🧾 What This Document Is

This is a preliminary proxy statement (called a PRE 14A) for TriCo Bancshares. Its purpose is to give shareholders the information they need to vote at the upcoming Annual Meeting. Think of it as the company's official "meeting agenda and briefing packet."

👉 Why it matters: If you own stock in TriCo, this document tells you what you're voting on, who you're voting for, and helps you decide how to use your vote. It's a key tool for shareholder democracy.

🏢 What The Company Does

In simple terms, TriCo Bancshares is the parent company of Tri Counties Bank, a community bank based in Chico, California. They provide traditional banking services—like checking accounts, loans, and mortgages—to individuals and businesses, mainly across California.

👉 Why it matters: Understanding their business helps you see if the decisions being proposed (like who should be on the board) make sense for a regional bank facing competition from both big national banks and online fintech companies.

🗳️ The 5 Big Things Shareholders Are Voting On

The Annual Meeting on May 21, 2026, has five main proposals.

Proposal 1: Elect 11 Directors. Shareholders vote to elect the entire board of directors for one-year terms. The company recommends voting FOR all 11 nominees.
Proposal 2: Approve Executive Pay (Advisory). This is a non-binding "say-on-pay" vote. Shareholders get to voice their opinion on whether the top executives' compensation package is fair and well-aligned with company performance. The board recommends a FOR vote.
Proposal 3: Eliminate Cumulative Voting. This is a significant governance change. Currently, shareholders can "bundle" their votes to try and elect a specific director. Eliminating this (which requires a majority of all outstanding shares to approve) would simplify the election process. The board recommends FOR.
Proposal 4: Ratify the Auditor. Shareholders are asked to approve the selection of Baker Tilly US, LLP as the independent accounting firm for 2026. This is a routine but important check on the company's financial oversight. The board recommends FOR.
Proposal 5: Any Other Business. A catch-all for any other valid issues raised at the meeting itself.

💰 Financial & Performance Snapshot

The filing highlights strong performance for 2025:

Net Income: Grew to $121.6 million in 2025, up from $114.9 million in 2024.
Total Assets: $9.8 billion as of December 31, 2025.
Efficiency: Improved their "efficiency ratio" to 57.5% (from 59.1%), meaning they spent less to generate each dollar of revenue—a good sign of operational control.
Dividends: Paid $1.38 per share in cash dividends in 2025, a 4.5% increase from 2024.

👉 Why it matters: These numbers show a growing, efficient bank that's returning more cash to shareholders. The board ties executive compensation directly to achieving this kind of performance.

👥 Meet Your Board Nominees

The company provides detailed bios for all 11 director nominees. Key themes in their backgrounds include:

Deep Banking & Finance Experience: Several former bank CEOs and CFOs.
Local Industry Ties: Leaders in agriculture, real estate, and local business, reflecting the bank's community focus.
Specialized Skills: Experts in technology/cybersecurity (like Kirsten Garen), legal/risk management (Jon Nakamura), and audit (Kimberley Vogel, who qualifies as a "financial expert").
Board Dynamics: Only the CEO, Richard P. Smith, is a non-independent management member. The board is led by an Independent Lead Director, Cory Giese, and ten of the eleven nominees are independent.

⚖️ Governance & Accountability Highlights

The company emphasizes its strong governance practices:

Independent Leadership: Has an empowered Lead Director and independent-led committees.
Majority Vote Policy: Directors who receive more "withhold" votes than "for" votes must submit their resignation.
Director Stock Ownership: Directors must own stock worth 5x their annual retainer within five years.
No "Poison Pill": The company does not have a shareholder rights plan that could prevent a takeover.
Annual Board Evaluations: The board and its committees self-assess annually.

👉 Why it matters: These practices are designed to ensure the board is accountable to shareholders, independent from management, and has skin in the game.

💼 Executive Compensation Structure

While the detailed tables are complex, the "Compensation Discussion and Analysis" explains the philosophy:

Goal: Attract and retain talent by linking pay to company performance and shareholder value.
Structure: Uses a mix of base salary, annual cash bonuses (tied to financial goals), and long-term incentives like stock awards.
Best Practices: Uses an independent consultant, has a clawback policy, and conducts annual pay equity reviews. There are no tax gross-ups for excise taxes.

🔮 What's Next & Strategic Direction

Beyond the immediate votes, the filing signals:

Continued Focus on Operational Efficiency: The improved efficiency ratio is a priority.
Investment in Technology: Highlighting IT/Cybersecurity committee work and digital banking enhancements.
Community Banking Model: The proposals and director skills reinforce a strategy focused on local market knowledge and relationship banking, not just chasing growth at any cost.
Potential Governance Change: The vote on eliminating cumulative voting could reshape future shareholder influence on the board.

⚖️ The Big Picture: Strengths & Risks

👍 Strengths:
- Solid financial performance and growing dividends.
- Board with deep, relevant industry and local market expertise.
- Strong emphasis on shareholder-aligned governance.
- Consistent community focus (CRA "Outstanding" rating).
⚠️ Risks:
- The banking industry faces interest rate volatility and competitive pressures.
- The proposed elimination of cumulative voting could reduce minority shareholder influence.
- Like all banks, it carries credit risk (though it notes its loan loss reserves are above peer average).

🧠 The Analogy

Voting on these proposals is like being part of a co-op's annual meeting. You're not just picking a manager (the CEO); you're electing the board of directors who oversee that manager (Proposal 1), approving their pay plan (Proposal 2), deciding on the rules for how future board elections will run (Proposal 3), and hiring the independent inspector who checks the books (Proposal 4). It's your chance to steer the direction of the organization you co-own.

🧩 Final Takeaway

This proxy is about oversight and direction. You're asked to confirm the leadership team and their pay, while also considering a major rule change that could affect shareholder power in the future. The company's strong recent performance and governance pitch argue for continuity and trust in the current board's strategy.

TRICO BANCSHARES / — PRE 14A Filing