TRICO BANCSHARES (TCBK)
Sector: Financials
2026 Annual Meeting Analysis
TRICO BANCSHARES · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 Directors for Terms Expiring at the 2027 Annual Meeting of Shareholders
No overboarding, strong attendance (97%+ aggregate), relevant IT and cybersecurity expertise, and the TSR underperformance trigger does not apply — TCBK's 3-year return of +38.6% trails the peer group median by only 15.3 percentage points, well below the 65-point threshold required to trigger a No vote for a company with strong positive returns.
Long-serving Independent Lead Director with CPA credentials and clear financial expertise; no overboarding concerns; TSR underperformance trigger does not apply under the 65-point threshold for strong-positive-TSR companies.
Extensive experience in finance, agribusiness, and community banking; no overboarding; attendance above 97%; TSR trigger does not apply.
Deep banking industry expertise and relevant operational experience; no overboarding; strong attendance; TSR trigger does not apply.
The proxy discloses that Mr. Koehnen's son is married to Mr. Smith's daughter, which is a familial relationship to senior management (the CEO); however, the policy flags familial relationships to the CEO most critically when a director is classified as independent but may not be, and the Board has specifically reviewed and affirmed his independence — the children are independent adults not residing in either director's household, and Mr. Koehnen receives no additional compensation for his Secretary role; on balance, no automatic disqualifying flag is triggered under the policy, and the TSR trigger does not apply.
Brings strong legal, real estate, agricultural, and community banking experience; serves on one other public company board (Tejon Ranch, NYSE: TRC), well within the four-board limit; TSR trigger does not apply.
Chairs the Compensation Committee with small-business, financial, and agricultural backgrounds; no overboarding; strong attendance; TSR trigger does not apply.
Former community bank CEO with deep banking industry knowledge; no overboarding; strong attendance; TSR trigger does not apply.
Joined the board in 2022 (approximately four years ago); brings strong legal, compliance, and banking regulatory expertise as Chairs the Risk Committee; no overboarding; TSR trigger does not apply.
CEO and Chairman with over 25 years of banking leadership; as an executive director he is subject to the same TSR trigger as other directors, but the trigger does not apply — the 3-year gap versus the peer group median is only 15.3 percentage points, far below the 65-point threshold for a company with strong positive absolute TSR; no overboarding concerns as he holds only the TriCo board seat.
Certified Public Accountant and designated audit committee financial expert with strong fintech and financial services background; she serves on the board of TriplePoint Venture Growth BDC (TPVG) in addition to TriCo — two public boards total, well within the four-board limit; TSR trigger does not apply.
All 11 director nominees receive a FOR vote. TCBK's 3-year absolute return of +38.6% falls in the strong-positive tier, requiring a 65-percentage-point gap versus the peer group median to trigger a No vote; the actual gap is only 15.3 points, so the performance trigger is not met for any director. No director is overboarded, attendance exceeded 97% in aggregate, all committees are led by independent directors, and relevant skills and financial expertise are well represented across the slate.
Say on Pay
✓ FORCEO
Richard Smith
Total Comp
$2,981,248
Prior Support
95%+%
CEO Richard Smith's total reported compensation of approximately $2.98 million is reasonable for the chief executive of a $1.6 billion market cap community bank, and prior Say on Pay support has consistently exceeded 95% — well above the 70% threshold that would require a response. The pay structure is genuinely performance-linked: roughly 65% of the CEO's target compensation is variable (annual bonus at 70% of salary target plus long-term equity at 90% of salary, split evenly between time-based and performance-based stock awards tied to TSR versus the KBW Regional Banking Index), satisfying the 50-60% variable pay requirement with a meaningful performance condition. Although TCBK's 3-year stock return of +38.6% trails the peer group median (+53.9%) by about 15 percentage points, this gap is modest and does not meet the policy's 65-point underperformance threshold for above-benchmark incentive pay to be considered misaligned; moreover, the company's underlying financial results — net income growing to $121.6 million, improved net interest margin, and an 'Outstanding' CRA rating — support the above-target bonus payouts awarded in 2025.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
$870,250
Non-Audit Fees
$65,250
The non-audit fees (audit-related fees of $65,250) represent approximately 7.5% of total audit fees of $870,250, comfortably below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire — the policy requires confirmed data to vote Against on that basis. Baker Tilly is a large national firm appropriate for a $1.6 billion market cap community bank, and no material financial restatements are noted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 3
Amendment to the Company's Bylaws to Eliminate Cumulative Voting
Cumulative voting is a shareholder protection mechanism that allows minority shareholders — including small individual investors — to concentrate their votes on one or a few director candidates, giving them a meaningful voice in board composition that they would otherwise lack under a straight plurality system. Eliminating it removes a tool that benefits smaller shareholders without providing any offsetting enhancement to shareholder rights. The company's existing governance package already includes a majority-withhold resignation policy and annual director elections, but those features do not fully replace the protection cumulative voting affords to minority investors, particularly at a company where the CEO serves as board Chairman. The policy framework for charter amendments asks whether the change improves or entrenches governance relative to the current baseline — removing cumulative voting is a step backward for minority shareholders, and no compensating structural improvement is offered alongside it.
Overall Assessment
The 2026 TriCo Bancshares ballot presents four proposals: all 11 director nominees receive FOR votes as the TSR underperformance trigger is not met and no governance red flags are identified; auditor Baker Tilly US, LLP is ratified given a clean fee ratio and no restatement concerns; Say on Pay receives a FOR vote supported by a genuinely performance-linked structure and consistently strong shareholder approval; the board's proposal to eliminate cumulative voting receives an AGAINST vote because it removes a minority shareholder protection without providing any offsetting governance improvement.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing