DEF 14A of Trico Bancshares /, Apr 19, 2024

DEF 14A of Trico Bancshares /

Filed Apr 19, 2024 · FY20230000356171-24-000014

Open on EDGAR

  1. 1.Election of Directors

    1.Election of Directors Eleven directors will be elected this year for terms expiring at our annual meeting in 2025. Each nominee is currently serving as a director of TriCo. The nominees for election are:

  2. 1.Election of Directors

    | Kirsten E. Garen | Cory W. Giese | John S. A. Hasbrook | Margaret L. Kane | | Michael W. Koehnen | Anthony L. Leggio | Martin A. Mariani | Thomas C. McGraw | | Jon Y. Nakamura | Richard P. Smith | Kimberley H. Vogel | |

  3. 1.Election of Directors

    Brief biographies of the director nominees are found at “Board of Directors.” These biographies include each nominee’s age, business experience, a description of some of the experience, qualifications, attributes or skills that led us to conclude that each nominee should serve as a director of the Company and certain other information. The 11 nominees receiving the most affirmative votes cast at the meeting will be elected as directors assuming a quorum is present, subject to the Company's majority withhold vote policy. We know of no reason why any nominee may be unable to serve as director. If any of the nominees should unexpectedly decline or become unable to serve, the proxies we are soliciting may be voted for a substitute nominee or the Board of Directors (the “Board”) may reduce the size of the Board. Shareholders may cumulate their votes when electing directors. To do so, you must follow the procedures set forth in our Bylaws, which are described at “Corporate Governance, Board Nomination and Board Committees--Nomination and Election of Directors.” The Board recommends a vote FOR the election of all 11 nominees.

  4. BOARD OF DIRECTORS

    BOARD OF DIRECTORS At the meeting, shareholders will elect 11 directors to serve for terms expiring at TriCo’s 2025 Annual Meeting of Shareholders. Each of the following persons listed and described below is nominated for election as a director at the meeting. Each nominee currently serves as a director of TriCo and our wholly-owned subsidiary, Tri Counties Bank. In addition to the TriCo Board committees, the directors also serve on committees of the Bank’s Board of Directors. Age is as of April 2, 2024.

  5. BOARD OF DIRECTORS

    | Kirsten E. Garen | | | | Age: 61 Director Since: 2020 | Committees: • IT/Cybersecurity (Chair) • CRA | • Audit |

  6. BOARD OF DIRECTORS

    Since January 2024, Ms. Garen has been a partner at Fortium Partners, headquartered in Plano, TX, which provides technology leadership-as-a-service. From November 2020 to August 2022, Ms. Garen was SVP, Chief Information Officer at CDK Global, San Jose, CA, a provider of integrated data and technology solutions to the automotive, heavy truck, recreation, and heavy equipment industries. From August 2017 to March 2020, she was EVP, Chief Information Officer for Delta Dental of California/Dentegra Insurance Co., San Francisco, CA. She also led the Technology, Cybersecurity and Enterprise Project Management Office for Delta Dental of California and its affiliate companies. From 2011 to July 2017, she was Senior Executive Vice President and Chief Information Officer at Bank of the West, San Francisco, CA (now BMO Harris Bank, N.A., a subsidiary of BMO Financial Group, Toronto, Canada). She has over 20 years of experience managing IT strategies and implementation for financial services and insurance companies. She is currently an advisory board member for Netskope, a cloud provider of cybersecurity services, a board member for the NorCal International Women’s Forum, a member of the National Association of Corporate Directors, and a former board member of the Commonwealth Club of California, and a former advisory board member of FTV Capital, a private equity firm. We nominated Ms. Garen due to her experience in creating and implementing business and technology roadmaps, including portfolio construction, delivery metrics, digital modernization, cybersecurity and risk mitigation as well as her information technology expertise.

  7. BOARD OF DIRECTORS

    | Cory W. Giese | | | | Age: 45 Director Since: 2013 | Committees: • Risk • IT/Cybersecurity | • Nominating and Corporate Governance • Executive |

  8. BOARD OF DIRECTORS

    Mr. Giese has been Independent Lead Director since May 2020. Mr. Giese is a Certified Public Accountant and is a principal at Cory Giese CPA, a certified public accounting firm in Truckee, CA since 2006. From April 2013 to February 2019, he was principal and owner of Giese Swany, LLC, a certified public accounting firm in Incline Village, NV. He is also a managing member of ERP Rentals, LLC a privately held real estate investment entity. He also serves as a tax consultant for Asena Family Office, an international tax and advisory firm since January 2024. We nominated Mr. Giese based on his business background, accounting background and his ties to and familiarity with several of the communities in which we operate.

  9. BOARD OF DIRECTORS

    | John S. A. Hasbrook | | | | Age: 64 Director Since: 2002 | Committees: • Nominating and Corporate Governance (Chair) • Compensation and Management Succession | • Audit |

  10. BOARD OF DIRECTORS

    Mr. Hasbrook is President of SunWest Wild Rice Co., Inc., Winters, CA a food marketing company since 2000 and President of Hasbrook-Fetter Farms, Inc., Winters, CA, a family-owned farming operation since 1988. He was Vice President, Marketing of SunWest Foods, Inc., Davis, CA, a rice milling and marketing company until his retirement in 2021 where he had been partner since 1989. He has been a board member of the Solano Water Agency, Lower Putah Creek Coordinating Committee since 2023, a municipal agency responsible for management and restoration of the Putah Creek watershed in California. Mr. Hasbrook also serves as an advisor to the Santa Clara University Center for Food Innovation and Entrepreneurship and is a member of the finance and audit committees of the Catholic Diocese of Sacramento since 2016. We nominated Mr. Hasbrook because of his experience in the areas of finance, marketing, banking and deep roots in agribusiness and food marketing. His broad business experience and community involvement provides the Board with valuable insights concerning the primary communities in which the Bank operates and the agricultural industry (including climate and sustainability matters) in particular.

  11. BOARD OF DIRECTORS

    | Margaret L. Kane | | | | Age: 68 Director Since: 2020 | Committees: • CRA (Chair) • IT/Cybersecurity | • Risk |

  12. BOARD OF DIRECTORS

    Dr. Kane is President and Chief Executive Officer of Kane Bank Services (“KBS”), Sacramento, CA, a consulting firm she founded in 1999. KBS provides consulting services to domestic and international financial institutions in areas including customer experience and advocacy, sales management, product distribution, employee and manager training and development, distribution strategies, and revenue growth. Prior to 2020, KBS provided consulting services to the Bank, advising on strategic planning and executive development. Prior to KBS, from 1988 to 1998, Dr. Kane was an Executive Vice President at Wells Fargo Bank, San Francisco, CA, prior to its combination with Norwest Corp, Minneapolis, MN where she was head of the retail branch network and also developed and managed the bank’s In-Store Banking Program from inception. Dr. Kane is a member of the executive committee of the Harvard Alumni Association in Cambridge, MA, serving as treasurer, as well as a board member of the Harvard Alumni Association since 2018. She has also served on the boards of numerous non-profit organizations throughout her career. We nominated Dr. Kane because of her deep understanding of the banking industry, including banks our size as well as large national and international institutions, her experience in retail banking, and her knowledge in strategic planning, development and execution. She is also very active in the Sacramento community and has in-depth knowledge of this key market and its businesses.

  13. BOARD OF DIRECTORS

    | Michael W. Koehnen | | | | Age: 63 Director Since: 2002 | Committees: • Risk | • Executive |

  14. BOARD OF DIRECTORS

    Mr. Koehnen has been our Vice Chairman since 2010 and Corporate Secretary since 2021. He is an owner and since 1994, President of C.F. Koehnen & Sons, Inc., Glenn, CA, a fourth-generation family farming and beekeeping company. Mr. Koehnen is also owner of C.F. Koehnen & Sons Orchards and president and owner of Riverwest Processing, Glenn, CA, an almond processing company, and president of several other agricultural-related entities, including Koehnen Farming Company, PK Exports, Koehnen Farming Company and K3 Exports Inc. We nominated Mr. Koehnen because of his leadership experience and knowledge of corporate governance, business operations and financial investment related matters. In addition, his extensive involvement in businesses related to the agricultural industry allows him to provide valuable insights to the Board regarding agriculture, sustainability, climate and domestic, commodities, and international supply-chain matters. Furthermore, he has held a significant number of shares of the Company for some time, providing prospective on long-term shareholder interests.

  15. BOARD OF DIRECTORS

    | Anthony L. Leggio | | | Age: 71 Director Since: 2022 | Committees: • Risk • CRA |

  16. BOARD OF DIRECTORS

    Mr. Leggio became a director upon our acquisition of Valley Republic Bancorp in March 2022. Prior to that he served as a director of Valley Republic Bancorp and Valley Republic Bank since its start in 2008. He has been President/Manager of Bolthouse Properties, LLC, a commercial and residential real estate development firm located in Bakersfield, CA since January 2006. He is Manager and President of Bolthouse Investments, LLC, Bakersfield, CA, a registered investment advisor. Mr. Leggio served as Vice President and General Counsel of Wm Bolthouse Farms from July 2001 until December 2005. Previously, Mr. Leggio was managing partner of a Bakersfield area law firm for nearly 25 years. Mr. Leggio serves as a director of Tejon Ranch Company, Lebec, CA (NYSE: TRC), a diversified real estate development and agribusiness company (since 2012) and is currently chairman of TRC's audit committee as well as a member of its executive and real estate committees. He is also a director of a number of private company boards located in Central and Southern California in the petroleum, auto and manufacturing fields. He is a licensed attorney in the State of California. We have nominated Mr. Leggio because of his community involvement as well as his knowledge of key industries in, and the economies of, the Central Valley of California. In addition, he has experience in implementing business strategies and strategic plans, agriculture and farming, energy production, real estate development, legal matters, conservation, sustainability, and financial and investment management. Furthermore, he holds a significant number of shares of the Company, providing perspective on long-term shareholder interests.

  17. BOARD OF DIRECTORS

    | Martin A. Mariani | | | | Age: 67 Director Since: 2014 | Committees: • Compensation and Management Succession (Chair) • Nominating and Corporate Governance | • Audit |

  18. BOARD OF DIRECTORS

    Mr. Mariani farms almonds and walnuts and is a partner in Mariani Nut Company of Winters, California (nut processing). He is also a managing member of Monticello Farming Company, Winters, CA (almonds & walnuts) and Scribe Vineyards & Winery, Sonoma, CA. Mr. Mariani was a director of North Valley Bancorp from 2004 until its merger with TriCo in 2014. Previously, he was a director of Yolo Community Bank. He is a board member, treasurer and chairman of the audit committee of the California Walnut Marketing Board; a member of the Dean’s Advisory Board for the College of Agriculture and Environmental Sciences at UC Davis; and a fellow at the American Leadership Forum, Mountain Valley Chapter. We nominated Mr. Mariani based on his small business and agricultural industry background as well as his familiarity with, and deep roots in, community banking. In addition, his agricultural background allows him to provide valuable insights to the Board regarding sustainability, climate and supply-chain matters.

