tcbk-20230413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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			TriCo Bancshares 63 Constitution Drive Chico, California 95973 Phone: (530) 898-0300 www.tcbk.com

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT


Date						Thursday, May 18, 2023
Time						2:30 PM, Pacific Time
Record Date						March 31, 2023
Location						DoubleTree Hotel, 2001 Point West Way,
						Sacramento, CA 95815 - California Ballroom, Salon E

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of TriCo Bancshares will be held on Thursday, May 18, 2023, at 2:30 PM Pacific Time for the following purposes:

Items of Business

Proposal 1: Elect 11 directors for terms expiring at the 2024 Annual Meeting of Shareholders. The 11 nominees are listed on page one of the attached proxy statement.

Proposal 2: Approve, on an advisory basis, the compensation of our executives.

Proposal 3: Vote, on an advisory basis, on the frequency of future advisory votes concerning the compensation of our executives.

Proposal 4: Ratify the selection of Moss Adams LLP as our independent registered public accounting firm for 2023.

Proposal 5: Attend to any other business properly presented at the meeting.

We do not know of any other business that will come before the meeting. In order to vote without attending the meeting, you may sign and date the enclosed proxy and voting instruction card and return it in the postage prepaid envelope.

As a shareholder, your vote is important. Whether or not you plan to attend the annual meeting in person, it is important that you vote as soon as possible to ensure that your shares are represented. We request that all shareholders be present at the meeting in person or by proxy to ensure that we have a quorum.

By Order of the Board of Directors,

Michael W. Koehnen

Secretary, TriCo Bancshares

Chico, California

April 14, 2023

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2023

TriCo’s Annual Report on Form 10-K for the period ending December 31, 2022 and the 2023 Proxy Statement are available at https://www.tcbk.com/about/investor-relations.

For more information on how to cast your vote,

please see the Questions and Answers section beginning on page 66.


YOUR VOTE IS IMPORTANT TO TRICO BANCSHARES. Regardless of whether or not you plan to attend the meeting in person, we urge you to vote in favor of each of the proposals as soon as possible.

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Table of Contents


Proposals to be voted on at the annual meeting						1
Proxy statement highlights						3
Board of directors						8
Corporate governance, board nominations and board committees						13
Compensation of directors						24
Ownership of voting securities						27
Information about our executive directors						29
Compensation discussion and analysis						24
Report of the compensation and management succession committee						45
Compensation of named executives						46
Report of the audit committee						63
Independent registered public accounting firm						64
Other information						65
Questions and answers about the annual meeting and voting						66
Appendix A						71

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Proposals to be Voted on at the Annual Meeting

The Board of Directors of TriCo Bancshares ("TriCo" or the "Company") is providing this proxy statement to you in connection with the solicitation of proxies for its annual meeting of shareholders, which will take place at 2:30 p.m., Pacific Time on May 18, 2023, and any adjournments and postponements of the annual meeting, which we refer to collectively as the "meeting." These proxy materials were first made available to shareholders on or about April 14, 2023.

As a shareholder, you are invited to attend the meeting and may vote on the proposals described in this proxy statement. The following is a summary of the proposals that will be presented at the meeting.

1.Election of Directors

Eleven (11) directors will be elected this year for terms expiring at our annual meeting in 2024. Each nominee is currently serving as a director of TriCo. The nominees for election are:


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

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.

We know of no reason why any nominee may be unable to serve as director. If any nominee is unable to serve, the proxy may be voted for the election of such substitute nominee(s) as may be designated by the Board.

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. 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 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.

2.Advisory Vote Concerning Executive Compensation

We are asking our shareholders to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. At the meeting, shareholders will have the opportunity to endorse or not endorse our executive compensation programs through an advisory (nonbinding) vote on the compensation of our named executive officers as disclosed in this proxy statement.

