaill
Executive Vice President
and Chief Banking Officer
|
|
2009
2008
2007
|
|
|
170,000
153,333
139,583
|
|
|
82,500
|
|
|
|
|
|
8,409
4,680
10,847
|
|
|
13,334
12,559
11,829
|
|
|
5,374
6,977
8,908
|
|
|
197,117
177,549
253,667
|
15
|
Includes portions
of these individuals salaries which were deferred pursuant to the Companys 401(k) Plan or 401 Plus Plan. The 401(k) Plan permits all employees contribute a portion of their annual compensation on a pre-tax basis. To ensure that the
401(k) Plan maintains its qualified status, highly compensated employees are limited to contributions of approximately 6% of their annual compensation on a pre-tax basis. Annual employer contributions may also be made to the 401(k) Plan at the
discretion of the Board of Directors, for distribution to plan participants as a specified percentage of the lesser of their individual contribution or 6% of their annual compensation. The recipients of employer matching contributions are not vested
in those amounts during their first year of employment but vest at the rate of 20% per year thereafter, so that by the end of their sixth year of employment they are fully vested in all employer contributions. Employer matching contributions
are included in the table above under All Other Compensation. Highly compensated employees are also allowed to defer up to 100% of their annual compensation pursuant to a non-qualified 401 Plus Plan, although no matching employer
contributions are made to that plan. The 401 Plus Plan is described below under Deferred Compensation.
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16
|
The amounts reflected in the Bonus column for the Named Executive Officers other than the CEO are based on the Companys Graduated Incentive
Pay-Out Plan, and in the case of the CEO represent discretionary bonuses if applicable. As discussed in the Compensation Discussion and Analysis, the Graduated Incentive Pay-Out Plan does not specify fixed incentive bonus amounts, but rather
establishes guidelines on the basis of which the Compensation Committee and the Board award discretionary bonuses. Portions of the amounts in the Bonus column may have been deferred pursuant to the Companys 401(k) Plan or 401 Plus Plan. See
Deferred Compensation. The non-equity incentive plan amount for the CEO is based on his separate agreement with the Board whereby he receives an annual bonus of 5% of the Companys pre-tax profits, up to a maximum of 100% of his
base salary. In view of the Companys 2009 and 2008 performance compared to earnings targets, and the fact that the other Named Executive Officers did not receive any discretionary bonuses for 2009 or 2008 due to such performance, the CEO
declined to accept the incentive bonuses of $420,000 for 2009 and $369,000 for 2008 to which he was entitled.
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17
|
For options granted in each year represents the aggregate grant date fair value as computed pursuant to FASB accounting standards on stock
compensation. The assumptions used in valuing these option awards are detailed in Note 2 to the consolidated financial statements contained in our Annual Report to Shareholders for 2009.
|
(Footnotes continued on following page.)
17
Grants of Plan-Based Awards
The following table furnishes information regarding plan-based awards granted to the Named Executive Officers during 2009. No restricted
stock awards were granted to the Named Executive Officers in 2009.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Estimated Possible
Payouts
Under Non-Equity Incentive Plan Awards
20
|
|
Number of
Shares
Underlying
Options
Granted
in
2009
|
|
Exercise
or
Base
Price
21
|
|
Grant
Date
Fair
Value
22
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
James C. Holly
|
|
11/19/2009
|
|
|
|
|
|
|
|
|
|
5,000
|
|
$
|
8.80
|
|
$
|
10,511
|
Kenneth R. Taylor
|
|
11/19/2009
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
8.80
|
|
|
8,409
|
James F. Gardunio
|
|
11/19/2009
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
8.80
|
|
|
8,409
|
Kevin J. McPhaill
|
|
11/19/2009
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
8.80
|
|
|
8,409
|
(Certain footnotes continued from previous page.)
18
|
Represents the salary continuation plan accruals, i.e., the total change for each year in the accrued liability balance established with respect to the
benefit obligation associated with the post-retirement salary continuation agreement of each Named Executive Officer. See Pension Benefits and Potential Payments Upon Termination or Change in Control for more information
about the salary continuation agreements. There were no above-market or preferential earnings on non-qualified deferred compensation accounts. The Company maintains an account for each deferred compensation plan participant that includes deferred
compensation and any earnings thereon. Each account is credited (or charged) in an amount equal to the average account balance multiplied by returns (positive or negative) on participant-designated indices. The indices are based on funds available
to the investing public, including a money market fund, a bond fund, a real estate fund, and numerous equity and hybrid funds. For more information see Deferred Compensation.
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19
|
Perquisites and other personal benefits provided to each of the Named Executive Officers in the years reported were less than $10,000 per individual
per year. The figures in the All Other Compensation column include: employer contributions to these individuals accounts pursuant to the 401(k) Plan; imputed term life insurance premiums for Messrs. Gardunio and McPhaill; and
cash bonuses for Messrs. Holly and Taylor to reimburse them for the imputed value and tax costs associated with their split dollar life insurance benefits. Such bonus amounts were $22,294, $20,177 and $18,141 for Mr. Holly for 2009, 2008
and 2007, respectively. For Mr. Holly only, also includes director fees of $29,100 $28,300 and $26,600 for 2009, 2008 and 2007, respectively. All other amounts described herein were less than $10,000 per individual per year.
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20
|
Mr. Holly was entitled to receive non-equity incentive plan awards of $420,000 for 2009 and $369,000 for 2008 based on his separate agreement with
the Board which provides an annual bonus of 5% of the Companys pre-tax profits, up to a maximum of 100% of his base salary. However, in view of the Companys performance in 2009 and 2008 compared to earnings targets, and the fact that the
other Named Executive Officers did not receive any discretionary bonuses for those years due to such performance, Mr. Holly declined to accept his incentive bonuses. See COMPENSATION DISCUSSION AND ANALYSIS CEO Incentive
Bonuses. Had Mr. Holly accepted them, the awards would have been earned in the year made, so the target and maximum amounts would have both corresponded to the actual amount paid, and would have been included as Non-Equity Plan
Compensation in the Summary Compensation Table above.
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2
1
|
The exercise price for all options is the fair market value on the date of grant, as determined by the Board of Directors in accordance with the terms
of the stock incentive plan. As there is a relatively limited trading market for the Companys stock, and the price is therefore subject to fluctuation, the Board of Directors does not believe that the closing price of the stock on the date of
grant is generally an accurate measure of the fair market value of the Companys stock on that date. Accordingly, to determine the fair market value on the date of grant, the Board uses the weighted average closing price for all trading days in
the 30 calendar days immediately preceding the grant date to determine the market price of the stock for purposes of stock option grants. For the options granted in 2009, the exercise price was higher than the closing market price on the grant date.
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22
|
Represents the aggregate grant date fair value as computed pursuant to FASB accounting standards on stock compensation. The assumptions used in valuing
these option awards are detailed in Note 2 to the consolidated financial statements contained in our Annual Report to Shareholders for 2009.
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18
Outstanding Equity Awards at Fiscal
Year-End
23
The following table sets forth outstanding stock options, which were the only form of equity awards held by the Named Executive Officers
as of December 31, 2009:
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|
|
|
|
|
|
|
|
|
Name
|
|
Number of Shares
Underlying Unexercised
Options Exercisable
|
|
Number of Shares
Underlying Unexercised
Options
Unexercisable
23
|
|
Option
Exercise
Price
21
|
|
Option Expiration
Date
|
|
|
|
|
|
James C. Holly
|
|
2,500
2,500
2,500
5,000
|
|
|
|
$
|
31.70
26.58
19.19
8.80
|
|
11/16/16
11/15/17
11/20/18
11/19/19
|
|
|
|
|
|
Kenneth R. Taylor
|
|
16,500
1,200
800
400
|
|
800
1,200
1,600
4,000
|
|
$
|
6.43
31.70
26.58
19.19
8.80
|
|
10/11/11
11/16/16
11/15/17
11/20/18
11/19/19
|
|
|
|
|
|
James F. Gardunio
|
|
20,000
800
400
|
|
5,000
1,200
1,600
4,000
|
|
$
|
22.74
26.58
19.19
8.80
|
|
04/21/15
11/15/17
11/20/18
11/19/19
|
|
|
|
|
|
Kevin J. McPhaill
|
|
9,000
1,200
800
400
|
|
6,000
800
1,200
1,600
4,000
|
|
$
|
28.14
31.70
26.58
19.19
8.80
|
|
08/17/16
11/16/16
11/15/17
11/20/18
11/19/19
|
Option Exercises and Stock Vested
No stock options were exercised by the Named Executive Officers during 2009. No information is provided concerning stock awards, as the
Named Executive Officers did not have any stock awards as of December 31, 2009.
Pension Benefits
The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers under his Salary
Continuation Agreement. Detailed information concerning the material provisions of such agreements appears below under Potential Payments Upon Termination or Change in Control Salary Continuation and Split Dollar Agreements.
(Certain footnotes appear on previous page)
23
|
All outstanding options vest at the rate of 20% per year commencing one year from the date of grant, except for options granted to the CEO, which
vest immediately upon grant. Options are for terms of ten years. Unvested options accelerate in the event of a change in control of the Company, and options terminate in the event of termination of employment, with the time period for exercise of
the vested portion depending on the reason the service ceases. In the case of termination for cause, the options expire immediately.