  19. BOARD OF DIRECTORS

    | Thomas C. McGraw | | | | Age: 72 Director Since: 2018 | Committees: • CRA • IT/Cybersecurity | • Risk • Executive |

  20. BOARD OF DIRECTORS

    Mr. McGraw has been a director since we acquired FNB Bancorp in 2018. Prior to that he was the Chief Executive Officer of FNB Bancorp and its subsidiary, First National Bank of Northern California (“First National Bank”) from 2002 to 2018 and its president from 2021 to 2022. He was director of FNB Bancorp from 2001 to 2018 and director of First National Bank from 1989 to 2018. We have nominated Mr. McGraw because of his extensive knowledge of key issues and trends affecting the Company, the San Francisco Bay Area banking market, First National Bank's customers, and the banking industry in general. Mr. McGraw also is active in the communities we serve and has a deep understanding of marketing from his years at First National Bank as well as his tenure as a communications consultant in San Mateo and Marin Counties in California since 1987. Moreover, as the former CEO of FNB Bancorp and First National Bank, he has extensive knowledge of key issues and trends affecting the Company and its business in the San Francisco Bay Area. Furthermore, he has held a significant number of shares of the Company for some time, providing perspective on long-term shareholder interests.

  21. BOARD OF DIRECTORS

    | Jon Y. Nakamura | | | Age: 67 Director Since: 2022 | Committees: • Audit • Risk (Chair) |

  22. BOARD OF DIRECTORS

    Mr. Nakamura was employed by MUFG Union Bank, N.A. from 2005 to January 2022, including serving as Director and Assistant General Counsel from 2014; prior to that he served as SVP, Compliance Counsel. In these roles, he advised the bank and its holding company, MUFG Americas Holding Corporation, regarding a range of legal, risk and financial regulatory matters. Previously he served as Assistant General Counsel of the Federal Reserve Bank of San Francisco from 1999 to 2005. He is a licensed attorney in the State of California. He is Treasurer of the San Francisco Athletic Hall of Fame. We have nominated Mr. Nakamura because of his depth of knowledge in legal, compliance and risk matters facing the banking industry, and his experience at a larger growth-oriented financial institution. He also has deep roots in the San Francisco Bay Area, including Santa Clara County, providing insight into a number of our important growth markets.

  23. BOARD OF DIRECTORS

    | Richard P. Smith | | | | Age: 66 Director Since: 1999 | President & CEO Board Chairman | Committees: • Executive |

  24. BOARD OF DIRECTORS

    Mr. Smith has been Chairman of the Board since May 2020. He has served as the President and Chief Executive Officer of TriCo and the Bank since 1999. Mr. Smith joined the Bank in 1994 as Vice President and Chief Information Officer. He was senior vice president-customer/employee support and control from 1997 until 1998, when he was promoted to executive vice president in the same capacity. Furthermore, Mr. Smith was named president of the Bank and executive vice president of TriCo in 1998. Mr. Smith served as Chairman of the California Bankers Association during 2011 and is currently a member of the California Bankers board of directors and has served on several of their committees. We have nominated Mr. Smith because we believe that including the President and Chief Executive Officer on the Board is important and assists the Board in keeping abreast of TriCo’s operations and management’s progress on corporate initiatives. Further, Mr. Smith has over 30 years of banking experience, including over 25 years as the Bank’s chief executive officer. In addition, Mr. Smith serves (or has served) on a number of industry association committees discussed above. This wealth of experience allows him to provide valuable insights to the Board concerning the banking industry and the Bank.

  25. BOARD OF DIRECTORS

    | Kimberley H. Vogel | | | | Age: 56 Director Since: 2020 | Committees: • Audit (Chair) • IT/Cybersecurity | • Compensation and Management Succession |

  26. BOARD OF DIRECTORS

    Ms. Vogel was President, Co-Founder and director of BaseVenture Investing, Inc., a cloud-based software company that develops investment management solutions for financial reporting, data visualization, and process management in San Rafael, CA from 2014 to 2019, serving as Transitional President in 2019 after the company was sold to Fidelity National Information Services, Jacksonville, FL (FIS). From 2005 to 2014, Ms. Vogel served as Chief Financial Officer at mFoundry, a provider of mobile banking and mobile payment services in Larkspur, CA. FIS purchased mFoundry in 2013. Ms. Vogel is a member of the board of directors: of Triple Point Venture Growth BDC Corp. (NYSE: TPVG), Menlo Park, CA, an externally-managed business development company focused on providing customized debt financing and equity investments to venture growth stage companies in technology and other high growth industries (since 2021)(member of its audit, valuation, governance and nominating, and compensation committees); on the board of directors Forge Global Holdings, Inc. (NYSE: FRGE), San Francisco, CA, a provider of marketplace infrastructure, data services and technology solutions for private market participants (since 2022)(member of audit - chair, compensation - chair, and governance and nominating committees and formerly on risk committee); Forge Europe GmbH, Federal Republic of Germany a private securities marketplace since 2024; and a board member of Zachaphie, Inc., San Francisco, CA, a privately held company involved in real estate since 2013. In addition, she serves on the board of trustees of Saint Mary’s College of California, Moraga, CA and is an ex-officio director of the Harvard Business School Association of Northern California. Ms. Vogel is a Certified Public Accountant. We have nominated Ms. Vogel based on her financial and accounting background and her experience with financial services technology issues and challenges; particularly her understanding of developments in the fintech industry and such industry's impact on the delivery of, and competition for, bank services. We have also determined that her background and experience also qualifies her to serve on our audit committee as a financial expert under SEC rules.

  27. Annual Election of Directors

    Annual Election of Directors The members of the Board are elected at least annually at the annual meeting of shareholders for one-year terms ending at the end of the next annual meeting. The Board’s nominating and corporate governance committee is responsible for preparing the proposal to shareholders for the election or re-election of directors. When considering nominees, the committee: •Reviews the current composition of the Board taking into account the number of directors, their independence, diversity and availability for service to TriCo; and •Establishes and reviews with the Board the appropriate skills and characteristics required of the directors, also in light of our anticipated needs. See also "Nomination and Election of Directors" on page 23.

  28. Nomination and Election of Directors

    Nomination and Election of Directors Qualifications. Our nominating and corporate governance committee determines the director nominees for each annual meeting of shareholders using the criteria set forth in our corporate governance guidelines. Our guidelines provide that all directors must be committed to representing the long-term interests of our shareholders and possess: •the highest personal and professional ethics, integrity and values, •informed judgment, •sound business experience, •the ability to make independent analytical inquiries, and •an understanding of our business environment. The committee has not established any specific minimum qualification standards for directors, except that no person may serve as a director who is 75 years of age or older at the time of election or serve on more than four public company boards (including the Company). Director Skills. The committee may identify certain skills or attributes as being particularly desirable for specific director nominees in order to complement the existing Board composition. To date the committee has identified and evaluated nominees for directors based on several factors, including: •business or banking experience, •knowledge of financial accounting and related internal control requirements, •involvement in and familiarity with our community and the markets we serve, •risk management, •technology or cybersecurity, •digital media, •agriculture/sustainability, •strategic planning, •business operations / acumen, •independence from the Company, •regulatory and/or environment familiarity, •compliance, legal and corporate governance, •senior leadership abilities, and •prior board or public reporting company experience. We do not currently pay any fee to a third party to identify potential director nominees, although we have in the past retained search firms to assist in identifying qualified candidates.

  29. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  30. Director Compensation

    Director Compensation The following table summarizes the compensation paid by TriCo to our non-employee directors in 2023:

  31. Director Compensation

    | Name (1) | Fees earned or paid in cash ($) | Stock awards ($) (2) | Option awards ($) | Change in pension value and nonqualified deferred compensation earnings ($) (3) | All other Compensation ($) (4) | Total ($) | Number of stock options outstanding as of 12/31/23 | Number of shares underlying stock awards outstanding as of 12/31/23 | | Active: | | | | | | | | | | Kirsten E. Garen | 60,000 | 72,682 | — | — | — | 132,682 | — | 2,173 | | Cory W. Giese | 67,500 | 72,682 | — | — | — | 140,182 | — | 2,173 | | John S. A. Hasbrook | 57,917 | 72,682 | — | 31,983 | 713 | 163,295 | — | 2,173 | | Margaret L. Kane | 57,917 | 72,682 | — | — | — | 130,599 | — | 2,173 | | Michael W. Koehnen | 51,458 | 72,682 | — | 31,389 | 669 | 156,198 | — | 2,173 | | Anthony L. Leggio | 51,458 | 72,682 | — | — | — | 124,140 | — | 2,173 | | Martin A. Mariani | 60,417 | 72,682 | — | 4,765 | — | 137,864 | 7,500 | 2,173 | | Thomas C. McGraw | 51,458 | 72,682 | — | — | — | 124,140 | — | 2,173 | | Jon Y. Nakamura | 57,292 | 72,682 | — | — | — | 129,974 | — | 2,173 | | Kimberley H. Vogel | 64,375 | 72,682 | — | — | — | 137,057 | — | 2,173 |

  32. Director Compensation

    (1) Richard Smith, our President and Chief Executive Officer, is not included in this table because he is an employee of TriCo and receives no additional cash compensation for his service as a director and Chairman of the Board. Mr. Smith’s compensation is shown at “Compensation of Named Executive Officers” on page 56. (2) Represents the grant date fair value determined in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. Stock compensation is described in Note 17 - Stock Options and Other Equity-Based Incentive Instruments" of the Company's consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 29, 2024. On May 18, 2023, we granted each of our then-current non-employee directors a restricted stock unit (“RSU”) award for 2,173 shares of common stock that vests in full on May 18, 2024. Stock awards outstanding as of December 31, 2023, represent these grants and include the amount of dividends reinvested in RSUs. Dividends accrue without interest with respect to the corresponding number of shares subject to the award. Such dividend equivalents accrue and are converted into additional shares (equal to the fair market value of TriCo’s common stock at the time of such dividend). Such additional shares do not vest unless and until the underlying award vests. (3) Except for Director Mariani, balances reflect the change in actuarial value during 2023 of each participating director’s account under the director supplemental retirement plan described on page 26. With respect to Director Mariani, balance reflects the above-market interest earned during 2023 under our deferred compensation plan described herein. (4) Reflects the taxable value attributable to the split dollar life insurance benefits described on page 62.