Detailed information about the compensation of our executive officers is included in the sections titled “Compensation of Named Executive Officers” beginning on page 46 and “Compensation Discussion and Analysis,” beginning on page 30. Our executive compensation programs are designed to attract and retain well-qualified executives and to link executive officer compensation to, and to reward executive officers for, the Company’s financial performance and the creation of shareholder value. We believe that our executive compensation programs achieve these objectives.

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The proposal will be adopted if a majority of the shareholders present and voting on the proposal vote in favor of the proposal, assuming the shares voting in favor of the proposal also constitute a majority of the required quorum. As an advisory vote, this proposal is not binding on TriCo. However, our Board of Directors and our compensation and management succession committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding our named executive officers. We expect that the next advisory vote on our executive compensation program will occur at our 2024 annual meeting of shareholders.

The Board recommends a vote FOR the following resolution:

“Resolved, that our shareholders approve, on an advisory basis, the compensation of our Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion disclosed in this proxy statement.”

3.Advisory Vote Concerning the Frequency of Future Advisory Votes on Executive Compensation

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 we are asking shareholders to vote, on an advisory (nonbinding) basis, on how frequently we should hold future advisory votes on our executive compensation. Shareholders may indicate whether they would prefer an advisory vote on our executive compensation once every one, two or three years.

After careful consideration, the Board recommends that future advisory votes on compensation of our named executive officers be held annually. We have sought shareholders’ advisory approval of our executive compensation each year since 2011. Our Board believes that continuing to hold a vote every year is the most appropriate option because it would enable our shareholders to provide us with timely input regarding the compensation of our named executive officers, just as the Board reviews and approves our executive compensation program annually.

The Board will consider the option receiving the highest number of votes (e.g, every one, two or three years) to be our shareholders’ preferred frequency for future advisory votes on our executive compensation. This vote is advisory and therefore not binding. Although the vote is nonbinding, the Board and the compensation and management succession committee value shareholders’ opinions and will consider the outcome of the vote in determining the frequency of future advisory votes on executive compensation.

The Board recommends a vote that future advisory votes on executive compensation be held every ONE YEAR.

4.Ratification of Selection of Independent Registered Public Accounting Firm

Our audit committee has selected the firm of Moss Adams LLP as our independent registered public accounting firm for 2023.

The affirmative vote of a majority of those shareholders present and voting at the meeting will ratify the selection of Moss Adams LLP as our independent registered public accounting firm, assuming the shares voting in favor of the proposal also constitute a majority of the required quorum. If shareholders fail to ratify the appointment of Moss Adams LLP, the audit committee will reconsider whether or not to retain that firm. Even if appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time.

Additional information concerning this proposal can be found at “Independent Registered Public Accounting Firm” on page 64.

The Board recommends a vote FOR the ratification of the selection of

Moss Adams LLP as our independent registered public accounting firm for 2023.

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Your vote is important! Please cast your vote as soon as possible, but, if you vote by Internet or phone, you must vote no later than 11:59 p.m. Eastern Time on May 17, 2023, for Common Stock held directly.


For more information on how to cast your vote, please see the Questions and Answers section beginning on page 66.

PROXY STATEMENT HIGHLIGHTS

Attending the Annual Meeting:

Unlike our last three annual meetings, our annual meeting will be held in person only. Shareholders of record of TriCo Bancshares common stock or authorized representatives of a beneficial holder of TriCo Bancshares Common Stock, or their legal proxy holders, as of the close of business on March 31, 2023, the record date, are entitled to attend the Annual Meeting. The meeting will start at 2:30 p.m. Pacific time on May 18, 2023, at the DoubleTree Hotel, 2001 Point W. Way, Sacramento, CA 95815 in the California Ballroom, Salon E.

Shareholders of our common stock may vote during the meeting. Shareholders may also vote before the date of the meeting using one of the methods provided on the proxy card. We recommend that shareholders vote by mail, internet, or telephone prior to the meeting, even if they plan to attend the meeting in person.

For more information on how to cast your vote,

please see the Questions and Answers section beginning on page 66.

