DEF 14A of Plumas Bancorp
Filed Apr 9, 2026 · FY20250001437749-26-011848
Compensation of Directors
Compensation of Directors The table below summarizes the compensation paid by the Company to non-employee directors for the year ended December 31, 2025. Andrew Ryback, the Company’s President and Chief Executive Officer, received no additional compensation for his service on the Board.
Compensation of Directors
| Director Compensation Table | | | | | | | | | Name | Fees Earned or Paid in Cash (1) | Stock Awards | Option Awards (2) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation (3) | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Michonne R. Ascuaga | $48,000 | $0 | $0 | N/A | N/A | $480 | $48,480 | | Steven M. Coldani | $53,400 | $0 | $0 | N/A | N/A | $480 | $53,880 | | Kevin Foster (4) | $44,000 | $0 | $0 | N/A | N/A | $440 | $44,440 | | Richard F. Kenny | $48,000 | $0 | $0 | N/A | N/A | $480 | $48,480 | | Robert J. McClintock | $53,400 | $0 | $0 | N/A | N/A | $480 | $53,880 | | Heidi S. O’Gara | $48,000 | $0 | $0 | N/A | N/A | $480 | $48,480 | | Sushil A. Patel | $48,000 | $0 | $0 | N/A | N/A | $480 | $48,480 | | Kenneth E. Robison (5) | $24,000 | $0 | $0 | N/A | N/A | $240 | $24,240 | | Daniel E. West | $58,500 | $0 | $0 | N/A | N/A | $480 | $58,980 |
Compensation of Directors
| (1) During 2025, non-employee directors received a monthly fee of $4,000. The Audit & Risk Committee and Loan Committee chairs each received $4,450 per month. The Board Chair received $4,875 per month. |
Compensation of Directors
| (2) As of December 31, 2025, the non-employee directors held exercisable options to purchase shares of common stock in the following amounts: Ms. Ascuaga, 6,280 shares; Mr. Coldani, 8,780 shares; Mr. Foster, 0 shares; Mr. Kenny, 4,617 shares; Mr. McClintock, 5,600 shares; Ms. O’Gara, 6,280 shares; Mr. Patel, 0 shares; Mr. Robison, 0 shares; and Mr. West, 8,780 shares. |
Compensation of Directors
| (3) Each director is provided a $40 per month allowance for purchase of an electronic device to access board materials. |
Compensation of Directors
| (4) Mr. Foster joined the Board of Directors on January 15, 2025. |
Compensation of Directors
| (5) Mr. Robison joined the Board of Directors on July 1, 2025. |
Compensation of Executives
| Summary Compensation Table | | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation (3) | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Andrew J. Ryback, President and CEO of the Company and Plumas Bank | 2025 | $537,938 | $0 | $0 | $0 | $388,364 | $0 | $26,111 | $952,413 | | | 2024 | $522,500 | $0 | $0 | $44,400 | $284,963 | $0 | $15,468 | $867,331 | | Richard L. Belstock, EVP and CFO of the Company and Plumas Bank | 2025 | $318,625 | $0 | $0 | $0 | $161,222 | $0 | $15,093 | $494,940 | | | 2024 | $307,500 | $0 | $0 | $31,450 | $122,444 | $0 | $14,944 | $476,338 | | Jeffrey T. Moore, Former EVP and Chief Credit Officer of Plumas Bank | 2025 | $299,063 | $0 | $0 | $0 | $134,335 | $0 | $38,883 | $472,281 | | | 2024 | $289,250 | $0 | $0 | $31,450 | $115,617 | $0 | $12,729 | $449,046 |
Pay Versus Performance
Pay Versus Performance The following table provides information about the compensation paid to our principal executive officer (“PEO”), who is our CEO, and our other named executive officers (“NEOs”), the performance of the Company’s common stock and our net income.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (in thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $952,413 | $910,314 | $483,610 | $453,285 | $129.47 | $29,617 | | 2024 | $867,331 | $900,387 | $463,180 | $462,692 | $133.17 | $28,619 | | 2023 | $740,274 | $765,574 | $401,285 | $397,303 | $114.31 | $29,776 |
Pay Versus Performance
| (1) Andrew J. Ryback was our Chief Executive Officer and President and our remaining NEOs were Richard L. Belstock, Chief Financial Officer, and Jeffrey T. Moore, Chief Credit Officer. |
Pay Versus Performance
| (2) “Compensation actually paid” to executive officers in columns (c) and (e) is adjusted in accordance with Item 402(v) of SEC Regulation S-K and does not reflect all compensation actually earned, received, or realized by our executive officers, including with respect to equity awards. These adjustments for equity awards are described in the following tables: |
Pay Versus Performance
| 2026 Proxy Statement | 37 |
Pay Versus Performance
| Adjustments to Determine Compensation “Actually Paid” for PEO | 2025 | 2024 | 2023 | | Deduction for Amounts Reported under the “Option Awards” Column in the Summary Compensation Table | $0 | $(44,400) | $0 | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $0 | $48,096 | $0 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $(27,581) | $30,888 | $32,640 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $(14,518) | $(3,552) | $(9,364) | | Total Adjustments | $(42,099) | $33,056 | $25,299 |
Pay Versus Performance
| (3) The following table sets forth the adjustments made during each year represented in the PVP Table to arrive at compensation “actually paid” to our non-PEO NEOs during each of the years in question: |
Pay Versus Performance
| Average of Adjustments to Determine Compensation “Actually Paid” for Other NEO | 2025 | 2024 | 2023 | | Deduction for Amounts Reported under the “Option Awards” Column in the Summary Compensation Table | $0 | $(31,450) | $0 | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $0 | $27,229 | $0 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $(19,536) | $21,879 | $23,120 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $(10,788) | $(2,516) | $(6,222) | | Total Adjustments | $(30,325) | $17,166 | $18,922 |
Pay Versus Performance
| As shown in the chart, the PEO’s compensation actually paid (“CAP”) increased by 1% and the other NEOs’ CAP decreased by 6% in 2025. Total Shareholder Return declined by 3% from 2024 to 2025. | | | As shown in the chart, the Company’s net income declined slightly in 2024 but increased in 2025, despite significant nonrecurring costs related to the acquisition of Cornerstone Community Bancorp. The PEO and other NEOs’ CAP reflects actual incentive earned under the incentive plans and the biannual granting of option awards. The Company’s incentive payments are tied to the Company’s financial performance. | |
Pay Versus Performance
| 38 | |
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control CEO Employment Agreement. On December 16, 2021, the Company and its subsidiary, Plumas Bank, entered into an Employment Agreement (the “Employment Agreement”) with Andrew J. Ryback, who is the President and Chief Executive Officer of the Company and the Bank. The Employment Agreement had an initial term of three years and now automatically renews each year unless either party elects to terminate it prior to renewal. The Employment Agreement provides that Mr. Ryback will continue to serve as the President and Chief Executive Officer of the Company and the Bank and will receive an annual base salary of $382,000, subject to annual review for increase but not decrease. Mr. Ryback’s annual base salary was increased to $537,938 as of January 1, 2025. He has the opportunity to earn an annual bonus and will participate in any annual incentive compensation program established by the Board, the Company’s equity incentive plans and such other benefit programs of the Company and the Bank available to executive employees generally. He receives an automobile allowance or use of a car owned by the Company. If Mr. Ryback’s employment is terminated without “Cause” or if he terminates his employment for “Good Reason” (in each case, as defined in the Employment Agreement), then he will be entitled to receive payments equal to one and a half (1.5) times his annual base salary and reimbursement of COBRA expenses for up to 18 months. If Mr. Ryback’s employment is terminated for Cause or for his death, disability or resignation without Good Reason, he will not be entitled to any severance compensation. If Mr. Ryback’s employment is terminated without Cause or if he terminates his employment for Good Reason, in either case within six months before or 24 months after a “Change in Control” (as defined in the Employment Agreement), he will be entitled to receive the following severance compensation in lieu of other severance benefits under the Employment Agreement: (1) two and a half (2.5) times his annual base salary, (2) his bonus for the year prior to his termination if not previously paid, (3) a prorated portion of his target bonus for the year in which his termination occurs, based on the number of months elapsed prior to his termination, and (4) reimbursement of up to 18 months of COBRA premiums. Receipt of the severance benefits is conditioned on Mr. Ryback releasing the Company and its affiliates from all legal claims. In addition, Mr. Ryback agrees to protect the Company’s trade secrets and confidential information and, for a period of 18 months following his termination, that he will not induce employees to leave the Company’s employment or use confidential information to solicit the Company’s customers. The Employment Agreement provides that if Mr. Ryback becomes entitled to any payments, benefits, or distributions from the Company or the Bank that would be subject to Section 280G of the Internal Revenue Code or any corresponding provisions of state or local excise tax law, then such payments, benefits, or distributions will be reduced to the extent the reduction would place Mr. Ryback in a better after-tax position.
