Laurence Dutto
About Laurence S. Dutto
Laurence S. Dutto, Ph.D., age 77, is an independent director of Sierra Bancorp (BSRR) serving since September 15, 2016; he is up for re‑election as a Class II director to serve through 2027. A retired college administrator, he spent a decorated 30‑year career at College of the Sequoias (Visalia, CA), with deep agricultural ties through family dairy work and an almond‑growing partnership, providing management and ag community expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| College of the Sequoias (Visalia, CA) | Provost, Tulare College Center; Dean of Academic Services; Dean of Technical Education; Agriculture Division Chair; Faculty Academic Senate President | 30‑year career (dates not individually disclosed) | Management and administrative expertise; strengthens ties to local agricultural community |
| Family Dairy (Dutto) | Dairy farm work | 15 years | Hands‑on agricultural experience |
External Roles
| Organization/Activity | Role | Tenure | Notes |
|---|---|---|---|
| Almond partnership (with sister) | Partner | Not disclosed | Ongoing almond‑growing partnership; ag community connections |
| Community residency | Resident of Visalia, CA | Not disclosed | Local market knowledge aligned with board’s geographic criteria |
Board Governance
- Committee assignments: Risk; Nominating & Governance; Finance & Sustainability; not a committee chair .
- Independence: Board determined all directors other than the CEO are independent; committee service aligns with Nasdaq/SEC independence requirements .
- Attendance and engagement: Board held 8 meetings in 2024; each incumbent director attended at least 75% of board and applicable committee meetings. Risk (4 meetings), Governance (1), Finance & Sustainability (4) were active during 2024, underscoring committee workload .
- Board leadership: Independent Chairman separate from CEO; regular executive sessions without management .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Director cash fees | $69,500 | Annual cash retainer plus per‑meeting fees; board chair and committee chair premia apply to chairs (Dutto is not a chair) |
| Total director cash + equity | $109,499 | Sum of cash fees and 2024 restricted stock grant fair value |
| Cash fee structure (policy) | N/A | 2024 annual retainer $36,750; board meeting fee $1,250; committee meeting fee $1,000; board chair +$625/meeting; committee chair +$500/meeting; additional retainers: Chair $20,000, Vice Chair $10,000, Audit Chair $10,000 |
Performance Compensation
| Instrument | Grant Date | Shares | Grant‑date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (director grant) | Nov 21, 2024 | 1,261 | $39,999 | Vests on Nov 21, 2025 (time‑based) | None disclosed for director grants (time‑based) |
Other Directorships & Interlocks
| Category | Item | Status/Details |
|---|---|---|
| Current public company boards | None disclosed | No other public boards disclosed in biography |
| Private/non‑profit boards | Not disclosed for Dutto | No external board seats disclosed; primary external activity in agriculture |
| Interlocks | Family relationship | Dr. Berra and Dr. Dutto are first cousins (both on BSRR board) |
Expertise & Qualifications
- Governance qualifications: Management/administration track record; ag sector knowledge; community connections in core markets .
- Board skills matrix alignment: Board seeks knowledge of local markets, independent thinking, ethics, and financial/business acumen; geographic proximity preference (live/work within 25 miles of bank offices) .
- Independence and ethics: Subject to Code of Ethics; procedures for reporting and whistleblower protections .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Common stock beneficially owned (Mar 24, 2025) | 15,064 | Includes 1,261 restricted shares (time‑based) and 500 shares owned by spouse |
| Vested option shares | 20,000 | Historical director options; vested |
| % of shares outstanding | 0.25% | Based on total shares outstanding; includes vested option shares per methodology |
| Unvested restricted shares | 1,261 | Vests Nov 21, 2025 |
| Hedging/pledging | Prohibited | Directors cannot hedge or pledge company stock; blackout periods apply |
| Director ownership guidelines | $100,000 minimum | Must meet by Feb 15, 2027 or 3 years post‑appointment; unvested RS counts; one‑year post‑vesting hold (tax netting permitted) |
Governance Assessment
- Positives:
- Independent director with multi‑committee engagement (Risk; Governance; Finance & Sustainability) supporting board oversight across enterprise risk, governance, and balance sheet/ESG topics .
- Attendance threshold met; board and committees showed active cadence in 2024 (Risk 4; Finance & Sustainability 4; Governance 1), indicating ongoing oversight activity .
- Equity alignment via annual director RS grants and mandatory ownership/holding requirements; anti‑hedging/anti‑pledging policy strengthens alignment and mitigates risk .
- Watch‑items / potential red flags:
- Family relationship on board (first cousin with Compensation Chair Dr. Berra) presents perceived independence optics risk; note that the board affirms independence and committees are fully independent per Nasdaq/SEC rules .
- Related‑party banking relationships exist generally for directors in the ordinary course (standard terms, no unfavorable features), but no Dutto‑specific related‑party transactions were disclosed .
No Section 16(a) delinquency noted for Dutto; the sole late filing disclosed in 2024 related to Berra’s share transfers (Form 4 filed Feb 15, 2024) .