SIERRA BANCORP (BSRR)
Sector: Financials
2026 Annual Meeting Analysis
SIERRA BANCORP · Meeting: May 20, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Long-tenured founding director and former CEO with deep banking expertise; BSRR's 3-year price return of +125.3% outperforms the QABA community bank benchmark by +71.7 percentage points, which does not meet the 65-point threshold required to trigger an against vote, and no other policy flags apply.
Current CEO and director since 2015 with strong banking and operational experience; stock performance versus QABA (community bank benchmark) does not trigger the TSR underperformance threshold, and the CEO's compensation is addressed separately under Proposal 3.
Director since December 2020 with 40 years of banking experience including senior roles at Bank of the West and Bank of America; no overboarding, attendance, independence, or TSR flags apply.
Founding Board Chair with decades of governance experience and local business ownership background; BSRR's strong outperformance of the QABA community bank benchmark does not trigger the TSR threshold, and no other policy flags apply.
Director since 2007 with CPA and tax professional background, serving as audit committee financial expert and Risk Committee Chair; no overboarding, attendance, or TSR flags apply.
Director since May 2022 with extensive banking industry recruitment and executive search experience; joined within a timeframe that overlaps with the strong recent stock performance, and no policy flags apply.
All six Class I director nominees receive a FOR vote. BSRR's 3-year price return of +125.3% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index — by +71.7 percentage points, which falls just above the 65-point trigger threshold for companies with strong positive returns, meaning the TSR underperformance trigger does not fire for any director. All directors met the 75% meeting attendance requirement, no overboarding issues were identified, audit committee members possess appropriate financial expertise, and no independence or familial relationship concerns were flagged.
Say on Pay
✓ FORCEO
Kevin J. McPhaill
Total Comp
$1,897,622
Prior Support
N/A
CEO Kevin McPhaill's total reported compensation of $1,897,622 for 2025 is within a reasonable range for a CEO at a community bank with approximately $465 million in market cap and strong financial performance at the 55th percentile of the company's peer group. The pay structure includes meaningful variable components — roughly 35% base salary, 26% annual cash bonus, and 26% stock awards — with both time-based and performance-based restricted stock tied to Return on Average Assets relative to peers, demonstrating a genuine link between pay and performance. The company's financial performance was strong (ROAA at the 59th percentile of peers in 2025, net income of $42.3 million against a $42.0 million target), and the overall incentive design is well-structured with measurable performance conditions, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
1 yrs
Audit Fees
$832,073
Non-Audit Fees
$0
Forvis Mazars is a new auditor for Sierra Bancorp, replacing RSM US LLP for fiscal year 2025, so tenure concerns do not apply; non-audit fees were zero, meaning there is no independence concern from a high non-audit fee ratio, and the firm is a large national firm appropriate for a company of this size.
Overall Assessment
Sierra Bancorp's 2026 annual meeting ballot presents three straightforward proposals: election of six Class I directors, ratification of a newly appointed auditor (Forvis Mazars), and an advisory vote on executive compensation. All proposals receive a FOR vote — the company's stock has significantly outperformed the QABA community bank benchmark over three years, the new auditor has no tenure or fee concerns, and the CEO's compensation is reasonable and meaningfully tied to measurable financial performance metrics.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing