Ermina Karim

About Ermina Karim

Independent Class II director of Sierra Bancorp (BSRR); age 51; first elected May 25, 2022, with current term expiring at the 2025 Annual Meeting and nominated to continue as a Class II director to serve until 2027 . Serves on the Risk, Nominating & Governance, and Credit Committees; not a committee chair . Background spans journalism, finance, and civic leadership, including roles as reporter/editor, Vice President of Equity Capital Markets (Credit Suisse), and CEO of the San Luis Obispo Chamber of Commerce; B.S. in Journalism & Economics (Northwestern University) . The Board has determined she is an independent director under Nasdaq rules; all incumbent directors attended at least 75% of Board/committee meetings in 2024, and Ms. Karim attended the 2024 Annual Meeting (virtual) .

Past Roles

External Roles

Board Governance

• Independence: Independent under Nasdaq rules; Board committees (Audit, Compensation, Nominating & Governance) comprised solely of independent directors; Risk and Credit include independent directors (Karim) and also include select non-independent members where applicable .
• Committees: Risk; Nominating & Governance; Credit; not a chair .
• Attendance/Engagement: All directors met the ≥75% attendance threshold across Board and assigned committees in 2024; Karim attended the 2024 Annual Meeting .
• Executive Sessions: Board meets regularly in executive session without management .
• Board Structure: Independent Chair separate from CEO; staggered two-class board; Karim is Class II, up for election in 2025 to serve until 2027 .

Fixed Compensation

• 2024 Director Compensation Structure (policy)
  • Annual retainer: $36,750; Board meeting fee: $1,250 per meeting; committee meeting fee: $1,000 per meeting; Board Chair +$20,000 retainer and +$625 per Board meeting; Vice Chair +$10,000; Audit Chair +$10,000; committee chairs +$500 per committee meeting .
• 2024 Actual – Ermina Karim
  • Fees earned/paid in cash: $70,500 .
  • Notes: Director compensation policy per above; individual totals reflect actual meeting load/roles .

Performance Compensation

• 2024 Equity Grant (non-employee directors)
  • Grant: 1,261 restricted shares to each independent director on November 21, 2024 at grant-date value $31.72; total grant-date fair value $39,999; vests on November 21, 2025; time-based only (no performance condition) .
• Holding/Ownership Rules (Board)
  • Stock ownership guideline: Non-employee directors must own at least $100,000 in stock; compliance deadline is the later of February 15, 2027 or three years post-appointment; unvested RS is counted at grant value .
  • Post-vest holding: Must hold vested restricted shares for one year (net of shares to cover taxes/10b5-1) .
  • Hedging/Pledging: Hedging and pledging of company stock prohibited for directors and executive officers .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets: VP, Equity Capital Markets (Credit Suisse) — valuable for bank funding/market signaling .
• Risk/credit oversight: Assignments to Risk and Credit Committees align with lending and governance experience .
• Community/economic development: Leadership at SLO Chamber; roles at Cal Poly LED Council and REACH .
• Education: B.S., Journalism & Economics, Northwestern University .
• Recognition: “Top 20 Under 40” (San Luis Obispo Tribune), “40 Under 40” and “Top Women in Business” (Pacific Coast Business Times) .

Equity Ownership

Note: Compliance status vs. the $100,000 guideline is measured per policy at purchase/adoption/grant values; the indicative market value above uses the 12/31/2024 closing price for context only .

Insider Trades

Governance Assessment

• Strengths

  • Independence and multi-committee service (Risk, Credit, Nominating & Governance) support robust risk and governance oversight .
  • Attendance and engagement appear strong (≥75% threshold met by all; attended 2024 Annual Meeting); Board regularly holds executive sessions .
  • Ownership alignment: Beneficial ownership reported; RSU grants plus Board ownership policy/holding period and anti-hedging/pledging provisions enhance alignment .
  • No related-party red flags disclosed; Board affirms independence; any director/officer loans made on market terms with no unfavorable features in the Board’s opinion .

• Watch items

  • Industry overlap: Current/prior mortgage-lending role (Guaranteed Rate) overlaps with the Bank’s mortgage activities; no specific related-party transactions disclosed, but remain attentive to recusals and conflict screening .
  • Director equity grants are time-based (not performance-conditioned); while standard for directors, investors may prefer longer vesting or deferred stock units to further strengthen long-term alignment .

• RED FLAGS

  • None disclosed specific to Ms. Karim (no Section 16(a) issues, no related-party transactions flagged, independence affirmed) .

Board Governance (detail snapshot)

Director Compensation (2024)

Other Directorships & Interlocks (public companies)