Albert Berra
About Albert L. Berra
Albert L. “Al” Berra is an 84-year-old independent director of Sierra Bancorp and Bank of the Sierra, serving since formation of the Bank in 1977 and the holding company in 2000 (Class II; term to expire 2025) . A native of Porterville, he is a rancher and retired orthodontist (owner, Berra Farms; sold his orthodontic practice in 2014) with education at UC Berkeley and St. Louis University (dental and orthodontic training), and service in the U.S. Army . He currently chairs the Compensation Committee and serves on the Audit and Nominating & Governance Committees; he is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sierra Bancorp / Bank of the Sierra | Director (Independent) | Director since 1977 (Bank), 2000 (BSRR) | Chair, Compensation; Member, Audit; Member, Nominating & Governance |
| Albert L. Berra, DDS (Porterville) | Owner, Orthodontic Practice | Until sale in 2014 | Local business leadership; healthcare operations |
| Berra Farms | Owner (Rancher) | Ongoing | Agricultural expertise relevant to bank’s ag markets |
| U.S. Army | Service | Prior to practice | Public service background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy for Dr. Berra . |
Board Governance
- Independence: The Board determined all directors (other than the CEO) are independent; Audit, Compensation, and Nominating & Governance Committees are solely independent members .
- Committee assignments for Berra: Compensation (Chair), Audit (member), Nominating & Governance (member) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 8 meetings; Audit met 13x; Compensation 3x; Governance 1x .
- Executive sessions: Directors meet regularly in executive session without management .
- Board structure: Independent Chair separate from CEO; committee system covers risk, audit, compensation, credit, finance/sustainability .
Fixed Compensation
| Component (Director, 2024) | Amount/Policy | Berra 2024 Actual |
|---|---|---|
| Annual cash retainer | $36,750 (all directors) | Included in fees |
| Meeting fees | $1,250 per Board meeting; $1,000 per committee meeting; Chairs +$500/committee meeting; Board Chair +$625/Board meeting | Included in fees |
| Additional retainers | Board Chair $20,000; Vice Chair $10,000; Audit Chair $10,000 | Not applicable (Comp Chair retainer not listed) |
| Fees earned/paid in cash (2024) | — | $77,750 (Berra) |
| All Other Compensation (2024) | Reimburses imputed value/taxes for split-dollar benefit | $10,847 (Berra) |
Performance Compensation
| Equity Award (Non-Employee Directors) | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 Annual Restricted Stock | 2024-11-21 | 1,261 | $39,999 | Vests 2025-11-21 (one-year time-based) |
No performance conditions are attached to director equity grants; awards are time-based (alignment/retention) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Berra |
| Family/board interlocks | Dr. Berra and director Laurence S. Dutto are first cousins (familial tie on the board) |
Expertise & Qualifications
- Small business operator and healthcare professional (retired orthodontist); agricultural operator; deep local market knowledge in Porterville and surrounding ag communities .
- Governance: Chair of Compensation; member of Audit and Governance committees; long-tenured director since formation, bringing institutional knowledge .
- Education: UC Berkeley; St. Louis University (dental/orthodontic training); U.S. Army service .
Equity Ownership
| Ownership Element | Amount/Detail |
|---|---|
| Total beneficial ownership | 274,370 shares (2.16% of outstanding) |
| Options (vested/vesting ≤60 days) | 25,000 shares |
| Unvested director RS (time-based) | 1,261 shares included in footnote |
| Through Berra Investments, LP (GP) | 80,704 shares (sole voting/dispositive) |
| Albert L. Berra, DDS Profit Sharing Plan (trustee) | 22,036 shares (sole voting/dispositive) |
| Estate of spouse (separate property) | 19,093 shares |
| Ownership guidelines | Non-employee directors must own ≥$100,000 in stock; unvested RS counts; compliance window to the later of Feb 15, 2027 or 3 years after appointment; 1-year post-vest holding (net of tax) |
| Compliance indication | With 274,370 beneficially owned shares, Berra clearly meets the $100,000 director ownership guideline threshold |
| Hedging/pledging | Company prohibits hedging and pledging by directors/officers |
Insider Trades
| Date | Transaction | Notes |
|---|---|---|
| 2023-12-14 | Transfer of 11,700 shares to family members | Required Form 4 was filed late on 2024-02-15 (single late Section 16(a) filing noted by the company) |
Employment & Contracts (Director Arrangements)
| Arrangement | Key Terms |
|---|---|
| Director Retirement Plan (for independent directors) | Berra is a participant; combined annual benefit of $50,000 for 10 years upon retirement, disability, or change in control; death benefit of $393,220; liabilities fully accrued |
| Split-dollar life insurance | $400,000 split-dollar benefit approved in Jan 2003 for Berra (from predecessor annuity plan transition); the company reimbursed $10,847 in 2024 for imputed value/taxes related to split-dollar benefits |
| Related banking relationships | Director/officer loans conducted in ordinary course on substantially the same terms as for non-related parties; no more than normal risk/unfavorable features per Board’s opinion |
Compensation Committee (Context for Chair Role)
- Composition (2024): Berra (Chair), Castle, Christenson, Abundis, Tharp; all independent .
- Responsibilities: Oversees incentive and equity plans; CEO evaluation; executive and director pay recommendations; ability to retain independent compensation consultants .
- 2024 activity: Committee met three times; reported reviewing CD&A and recommending inclusion; concluded employee comp does not encourage excessive risk .
Governance Assessment
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Strengths (investor confidence signals)
- Independent status; chairs the Compensation Committee; serves on Audit and Governance committees, indicating trust in his oversight across pay, financial reporting, and nominations .
- Strong ownership alignment: 274,370 shares (2.16%); exceeds director ownership guideline; hedging/pledging prohibited by policy .
- Attendance: Board reports all incumbents met ≥75% attendance in 2024; Board/committee cadence suggests active oversight (e.g., 13 Audit meetings) .
- Director equity uses time-based RS (one-year vest), aligning with shareholders while avoiding option-repricing risk; plan explicitly prohibits options/SAR repricing post-2023 plan adoption .
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Risk Indicators & Red Flags (monitor)
- Section 16(a) compliance lapse: one late Form 4 for a 12/14/2023 family transfer of 11,700 shares (filed 2/15/2024) – minor process/control blemish .
- Familial relationship: First cousin to director Laurence S. Dutto – can raise independence optics; still classified independent under Nasdaq, but monitor for recusal where appropriate .
- Legacy director benefits: Participation in Director Retirement Plan ($50,000/year for 10 years) and split-dollar life insurance ($400,000) may be viewed by some investors as less contemporary board pay design; company offsets related costs and fully accrues liabilities .
- Related-party banking: Company reports director/officer loans on market terms with normal risk; continue to review disclosures for any concentration or preferential treatment changes .
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Overall: Berra’s long-tenured local market and ag/SMB expertise, significant share ownership, and leadership on key committees support board effectiveness. Optics risks include the family tie on the board, legacy retirement/split-dollar benefits, and one late Section 16 filing; none rise to material conflict based on current disclosures but warrant continued monitoring .