James Holly
About James C. Holly
James C. Holly is a founding director and Vice Chairman of Sierra Bancorp and Bank of the Sierra. He previously served as President and CEO from their formations (Bank of the Sierra in 1977; Sierra Bancorp in 2000) until January 1, 2014, remained CEO until retiring March 31, 2015, and became Vice Chairman on April 1, 2015 . He holds a BBA and MBA from the University of Wisconsin and is a graduate of the Southwestern Graduate School of Banking at SMU; he began his career at United California Bank (now Wells Fargo) and also served as a commissioned U.S. Army Armor officer . As of March 24, 2025, he is 84 years old and has been a director of Sierra Bancorp since 2000 (Bank director since 1977) . He currently serves on the Finance & Sustainability Committee and the Credit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of the Sierra | President & CEO | 1977–Jan 1, 2014; CEO until Mar 31, 2015 | Founding executive; led lending/operations and financial management . |
| Sierra Bancorp | President & CEO | 2000–Jan 1, 2014; CEO until Mar 31, 2015 | Founding CEO; appointed Vice Chairman Apr 1, 2015 . |
| United California Bank (now Wells Fargo) | Branch Manager | 10 years (dates not specified) | Early-career operating and branch leadership experience . |
| U.S. Army | Commissioned Officer (Armor) | Not disclosed | Leadership and discipline background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sequoia Parks Conservancy | Director | Current (not dated) | Philanthropic/educational organization director . |
| River Island Country Club | Director | Current (not dated) | Club directorship . |
- No other public company directorships are disclosed for Mr. Holly in the latest proxy .
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq; Mr. Holly is classified as independent but, as a former executive, he is not appointed to the Audit, Nominating & Governance, or Compensation Committees .
- Committees and engagement:
- Finance & Sustainability Committee – Member; met 4 times in 2024; oversees interest rate, liquidity, capital, investment parameters, and ESG risk guidelines .
- Credit Committee – Member; met 6 times in 2024; oversees credit policy, asset quality, ACL/provision approvals, and credit-related actions .
- Attendance: The Board held 8 meetings in 2024; each incumbent director attended at least 75% of combined Board and relevant committee meetings (individual rates not disclosed) .
- Executive sessions: Directors meet regularly in executive session without management present .
- Leadership role: Vice Chairman of the Board since April 1, 2015 .
Fixed Compensation
| Component (2024) | Amount/Terms | Source |
|---|---|---|
| Fees Earned or Paid in Cash (Holly) | $78,500 | |
| Annual Cash Retainer (all directors) | $36,750 | |
| Per-Meeting Fees | $1,250 per Board meeting; $1,000 per committee meeting; Board Chair +$625 per Board meeting; Committee Chairs +$500 per committee meeting | |
| Additional Retainers | Board Chair: $20,000; Vice Chair: $10,000; Audit Chair: $10,000 | |
| All Other Compensation (Holly) | $0 |
- Director compensation structure is cash plus time-based restricted stock; a 2021 external review by Pearl Meyer informs ongoing updates; director retirement plan exists but current plan participants are Tharp and Berra, not Holly .
Performance Compensation
| Equity Vehicle | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Holly) | Nov 21, 2024 | 1,261 | $39,999 | Vests Nov 21, 2025 (one-year) | Same grant to each independent director at $31.72/share . |
- Program design: Since August 2020, the company shifted director/executive long-term incentives from stock options to restricted stock to better align with shareholders and enhance retention; new holding requirements adopted in Feb 2024 (see Ownership) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public-company interlocks disclosed for Holly . |
Expertise & Qualifications
- Leadership/operating expertise from decades as founding CEO, with deep understanding of lending, operations, and financial management; extensive local economic knowledge and banking network .
- Academic credentials in business (BBA, MBA) and graduate banking program (SMU) .
- Former commissioned military officer (Armor) .
Equity Ownership
| Item (as of Mar 24, 2025) | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned (Holly) | 353,064 shares | Includes 1,261 restricted stock unvested; and 30,000 shares held by Holly Farms, L.P., where he is a general partner with sole voting and shared dispositive power . |
| Vested Option Shares (within 60 days) | 25,000 | Under the Company’s Stock Incentive Plan . |
| Percent of Shares Outstanding | 2.73% | Per beneficial ownership table methodology . |
| Anti-Hedging & Anti-Pledging Policy | Prohibits hedging and pledging by directors/officers | Reduces alignment risk; no pledging allowed . |
| Stock Ownership Guideline | Directors must own ≥$100,000 in stock by the later of Feb 15, 2027 or 3 years after board appointment; unvested RS included | Vested RS must be held for ≥1 year post-vesting (with tax exceptions) . |
Governance Assessment
-
Strengths
- Deep institutional knowledge with direct credit and balance sheet oversight via Credit and Finance & Sustainability Committees, which met 6x and 4x, respectively, in 2024, supporting risk governance during a volatile rate and credit environment .
- Classified as independent under Nasdaq rules, with structural guardrails (not serving on Audit/Compensation/Nominating committees) to mitigate former-CEO influence in sensitive areas .
- Clear anti-hedging and anti-pledging policies, plus stock ownership guidelines for directors, support alignment with shareholders; RSU design with one-year post-vesting hold (for executives/directors) further underscores alignment .
- 2024 attendance threshold met (≥75%) and regular executive sessions without management enhance board effectiveness and independence .
- Director pay mix blends cash retainers/meeting fees with standardized time-based RSUs ($39,999; 1,261 shares), limiting discretionary elements and avoiding option repricing risk; Vice Chair retainer recognizes leadership responsibilities .
-
Watch items / Yellow flags
- Former CEO serving as Vice Chairman can raise entrenchment optics; however, restriction from Audit/Compensation/Nominating mitigates influence risks in key oversight domains .
- A salary continuation agreement for Holly was instituted in 2002 and was fully vested at his 2015 retirement; though common for founder transitions, any ongoing benefit could be perceived as a legacy-related tie; disclosure indicates full vesting and maturity of obligation .
- Related-party banking relationships exist in the ordinary course with directors/executives; the Board indicates terms are arms-length and did not involve abnormal risk or unfavorable features—remain a periodic review point for independence optics .
-
Compensation structure signals
- Shift from options to time-based RSUs (since 2020) lowers risk and emphasizes retention/alignment; no director “performance metric” equity disclosed (time-based vesting only) .
- Director pay framework uses formulaic retainers/meeting fees and standardized equity grants, limiting discretion and potential pay anomalies .
-
Attendance/engagement
- Board held 8 meetings in 2024; all directors met the ≥75% threshold (individual rates not disclosed), and Holly is active on two risk-heavy committees .
RED FLAGS (none acute, but monitor)
- Legacy founder/CEO occupying Vice Chair seat (mitigated by committee exclusions) .
- Legacy compensation arrangement (salary continuation) fully vested; monitor for any ongoing payments/optics .
- Ordinary-course related-party banking relationships; continue to evaluate terms and materiality each year .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash | Restricted Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| James C. Holly | $78,500 | $39,999 | $0 | $118,499 |
- RSU details: 1,261 shares at $31.72 grant-date value on Nov 21, 2024; vesting Nov 21, 2025 .
- Structure: Cash retainer $36,750; meeting fees ($1,250 Board; $1,000 committee); additional retainers—Chair $20,000, Vice Chair $10,000, Audit Chair $10,000; incremental per-meeting amounts for chairs/chairpersons .
Committee Assignments (Current)
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Finance & Sustainability | Member | 4 | Balance sheet/IRR, liquidity, capital, investment parameters; ESG risk guidelines . |
| Credit | Member | 6 | Credit policy, asset quality, ACL/provision approvals, credit-related actions . |
Beneficial Ownership (as of Mar 24, 2025)
| Holder | Common Stock Beneficially Owned | Vested Option Shares (≤60 days) | Percent of Outstanding |
|---|---|---|---|
| James C. Holly | 353,064 | 25,000 | 2.73% |
- Notes: Includes 1,261 restricted shares subject to time-based vesting; includes 30,000 shares held by Holly Farms, L.P., where Mr. Holly is a general partner (sole voting; shared dispositive power) .
- Policy: Directors are prohibited from hedging and pledging company securities .
- Guideline: Non-employee directors must hold at least $100,000 in stock by the later of Feb 15, 2027, or three years after appointment; unvested RS count; one-year post-vesting holding period applies (tax exceptions) .
Related-Party and Other Governance Disclosures
- Related-party banking: Director- and executive-associated customers have ordinary-course banking relationships; loans/commitments were on substantially the same terms as comparable third-party loans and did not involve more than normal risk or unfavorable features, per Board determination .
- Legacy arrangements: Holly’s salary continuation agreement (entered Oct 2002) was fully vested as of his 2015 retirement as CEO .
- Code of Ethics and reporting procedures in place; executive sessions held regularly without management .
Summary Implications for Investors
- Holly’s presence brings long-tenured banking expertise and continuity, with active participation on risk-centric committees—useful in credit/IRR environments .
- Independence structure and anti-hedging/anti-pledging rules, combined with ownership guidelines and standardized director equity, support alignment and reduce conflict risk, despite founder status and a legacy continuation agreement .
- No acute governance red flags disclosed; continue to monitor related-party ordinary-course exposures, any payments under legacy arrangements, and the balance between institutional knowledge and board refreshment needs .