About Our Company

TriCo Bancshares is a bank holding company headquartered in Chico, California. Our common stock is listed on the Nasdaq Stock Market where it trades under the symbol "TCBK".

Through our subsidiary, Tri Counties Bank (the "Bank"), we provide customers Service with Solutions® through our branch network and loan production offices in communities throughout California. The Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATM, online and mobile banking access. Brokerage services are provided by Tri Counties Advisors through affiliation with Raymond James Financial Services, Inc. Visit www.TCBK.com to learn more. The information on our website is not part of this proxy statement.

Corporate Performance Highlights

•Total shareholder returns that exceeded peers and most regional and national banking stock indexes

•Strong capital, liquidity, and asset quality positions

•Record net income of $125.4 million

•$9.9 billion in assets at December 31, 2022, compared to $8.6 billion in assets at December 31, 2021

•Maintained a high level of asset quality with improvement in non-performing assets during the year

•Improved operating efficiency (to 53.0% in 2022 from 53.2% in 2021) amid strong inflationary and competitive pressures

•Continued operational and revenue expansion through the addition of new market leaders across our footprint

•Expanded our presence in the Central Valley of California with the acquisition of Valley Republic Bancorp on March 25, 2022

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•Continued to invest in people, processes, and technology to continuously improve our risk management capabilities and to drive increased efficiencies

Corporate Governance Highlights

Our Board of Directors is committed to strong and effective governance and oversight. Annually, the Board reviews and, as necessary, enhances its practices in relation to Board independence, Board accountability, and Board effectiveness. Below are some highlights of our Board governance program.

Board Independence

•Strong Independent Lead Director: The Board of Directors has an active and empowered Independent Lead Director.

•Substantial Majority of Independent Directors: Ten of our eleven directors being nominated are considered independent under Nasdaq listing standards. The Chief Executive Officer is the only member of management who is nominated for election to the Board of Directors.

•Independent Director-Led Committees: All committees of the Board of Directors are comprised of and chaired by independent directors under Nasdaq rules.

•Executive Sessions: Independent directors meet in executive session as needed at regularly scheduled board and committee meetings.

Board Accountability

•Corporate Culture: Directors review and approve the Code of Business Conduct and Ethics annually.

•Attendance: Directors nominated for election at the annual meeting had a 100% aggregate attendance rate in 2022 for all Board and assigned committee meetings.

•Annual Elections Subject to Majority Vote: Our board has implemented a majority voting policy for uncontested director elections. The policy requires a director receiving more “Withhold” than “For” votes to submit a resignation, which will be considered by the corporate governance and nominating committee.

•Retirement Age: To encourage Board turnover/refreshment, our Bylaws provide that a director shall not stand for re-election at the Annual Meeting if that director will be 75 years or older at the time of election.

•Director Compensation: Director compensation is reviewed and approved annually by the compensation and management succession committee.

•Oversight of Strategy: The Board of Directors oversees the development of our strategic plan each year and receives updates on the implementation of strategic plans throughout the year at regularly scheduled Board meetings. The Board also reviews the risk assessment of the strategic plan.

•Stock Ownership Requirements: Directors are required to own TriCo stock equal in value to three times their annual retainer fee within five years of their Board appointment.

•Oversight of Succession Planning: The Board engages in an annual succession planning review meeting in addition to regular succession planning discussions at the committee level.

•New Board Members: Five of our current eleven directors have been directors of the Company for less than five years.

•Diverse Skills and Experience: Including banking, financial and accounting, digital technology, marketing, regulatory, public company, C-suite, information technology, cyber security, small business, risk management, compliance, and thorough knowledge of the Company's geographic and banking/financial sector markets.

•Commitment to Diversity: The Board has outlined its commitment to diversity in the corporate governance guidelines, see "Board of Directors - Commitment to Diversity" on page 15..