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19
Pension Benefits
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Number of
Years
Credited
Service
24
|
|
Present Value
of
Accumulated
Benefit
25
|
|
Payments
During Last
Fiscal Year
|
James C. Holly
|
|
Salary Continuation Agreement
|
|
n/a
|
|
$
|
992,467
|
|
|
Kenneth R. Taylor
|
|
Salary Continuation Agreement
|
|
n/a
|
|
|
119,871
|
|
|
James F. Gardunio
|
|
Salary Continuation Agreement
|
|
n/a
|
|
|
206,624
|
|
|
Kevin J. McPhaill
|
|
Salary Continuation Agreement
|
|
n/a
|
|
|
37,722
|
|
|
Deferred Compensation
The Company has a 401 Plus Non-Qualified Deferred Compensation Plan (the 401 Plus Plan), pursuant to which the
Named Executive Officers among others may elect to defer a portion of their annual compensation. The Company does not make contributions to the plan. The 401 Plus Plan is unfunded for tax purposes and for purposes of ERISA. The Company maintains an
account for each 401 Plus Plan participant that includes deferred compensation and any earnings thereon. All amounts in these accounts represent unsecured liabilities of the Company. Each account is credited (or charged) every calendar quarter in an
amount equal to the average account balance multiplied by returns (positive or negative) on participant-designated indices. The indices are based on funds available to the investing public, including a money market fund, a bond fund, a real estate
fund, and numerous equity and hybrid funds. There were no above-market or preferential earnings on the 401 Plus Plan accounts, and no employer matching credits or performance incentive credits have been added to any account. The Company hedges
participant earnings with income from Company-owned life insurance that is invested in the same funds that participant-directed indices are based upon, and with deferred tax assets associated with participant accounts. Deferral amounts are selected
by the participant in accordance with applicable legal requirements. Payouts may be either lump sum or paid out over time upon retirement or other termination of employment, at the election of the participant subject to various legal requirements
and restrictions.
24
|
Benefits due under the salary continuation agreements are set forth in each agreement and are not determined by a formula based on years of service.
|
25
|
Represents the cumulative amount accrued with respect to the salary continuation agreements for each of the Named Executive Officers as of
December 31, 2009. Monthly charges are made to accrue for these post-retirement benefit obligations in a systematic and orderly way using an appropriate discount rate, such that the accrued liability balance at the participants retirement
date will be equal to the then present value of the benefits promised under the salary continuation agreement. During 2009, we used a 6.0% discount rate.
|
20
The following table sets forth information concerning activity under the 401 Plus Plan for
the Named Executive Officers as of and for the fiscal year ended December 31, 2009:
Nonqualified Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions
in
Last Fiscal
Year
26
|
|
Company
Contributions in
Last Fiscal
Year
|
|
Aggregate
Earnings
in
Last Fiscal
Year
27
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate
Balance at
Last
Fiscal
Year-End
28
|
James C. Holly
|
|
|
|
|
|
|
$
|
113,224
|
|
|
|
$
|
495,442
|
Kenneth R. Taylor
|
|
|
|
|
|
|
|
7,886
|
|
|
|
|
188,168
|
James F. Gardunio
|
|
$
|
43,384
|
|
|
|
|
54,098
|
|
|
|
|
272,243
|
Kevin J. McPhaill
|
|
|
|
|
|
|
|
1,027
|
|
|
|
|
4,559
|
Potential Payments Upon
Termination or Change in Control
The following discussion summarizes the compensation and benefits payable to the Named
Executive Officers in the event of a termination of employment under various circumstances, assuming that a termination of employment had occurred on December 31, 2009. The benefits which would be triggered in the event of a change in control
include: (i) acceleration of unvested stock options; and (ii) accelerated vesting and payment of benefits under salary continuation agreements. For the salary continuation benefits to be triggered, the individuals must also either resign
or be terminated following the change in control.
The Named Executive Officers would have been entitled to exercise or
receive the value of their unvested stock options if a change in control had occurred on December 31, 2009. However, since all unvested stock options held by the Named Executive Officers had strike prices in excess of the market price of the
Companys stock at December 31, 2009, there was no value to those options on that date. Under their salary continuation agreements, each of the Named Officers would have received the following annual benefits beginning in 2010, assuming a
change in control and related termination or resignation as of December 31, 2009: Messrs. Holly, Taylor and McPhaill: $100,000 per year for fifteen years; and Mr. Gardunio: $75,000 per year for ten years. In the case of
Mr. Holly, as he had already reached his retirement age prior to December 31, 2009, there would have been no additional benefit resulting from the change in control.
If any of the Named Executive Officers had been terminated on December 31, 2009 without cause, or had left the Company due to death
or disability, they would have been vested in a portion of their retirement benefits under their salary continuation agreements. Mr. Holly reached his normal retirement age under his agreement in August 2006, so would have received the full
$100,000 per year for fifteen years in the event of termination for any reason (other than cause) at December 31, 2009. If Mr. Taylor, Mr. Gardunio, or Mr. McPhaill had left the Company at December 31, 2009 due to disability
or termination without cause, they would have received their accrued liability balances of $119,871, $206,624, and $37,722, respectively. None of these three individuals would have received any benefits in the event of voluntary termination. The
lump sum amounts that would have been paid upon the death of any of the Named Executive Officers at December 31, 2009, are as follows: Mr. Holly: $978,000; Mr. Taylor: $992,000; Mr. Gardunio: $581,000; and Mr. McPhaill:
$992,000. The material terms of the salary continuation agreements with the Named Executive Officers, including the payments due under the various circumstances described in this paragraph, are described in more detail below.
26
|
These amounts were included for 2009 in the Salary and/or Bonus columns of the Summary Compensation Table in Summary Executive Compensation
Information above.
|
27
|
These amounts were not included in the Summary Compensation Table as none of the earnings on the accounts were above-market or preferential.
|
28
|
The balances in these accounts represent a combination of cumulative participant contributions and earnings or losses thereon. The following balances
represent cumulative participant contributions only, through December 31, 2009 (including any Executive Contributions in Last Fiscal Year in the table above, as well as any amounts for prior years that are included in the Summary Compensation
Table for the year earned and deferred): Mr. Holly: $315,051; Mr. Taylor: $150,821; Mr. Gardunio: $283,409; and Mr. McPhaill: $4,800.
|
21
Salary Continuation and Split Dollar Agreements.
The Company entered into a salary
continuation agreement with Mr. Holly in October 2002 which provides an annual benefit of $100,000 per year for fifteen years upon retirement or at age 66 (whichever is later), subject to certain conditions. Mr. Holly reached his normal
retirement age under his agreement in August 2006, so will receive the full $100,000 per year for fifteen years in the event of termination of employment, except that no benefits would be paid in the event of termination for cause. The Company also
entered into a split dollar agreement with Mr. Holly in October 2002 (amended in July 2003) which provides for a lump sum death benefit in the amount of approximately $978,000 in the event of death prior to retirement while still employed by
the Bank. In the event of death after retirement, Mr. Hollys beneficiary shall receive the full lump sum death benefit under the split dollar agreement in addition to all retirement benefits previously paid under the salary continuation
agreement at the time of death, which retirement benefits shall cease at that time.
The Company also entered into a salary
continuation agreement with Mr. Taylor in October 2002 (amended in January 2007), which provides an annual benefit of $100,000 per year for fifteen years upon retirement or at age 65 (whichever is later), subject to certain conditions. In the
event of a change in ownership of more than 50% of the Companys stock (subject to certain exceptions), Mr. Taylor will be fully vested in his retirement benefits if he resigns or is terminated for any reason, and will begin to receive
such benefits within the month following termination of his employment (subject to the requirements of Section 409A of the Internal Revenue Code), rather than at age 65. No benefits are payable in the event of voluntary termination or
termination for cause. In the event of disability or termination without cause, Mr. Taylor would be entitled to a lump sum payment equal to the amount accrued on the Companys books for such liability as of the end of the month preceding
termination or disability. The accrual balance at December 31, 2009 is shown in the Pension Benefits table above. This amount can change depending on the current discount rate, but by current estimates will be approximately $148,000 at the end
of December 2010, $656,000 at the end of December 2020, and $992,000 when the benefit is fully vested and accrued in August 2024. The Company also entered into a split dollar agreement with Mr. Taylor in October 2002 which provides for certain
payments in the event of death in addition to those provided in his salary continuation agreement. The two agreements together provide for a combined lump sum death benefit in the amount of approximately $992,000 in event of death prior to
retirement while still employed by the Bank. In the event of death after retirement or other termination of employment, Mr. Taylors beneficiary will receive a lump sum death benefit of approximately $658,000 under his split dollar
agreement. In addition, his beneficiary will receive, or continue to receive, the same benefits under his salary continuation agreement to which he was entitled at the time of his death.
The Company also entered into a salary continuation agreement and a split dollar agreement with Mr. Gardunio in August 2005
containing the same material terms as Mr. Taylors agreements, except that the amount of his annual benefit is $75,000; it will be paid for a period of ten rather than fifteen years; the amount of the lump sum death benefit, which is
provided under the split dollar agreement only, will be approximately $581,000; and the retirement benefits under his salary continuation agreement will cease in the event of death after retirement. In the event of disability or termination without
cause, Mr. Gardunios lump sum accrual balance due would be approximately $261,000 at the end of 2010, subject to change depending on the discount rate. This benefit will be fully accrued in August 2015 at which time it is estimated to be
$566,000, which is the net present value of $75,000 per year for ten years discounted at an annual rate of 6%. The accrual balance at December 31, 2009 is shown in the Pension Benefits table above.
The Company also entered into a salary continuation agreement, but no split dollar agreement, with Mr. McPhaill in January 2007
containing the same material terms as Mr. Taylors salary continuation agreement, except that Mr. McPhaills salary continuation agreement provides a lump sum death benefit of approximately $992,000 in the event of death prior to
retirement while still employed by the Bank; and in the event of death after retirement or other termination of employment, there will be no lump sum death benefit, but his beneficiary will receive, or continue to receive, the same benefits under
his salary continuation agreement to which he was entitled at the time of his death. In the event of disability or termination without cause, Mr. McPhaills lump sum accrual balance would be approximately $52,000 at the end of 2010,
$252,000 at the end of 2020, and $615,000 at the end of 2030, subject to change depending on the discount rate. This benefit will be fully accrued in May 2037, at which time it is estimated to be $992,000, which is the net present value of $100,000
per year for fifteen years discounted at an annual rate of 6%. The accrual balance at December 31, 2009 is shown in the Pension Benefits table above.
22
The Company accrues monthly for the post-retirement benefit obligations under the salary
continuation agreements in a systematic and orderly way using an appropriate discount rate. The Company also purchased single premium life insurance policies when the salary continuation agreements were originally established, in part to provide tax
advantaged income to offset the annual cost of the accruals. These policies name the Company as beneficiary and the proceeds or cash surrender value of the policies will ultimately reimburse the Company for the original investments in the policies,
as well as for payments made under the salary continuation agreements. The Company purchases additional life insurance from time to time such that the aggregate amount is appropriate in relation to the accruals and ultimate obligations under the
salary continuation agreements. The amounts expensed for the Named Executive Officers for the salary continuation agreements in 2009 were more than offset by such tax advantaged income.
Compensation of Directors
Non-employee directors received $900 per meeting for their attendance at Board meetings in 2009 and $500 per meeting for committee
meetings attended, except the Chairman of the Board who received $1,500 per Board meeting, and the Chairman of the Audit Committee who received $1,000 per Audit Committee meeting chaired. The President received $900 per meeting for attendance at
Board of Directors meetings, but did not receive any fees for attending committee meetings. In addition, all directors received an annual retainer of $16,500. The annual retainer and per meeting fees remain unchanged for 2010.
On October 1, 2002, the Company instituted a Director Retirement Plan for all non-employee directors at the time. Under the plan,
each non-employee director entered into a director retirement agreement with the Company providing a retirement benefit of $25,000 per year for ten years, commencing at retirement. All plan participants are eligible for retirement after five years
from the date their agreements or at age 70, whichever comes later. In the case of death either before or after a director becomes eligible to retire, the benefit paid to designated beneficiaries will be a lump sum equal to the present value of any
remaining unpaid annual benefits, discounted at 8%. Assuming that no annual retirement payments have been made, the death benefit will be approximately $173,000. Death benefits are in the form of split-dollar life insurance proceeds for current
directors with retirement agreements.
In case of disability, the Company will continue to accrue until the later of the
five-year vesting period or age 70, at which time the director will receive the full accrued amount (equal to the present value of $25,000 per year for ten years, discounted at 8%). Immediate vesting will occur in the event of a change in
control, and annual retirement payments will commence immediately.
Effective January 1, 2007, the Company entered
into supplemental retirement agreements with each of the non-employee directors at the time, providing for additional payments of $25,000 per year for ten years at retirement on or after the later of age 70 or five years from the date of the
agreement. In the event of disability or a change in control prior to that time, the annual payment would be a reduced amount, based on the Companys accrued liability under the agreement at the end of the plan year immediately prior to
termination of service. Each agreement also includes a pre-retirement death benefit, which is a lump sum amount equal to the Companys accrued liability as of the end of the month immediately prior to death.
The Company accrues monthly for the post-retirement benefit obligations under the retirement agreements in a systematic and orderly way
using an appropriate discount rate. The Company also purchased single premium life insurance policies covering most of the non-employee directors when the Director Retirement Plan was implemented, in part to provide tax advantaged income to offset
the annual cost of the accruals. These policies name the Company as beneficiary and the proceeds or cash surrender value of the policies will ultimately reimburse the Company for the original investments in the policies, as well as for payments made
under the retirement agreements. The Company purchases additional life insurance from time to time such that the aggregate amount is appropriate in relation to the accruals and ultimate obligations under the retirement agreements. The aggregate
amount accrued for retirement benefits on behalf of current non-employee directors during 2009 was $271,000. However, this amount was more than offset by tax advantaged income the Company earned on the insurance policies during the year.
