Hugh Boyle
About Hugh Boyle
Executive Vice President and Chief Credit Officer at Sierra Bancorp/Bank of the Sierra; joined December 14, 2020 . Age 65 as of the 2025 proxy; beneficial ownership of 33,296 shares (0.24% of outstanding), with no stock options . Company performance during his tenure: 2024 Net Income $40,560k and ROAA 1.12%, with five-year TSR value of $121.25 vs peer group $132.44 . Executive compensation is tied to performance via cash bonuses weighted to net income and performance-based restricted stock linked to ROAA/ROE versus peers; hedging/pledging of stock is prohibited, and holding requirements apply to executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Banc of California | Chief Credit Officer and Chief Risk Officer | 2013–2019 | Led credit and enterprise risk at a regional bank; relevant for BSRR’s credit quality and risk oversight |
External Roles
No external board roles disclosed for Boyle in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $415,000 | $435,750 | $441,000 |
| Target Bonus % of Base (max) | 50% (per employment agreement) | 50% (policy unchanged into 2025) | 50% (per employment agreement) |
| Actual Bonus Paid ($) | $196,710 | $210,032 | $232,583 |
| Perquisites and Other ($) | $63,191 (incl. $30,000 moving in 2022; $12,000 car; 401k; restricted dividends) | $38,126 (incl. $12,000 car; 401k; restricted dividends) | $53,037 (incl. $12,000 car; 401k; restricted dividends) |
| Stock Awards ($ grant-date fair value) | $149,965 | $149,937 | $— (no grants in 2024) |
Performance Compensation
2024 Cash Incentive Plan
| Metric | Weighting | Target | Actual | Payout Outcome | Vesting/Payment |
|---|---|---|---|---|---|
| Net Income | 80% | $36.6 million | 110.96% of target | +5.48% uplift to target payout; total payout 105.48% of target for this component | Paid March 2025 after approvals |
| Individual Performance | 20% | Committee-set goals | Fully met | 100% of the discretionary component | Paid March 2025 after approvals |
Equity Incentives and PSU Design
| Grant Year | Award Type | Grant Value | Performance Metric | Targets and Vesting | Vesting Schedule |
|---|---|---|---|---|---|
| 2022 | Restricted Stock (50% time-based; 50% performance-based) | $150,000 (for Boyle) | 3-year average ROE vs peers | 0% below 30th percentile; 100% at 50th percentile; 150% at ≥75th percentile (interpolated) | Time-based vests ratably over 3 years; performance-based at 3-year end |
| 2023 | Restricted Stock (50% time-based; 50% performance-based) | $150,000 (for CFO, CBO, CCO incl. Boyle) | 3-year average ROAA vs peers | 0% below 30th percentile; 100% at 50th percentile; 150% at ≥75th percentile (interpolated) | Time-based vests ratably over 3 years; performance-based at 3-year end |
| 2025 | Restricted Stock (new formula) | 39.6% of base salary (for CCO) | 3-year average ROAA (Target 1.14%) | Performance portion vesting reduced below target; none vests if <50% of target | Time-based vests ratably over 3 years; performance-based at 3-year end |
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 33,296 |
| Ownership % of Outstanding | 0.24% |
| Unvested Restricted Shares at 12/31/2024 | 21,384; market value $618,425 |
| Restricted Shares subject to vesting at 3/24/2025 | 11,221 time-based; 12,651 performance-based |
| Stock Options (exercisable/unexercisable) | None |
| Shares Pledged as Collateral | Prohibited for directors/executives |
| Stock Ownership Guidelines | EVP minimum holding equal to base salary; includes unvested restricted stock; compliance by later of Feb 15, 2027 or three years after hire; must hold vested restricted stock for one year (tax net settlement exceptions allowed) |
| Insider Trading Policy | Blackout periods; prohibition on hedging/short sales |
2024 Vesting Schedule and Realized Value
| Date | Shares Vested | Value Realized on Vesting (aggregate 2024) |
|---|---|---|
| March 1, 2024 | 3,162 | $149,332 total for 2024 |
| November 16, 2024 | 1,325 | $149,332 total for 2024 |
| November 18, 2024 | 1,172 | $149,332 total for 2024 |
| November 19, 2024 | 460 | $149,332 total for 2024 |
Employment Terms
| Term | Detail |
|---|---|
| Title | Executive Vice President and Chief Credit Officer |
| Employment Start | December 14, 2020 |
| Employment Agreement | Effective December 2020; initial three-year term with evergreen one-year renewals; includes noncompetition, non-solicitation, nondisclosure |
| Severance (without cause) | Cash equal to annualized base salary; 12 months health/dental/vision and 50% dependent premium reimbursement |
| Change-in-Control (CIC) Economics | Cash equal to 2x annualized base salary plus maximum eligible bonus; 12 months benefits as above; unvested options and restricted stock accelerate |
| Tax Gross-ups | Explicitly prohibited in CIC arrangements and equity plans (adopted Feb 2024) |
| Hedging/Pledging | Hedging, short sales, and pledging prohibited |
Compensation Peer Group and Benchmarking
- Peer study uses 18 publicly-traded banks (Western states; assets ~$2.2–$7.6B). Compensation targeted to ~50th percentile; Company’s 5-year ROAA/ROE at ~75th/70th percentiles vs peers and assets at ~40th percentile .
- Total Compensation at target levels placed Boyle (CCO) at the 79th percentile (2024 potential); actual 2024 compensation placed him at the 71st percentile vs adjusted peer 2024 data .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($000s) | 35,444 | 43,012 | 33,659 | 34,844 | 40,560 |
| ROAA (%) | 1.22% | 1.29% | 0.97% | 0.94% | 1.12% |
| TSR value ($ per initial $100) | 85.30 | 100.27 | 81.64 | 90.98 | 121.25 |
| Peer Group TSR value ($ per initial $100) | 90.82 | 126.43 | 111.47 | 112.03 | 132.44 |
- Management narrative highlights 2022 earnings/TSR pressure linked partly to deterioration in a single loan relationship; 2024 improvement tied to balance sheet restructure (selling low-yield securities and retiring high-cost borrowings), supporting ROAA expansion .
- Over five years, Company TSR underperformed peer TSR; executive CAP is influenced by stock price and equity awards vesting timing .
Compensation Structure Analysis
- Shift from stock options to restricted stock since 2020 to better align and retain executives; 2023 Plan prohibits repricing and immediate 2023 amendment barred option price reductions/surrenders for lower exercise price awards .
- New 2025 formula ties award size to peer-relative ROAA and allocates a portion to performance-based shares; executives’ ownership/holding requirements introduced in 2024 strengthen alignment .
- No tax gross-ups permitted in CIC or equity plans, a shareholder-friendly practice .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, reducing misalignment risk .
- 5-year TSR underperformance vs peer group suggests investor sensitivity to loan growth volatility; relevant for a CCO’s credit discipline and growth balance .
- 2022 performance impact linked to deterioration of a single significant loan relationship; emphasizes credit risk oversight importance .
Employment Terms Details (Severance and CIC)
| Provision | Multiple/Benefit | Trigger |
|---|---|---|
| Severance (without cause) | 1x base salary; 12 months benefits; 50% dependent premium reimbursement | Company-initiated termination other than automatic terminations |
| Change-in-Control Cash | 2x base salary + maximum eligible bonus | CIC event (as amended) |
| Equity Acceleration | Unvested options/restricted stock vest upon CIC | CIC |
Investment Implications
- Alignment: Significant unvested restricted stock with performance conditions tied to ROAA/ROE vs peers, ownership/holding requirements, and no hedging/pledging improve alignment; pay-for-performance via net income-weighted cash bonuses and performance-based equity is robust .
- Retention/Pressure: 2025 awards under new formula and scheduled vesting through 2026–2028 imply continuing vesting events; one-year post-vesting holding mitigates near-term selling pressure .
- Risk: 2022 credit-related performance impacts underscore execution risk in credit management; sustained 2024 improvement and peer-relative strong ROAA support confidence but TSR underperformance vs peers remains a watch item .
- Governance/Shareholder-Friendly: No CIC tax gross-ups and repricing prohibitions; equity acceleration on CIC may create sale incentives but standard for banking peers .