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Board Effectiveness

•Committee Self-Assessments: The Board, and the audit, compensation and management succession, and nominating and corporate governance committees conduct annual evaluations. The Board and Management implement action plans and make adjustments based on directors’ feedback.

•Director Skills and Expertise: The Board annually reviews directors’ skills and expertise to ensure the Board represents a diverse skill set oriented to the historic and emerging needs of our business. In late 2021 and early 2022, the Board added two new directors to further enhance the Board’s skills and expertise. The Board does not consider individual directors to be responsible for particular areas of the Board's focus or specific categories of issues that may come before it. Rather, the Board seeks to assemble a group of directors, that, as a whole, represent a mix of experiences and skills that allows appropriate deliberation of all issues that the Board might be likely to consider.

•Director Education/Training: We maintain a director education program, with director education sessions conducted throughout the year. Directors are also encouraged to attend outside education events and report what they learned to the entire Board.

•Over-boarding Restrictions: All directors are subject to over-boarding restrictions and can serve on no more than three (3) public company boards (including TriCo).

•Strong Corporate Governance Guidelines: The corporate governance guidelines and board committee charters are reviewed annually to maintain strong and sound governance practices.

Executive Compensation Highlights

Strong Best Practices

•Annual review of pay equity practices

•Annual say-on-pay advisory vote

•Robust code of business conduct and ethics

•Pay for performance

•Use of independent compensation consultant which reports directly to the compensation and management succession committee

•No excise tax gross-ups

•No option repricing without shareholder approval

•Stock ownership guidelines for executive officers

•Clawback provisions

•Balanced focus between short and long-term forms of incentive compensation, which are tied to Company performance and shareholder value creation

Environmental, Social and Governance (ESG) Highlights

Overview

We take a comprehensive approach to corporate social responsibility that includes investing in our communities and creating a culture of strong corporate governance and risk management. We believe that this approach enables us to more effectively serve our stockholders, clients, communities, and colleagues.

While our approach to ESG continues to evolve, we are currently focusing on creating value through the following prioritized areas: governance; diversity, equity and inclusion (“DEI”); engaging and empowering employees; and investing in our communities, including affordable housing, direct giving, partnering with small business investment companies, and employee volunteerism. We will continue to evaluate and assess how ESG can be measured and monitored by community financial institutions such as the Company.

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Human Capital / Social Highlights

We believe that a high-performing workforce in an environment that values diverse thought and opinion is the key to sustained success. As such, we continuously seek to attract, develop, and retain an engaged workforce by providing a safe and inclusive environment that values different opinions and beliefs, inspires innovative solutions, and enables people to thrive.

Diversity and Inclusion Initiative

•Continued to foster a Diversity and Inclusion Working Group and engaged with third party consultants to accelerate our efforts and to evaluate opportunities in this area.

•Expanded the ratio of minorities and women in leadership and supervisory roles.

•Advanced minimum wage thresholds and the transparency of eligible compensation ranges.

Employee Engagement

•Competitive health, wellness, and financial benefits programs as well as services that assist employees in maintaining a healthy work-life balance.

•Maintain enhanced talent recruitment, retention, and development strategy through forward-looking career advancement conversations.

•Holistic approach to collecting employee feedback and measuring employee engagement not less than quarterly.

•Committed to ensuring safety of our customers, employees, and the physical security of our banking facilities.

•Quarterly surveying of employees in 2022 for feedback on performance of selected business/operational units.

•Sponsored a number of employees each year to attend nationally recognized post graduate banking school programs.

•Support of volunteerism within our communities throughout the organization, including but not limited to paid time away from normal job duties while volunteering.

For more information about our human capital management practices, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022.

Corporate Social Responsibility - Community Engagement

We have a long history of investing in the financial success and well-being of our communities. We demonstrate this commitment through community involvement, support, and engagement. In 2022 alone, TriCo supported communities by:

•Investing over $49.3 million for the support of affordable housing and provided eight down payment assistance grants totaling over $58,000.