23
The table below summarizes the compensation paid to non-employee directors for the year
ended December 31, 2009. Compensation paid to Mr. Holly, the only director who is also a Named Executive Officer, is set forth above in the various sections above concerning compensation paid to Named Executive Officers.
Director Summary Compensation Table
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Name
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Fees Earned or
Paid in Cash
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Option
Awards
29
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Changes in Pension Value
and
Non-Qualified
Deferred Compensation
on
Earnings
30
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All
Other
Compensation
31
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Total
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Albert L. Berra
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$
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45,100
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$
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10,511
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$
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71,855
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$
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3,939
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$
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131,405
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Robert L. Fields
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38,600
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10,511
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42,419
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19,619
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111,149
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Vincent L. Jurkovich
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47,200
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10,511
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44,280
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19,619
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121,610
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Lynda B. Scearcy
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41,700
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10,511
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52,211
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Morris A. Tharp
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55,500
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10,511
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68,785
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4,345
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139,141
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Robert H.
Tienken
32
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28,000
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10,063
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38,063
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Gordon T. Woods
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51,600
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10,511
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43,332
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6,355
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111,798
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RELATED PARTY
TRANSACTIONS
Some of our executive officers and directors and the companies with which they are associated have been
customers of, and have had banking transactions with, Bank of the Sierra (the Bank) in the ordinary course of the Banks business since January 1, 2009, and the Bank expects to continue to have such banking transactions in the
future. All loans and commitments to lend included in such transactions were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans
with other persons not related to the Bank, and in the opinion of the Board of Directors, did not involve more than the normal risk of repayment or present any other unfavorable features.
29
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Represents the aggregate grant date fair value of options granted in 2009, computed pursuant to FASB accounting standards on stock compensation. The
assumptions used in valuing these option awards are detailed in Note 2 to the consolidated financial statements contained in our Annual Report to Shareholders for 2009. As of December 31, 2009, each non-employee director held fully vested stock
options covering the following numbers of shares: Dr. Berra: 37,500 shares; Mr. Fields: 12,500 shares; Mr. Jurkovich: 52,000 shares; Ms. Scearcy: 7,500 shares; Mr. Tharp: 42,500 shares; and Mr. Woods: 20,000 shares.
During 2009, director Woods exercised stock options covering 2,500 shares of common stock, recognizing value of $21,625 upon exercise, which represents excess of the aggregate fair market value over the aggregate exercise price of the shares at the
time of exercise. Information concerning stock options granted to and held by Mr. Holly, who is also a Named Executive Officer, is set forth above under Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal
Year-End.
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30
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Represents the retirement plan accruals, i.e., the total change from December 31, 2008 to December 31, 2009 in the accrued liability balance
established with respect to the benefit obligation associated with the Director Retirement Plan agreement for each non-employee director. There were no above market or preferential earnings on non-qualified deferred compensation accounts.
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31
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Perquisites and other personal benefits provided to each of the non-employee directors in 2009 were less than $10,000. The amounts in this column
represent cash bonuses to reimburse the applicable individual for the imputed value and tax costs associated with their split dollar life insurance benefits.
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32
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Mr. Tienken retired as a director on April 29, 2009 and passed away on May 25, 2009.
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24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management knows of no person who owned beneficially more than 5% of the Companys outstanding common stock as of March 29,
2010, except for the persons listed in the table below. Information concerning the stock ownership of the Companys executive officers, directors and nominees for director is set forth above under ELECTION OF DIRECTORS above. The
following table furnishes information regarding the known holders of more than 5% of the Companys outstanding common stock:
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Title of Class
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Name and Address
of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent
of Class
33
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Common Stock
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Wellington Management Company, LLP
75 State Street
Boston Massachusetts 02109
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1,049,386
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34
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9.0
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%
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Common Stock
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The Banc Funds Co., LLC
20 North Wacker Drive, Suite 3300
Chicago, Illinois 60606
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791,630
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35
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6.8
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%
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Common Stock
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Patricia L. Childress
356 North Porter Road PMB 148
Porterville, California 93257
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771,732
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36
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6.6
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%
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Common Stock
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Carol A. Bates
30731 Highway 190
Porterville, California 93257
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655,240
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36
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5.6
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%
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33
|
The denominator used to calculate these percentages is the number of shares issued and outstanding as of March 29, 2010. However, the numerator is
based on publicly available information from SEC filings so is based on the number of shares reported in those filings. For Wellington Management and The Bank Funds Co, LLC this date is December 31, 2009; for Ms. Childress and
Ms. Bates the date is November 25, 2008.
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34
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Represents shares reported on a Schedule 13G as of December 31, 2009 filed by Wellington Management Company, LLP (Wellington
Management). Wellington Management, in its capacity as an investment adviser, may be deemed to have beneficial ownership of 1,049,386 shares of common stock that are owned by its investment advisory clients, none of which is known to have such
interest with respect to more than 5% of the class of shares. Wellington Management has shared voting and shared dispositive power over all 1,049,386 shares. Wellington Management is a registered investment adviser under the Investment Advisers Act
of 1940, as amended.
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35
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Represents shares reported on a Schedule 13G as of December 31, 2009 filed jointly by Banc Fund VI L.P.(BF VI), an Illinois Limited
Partnership, Banc Fund VII L.P. (BF VII), an Illinois Limited Partnership, and Banc Fund VIII L.P. (BF VIII), an Illinois Limited Partnership, (collectively, the Reporting Persons). According to the Schedule 13G,
203,550 shares are held by BF VI, 298,280 shares are held by BF VII, and 289,800 shares are held by BF VIII. The general partner of BF VI is MidBanc VI L.P. (MidBanc VI), whose principal business is to be a general partner of BF VI. The
general partner of BF VII is MidBanc VII L.P. (MidBanc VII), whose principal business is to be a general partner of BF VII. The general partner of BF VIII is MidBanc VIII L.P. (MidBanc VIII), whose principal business is to be
a general partner of BF VIII. MidBanc VI, MidBanc VII, and MidBanc VIII are Illinois limited partnerships. The general partner of MidBanc VI, MidBanc VII, and MidBanc VIII is The Banc Funds Company, L.L.C., (TBFC), whose principal
business is to be a general partner of MidBanc VI, MidBanc VII, and MidBanc VIII. TBFC is an Illinois corporation whose principal shareholder is Charles J. Moore. Mr. Moore has been the manager of BF VI, BF VII, and BF VIII, since their
respective inceptions. As manager, Mr. Moore has voting and dispositive power over the securities of the issuer held by each of those entities. As the controlling member of TBFC, Mr. Moore will control TBFC, and therefore each of the
Partnership entities directly and indirectly controlled by TBFC.
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36
|
Represents shares reported on a Schedule 13D/A filed with the SEC on January 28, 2009 concerning an event dated November 25, 2008. According
to the Schedule 13D/A, Ms. Childress has sole voting power with respect to 739,059 shares; shared voting power with respect to 32,673 shares; sole dispositive power with respect to 755,165 shares; and shared dispositive power with respect to
6,000 shares. Also, according to the Schedule 13D/A, Ms. Bates has sole voting power with respect to 622,567 shares; shared voting power with respect to 32,673 shares; sole dispositive power with respect to 633,134 shares; and shared
dispositive power with respect to 6,000 shares.
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25
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company during and with respect to its 2009
fiscal year, no director, executive officer or beneficial owner of 10% or more of our common stock failed to file, on a timely basis, reports required during or with respect to 2009 by Section 16(a) of the Securities Exchange Act of 1934, as
amended. We are unable to express an opinion as to whether any reports required by Section 16(a) were due with respect to 2009 by Patricia Childress and/or Carol Bates.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
The Audit
Committee has appointed Vavrinek, Trine, Day & Co., LLP (Vavrinek) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2010. Vavrinek audited the Companys
financial statements for the year ended December 31, 2009. Although not required to do so, the Board of Directors has chosen to submit this proposal to the vote of the shareholders in order to ratify the Audit Committees appointment of
Vavrinek. It is the intention of the persons named in the Proxy to vote such Proxy
FOR
the ratification of this appointment. If the Companys shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain
Vavrinek, but may still retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company
and its shareholders.
Representatives of Vavrinek are expected to be present at the Meeting. They will have the opportunity
to make a statement if they desire to do so and will be available to respond to appropriate questions.
Fees
The aggregate fees billed by Vavrinek for the fiscal years ended December 31, 2009 and 2008, were as follows:
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2009
|
|
2008
|
Audit
fees
37
|
|
$
|
253,000
|
|
$
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260,517
|
Audit related
fees
38
|
|
|
12,620
|
|
|
10,500
|
Tax
fees
39
|
|
|
38,900
|
|
|
35,200
|
All other fees
|
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|
|
|
|
|
|
|
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Total
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$
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304,520
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$
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306,217
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None of the fees
paid to our independent public accountants during 2009 and 2008 were paid under the de minimis safe harbor exception from Audit Committee pre-approval requirements. The Audit Committee has concluded that the provision of the non-audit services
listed above is compatible with maintaining Vavrineks independence.
37
|
Includes $94,000 and $101,517 for 2009 and 2008, respectively, for the audit of the Companys internal control over financial reporting pursuant
to Section 404 of the Sarbanes-Oxley Act.
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38
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Consists of audits of the Companys employee benefit plans for both years, as well as S-3 Registration Statement review costs of $1,620 in 2009.
