Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2019, Sierra Bancorp and its wholly-owned subsidiary, Bank of the Sierra (collectively, the “Company”), announced that Kenneth R. Taylor, Executive Vice President and Chief Financial Officer, will retire effective January 31, 2020. He will be succeeded as Executive Vice President and Chief Financial Officer of the Company by Christopher G. Treece, an experienced and talented bank financial executive who will join the Company effective January 1, 2020 to assist with the transition. Furthermore, Cindy Dabney, the Company’s Senior Vice President and Controller since 2006 and Vice President and Controller from 1998 to 2006, will be promoted to the position of Senior Vice President and Chief Accounting Officer effective January 1, 2020. In this position, Ms. Dabney will also be designated as the Company’s Principal Accounting Officer. She is currently 60 years old.
Mr. Treece, currently 50 years old, is a CPA and holds a Master of Accountancy degree from Truman State University in Missouri. He began his career working for a large public accounting firm with a focus on financial institutions, and most recently has been the Chief Financial Officer at Gateway First Bank/Gateway Mortgage Group, LLC since January 2019. Prior to Gateway he served almost 12 years at Guaranty Bancorp and its subsidiary Guaranty Bank & Trust Company, a $4 billion financial institution headquartered in Denver, Colorado. At Guaranty he was the Senior Vice President and Controller from April 2007 until July 2011, and the Executive Vice President and Chief Financial Officer from July 2011 until Guaranty’s acquisition by Independent Bank Group in January 2019.
On November 14, 2019 the Company’s Compensation Committee approved an employment agreement by and between Sierra Bancorp, Bank of the Sierra and Mr. Treece which commences on January 1, 2020 and continues through December 31, 2022. The employment agreement was executed on November 15, 2019. Subsequent to the initial term it will automatically renew for a one-year term, and will continue to renew every year thereafter unless either Mr. Treece or the Company provides notification of non-renewal to the other party at least six months in advance of the renewal date. The agreement specifies a minimum base annual salary of $380,000 and an annual discretionary bonus of up to 50% of his annual base salary, as well as severance benefits in certain circumstances equal to as much as his annualized base salary plus maximum potential bonus, conditioned on his full and complete release of claims against the Company or its affiliates arising from or in any way related to his employment or termination of his employment. Moreover, the agreement provides for the grant of options on 20,000 shares of the Company’s stock, which will vest at the rate of 20% on each grant date anniversary until fully vested. The agreement also notes the basic terms and conditions of other benefits, delineates permitted outside activities, and provides indemnification for Mr. Treece for certain circumstances. In addition, the agreement includes noncompetition, non-solicitation and nondisclosure conditions. See exhibit 99.1 for more detailed information on Mr. Treece’s employment agreement.