•Donating more than $1.1 million to support more than 360 community-based non-profit and other organizations that help strengthen the communities in which we operate.

•Expanded our commitment to small business investment companies by $10.0 million.

•Encouraging employees to give back to the communities we serve, leading to both monetary contributions and more than 10,000 hours of volunteer service to non-profits, community organizations, schools, and youth programs. 1,118 hours alone were dedicated to providing financial literacy courses in schools and non-profit organizations.

•Conducting a region-wide community food drive with the Salvation Army that collected more than 45,000 pounds of food for those in need during the holiday season.

•Facilitating a total of ten AHEAD and WISH grants for $228,500, four grants totaling $100,000 for the Empowering Black Homeownership program, and four Affordable Housing Program (AHP) awards for $3.2 million. These programs from the Federal Home Loan Bank of San Francisco support non-profits with grants for projects and create affordable housing opportunities for low- and moderate-income families.

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•Winning the Bank On Certification of our MoneySmart Checking product, in order to promote safe and affordable banking services to under-banked individuals.

•Partnering in fire recovery efforts with the Community Housing Improvement Program (CHIP), FannieMae, the North Valley and American Red Cross to bring five additional units of affordable rental housing to Paradise, California. In addition, in the wake of the Mill Fire in Weed, California, TriCo granted seed money to start a fire recovery fund with the United Way of Northern California to assist communities affected by wildfires across nine Northern California counties.

Environmental Highlights

Throughout our daily operations we seek ways to reduce our impact on the environment by eliminating or reducing the use of paper statements and documents where possible.

•We regularly encourage our customers to sign up to receive statements and notices electronically through the use of E-statements and E-notices and to take advantage of our online and mobile banking services.

•We continued to roll out our initiative that will allow for many documents to be signed electronically.

•We encourage our employees to reduce their use of paper documents where possible and to receive tax documents through the use of E-tax forms.

•Our operations center utilizes solar panels to reduce energy use.

•Shareholders are given an opportunity to receive our proxy materials electronically to help us reduce our production, use and delivery of significant quantities of material.

•Our pivot to remote working by a significant portion of our workforce during the pandemic reduced the carbon footprint due to less commuting to and from work. As the pandemic continues to subside, we continue to evaluate our workforce to determine the extent we can continue to offer remote work opportunities as an option to certain employees.

•We are working to phase-out many of our printers and copy machines as the business units adapt to paperless operating processes.

Our Culture

Our values are the foundation and the moral compass for everything we do.

Our values should guide every conversation we have, every decision we make, and every interaction we have with our customers and our fellow employees.

Our values are simple and rely on common sense – just some basic rules to live and work by. The difference is in how we abide by our values and hold each other accountable.

We won’t always be perfect, but we strive to live and work by these every day.

We have five core T.R.I.C.O. values:

•Trust - We strive to earn the trust of our customers and colleagues.

•Respect - We appreciate and value others and treat them kindly.

•Integrity - We act with sincerity and honor the commitments we've made.

•Communication - We are thoughtful and transparent in our communication.

•Opportunity - We look for ways to exceed the expectations of our customers.

Shareholder Alignment and Engagement

Executive management held approximately 49 in-person meetings and 35 virtual shareholder/investor meetings in 2022. Some of the virtual meetings had more than one shareholder present. Feedback from shareholders is important to consider and we value opportunities for engagement.

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BOARD OF DIRECTORS

At the meeting, shareholders will elect 11 directors to serve for terms expiring at TriCo’s 2024 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, which we refer to as the Bank. The directors also serve on committees of the

Board of Directors of the Bank in addition to TriCo Board committees. Age is as of March 31, 2023.

In July 2022, Director Donald J. Amaral passed away following a long battle with cancer. He served on the Board and various committees of the Board (including Chair of the Audit Committee) for over 19 years. His wisdom and humor are greatly missed.