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39
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Tax services included preparation of tax returns and tax payment planning services, as well as fees related to other tax advice, tax consulting and
planning other than for tax compliance preparation.
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26
Board of Directors Recommendation and Required Vote
The proposal will be ratified if the votes cast favoring the appointment exceed the votes cast opposing it.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances, shareholders are entitled to present proposals at shareholder meetings. Any such proposal concerning our
2011 Annual Meeting of Shareholders must be submitted by a shareholder prior to December 30, 2010 in order to qualify for inclusion in the proxy statement relating to such meeting. The submission by a shareholder of a proposal does not
guarantee that it will be included in the proxy statement. Shareholder proposals are subject to certain regulations and requirements under federal securities laws.
The persons named as proxies for the 2011 Annual Meeting of Shareholders will have discretionary authority to vote on any shareholder
proposal which is not included in our proxy materials for the meeting, unless we receive notice of the proposal by March 12, 2011. If we receive proper notice by that date, the proxy holders will not have discretionary voting authority except
as provided in federal regulations governing shareholder proposals.
OTHER MATTERS
Management does not know of any matters to be presented to the Meeting other than those set forth above. However, if other matters
properly come before the Meeting, it is the intention of the proxy holders to vote said Proxy in accordance with the recommendations of your Board of Directors, and authority to do so is included in the Proxy.
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DATED:
April 28, 2010
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SIERRA BANCORP
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James C. Holly
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President and Chief Executive Officer
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A COPY OF
THE COMPANYS 2009 ANNUAL REPORT ON FORM 10-K INCLUDING FINANCIAL STATEMENTS (BUT WITHOUT EXHIBITS) FILED WITH THE SEC IS INCLUDED AS PART OF THE COMPANYS ANNUAL REPORT TO SHAREHOLDERS WHICH IS BEING SENT TO SHAREHOLDERS TOGETHER WITH
THIS PROXY STATEMENT. IF A SHAREHOLDER DESIRES COPIES OF THE EXHIBITS TO THE REPORT, THEY WILL BE PROVIDED UPON PAYMENT BY THE SHAREHOLDER OF THE COST OF FURNISHING THE EXHIBITS TOGETHER WITH A WRITTEN REQUEST TO KENNETH R. TAYLOR, EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, AT 86 NORTH MAIN STREET, PORTERVILLE, CALIFORNIA 93257.
27
REVOCABLE PROXY SIERRA BANCORP
ANNUAL MEETING OF SHAREHOLDERS May 26, 2010
The undersigned shareholder(s) of Sierra Bancorp (the Company) hereby nominates, constitutes and appoints Morris A. Tharp, James C.
Holly and L. Diane Rotondo, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Shareholders
(the Meeting) of the Company to be held at the Main Office of Bank of the Sierra, 90 North Main Street, Porterville, California 93257 on Wednesday, May 26, 2010 at 7:30 p.m., and at any adjournment or adjournments thereof, as fully
and with the same force and effect as the undersigned might or could do if personally present thereat, as stated on the reverse side.
THIS
PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN. IF NO INSTRUCTIONS ARE GIVEN, THE PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED "FOR" ALL NOMINEES LISTED AND FOR PROPOSAL 2.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
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A
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Proposals - THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND A VOTE FOR PROPOSAL 2.
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1.
|
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Election of Directors
. To elect the following four individuals to serve as Class I directors until the 2012 annual meeting of shareholders and until their successors are
elected and qualified: Robert L. Fields, James C. Holly, Lynda B. Scearcy and Morris A. Tharp.
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¨
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Mark here to vote
FOR
all nominees
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¨
|
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Mark here to
WITHHOLD
vote from all
nominees
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¨
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For all
EXCEPT
To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below.
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2.
|
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Ratification of Appointment of Independent Accountants.
To ratify the appointment of Vavrinek, Trine, Day & Co., LLP as the Companys independent registered
public accounting firm for 2010, as described in the Companys Proxy Statement dated April 28, 2010.
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¨
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FOR
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¨
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AGAINST
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¨
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ABSTAIN
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3.
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To transact such other business as may properly come before the Meeting and at any adjournment or adjournments thereof. Management at present knows of no other business to be
presented by or on behalf of Sierra Bancorp or its Board of Directors at the Meeting.
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B
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Non-Voting Items
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Change of Address
Please print new address below.
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Meeting Attendance
Mark box
to the right if you plan to attend the Annual Meeting
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¨
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C
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Authorized Signatures This section must be completed for your vote to be counted.
Date and Sign Below
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Please date this Proxy and sign your name as it appears on your stock certificates. Executors, administrators, trustees, etc., should give their full titles. All joint owners
should sign.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within this box.
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Signature 2 Please keep signature within this box.
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