  33. Composition of Non-Employee Director Compensation

    Composition of Non-Employee Director Compensation

  34. Other Director Compensation Matters

    Other Director Compensation Matters

  35. Periodic Review of Director Compensation - Director Compensation Adjustments in 2023

    Periodic Review of Director Compensation - Director Compensation Adjustments in 2023 The compensation and management succession committee periodically assesses non-employee director compensation relative to TriCo’s peers at least every two years using data from, and with the assistance of, an independent consultant. In 2023, Aon plc (“Aon”), the compensation and management succession committee’s compensation consultant, conducted a survey of director compensation practices of our peers. The compensation committee determined to increase the Board annual retainers from $50,000 to $52,500 for 2023 and increased the RSU grant equivalent value from $72,500 to $75,000. The increase in equity compensation relative to cash was in line with the Company's focus on weighting equity compensation more than cash to further align director pay with shareholders’ interests. In addition, as discussed earlier at “Composition of Non-Employee Director Compensation - Cash Retainers”, committee chair retainers were increased based on the committee’s review non-employee director compensation with the assistance of Aon.

  36. Key Features – Executive Compensation

    Key Features – Executive Compensation •Three component compensation structure with focus on pay for performance and emphasis on long-term performance • Competitive benchmarking against peers • Double trigger change in control severance • Executive compensation agreements and plans have 280G carve backs and no tax gross-ups • No excessive executive perks

  37. Our Response to Say on Pay Vote

    Our Response to Say on Pay Vote The compensation and management succession committee (which we refer to in this section as the “Committee”) continues to monitor and consider the interests of TriCo’s shareholders regarding executive compensation. We are pleased that in 2023, almost 96% of the votes cast (excluding broker non-votes) supported TriCo’s “Say on Pay” proposal. Our Board, the Committee, and our executive team continue to review our executive compensation practices and look for opportunities to improve and strengthen its pay for performance objective and alignment with shareholders’ interests. During the past year the Committee took the following actions: •Engaged a leading human resources and executive compensation consulting firm, to review our executive compensation program and make recommendations for enhancements to ensure market competitiveness. •Reviewed Institutional Shareholder Services and Glass Lewis analyses to further understand any ongoing or new concerns about our compensation program. •Continued to focus on having a significant percentage of executive pay contingent on performance. •Continued the use of performance-based equity awards. Half of the annual equity grants to the chief executive officer and other executive officers consists of performance based RSUs or "PSUs", where the value of the award upon vesting is based upon total shareholder return (TSR) relative to the KBW Nasdaq Regional Banking Index (KRX). This design is extended further into the organization. •Maintained stock ownership guidelines for directors and executive officers. Further, we believe our compensation program structure and committee decisions during this period reflect a strong pay-for-performance commitment.

  38. Peer Group

    Peer Group The Committee routinely benchmarks and compares our compensation and performance against selected peer companies. It utilizes this information as a reference for setting pay and making pay decisions. The Committee, with its compensation consultant and management, conducts a review of the composition of the Company's peer group at least every two years to take into account such factors as asset growth and merger and acquisition activity. In its determination, the Committee considers a variety of factors and characteristics including, among other things, geography, market capitalization, asset size, credit quality, capital, performance on financial and market-based measures, and the extent they compete with our business, as well as for talent. Based on the growth of the Company to nearly $10 billion in assets in early 2022, Aon recommended the Company take a different approach for 2022 to better reflect the general practices of mid-sized banks regarding peer groups and to reflect the decreasing number of comparable peers in California and the Western United States. Furthermore, it was recommended that the peer group also include institutions outside the confines of the Western United States that had been utilized for the identification of peers in past years. After Aon produced an initial group, management worked in a collaborative process with Aon to reach the recommended peers. Certain initial peers were removed due to business model or ownership structure. The Company continued this practice for 2023, making slight adjustments to its peer group to reflect acquisitions and growth of peers. In November 2022, the Committee re-evaluated the peer group in light of Aon’s recommendations. Based on its review, in consultation with Aon, the Committee determined the peer group for 2023 executive compensation decisions to be as follows: •Hope Bancorp, Inc. (HOPE) •Banner Corp. (BANR) •First Financial Bancorp. (FFBC) •CVB Financial Corp. (CVBF) •WSFS Financial Corp. (WSFS) •First Merchants Corp. (FRME) •Enterprise Financial Services (EFSC) •First Financial Bankshares (FFIN) •First Busey Corp. (BUSE) •Sandy Spring Bancorp (SASR) •NBT Bancorp Inc. (NBTB) •First Foundation Inc. (FFWM) •Vertex Holdings Inc. (VBTX) •Seacoast Banking Corp. of FL (SBCF) •BancFirst Corp. (BANF) •Banc of California Inc. (BANC) •Southside Bancshares Inc. (SBSI) •National Bank Holdings Corp. (NBHC) •HomeStreet Inc. (HMST) •Luther Burbank Corp. (LBC) This peer group consists of 20 financial institutions with total assets of between $7.2 billion and $17.9 billion at 2021 year end with $12.3 billion at the 50th percentile. The peer group was then re-examined to reflect acquisition growth in 2022 to evaluate whether peers remained relevant with respect to expected asset size and other factors. No additional changes were made to the group. The Committee does not solely rely on comparative data from the peer group. Such comparative data provides helpful market information about our peer companies as a reference, but the Committee does not target any specific positioning or percentile, nor does it use a formulaic approach, in determining executive pay levels. The committee may refer to other banks or financial companies outside of the peer group for additional benchmarking information. It also utilizes other resources, including published compensation surveys and other available proxy and compensation data. All such comparative peer data and supplemental resources are considered, along with the Company’s pay for performance and internal parity objectives within the leadership team. All applicable information is reviewed and considered in aggregate, and the Committee does not place any particular weighting on any one factor.

  39. Role of the Compensation Consultant

    Role of the Compensation Consultant To assist in its efforts to meet the objectives outlined above for 2023, the Committee retained Aon to provide general executive compensation consulting services to the Committee and to support management’s need for advice and counsel. The Committee’s charter authorizes the Committee to retain or terminate consultants and to engage other advisors. The independent compensation consultant reports directly to the Committee but typically collaborates with management to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the Committee. In addition, the Committee has the ability to meet with its consultant in executive sessions as the Committee may request from time to time. The consultant provides data regarding market practices and works with management and the Committee to develop recommendations for changes to plan designs and policies consistent with the philosophies and objectives discussed earlier. During 2023, Aon also provided services to our Company relating to non-executive compensation, including ad hoc compensation projects, and actuarial services and related disclosure requirements. Services provided to management and not the Committee were approved by management and not the Committee. The fees associated with the services provided to management were less than $120,000. The Committee retained Aon after considering the factors set for forth in Nasdaq’s rules concerning compensation consultant independence and concluding that its retention of Aon was appropriate. The Committee’s conclusion was based on the following factors: •Executive compensation consulting services provided to the Committee and other consulting services provided to management were performed by separate and distinct divisions of Aon; •The Committee’s decision to engage Aon was independent of management’s engagement of Aon; •Total fees paid in 2023 to Aon were not material in the context of total revenues disclosed in Aon’s most recent annual report; •Aon has adopted and disclosed to the Committee its executive compensation consulting protocols for client engagements and the Committee believes these protocols provide reasonable indications that conflicts of interest will not arise; •Aon reports directly to the Committee chair on executive compensation matters; •The Committee members and executive officers of the Company have no business or personal relationship with Aon; and •The Committee, in its discretion, determines whether to retain or terminate Aon as the Committee’s compensation consultant.

  40. Executive Compensation Program Components - the Committee’s Process for Establishing 2023 Target Compensation

    | | CEO Target Mix of Total Compensation (1) | | | | | 2023 | 2022 | 2021 | | Base salary | 37% | 37% | 38% | | Target short-term incentives (annual incentive bonuses)(2) | 26% | 26% | 24% | | Long-term incentives (equity awards) | 34% | 34% | 36% | | Benefits (perks) | 3% | 3% | 2% | | Total | 100% | 100% | 100% |

  41. Executive Compensation Program Components - the Committee’s Process for Establishing 2023 Target Compensation

    | | Other NEOs Average Target Mix of Total Compensation (1) | | | | | 2023 | 2022 | 2021 | | Base salaries | 43% | 43% | 44% | | Target short-term incentives (annual incentive bonuses)(2) | 24% | 24% | 21% | | Long-term incentives (equity awards) | 30% | 30% | 32% | | Benefits (perks) | 3% | 3% | 3% | | Total | 100% | 100% | 100% |

  42. Annual Incentive Bonuses

    Annual Incentive Bonuses It is the Committee’s objective to have a substantial portion of each executive’s compensation contingent upon TriCo’s performance as well as upon the executive’s own level of performance and contribution toward TriCo’s performance. TriCo utilizes annual cash bonuses to align executive compensation with TriCo’s business objectives and TriCo’s performance. Placing an emphasis on incentive compensation is consistent with TriCo’s philosophy of rewarding executives for TriCo’s performance. Faced with an extraordinarily challenging macroeconomic environment, the Committee believes TriCo performed well and delivered a year of strong strategic execution, business growth and financial performance. For further details about our 2023 business and financial performance, see “Financial Highlights”, “Other Highlights”, and “Section 2— Performance and Pay” in this Proxy Statement.

  43. 2023 Executive Incentive Plan Results

    2023 Executive Incentive Plan Results The Company uses annual cash incentives to focus attention on current strategic priorities and drive achievement of short-term corporate strategic objectives. Each NEO has an annual cash incentive target opportunity that may, based on performance, result in an earned incentive equal to between 50% and 200% of the target opportunity. For purposes of the annual cash incentive, the Committee measures corporate performance based on actual performance compared to pre-established performance goals as a base completion percentage. The Compensation Committee has the discretion to increase or decrease the amount of annual cash incentive earned based on these factors by 15%. In using such discretion, the Committee may also review the Company’s performance compared to the performance of certain regional and top quartile peers, together with the Company’s progress with respect to certain corporate strategic objectives to further assess overall corporate performance. For 2023, the annual cash incentive plan used four key performance measurement metrics: return on average tangible common equity (ROATCE), pre-provision net revenue (PPNR) to average assets, efficiency ratio, and non-performing assets (NPA) to average assets. In determining the performance range, each metric was assigned a different spread as follows:

  44. 2023 Executive Incentive Plan Results

    | | Performance Goals | | | Corporate Performance Metric | Spread – Threshold (50% Payout) | Spread - Max (200% Payout) | | ROATCE | (15.0)% | 15.0% | | PPNR to Ave Assets | (10.0)% | 10.0% | | Efficiency Ratio | 7.5% | (7.5)% | | NPAs/Ave Assets | 25.0% | (25.0)% |

  45. 2023 Executive Incentive Plan Results

    The financial performance goals for the annual cash incentive and actual results for 2023 are set forth below:

  46. 2023 Executive Incentive Plan Results

    | | Performance Goals | | | | Results | | | Corporate Performance Metric | Weighting | Threshold (50% payout) | Goal Target (100% payout) | Maximum (200% payout) | Actual Results | % of Target Payout | | ROATCE | 30% | 14.0% | 16.5% | 18.9% | 15.5% | 80.9% | | PPNR to Ave Assets | 30% | 1.5% | 1.6% | 1.8% | 1.9% | 200.0% | | Efficiency Ratio | 20% | 57.6% | 53.6% | 49.6% | 55.8% | 72.8% | | NPAs/Ave Assets | 20% | 1.3% | 1.0% | 0.8% | 0.4% | 200.0% |

  47. 2023 Executive Incentive Plan Results

    For 2023, comparing actual corporate performance to the 2023 corporate performance goal targets, the resulting payout percentage under the plan was driven by two of the four corporate performance goal metrics (PPNR / Ave Assets and NPAs/Ave Assets) at maximum payout, offset by the remaining two metrics (ROATCE and Efficiency Ratio) between threshold and target performance. As discussed earlier, in addition to awards made under our annual cash incentive plan for corporate performance pursuant to the above formula, the plan also allows for the Committee (for all officers, including the CEO) and the CEO (for officers other than himself) to recommend adjustments (of plus or minus 15%) based on results of near-term performance related to one-time initiatives, specific development efforts, or short-term projects. For 2023, the Committee determined to adjust the payouts for the named executive officers upward by 9%. For the year ended December 31, 2023, the following cash bonuses were awarded.

  48. 2023 Executive Incentive Plan Results

    | Named Executive Officer | Target Value as % of Base Salary | Corporate Performance Completion (%) | Corporate Performance Award (%) | Adjustment (%) | Total Value as % of Base Salary | | Richard P. Smith | 70.0% | 138.8% | 97.2% | 9.0% | 106.2% | | Peter G. Wiese | 55.0% | 138.8% | 76.3% | 9.0% | 85.3% | | John Fleshood | 55.0% | 138.8% | 76.3% | 9.0% | 85.3% | | Craig Carney | 55.0% | 138.8% | 76.3% | 9.0% | 85.3% | | Daniel Bailey | 55.0% | 138.8% | 76.3% | 9.0% | 85.3% |

  49. 2023 Executive Incentive Plan Results

    The Committee determined an upward adjustment of 9% over the plan metrics was appropriate for the CEO (Smith) due to his leadership in guiding the company and its investors during a difficult year for the bank and the banking industry in general. Despite these headwinds, Mr. Smith’s leadership enabled the company to achieve steady performance, continue good relations with regulators, produce better than peer financial operating results and build a stronger balance sheet of the Company. Furthermore, the Committee accepted the recommendations of the CEO with respect to an upward adjustment of 9% over the plan metrics for the remaining named executive officers for the following reasons: •Peter Wiese. Leadership in responding to a continually increasing rate environment, liquidity issues created by bank failures and the impact of interest rates on long-term assets, strengthening the Company’s balance sheet, including capital management, and fostering key strategic partnerships. •John Fleshood. Leadership in succession management execution and continued evolution and strengthening of the Company’s risk management, community investment and regulatory compliance functions. •Craig Carney. Leadership in succession management and strategic hiring, the Company’s successful regulatory compliance, notably asset quality, and preparing the bank for an uncertain economy . •Dan Bailey. Leadership resulting in consistent business operating results in line with budget expectations specific to sales and production activities, as well as oversight of the revenue lines of business during the difficulties facing the company and the banking industry in general.

  50. Chief Executive Officer Incentive Compensation

    | Name | Bonus Payout | % of 2023 Base Salary | | Richard Smith | $1,056,566 | 106.2% |

  51. Other Named Executive Officers Incentive Compensation

    | Name | Bonus Payout | % of 2023 Base Salary | | Peter Wiese | $439,613 | 85.3% | | John Fleshood | $413,150 | 85.3% | | Craig Carney | $369,616 | 85.3% | | Daniel Bailey | $387,542 | 85.3% |

  52. Equity Compensation

    Equity Compensation The Committee provides long-term incentive compensation to TriCo’s executive officers through the grant of awards under TriCo’s equity incentive plans. In accordance with TriCo’s compensation philosophy, the use of equity compensation is intended to provide incentives to TriCo’s executive officers to work toward the long-term growth of TriCo by providing them with an award that will increase in value only to the extent that the value of TriCo’s common stock increases. Because the value of awards under TriCo’s equity incentive plan bear a direct relationship to TriCo’s stock price, the Committee believes that equity awards are an effective long-term incentive to create value for shareholders and appropriately align the interests of TriCo’s executives with the interests of TriCo’s shareholders. Equity awards also serves as a long-term retention incentive for TriCo’s executives because equity awards are generally subject to vesting schedules of three to four years. Equity awards to the CEO and named executive officers are approved by the Committee at regular Committee meetings. The effective date for all grants is the date that the Committee approves the grant and all key terms have been determined. In 2023 the Committee decisions on equity award grant values to be awarded to TriCo executives coincided with the time of merit reviews. The number of equity awards granted each year by the Committee to an executive is not fixed, but is determined by the Committee annually based on a review of comparable practices at the Company's peers as well as a subjective evaluation of factors, including the following: •the perceived incentive that the grant will provide, •the executive’s prior performance and level of responsibility, •the benefit that the grant may have on long-term shareholder value, and •the value of the equity award at the time of grant. The Committee views the grant of equity awards as both an incentive vehicle and a retention device and therefore, also reviews the status of vesting and the number of vested versus unvested awards held by an executive at the time of grant and the annual grants made to executives at TriCo’s peer group companies. The equity grant strategy for the chief executive officer and other named executive officers is to utilize a 50%/50% mix of time-based RSUs and performance-based PSUs. The Committee believes that this stock grant strategy consisting of a 50%/50% mix of time-based RSUs and performance-based PSUs better aligns the interests of shareholders and employees as a recruiting and retention tool as compared to grants of stock options. This policy also applies to certain other key employees who received equity awards in order to better align compensation incentives to increasing shareholder value. RSUs granted in 2023 vest in annual installments over three years. The PSUs vest in a single installment after three years; however, the actual number of PSUs earned upon vesting is dependent upon the total shareholder return, or “TSR,” for TriCo common stock relative to the KBW Nasdaq Regional Banking Index over a three-year performance period beginning on the date of grant. During 2023, the Committee reviewed the mix of RSUs and PSUs and continues to believe that the 50%/50% split is the appropriate mix for the retention and incentive elements and serves to align our executives with shareholders. The Committee annually revisits the program design, metrics considered, and weighting before issuing new grants to continuing executives but does not expect the weighting of performance-based equity for awards for executives to be less than 50% in future years. The actual number of shares earned range from 0% to 150% of the target number granted, depending on the performance of TriCo common stock compared to the index. The payout schedule is defined as follows:

  53. Equity Compensation

    | | TCBK TSR vs. KBW TSR | Payout Percentage | | Maximum | +25% or more | 150% | | | Every +1% | +2% Payout | | Target | Equal | 100% | | | Every -1% | -2% Payout | | Threshold | -25% | 50% | | Minimum | Less than -25% | 0% |

  54. Equity Compensation

    TSR is defined as the change in the market value of a share of TriCo common stock, including treating dividends as if reinvested. The beginning and ending stock prices used to determine the change are based on the average stock price over a period of 30-trading days at the beginning and end of the performance period. The three-year performance period for the PSUs granted in 2020 ended on June 5, 2023. TriCo’s TSR for the three-year period was 97.68% while the KBW Nasdaq Regional Banking Index was 67.98%. The additional 29.7% TSR performance generated by the Company (TCBK) as compared to the KBW index (KRX) resulted in a payout percentage of 150% under the terms of the PSUs. For 2023, the Committee, based in part on its review of peer data as well as its decisions with respect to other components of compensation (base compensation and target incentive payout), determined to grant the NEOs equity awards at the same percentage of base salary as in 2022, with the grant value split evenly between RSUs and PSUs.

  55. Equity Compensation

    | Name | Percent of Base 2023 | Percent of Base 2022 | Percent of Base 2021 | | Rick Smith | 90% | 90% | 95% | | Peter Wiese | 75% | 75% | 80% | | John Fleshood | 75% | 75% | 80% | | Craig Carney | 65% | 65% | 65% | | Daniel Bailey | 65% | 65% | 65% |

  56. Equity Compensation

    Grant date price for awards was measured using the 30-day average trading date closing price of the Company's common stock following the Committee's determination to grant shares. See “Grants of Plan-Based Awards for 2023” on page 58 for stock grants made by the Committee to the named executive officers in June 2023.