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
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Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
In addition, any incentive compensation paid to Mr. Ryback is subject to potential clawback as required by any applicable law, government regulation, stock exchange listing requirement or the Company’s policies adopted pursuant to such laws or requirements. Executive Change in Control Agreements. The Company has entered into change in control agreements with each of Richard Belstock, Executive Vice President and Chief Financial Officer, Aaron Boigon, Executive Vice President and Chief Information Officer, Jeffrey Moore, Executive Vice President and Chief Credit Officer, Matthew Moseley, Executive Vice President and Regional President, and Jack Prescott, Executive Vice President and Chief Banking Officer. Each change in control agreement provides that in the event the Company or the Bank terminates the executive without “cause” or the executive voluntarily terminates his or her employment for “good reason” within 24 months following a “change in control” (in each case, as defined in the change in control agreement), then the executive shall be entitled to receive (1) a lump sum payment in the amount equal to the sum of (a) an amount equal to 18 months’ salary, based on executive’s annual base salary in effect as of immediately before the change in control, (b) to the extent not previously paid, the executive’s annual incentive bonus for the calendar year ending immediately prior to the date that the executive’s employment terminates and (c) a prorated (based on the number of days of service completed for the fiscal year in which the executive’s employment terminates) portion of the executive’s average cash bonus over the preceding three fiscal years and (2) reimbursement for the costs of COBRA insurance premiums for up to 18 months, in each case subject to the executive executing a release of claims in favor of the Company, the Bank and their successors. The benefit to which an executive is entitled under his or her change in control agreement may be reduced to avoid the application of federal excise taxes under Section 280G of the Internal Revenue Code. In addition, each executive agrees to not misappropriate the Company’s or the Bank’s trade secrets by diverting business or soliciting the employees of the Company or the Bank for a period of 12 months following the Executive’s termination of employment. Each change in control agreement provides for an initial term ending on December 31, 2028 with automatic, successive one-year renewal periods unless the Company or the Bank notifies the executive of an intent to terminate the agreement at least 60 days prior to the end of the then-current term, provided that if there has been a public announcement of a transaction that is intended to or would reasonably be expected to result in a change in control prior to the end of the then-current term, the change in control agreement shall renew for an additional year regardless of whether a notice of termination has been provided, provided further, if the change in control agreement continues to be in effect upon a change in control, the term of the change in control agreement shall terminate on the second anniversary of the closing date of such change in control. Salary Continuation Agreements. The Board considers providing significant post-employment benefits in the form of salary continuation benefits to our executives as an important long-term component of their total executive compensation to reward them for their service and loyalty to the Company. These post- employment benefits also help the Company retain executives because the benefits are subject to vesting over a period of years.
