TriCo Bancshares (TCBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to elect 11 directors, approve executive compensation, and ratify Moss Adams LLP as auditor.

• Net income for 2024 was $114.9 million, with $9.7 billion in assets and a $1.32 per share dividend, a 10% increase from 2023.

• Board and management emphasize strong governance, risk management, and community engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, an advisory say-on-pay for executive compensation, and ratification of Moss Adams LLP as independent auditor.

• Cumulative voting is permitted for director elections; majority withhold policy applies.

• Shareholder proposals and nominations for 2026 must comply with bylaw notice requirements.

Board of directors and corporate governance

• Ten of eleven directors are independent; board diversity in gender, ethnicity, and skills is highlighted.

• Board committees include audit, compensation, nominating/governance, risk, IT/cybersecurity, and CRA.

• Annual board and committee self-assessments, director education, and over-boarding restrictions in place.

• Stock ownership guidelines require directors to hold stock equal to three times their annual retainer.