  57. Other Elements of Compensation and Perquisites

    Other Elements of Compensation and Perquisites In order to attract and retain talented executives who will focus on achieving TriCo’s long-term goals, TriCo provides to its named executive officers, including Mr. Smith, the following benefits and perquisites: Supplemental Executive Retirement Plan. TriCo maintains a supplemental executive retirement plan described at “Compensation of Named Executive Officers—Pension Benefits,” for three of the named executive officers which provides them with benefits upon their retirement, death, or upon the termination of employment within 24 months of a change of control. In recent years, the Company has not offered such plans to new executive officers; therefore Messrs. Wiese and Fleshood are not participants. Deferred Compensation Plan. TriCo maintains a nonqualified, unsecured and unfunded executive deferred compensation plan, which is described at “Compensation of Named Executive Officers—Nonqualified Deferred Compensation.” This plan provides our named executive officers the opportunity to defer all or part of their salaries and bonuses until retirement, earlier termination from employment or death, in addition to any discretionary contribution or reoccurring contribution that TriCo credits to their accounts. See "Compensation of Named Executive Officers - Nonqualified Deferred Compensation" on page 63. Employment and Change of Control Agreements. TriCo has entered into an employment agreement with the CEO described beginning on page 64 and change of control agreements described on page 64 with its other named executive officers who would likely be involved in decisions regarding, and the successful implementation of, a merger or acquisition and could be at risk for a job loss if a change of control occurs. The Committee believes that such agreements are important in order to provide an incentive for executives to remain employed with TriCo throughout the challenges and uncertainty that a change in control may cause. Such continuity in leadership benefits both TriCo’s shareholders and, ultimately, a company that may acquire TriCo. These agreements are intended to allow the executives to focus on making and implementing decisions that are in the best interests of TriCo’s shareholders without being distracted or influenced in the exercise of their business judgment by personal concerns. Change of control agreements are typically offered to executives in the marketplace and therefore are necessary to attract and retain executives as well as maximize shareholder value. The agreements have a “double trigger” provision, meaning that an executive will not receive change in control benefits under his agreement unless both a change of control occurs and, within two years, the executive’s employment is involuntarily terminated without cause or the executive terminates his employment for “good reason”, as defined in his agreement. A change of control could also accelerate the vesting of all of the executives’ outstanding options and equity awards and accelerate benefits under some of TriCo’s benefit plans as described at “Compensation of Named Executive Officers—Potential Payments Upon Termination and Change of Control.” ESOP Contributions. TriCo makes annual contributions to each executive’s account under TriCo’s employee stock ownership plan, in which all eligible employees participate. See “Compensation of Named Executive Officers—ESOP.” Defined Contribution Plan. TriCo offers a 401(k) savings plan to all eligible employees as described in “Compensation of Named Executive Officers—401(k).” Medical Insurance. TriCo provides to each executive and their family such health, dental and vision insurance coverage as TriCo may from time to time make available to its other executives of the same level of employment. TriCo pays a portion of the premiums for this insurance for all employees. Life and Disability Insurance. TriCo provides each officer such disability and/or life insurance as TriCo in its sole discretion determines from time to time to make available. Currently, we provide all employees, including executives, with group life insurance equal to up to three (3) times base salary; capped at $500,000. Long Term Care Agreements. In 2003 we entered into long-term care agreements with all eligible directors and executive officers and paid a one-time premium for long-term care insurance for each participant. The single premiums cost approximately $50,000 for each participant and were amortized by TriCo over five years. Under certain conditions, the long-term care insurance provides long-term care benefits if a participant becomes disabled or has a long-term medical condition. Mr. Carney is the only participant under such agreement. The premiums were paid by the Bank in 2003 and Mr. Carney was taxed on the benefits over a 5-year period. Other. TriCo makes available certain other perquisites to executives such as country club memberships and automobile allowances which are listed in the perquisites and personal benefits table on page 56. TriCo may allow its executive officers and director s to utilize TriCo’s corporate airplane for personal use in limited circumstances, provided they reimburse the Company for the costs used based on an hourly reimbursement rate that is predetermined each year. The hourly reimbursement rate represents the aggregate incremental cost to TriCo for such personal use and takes into account items such as maintenance and repair, operating expenses, the pilot’s salary, landing and ramp fees, fuel costs, airport taxes and crew travel expenses. Clawbacks. Pursuant to the Dodd-Frank Act, in 2023, effective October 2, 2023, the Nasdaq Stock Market adopted a rule requiring listed companies to adopt policies to recover or "clawback" of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. We adopted a compensation clawback policy pursuant to the listing standards and was included as an exhibit to our Annual Report on Form 10-K filed with the SEC on February 29, 2024. In addition, our 2019 Plan includes a clawback provision and that provision is retained in the proposed 2024 Plan.

  58. Analysis of Employee Compensation Plan Risks

    Analysis of Employee Compensation Plan Risks The Committee reviewed each employee incentive compensation plan to determine whether the plan includes features that would encourage the manipulation of our reported earnings to enhance the compensation of any employee, and how compensation policies may be used to mitigate risks. In addition to the incentive plans in which the named executive officers participate, we have established incentive plans for certain bank employees that reward performance based on product referrals, business development and profitability as well as long-term incentive awards including stock options and restricted stock awards. The Committee limited its review to these plans, which are the only plans under which the amount payable is based, directly or indirectly, on the Company’s reported earnings. The Committee believes that the features of these incentive compensation plans, either alone or combined with the systems of controls in place, do not encourage unnecessary or excessive risk and do not encourage the manipulation of reported earnings to enhance the compensation of any employee.

  59. Role of Tax Requirements

    Role of Tax Requirements Section 162(m) of the Internal Revenue Code (“Code”) generally places a $1.0 million limit on the amount of compensation a company can deduct in any one year for any "covered employees". Prior to the adoption of the Tax Cuts and Jobs Act (the "TCJA") in 2017, the Code provided an exception to this limit for "qualified performance-based compensation." Except with respect to certain arrangements in place on November 2, 2017, the TCJA repealed this exclusion, and therefore compensation paid to any "covered employees" in excess of $1.0 million generally will no longer be deductible. Prior to the TCJA, the Committee considered, among other things, the impact of the exclusion for "qualified performance-based compensation” when developing and implementing our executive compensation program. While the Committee seeks to preserve tax deductibility in developing and implementing our compensation program, the Committee also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m). The Committee expects it will grant awards and provide for compensation that will not be deductible under Section 162(m) when it believes that such non-deductible arrangements are otherwise in the best interests of the Company and its shareholders. The Committee also intends to continue to provide performance-based compensation, consistent with the Company’s pay-for-performance philosophy. For 2023, approximately $4.6 million of executive pay was not deductible under the TCJA. The employment agreement with our CEO and the change in control agreements with our named executive officers include a Section 280G “net best” provision providing that the amount of any severance payments and benefits that the executive otherwise would be entitled to receive would be reduced to the extent necessary to avoid the excise tax under the Section 4999 of the Internal Revenue Code, but only if such reduction would result in the executive retaining a greater amount of such payments and benefits on an after-tax basis than had no reduction been made. Those agreements also provide that, if any benefit thereunder is subject to Section 409A of the Internal Revenue Code and the executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, commencement of payment of the benefit shall be delayed for six months following the executive’s termination of employment.

  60. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual and long-term compensation of our (i) CEO, (ii) our Chief Financial Officer, and (iii) the three other most highly compensated executive officers who were serving as executive officers at the end of 2023. We refer to these five executives as the "named executive officers."

  61. Summary Compensation Table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Option awards ($) | Non-equity incentive plan compensa-tion ($) | Change in pension value and nonquali-fied deferred compensation earnings ($)(4) | All other compensation ($)(5) | Total ($) | | Richard Smith, President - Chief Executive Officer | 2023 | 989,692 | — | 862,084 | — | 1,056,566 | 138,132 | 51,367 | 3,097,841 | | | 2022 | 934,615 | — | 867,813 | — | 1,365,000 | 14,658 | 61,813 | 3,243,899 | | | 2021 | 825,000 | — | 731,456 | — | 895,000 | 14,856 | 45,292 | 2,511,604 | | Peter Wiese, Executive Vice President — Chief Financial Officer | 2023 | 510,962 | — | 371,831 | — | 439,613 | — | 32,010 | 1,354,416 | | | 2022 | 494,615 | 550,000 | 370,878 | — | — | — | 19,110 | 1,434,603 | | | 2021 | 480,000 | 456,000 | 358,347 | — | — | — | 17,850 | 1,312,197 | | John Fleshood, Executive Vice President — Chief Operating Officer | 2023 | 480,231 | — | 349,420 | — | 413,150 | — | 31,867 | 1,274,668 | | | 2022 | 464,615 | 517,000 | 348,621 | — | — | — | 33,766 | 1,364,002 | | | 2021 | 444,206 | 427,500 | 335,945 | — | — | — | 22,623 | 1,230,274 | | Craig Carney, Executive Vice President — Chief Credit Officer | 2023 | 429,500 | — | 270,948 | — | 369,616 | 54,674 | 41,993 | 1,166,731 | | | 2022 | 414,615 | 462,000 | 270,031 | — | — | 17,641 | 33,445 | 1,197,732 | | | 2021 | 400,000 | 300,000 | 242,690 | — | — | 18,738 | 35,229 | 996,657 | | Daniel Bailey, Executive Vice President — Chief Banking Officer | 2023 | 451,577 | — | 284,070 | — | 387,542 | 254,645 | 36,462 | 1,414,296 | | | 2022 | 432,885 | 489,500 | 286,100 | — | — | — | 33,903 | 1,242,388 | | | 2021 | 400,000 | 300,000 | 242,690 | — | — | — | 31,290 | 973,980 |

  62. Summary Compensation Table

    (1) Reflects cash paid in salary to the named executive officers during the year presented. (2) Reflects cash bonuses earned for performance in the year indicated but paid in the following year. For 2021, a portion of the bonus was paid in RSUs which vested one year from the date of grant as follows:

  63. Summary Compensation Table

    | | Cash ($) | RSUs* ($) | Total ($) | | Richard Smith | 495,000 | 330,000 | 825,000 | | Peter Wiese | 300,000 | 156,000 | 456,000 | | John Fleshood | 300,000 | 127,500 | 427,500 | | Craig Carney | 160,000 | 140,000 | 300,000 | | Daniel Bailey | 160,000 | 140,000 | 300,000 |

  64. Summary Compensation Table

    *Grant value for the RSUs was measured using the 30-day average trading date closing price of $44.15 per share as of February 23, 2022. (3) Includes RSUs and PSUs during the year shown. Our accounting for employee stock-based incentives granted during the years ended December 31, 2023, 2022, and 2021, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) topic 718, Stock Compensation is described in Note 17—Stock Options and Other Equity-Based Incentive Instruments” to the Company’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 29, 2024 (generally multiplying the number of time-based restricted share units granted by the Nasdaq closing price per share on the grant date and number of PSUs granted by the fair value determined by a Monte Carlo simulation). These amounts do not reflect the actual value that may be realized by the named executive officers. Depending on our stock performance, the actual value may be more or less than the amount shown or zero. For actual value received in 2023 for awards granted in previous years, see the table “Option Exercises and Stock Awards Vested During 2023” in this proxy statement. See also “Outstanding Equity Awards at 2023 Fiscal Year End.” PSU value reflects a target payout. At maximum payout under the PSUs, the total value (utilizing the stock price on the grant date) of 2023 stock awards, for Messrs. Smith, Wiese, Fleshood, Carney, and Bailey using the grant date market value ($37.21 per share) would be $1,234,553, $532,475, $500,400, $388,026, and $406,817, respectively. For potential maximum payout for PSUs granted in 2023, see "Grants of Plan-Based Awards for 2023". (4) Reflects the sum of the change in the actuarial value of the executive’s supplemental retirement plan account described on page 62 and any above-market interest earned under the deferred compensation plan described herein, if any, and not cash payments received during the year. The actuarial change in the present value of the executive’s supplemental retirement plan account is determined using interest rate and mortality rate assumptions consistent with those described in TriCo’s financial statements and includes amounts that the executive may not be currently entitled to receive because such amounts are not vested. For 2023, these actuarial present value changes were $123,460, $37,182 and $254,6454 for Messrs. Smith, Carney and Bailey, respectively. For 2022 and 2021, there were no reportable actuarial present value changes as the changes were less than zero. The significant actuarial changes for Messrs. Smith, Carney and Bailey for 2023 were due to decreases in discount rates used in the calculations to determine value. For Messr. Bailey, the change in value was also the result of his continued vesting into the retirement plan. Above-market interest earned on the deferred compensation accounts during 2023 was $14,672 for Mr. Smith and $17,492 for Mr. Carney, respectfully. (5) Reflects the incremental cost to TriCo of other compensation indicated in the following table:

  65. Summary Compensation Table

    | Name | Year | Automobile use or allowance ($) (A) | Life insurance benefits ($) (B) | Personal use of club memberships ($) | ESOP contributions ($) (C) | 401(k) matching contributions ($) (D) | Other Compensation ($) (E) | Total perquisites, other personal benefits and other compensation ($) | | Smith | 2023 | 2,538 | 30,544 | 5,085 | 13,200 | — | — | 51,367 | | Wiese | 2023 | — | 810 | 9,900 | 13,200 | 6,600 | 1,500 | 32,010 | | Fleshood | 2023 | 6,000 | 3,564 | 7,603 | 13,200 | — | 1,500 | 31,867 | | Carney | 2023 | 6,000 | 7,942 | 8,251 | 13,200 | 6,600 | — | 41,993 | | Bailey | 2023 | 12,000 | 2,322 | 840 | 13,200 | 6,600 | 1,500 | 36,462 |

  66. Summary Compensation Table

    (A) Reflects the value attributable to personal use of automobiles provided by TriCo as calculated in accordance with IRS guidelines. (B) Reflects the incremental amount of life insurance benefits provided named executive officer. TriCo provides all full-time employees, including the named executive officers, with life insurance benefits paying lesser of three (3) times the employee’s annual salary or $500,000 to the employee’s beneficiaries. For Messrs. Smith and Carney, also includes split-dollar life insurance. (C) Reflects contributions allocated by TriCo to an executive’s ESOP account. (D) See “- 401(k) below for a discussion of the Company’s 401(k) plan and matching contributions. (E) Includes the contributions by TriCo to an executives health savings account and if applicable, personal use of TriCo provided transportation.

  67. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 TriCo issued RSUs and PSUs to the named executive officers in 2023. TriCo did not issue any stock options to the named executive officers in 2023. The following table presents information concerning plan-based awards granted to each named executive officer in 2023:

  68. Grants of Plan-Based Awards for 2023

    | Name | Grant Date | | | | | | | All other stock awards: number of shares of stock or units (#) | Grant date fair value of stock award ($) | | | | Estimated future payouts under non-equity incentive plan awards (5) | | | Estimated future payouts under equity incentive plan awards (1) | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum ($) | | | | Richard Smith | 6/12/2023 | | | | | | | 13,271 (2) | 493,814(3) | | | 6/12/2023 | | | | 6,636 | 13,271 | 19,907 | | 368,270(4) | | | | 348,250 | 696,500 | 1,542,250 | | | | | | | Peter Wiese | 6/12/2023 | | | | | | | 5,724 (2) | 212,990(3) | | | 6/12/2023 | | | | 2,862 | 5,724 | 8,586 | | 158,841(4) | | | | 141,625 | 283,250 | 643,750 | | | | | | | John Fleshood | 6/12/2023 | | | | | | | 5,379 (2) | 200,153(3) | | | 6/12/2023 | | | | 2,690 | 5,379 | 8,069 | | 149,267(4) | | | | 133,100 | 266,200 | 605,000 | | | | | | | Craig Carney | 6/12/2023 | | | | | | | 4,171 (2) | 155,203(3) | | | 6/12/2023 | | | | 2,086 | 4,171 | 6,257 | | 115,745(4) | | | | 119,075 | 238,150 | 541,250 | | | | | | | Daniel Bailey | 6/12/2023 | | | | | | | 4,373 (2) | 162,719(3) | | | 6/12/2023 | | | | 2,187 | 4,373 | 6,560 | | 121,351(4) | | | | 124,850 | 249,700 | 567,500 | | | | | |

  69. Grants of Plan-Based Awards for 2023

    (1) Reflects PSUs awarded under the 2019 Plan. PSUs will vest with respect to between 0% and 150% of the target number of shares, on the third anniversary of the grant date, based on TriCo’s total shareholder return relative to the KBW Regional Banking Index. (2) Reflects RSUs awarded under the 2019 Plan. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. Dividends accrue without interest with respect to the corresponding number of shares subject to the award. Such dividend equivalents accrue and are converted into additional shares (equal to the fair market value of the Company’s common stock at the time of such dividend). Such additional shares do not vest unless and until the underlying award vests. (3) The fair value for each RSU is equal to closing price of the underlying TriCo common stock as reported on the Nasdaq Global Select Market on the grant date, which was $37.21 per share. (4) The estimated fair values of the PSUs were determined using a per share price of $33.49, which was determined using a Monte-Carlo simulation process of future stock prices of TriCo common stock and the KBW Regional Banking Index in accordance with FASB ASC topic 718, Stock Compensation is described in Note 17 - Stock Options and Other Equity-Based Incentive Instruments" to the Company's consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 29, 2024. (5) Represents the potential range of cash incentive awards payable under our 2023 Executive incentive plan, based on annual base salary. The performance goals and measurements associated with this Plan that generate the awards set forth above are provided in the “2023 Executive Incentive Plan Results” section beginning on page 48.

  70. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information for all equity awards held by the named executive officer as of December 31, 2023.

  71. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($)(1) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market Value of Shares or units of stock that have not vested ($)(2) | Equity incentive plan awards number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not yet vested ($)(4) | | Richard Smith | - | - | - | - | - | 3,670(5) | 157,700 | | | | | | | | | | 4,534(6) | 194,826 | 12,636(7) | 542,969 | | | | | | | | 6,509(8) | 279,692 | 14,095(9) | 605,662 | | | | | | | | 13,612(10) | 584,908 | 19,906(11) | 855,361 | | Peter Wiese | - | - | - | - | - | 1,779(5) | 76,444 | | | | | | | | | | 2,222(6) | 95,479 | 6,190(7) | 265,984 | | | | | | | | 2,782(8) | 119,543 | 6,024(9) | 258,851 | | | | | | | | 5,871(10) | 252,277 | 8,586(11) | 368,940 | | John Fleshood | - | - | - | - | - | 1,586(5) | 68,150 | | | | | | | | | | 2,083(6) | 89,507 | 5,803(7) | 249,355 | | | | | | | | 2,615(8) | 112,367 | 5,662(9) | 243,296 | | | | | | | | 5,517(10) | 237,065 | 8,068(11) | 346,682 | | Craig Carney | - | - | - | - | - | 1,087(5) | 46,708 | | | | | | | | | | 1,505(6) | 64,670 | 4,192(7) | 180,130 | | | | | | | | 2,026(8) | 87,057 | 4,386(9) | 188,466 | | | | | | | | 4,278(10) | 183,826 | 6,256(11) | 268,820 | | Daniel Bailey | - | - | - | - | - | 1,087(5) | 46,708 | | | | | | | | | | 1,505(6) | 64,670 | 4,192(7) | 180,130 | | | | | | | | 2,147(8) | 92,257 | 4,647(9) | 199,682 | | | | | | | | 4,485(10) | 192,720 | 6,559(11) | 281,840 |

  72. Outstanding Equity Awards at 2023 Fiscal Year-End

    (footnotes on following page)

  73. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The exercise price equals the market value on the grant date. | | (2) Indicates the value of shares underlying unvested RSUs based on the closing price of TriCo common stock on December 29, 2023, as reported on the Nasdaq Global Select Market, which was $42.97 per share. | | (3) Indicates the number of shares underlying unvested PSUs that would vest on the vesting date based on the closing price of TriCo common stock on December 29, 2023, as reported on the Nasdaq Global Select Market, which was $42.97 per share. | | (4) Indicates the value of shares underlying unvested PSUs based on the closing price of TriCo common stock on December 29, 2023, as reported on the Nasdaq Global Select Market, which was $42.97 per share. | | (5) The RSUs vests on June 5, 2024. | | (6) The RSUs vest in two equal annual installments on May 27, 2024 and 2025. | | (7) The PSUs vest on May 27, 2024 (assuming certain performance conditions are met). Amounts assume maximum payout in accordance with SEC rules. | | (8) The RSUs vest in three equal annual installments on October 21, 2023, 2024 and 2025. | | (9) The PSUs vest on October 21, 2025 (assuming certain performance conditions are met). Amounts assume maximum payout in accordance with SEC rules. | | (10) The RSUs vest in three equal annual installments on June 12, 2024, 2025 and 2026. | | (11) The PSUs vest on June 12, 2026 (assuming certain performance conditions are met). Amounts assume maximum payout in accordance with SEC rules. |

  74. Option Exercises and Stock Awards Vested During 2023

    Option Exercises and Stock Awards Vested During 2023 The following table presents information about the stock options that were exercised by, and the restricted stock that vested for, each of the named executive officers during 2023.

  75. Option Exercises and Stock Awards Vested During 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Richard Smith | - | - | 18,705 (3) | 750,094 | | | | | 15,962 (4) | 593,946 | | Peter Wiese | - | - | 8,681 (3) | 349,693 | | | | | 7,739 (4) | 287,968 | | John Fleshood | - | - | 7,557 (3) | 301,010 | | | | | 6,901 (4) | 256,786 | | Craig Carney | - | - | 6,455 (3) | 269,089 | | | | | 4,729 (4) | 175,966 | | Daniel Bailey | - | - | 6,555 (3) | 272,257 | | | | | 4,729 (4) | 175,966 |

  76. Option Exercises and Stock Awards Vested During 2023

    (1) The aggregate dollar value realized upon the exercise of an option represents the difference between the market price of the underlying shares on the date of exercise and the exercise price of the option. (2) The aggregate dollar value realized upon the exercise represents the value of the share received upon settlement of a restricted stock unit (time- or performance-based). (3) Represents vested RSUs. (4) Represents vested PSUs.