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
| 2026 Proxy Statement | 41 |
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
In 2005, the Company entered into a salary continuation agreement with Mr. Ryback, which was subsequently amended, most recently on February 1, 2022. The agreement provides Mr. Ryback with annual post-retirement salary continuation benefits of up to $140,000 for 15 years after retirement at age 65. If Mr. Ryback terminates employment with the Company for a reason other than death or disability prior to the retirement age of 65, he or his beneficiary will be entitled to salary continuation benefits at a reduced amount depending on the length of service with the Company. The vesting of salary continuation benefits for Mr. Ryback occurs at a rate that provides for a 90% vesting at age 60 and 2% per year for the following five years of service. In the event of disability wherein Mr. Ryback does not continue employment with the Company, he is entitled to salary continuation benefits, at a reduced amount depending on the length of service with the Company, beginning at age 65 or on the date on which he is no longer entitled to disability benefits under the Company’s group disability insurance, whichever is earlier. If Mr. Ryback’s employment terminates within a period of 24 months after a change in control of the Company, the unvested portion of his salary continuation benefits would vest and the payment of the salary continuation benefits would begin the month following the month of termination, subject to the reduction of benefits if the benefits result in a limitation of deductibility of such benefits for the Company under Section 280G of the Internal Revenue Code. Mr. Ryback’s continuation benefits are informally funded by single premium life insurance policies with Mr. Ryback as the insured party and the Company as the beneficiary of the policies. The Company has entered into a split dollar agreement with Mr. Ryback in which the Company agrees to divide the net death proceeds of life insurance policies on Mr. Ryback’s life with Mr. Ryback’s beneficiary. However, Mr. Ryback’s rights or interests in the split dollar policies no longer exist once he ceases to be employed by the Company for any reason whatsoever prior to normal retirement age, provided that he has received or had the opportunity to receive any benefit under his executive salary continuation agreement. The Company has agreed to pay the taxes on the imputed income on the life insurance benefit provided to Mr. Ryback under the split dollar agreement. In 2016, the Company entered into a salary continuation agreement with Mr. Belstock which was subsequently amended, most recently on February 1, 2022. As amended, the agreement provides Mr. Belstock with annual post-retirement salary continuation benefits of up to $88,500 for 10 years, subject to his continuous employment through March 31, 2026. If Mr. Belstock terminates employment with the Company for a reason other than a change in control prior to the retirement date of March 31, 2026, he will be entitled to salary continuation benefits at a reduced amount depending on the length of service with the Company. In the event that Mr. Belstock terminates his employment with the Company or its successor within a period of 24 months after a change in control, he is entitled to the full vesting of their salary continuation payments and the payment of the salary continuation benefits beginning with the month following the month of termination, subject to the reduction of benefits if the benefits result in a limitation of deductibility of such benefits for the Company under Section 280G of the Internal Revenue Code.
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
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Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table shows all outstanding option awards held by the named executive officers as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | (a) | (b) | (c) | (d) | (e) | (f) | | Andrew J. Ryback | 4,200(2) | 4,800 (2) | N/A | $31.00 | 08/16/2032 | | | 960 (3) | 3,840 (3) | N/A | $34.07 | 02/21/2034 | | Richard L. Belstock | 2,100 (1) | 0 (1) | N/A | $21.45 | 10/21/2027 | | | 5,100 (2) | 3,400 (2) | N/A | $31.00 | 08/16/2032 | | | 680 (3) | 2,720 (3) | N/A | $34.07 | 02/21/2034 | | Jeffrey T. Moore | 135 (2) | 4,965 (2) | N/A | $31.00 | 08/16/2032 | | | 0 (3) | 680 (3) | N/A | $34.07 | 02/21/2034 |
Outstanding Equity Awards as of December 31, 2025
| (1) Options were granted 10/21/2019, have an eight-year life and vest 25% per year beginning 10/21/2020. |
Outstanding Equity Awards as of December 31, 2025
| (2) Options were granted 08/16/2022, have a ten-year life and vest 20% per year beginning 08/16/2023. |
Outstanding Equity Awards as of December 31, 2025
| (3) Options were granted 02/21/2024, have a ten-year life and vest 20% per year beginning 02/21/2025. |
Outstanding Equity Awards as of December 31, 2025
There were no other outstanding stock awards held by any of the NEOs as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| 2026 Proxy Statement | 43 |