Kirsten E. Garen
Age: 60 Director Since: 2020	Committees: • IT/Cybersecurity (Chair) • CRA	• Audit

From November 2020 to August 2022, Ms. Garen was employed as 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 was a National Association of Corporate Directors fellow from 2016-2017, 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, cybersecurity and risk mitigation as well as her information technology expertise.


Cory W. Giese
Age: 44 Director Since: 2013	Committees: • Risk (Chair) • IT/Cybersecurity	• Nominating and Corporate Governance • Executive

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 at Giese Swany, LLC, a certified public accounting firm in Incline Village, NV. He is also a managing

partner of ERP Rentals, a privately held real estate investment entity.

We nominated Mr. Giese based on his business background and his ties to and familiarity with several of the communities in which we operate.

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John S. A. Hasbrook
Age: 63 Director Since: 2002	Committees: • Nominating and Corporate Governance (Chair) • Compensation and Management Succession	• Audit

Mr. Hasbrook served as Chair of the Bank’s director loan committee prior to its consolidation into the risk committee in February 2020. Mr. Hasbrook was of President of SunWest Wild Rice Co., Inc., Winters, CA a food marketing company from 1987 to September 2021. He is currently President of Hasbrook-Fetter Farms, Inc., Winters, CA, a family-owned farming operation and Vice President, Marketing of SunWest Foods, Inc., Davis, CA, a rice milling and marketing company; he has been involved in such entities since 1989 and 1992, respectively. Mr. Hasbrook

also serves as an advisor to the Santa Clara University Center for Food Innovation and Entrepreneurship.

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 matters) in particular.


Margaret L. Kane
Age: 67 Director Since: 2020	Committees: • CRA (Chair) • IT/Cybersecurity	• Risk

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. 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.


Michael W. Koehnen
Age: 62 Director Since: 2002	Committees: • Risk	• Executive

Mr. Koehnen has been our Vice Chairman since 2010 and Corporate Secretary since 2021. He is an owner and President of C.F. Koehnen & Sons, Inc., Glenn, CA, a fourth-generation family farming and beekeeping company. Mr. Koehnen is also President and owner of Riverwest Processing, Glenn, CA, an almond processing company, and president of several other agricultural-related entities, including Riverwest Processing, 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, climate and 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.

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Anthony L. Leggio
Age: 70 Director Since: 2022			Committees: • Risk • CRA

Mr. Leggio became a director upon our acquisition of Valley Republic Bancorp ("VRB") 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. Prior to serving at Bolthouse Properties, LLC, 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. 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 agriculture and farming, energy production, real estate development, conservation, and financial and investment management. Furthermore, he holds a significant number of shares of the Company, providing prospective on long-term shareholder interests.


Martin A. Mariani
Age: 66 Director Since: 2014	Committees: • Compensation and Management Succession (Chair) • Nominating and Corporate Governance	• Audit • Risk

Mr. Mariani farms almonds and walnuts and is a partner in Mariani Nut Company of Winters, California. He is also a managing member of Monticello Farming Company, Winters, CA and Scribe 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 primarily 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 climate and supply-chain matters.

10 TriCo Bancshares

Tabl e of Conten ts


Thomas C. McGraw
Age: 71 Director Since: 2018	Committees: • CRA • IT/Cybersecurity	• Risk • Executive

Mr. McGraw has been a director since we acquired FNB Bancorp in July 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 April 2002 to July 2018. Furthermore, he was director of FNB Bancorp from 2001 to 2018 and director of First National Bank from 1989 to July 2018. Prior to becoming Chief Executive Officer of FNB Bancorp and First National Bank, he was First National Bank's President from October 2001 until April 2002.

We have nominated Mr. McGraw because of his extensive knowledge of key issues and trends affecting the Company, his extensive knowledge of the San Francisco Bay Area

banking market, FNB's customers acquired in the FNB Merger, 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 prospective on long-term shareholder interests.


Jon Y. Nakamura
Age:

SEC Form DEF 14A filed by TriCo Bancshares