  77. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our 2005 deferred compensation plan provides our executives with the opportunity to defer all or part of their salaries and bonuses until retirement, termination from employment or death. An executive can defer up to a lifetime maximum of $1.5 million for all deferrals under this plan and our predecessor plan which permitted deferrals from 1987 until 2004. An executive who elects to defer compensation for any year must defer a minimum of $200 per month. The plan permits us to make discretionary contributions to an executive’s account. Each year since the plan’s inception we have credited to each executive’s account a contribution based on our contributions made for the executive under our ESOP for that year. This plan is nonqualified, unsecured and unfunded. For contributions made prior to January 1, 2021, monthly interest is credited to an executive’s account at the rate of 1% plus the annualized average monthly yield of the Moody’s corporate bond yield index for the preceding month. From the time that the executive’s employment with us ends until the benefit is paid, an executive’s account under the plan is credited with interest each month at the annualized average monthly yield of the Moody’s corporate bond yield index for the preceding month. Due to the historic low rates of interest and to minimize future costs, the Board determined to reduce the interest earned on contributions made on or after January 1, 2021 to a rate of 1.5% below the Moody Index with a floor of 0.5%. Executives are immediately 100% vested in their own contributions and in our reoccurring contributions credited to their account. We determine the vesting rate for any discretionary contributions credited to an executive’s account as well as for the interest related to these contributions. If an executive is terminated for cause, our compensation and management succession committee can decide whether the interest credited to the executive’s account with respect to deferrals, our discretionary contributions and our reoccurring contributions are forfeited. The distribution of an executive’s plan benefit in the event of a change of control or other termination is described at “Potential Payments Upon Termination or Change of Control.” Any deferrals made by an executive, our discretionary contributions, our reoccurring contributions credited to the executive’s account prior to January 1, 2005, and the related interest, are governed by a predecessor deferred compensation plan for executives that we adopted in 1987. An executive’s account under the 1987 plan is credited with interest each month at a rate that is 3% higher than the monthly equivalent of the annual yield of the Moody’s average corporate bond yield index for the preceding month, but otherwise the 1987 plan is similar to the 2005 plan in most respects. The following table presents information concerning nonqualified deferred compensation under both plans for each of the named executive officers who are participants in this plan:

  78. Nonqualified Deferred Compensation

    | Name | Executive contributions in 2023 ($) (1) | TriCo contributions in 2023 ($) | Aggregate earnings in 2022 ($)(2) | Aggregate withdrawals/ distributions ($) | Aggregate balance at 2023 year end ($) | | Richard Smith | - | - | 43,710 | - | 613,660 | | Craig Carney | 6,500 | - | 55,874 | - | 813,825 |

  79. Nonqualified Deferred Compensation

    (1) These amounts were included as salary paid to such officer in the summary compensation table on page 56. (2) The following amounts were included in the summary compensation table on page 46 as above-market rates earned under our executive nonqualified deferred compensation plan: Richard Smith, $14,672 and Craig Carney, $17,492. At December 31, 2023, Messrs. Wiese, Fleshood and Bailey were not participants under the deferred compensation plan.

  80. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Change of Control Agreements. Mr. Smith’s employment agreement includes a “double trigger” change of control provision providing (a) if a change of control occurs (as defined in the agreement) and (b) his employment is terminated other than for “cause” (as defined in the agreement) or he terminates employment after a material diminution in his title, duties or responsibilities, a material breach by the employer of the compensation provisions of the agreement, a material breach by the employer of the agreement, or a relocation of his principal location of employment within 24 months after such change of control, then Mr. Smith is entitled to receive a severance payment equal to (a) three times his annual base salary in effect at the time; plus (b) two and half times his most recent target annual bonus; (c) a prorated portion of his annual target bonus for the fiscal year in which his employment is terminated, based on the number of months elapsed prior to his termination; and (d) reimbursement of up to 18 months of COBRA premiums. Mr. Smith’s receipt of these change in control benefits is conditioned on him releasing us and our affiliates from all legal claims. We have also entered into change of control agreements with each of our other named executive officers. The agreements contain a “double trigger” provision, providing (a) if a change of control occurs (as defined in the agreements) and (b) the executive’s employment is terminated other than for “cause” (as defined in the agreements) or the executive terminates employment after a substantial and material negative change in title, compensation or responsibilities, or principal location of employment, in each case, within two years after such change of control, then the executive is entitled to receive a severance payment equal (a) two times the executive’s annual base salary in effect at the time; plus (b) two times the executive's most recent annual bonus target for the fiscal year that immediately precedes the executives termination of employment, plus (c) a prorated portion of the executive’s annual target bonus for the fiscal year in which the executive’s employment is terminated, based on the number of months of service completed for the year which the executive’s employment terminates; and (d) reimbursement of up to 18 months of COBRA premiums. Receipt of the severance benefits are conditioned on the executive releasing us and our affiliates from all legal claims. In addition, the executive agrees to protect and not disclose our trade secrets. If, as a result of a change of control, the executive becomes entitled to any payments which are determined to be subject to Internal Revenue Code Section 280G, then the executive’s benefits will be equal to the greater of (1) the benefit under the change of control agreement (or form Mr. Smith, his employment agreement) reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment” under Internal Revenue Code Section 280G, or (2) the benefit under the change of control agreement (or form Mr. Smith, his employment agreement) after taking into account the amount of the excise tax imposed under Internal Revenue Code Section 280G due to the benefit payment. Upon termination of an executive’s employment or service, a participant will generally have 90 days following termination of employment or service to exercise any vested options. All options which are not exercised prior to 90 days after the date the executive ceases to serve as an employee of TriCo shall be forfeited. If an executive is terminated for cause, all right to exercise vested options terminates on the date of the executive’s termination. Typically, unvested RSUs and PSUs are forfeited upon termination of an executive's employment or service. Upon a change in control, the terms of the stock award agreements, the applicable equity incentive plan and/or the acquisition agreement determine treatment of such unvested stock awards. Nonqualified Deferred Compensation Plans. An executive’s plan benefit is generally payable upon retirement, separation from employment or death. However, if an executive is terminated for cause (as defined in the plan), our compensation and management succession committee can determine in its discretion whether the interest credited to the executive’s account with respect to deferrals and any contributions made by TriCo are forfeited. An executive can also elect in advance to receive a distribution of a plan benefit in the event of a change of control (as defined in the plan). In addition to any advance election to receive a benefit in the event of a change of control, the executive can make an advance election as to the time and form for the benefit distribution after the executive’s separation from employment. In all cases, other than a distribution to satisfy the executive’s severe financial hardship, the executive may elect to receive benefit payments in a lump sum or in annual installments over 5, 10 or 15 years. An executive’s distribution election can be changed in advance of retirement or other separation in accordance with Section 409A of the Code. All distributions under the plan are subject to Section 409A of the Code including, for example, the rule that an employee who is a “specified employee” may not receive a distribution of a benefit until at least 6 months following separation. Supplemental Executive Retirement Plans. Under our 2004 supplemental executive retirement plan, if, following a change of control (as defined in the plan), a participant retires after age 55, is terminated without cause or voluntarily terminates within 24 months, he is entitled to a supplemental retirement benefit. See “Nonqualified Deferred Compensation”. The executive is entitled to a supplemental retirement benefit under the plan without regard to the minimum number of years of service that would be required if retirement or termination had occurred before the change of control. In general, monthly benefit payments begin on the first day of the month after retirement or other termination from employment following a change of control without any reduction for payment of this benefit prior to age 62, as would be the case if the executive had retired or terminated before a change of control. See “Nonqualified Deferred Compensation” for a description of benefits payable not in connection with a change of control. Joint Beneficiary Agreements. In 2003, we entered into joint beneficiary agreements with Messrs. Smith and Carney. Under these agreements, Tri Counties Bank purchased a life insurance policy on the executive’s life and the executive may designate beneficiaries to receive his share of the death proceeds, if any. The value of the benefits that would be received by the executive’s beneficiaries depends on the executive’s age at the time of death, whether the executive was eligible for benefits under our supplemental executive retirement plan, and the cash value of the plan compared to the benefits payable on death. Summary. The amounts listed in the following table are estimated maximum amounts that would have been payable to our named executive officers upon termination of employment in certain circumstances if termination had occurred on December 31, 2023. The actual amounts payable can only be determined when an executive is terminated from TriCo and can be more or

  81. Potential Payments Upon Termination or Change of Control

    less than the amounts shown in the following table, depending on the facts and circumstances actually prevailing at the time of the named executive officers” termination of employment. Our compensation and management succession committee may in its discretion revise, amend or add to the benefits if it deems advisable, subject to applicable law. Thus, the actual amounts payable in certain circumstances could be significantly greater or less than the estimated amounts shown in the following table:

  82. Potential Payments Upon Termination or Change of Control

    | Name | Benefit | Involuntary termination for cause ($) | Involuntary termination not for cause ($) | Retirement or voluntary resignation ($) | Death ($)(6) | Disability ($) | After change in control, involuntary or good reason termination ($) (7) | | Richard Smith | Severance pay(1) | — | 2,686,500 | — | — | — | 4,726,250 | | | Equity award vesting acceleration(2) | — | — | — | — | — | 636,128 | | | Supplemental executive retirement plans(3)(6) | — | 11,342,235 | 11,342,235 | — | 11,342,235 | 11,342,235 | | | Deferred compensation plan(4) | 181,000 | 613,660 | 613,660 | 613,660 | 613,660 | 613,660 | | | Joint beneficiary agreement(5) | — | — | — | 4,660,242 | — | — | | | Total | 181,000 | 14,642,395 | 11,955,895 | 5,273,902 | 11,955,895 | 17,318,273 | | Peter Wiese | Severance pay(1) | — | — | — | — | — | 1,596,500 | | | Equity award vesting acceleration(2) | — | — | — | — | — | 296,015 | | | Total | — | — | — | — | — | 1,892,515 | | John Fleshood | Severance pay(1) | — | — | — | — | — | 1,500,400 | | | Equity award vesting acceleration(2) | — | — | — | — | — | 277,782 | | | Total | — | — | — | — | — | 1,778,182 | | Craig Carney | Severance pay(1) | — | — | — | — | — | 1,342,300 | | | Equity award vesting acceleration(2) | — | — | — | — | — | 206,068 | | | Supplemental executive retirement plans(3) | — | 3,877,944 | 3,877,944 | — | 3,877,944 | 3,877,944 | | | Deferred compensation plan(4) | 354,064 | 813,825 | 813,825 | 813,825 | 813,825 | 813,825 | | | Joint beneficiary agreement(5) | — | — | — | 1,256,053 | — | — | | | Total | 354,064 | 4,691,769 | 4,691,769 | 2,069,878 | 4,691,769 | 6,240,137 | | Daniel Bailey | Severance pay(1) | — | — | — | — | — | 1,407,400 | | | Equity award vesting acceleration(2) | — | — | — | — | — | 210,484 | | | Supplemental executive retirement plans(3) | — | 1,786,373 | 1,053,960 | — | 1,786,373 | 1,786,373 | | | Total | — | 1,786,373 | 1,053,960 | — | 1,786,373 | 3,404,257 |

  83. Potential Payments Upon Termination or Change of Control

    (1) Payment based on annual base salary as of December 31, 2023. For change in control severance, assumes no COBRA reimbursement payments. (2) The value of accelerated equity award vesting represents the value of the accelerated vesting of stock options and PSUs at December 31, 2023. For PSUs, the value of the acceleration benefit is equal to the number of shares earned multiplied by the market value on December 31, 2023. The number of PSUs earned is based on actual performance measured through December 31, 2023; and further pro-rated for the performance period through December 31, 2023, over the full three-year period. The closing price of our common stock on December 29, 2023, was $42.97 per share. Stock option vesting is accelerated following a change of control regardless of an executive’s termination of employment. The vesting of the PSUs would accelerate if the executive is terminated without cause or resigns for good reason following a change of control. (3) Represents an estimate of the present value of the accumulated benefit obligation under our supplemental executive retirement plans as of December 31, 2023, as adjusted to reflect the effect of vesting considerations in the termination situations indicated. (4) The value of the benefits under our deferred compensation plans assumed that the executive received a lump sum payment. Participants are fully vested in amounts deferred and interest earned on such deferrals. In calculating the value of deferred compensation plans in the event of involuntary termination for cause, assumes that our compensation and management succession committee determined that the executive forfeited interest on deferrals and any contributions made by TriCo. (5) Represents the lesser of the difference between death benefit and the cash value of the executive’s life insurance policies and the amount specified in the joint beneficiary agreement as well as potential payments under the supplemental executive retirement plan. Actual amounts could vary based on interpretations of possible set offs among the various agreements in the event of death. (6) In the event any of Messrs. Smith, Carney or Bailey predecease their spouse, their spouse will be entitled to the annual lifetime payment under their SERPs. See “Supplemental Executive Retirement Plan”. (7) Assumes no cut back due to such payment resulting in an “excess parachute payment” under Section 280G of the Code. See “Potential Payments Upon Termination or Change in Control - Change of Control Agreements.” Regardless of the manner in which an executive’s employment terminates, the executive is also generally entitled to receive amounts earned during the executive’s term of employment. Such amounts include, salary earned, annual incentive bonus compensation earned, gains from these exercise of vested stock options, amounts contributed under our 401(k) savings plan and our ESOP, and unused vacation pay.

  84. CEO Pay Ratio

    CEO Pay Ratio The following pay ratio and supporting information compares the annual total compensation of our employees other than our CEO (including full-time, part-time, seasonal and temporary employees) and the annual total compensation of our CEO. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with applicable regulations. For 2023: •The same median employee was used for 2023 as identified for 2022 utilizing annualized base salary, in accordance with SEC rules, with updated relative compensation for the median employee and the CEO to determine the CEO pay ratio: •The annual total compensation of our median employee was $84,873; and •The annual total compensation of our CEO, for purposes of this pay ratio disclosure, was $3,133,005. Based on this information, the ratio of the annual total compensation of our CEO to the median employee was 37:1 compared to 43:1 in the prior year, primarily due to a decrease in short-term cash compensation in 2023 to the CEO as a result of the Company’s 2023 performance compared to 2022. Decisions concerning the compensation of each employee of our company, including our CEO, are based on that employee’s experience, skill, position, and contributions to the Company in furtherance of our customers’ and shareholders’ interests, and the compensation of our CEO and that of our median employee are made irrespective of the compensation of the other. The applicable SEC rules require us to identify a median employee only once every three years, as long as there have been no material changes in our employee population or employee compensation arrangements that we believe would significantly impact the calculation of our CEO Pay Ratio. We will monitor the impact of market pressure on salaries for 2024 to determine if a new median employee should be selected. To determine the pay ratio, we took the following steps: Our median employee was identified in 2022 using our employee population of 1,118 individuals on October 1, 2022. This population consisted of full-time, part-time, seasonal and temporary employees of TriCo and each of its direct and indirect subsidiaries. To identify the median employee in 2022, we compared 2022 base salaries, for all employees, excluding our CEO. We annualized the compensation of any employee who was not an employee of TriCo for the entirety of 2022. As noted earlier, SEC rules allowed us to use the same median employee for 2023 (a full-time, hourly employee). For 2023, we calculated such employee’s annual total compensation in accordance with the requirements of Item402(c)(2)(x) of Regulation S-K. The calculation of the median employee’s annual total compensation pursuant to Item 402(c)(2)(x) includes salary (or wages plus overtime, where applicable), bonus, incentive compensation, and employer matching contributions to the 401(k) Plan and the median employee’s company paid health and welfare benefits. With respect to the CEO, we used the amount reported as total compensation in the Summary Compensation Table included in this proxy statement, plus the value of company paid health and welfare benefits, which are not required to be disclosed in the Summary Compensation Table but which are included for purposes of this pay ratio disclosure in order to present a more complete picture of the median employee’s and CEO’s total compensation. Any adjustments, estimates and assumptions used to calculate total annual compensation are described in footnotes to the Summary Compensation Table, and employer matching contributions to the 401(k). This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the compensation and management succession committee nor our management used our fiscal 2023 CEO to median employee pay ratio in making compensation decisions.

  85. Pay Versus Performance

    Pay Versus Performance The following table provides information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company, as required by Item 402(v) of Regulation S-K. For further information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “2023 Summary of Compensation Decisions” beginning on page 41.

  86. Pay vs Performance Tables for 2020-2023

    Pay vs Performance Tables for 2020-2023

  87. Pay vs Performance Tables for 2020-2023

    | Year | Summary Comp for PEO ($) (1) | Comp Actually Paid to PEO ($) (6) | Average Summary Comp for Non-PEO NEOs ($) (2) | Average Comp Actually Paid to Non-PEO NEOs ($) (6) | Value of Initial Fixed $100 Investment Based on (3): | | Net Income ($) | Return on Average Tangible Common Equity (5) | | | | | | | TSR ($) | Peer Group TSR ($) (4) | | | | 2023 | 3,120,685 | 2,384,373 | 1,301,403 | 940,089 | 115.22 | 108.63 | 117,390,000 | 15.52% | | 2022 | 3,243,899 | 7,593,562 | 1,309,681 | 2,091,885 | 134.99 | 98.38 | 125,419,000 | 16.85% | | 2021 | 2,441,604 | 3,190,091 | 1,128,277 | 1,286,642 | 111.05 | 118.61 | 117,655,000 | 16.50% | | 2020 | 2,833,364 | 3,339,165 | 1,361,521 | 1,104,353 | 89.17 | 87.24 | 64,814,000 | 10.42% |

  88. Pay vs Performance Tables for 2020-2023

    (1) Richard Smith was the Principle Executive Officer (PEO) for each of the years presented. (2) Non-PEO Named Executive Officers (NEOs) consisted of Peter Wiese, John Fleshood, Craig Carney and Dan Bailey for each of the years presented. (3) Assumes $100 invested in our common shares on December 31, 2019 and reinvestment of all dividends. (4) The peer group used by the Company consists of the index used in the Company’s performance graph as required by item 201(e) of Regulation S-K and reported in Part II, item 5 of its annual report on Form 10-K for the fiscal year ended December 31, 2023, named the S&P Western Bank Index. (5) Our Company-Selected Measure is Return on Average Tangible Common Equity, which is a non-GAAP measure (net income, adjusted for tax-affected amortization of intangibles, as a percent of average tangible common equity (average shareholders’ equity, less average tangible assets)). See our reconciliation at Appendix A. (6) Compensation ‘actually paid’ is calculated in accordance with Item 402(v) of Regulation S-K. The tables below sets forth each adjustment made during each year presented in the table to calculate the compensation ‘actually paid’ to our PEO and NEOs during each years presented:

  89. Pay vs Performance Tables for 2020-2023

    | Adjustments to Determine Compensation ‘Actually Paid’ to PEO | 2023 | 2022 | 2021 | 2020 | | Pension Plans | | | | | | Deduction for aggregate change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | (138,132) | (14,658) | (14,856) | (667,023) | | Increase for “Service Cost” for pension plans | 68,694 | 550,415 | 559,097 | 1,387,189 | | Increase for “Prior Service Cost” or “Amendments” for pension plans | — | 2,031,799 | (6,736) | (16,833) | | Equity Awards | | | | | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (862,084) | (867,813) | (731,456) | (736,482) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | | Fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,027,714 | 1,297,649 | 620,036 | 771,030 | | Vest date fair value of awards granted during year that vested during covered year | — | — | — | — | | Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | (242,369) | 1,160,444 | 155,641 | (92,506) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | (590,135) | 191,827 | 166,761 | (139,574) | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | — | — | — | — | | Increase based upon incremental fair value of awards modified during year | — | — | — | — | | Increase based on dividends or other earnings paid during covered year | — | — | — | — | | Total Adjustments | (736,312) | 4,349,663 | 748,487 | 505,801 |

  90. Pay vs Performance Tables for 2020-2023

    | Adjustments to Determine Average Compensation ‘Actually Paid’ to Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Pension Plans | | | | | | Deduction for aggregate change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | (77,330) | (4,410) | (4,685) | (386,643) | | Increase for “Service Cost” for pension plans | 17,153 | 65,896 | 88,476 | 209,453 | | Increase for “Prior Service Cost” or “Amendments” for pension plans | — | 27,300 | (2,132) | (5,083) | | Equity Awards | | | | | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (319,067) | (318,908) | (294,918) | (277,989) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | | Fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 380,355 | 499,495 | 249,994 | 291,030 | | Vest date fair value of awards granted during year that vested during covered year | — | — | — | — | | Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | (141,403) | 446,676 | 57,883 | (34,186) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | (221,022) | 66,154 | 63,746 | (53,750) | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | — | — | — | — | | Increase based upon incremental fair value of awards modified during year | — | — | — | — | | Increase based on dividends or other earnings paid during covered year | — | — | — | — | | Total Adjustments | (361,314) | 782,203 | 158,364 | (257,168) |

  91. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our non-CEO NEOs for the fiscal year ended December 31, 2023:

  92. Pay Versus Performance Tabular List

    | Most Important Performance Measures | | Net income | | Total stockholder return (TSR) | | Return on average tangible common equity | | Pre-tax pre-provision return on average equity | | Efficiency Ratio | | Nonperforming Assets to Total Assets |

  93. Pay Versus Performance Tabular List

    While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay for Performance table. Moreover, as we seek to incentivize long-term performance, the changes in compensation values as reported in the reconciling tables above and identified as “compensation that is actually paid” (as defined by the SEC rules) for any covered year may not specifically align with the company’s performance measures. For descriptions and additional details regarding our most important financial performance and other measures, please see the discussion in our Compensation Discussion and Analysis (CD&A) section beginning on page 39 .

  94. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid (“CAP”) to our PEO as well as the average compensation actually paid to our non-PEO NEOs, with: •The Company’s cumulative TSR and the peer group’s cumulative TSR •The Company’s net income •The Company selected measure, which is the return on average tangible common equity