Lynda Scearcy
About Lynda B. Scearcy
Independent director of Sierra Bancorp and Bank of the Sierra since December 2007; age 79 (term to expire 2026). She is a retired tax professional, designated “audit committee financial expert,” chair of the Board Risk Committee, and a member of the Audit and Nominating & Governance Committees. Education: University of Florida (undergraduate) and a master’s degree in taxation from San Joaquin College of Law. Background includes decades as a tax partner at McKinley Scearcy Associates (sold to H&R Block in Nov 2014; she retired Sep 2017). The Board cites her accounting/tax expertise, financial acumen, and community leadership as core credentials. She is an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinley Scearcy Associates (acquired by H&R Block Nov 2014) | Tax Partner | 1983–2017 (retired Sep 2017) | Deep accounting/tax expertise; partner leadership experience |
| Retired tax professional | — | Post-2017 | Ongoing professional expertise leveraged on Audit and Risk Committees |
External Roles
| Organization | Role | Tenure/Status | Notes/Impact |
|---|---|---|---|
| Rotary Club of Porterville | Past President | Not specified | Community leadership |
| Porterville Chamber of Commerce | Past Treasurer | Not specified | Local economic engagement |
| Tule River Economic Development Corporation | Past Treasurer | Not specified | Community development |
| Tulare County Office of Education Foundation | Past Board Member | Not specified | Education/community involvement |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member; designated audit committee financial expert (with Julie Castle) | 13 | Independent committee; oversees financial reporting, auditors, internal controls; Scearcy designated under SEC rules |
| Risk Committee | Chair | 4 | Oversees ERM, risk appetite, compliance (BSA/AML, cyber, info security), CRA, insurance, business continuity, model validation |
| Nominating & Governance Committee | Member | 1 | Oversees director nominations, independence, board evaluations, governance guidelines, succession planning |
- Independence: All directors except the CEO are independent; Audit, Compensation, and Nominating & Governance Committees are fully independent. The board has an independent Chair separate from the CEO and holds regular executive sessions without management.
- Attendance and engagement: Board held 8 meetings in 2024; every incumbent director attended at least 75% of combined board and committee meetings. Scearcy attended the 2024 Annual Meeting of Shareholders (virtual).
Fixed Compensation (Director)
| Component (2024) | Amount | Detail/Policy |
|---|---|---|
| Fees Earned or Paid in Cash – Scearcy | $77,750 | Actual cash paid in 2024 per Director Summary Compensation Table |
| Annual Director Retainer (policy) | $36,750 | For all directors |
| Per-Meeting Fees (policy) | $1,250 board; $1,000 committee | Applies to both Sierra Bancorp and Bank of the Sierra meetings; Committee Chairs receive +$500 per committee meeting; Board Chair +$625 per board meeting |
| Additional Annual Retainers (policy) | Chair $20,000; Vice Chair $10,000; Audit Chair $10,000 | Annual retainers; Risk Chair retainer not listed (only per-meeting chair premiums noted) |
Note: Non-employee director compensation is retainer/meeting-fee based plus time-based restricted stock; no cash “salary” or annual bonus structure for directors is disclosed.
Performance Compensation (Director Equity)
| Element | Grant/Terms | Value/Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Award (2024) – Scearcy | Annual non-employee director grant on Nov 21, 2024 | $39,999; 1,261 shares at $31.72 grant-date value | Vests one year after grant (Nov 21, 2025) | None (time-based vesting only) |
| Equity Vehicle Policy Trend | Company shifted primary LTI from stock options to restricted stock beginning Aug 2020 | — | — | Strategic shift to RS to improve alignment/retention; directors included under plans |
Other Directorships & Interlocks
| Category | Current Roles | Notes |
|---|---|---|
| Other public company boards | None disclosed | Scearcy’s proxy biography lists no current public company directorships |
| Private/non-profit/academic boards | See External Roles above | Community/non-profit positions disclosed; no competitor/customer/supplier interlocks disclosed in proxy |
Expertise & Qualifications
- Audit committee financial expert under SEC rules; long-standing Audit Committee service supports financial reporting oversight.
- Master’s in taxation and decades as a tax partner provide deep accounting/tax expertise relevant to Audit and Risk oversight.
- Independent director with board leadership experience as Risk Committee Chair; ERM oversight including cyber/operational/regulatory risks.
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Total beneficial ownership | 43,977 shares as of Mar 24, 2025 |
| Vested option shares | 25,000 (separately reported) |
| Ownership as % of shares outstanding | 0.50% |
| Unvested restricted stock included in holdings | 1,261 time-based RS shares |
| Indirect holdings | 50 shares held by a special needs trust (Scearcy is successor trustee; sole voting/dispositive power) |
| Director stock ownership guidelines | Minimum $100,000 in stock; compliance by Feb 15, 2027 or within 3 years of appointment; unvested RS counts; must hold vested RS for one year post-vesting (tax/net settlement exceptions) |
| Hedging/pledging policy | Hedging prohibited; directors/officers also prohibited from pledging company stock or holding it in margin accounts |
Insider Trades (Proxy Disclosures)
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Proxy notes a single late Section 16(a) filing in 2024 related to director Berra; no late filings noted for Scearcy. Specific Form 4 trading activity for Scearcy is not detailed in the proxy. |
Related-Party Transactions (Conflict Review)
- The proxy states some directors/executive officers (and associated companies) had ordinary-course banking transactions since Jan 1, 2024; all loans/commitments were on substantially the same terms as for non-related parties, with no unfavorable features in the Board’s opinion. No transactions specific to Scearcy are identified.
Governance Assessment
-
Strengths and positive signals:
- Long-tenured independent director (since 2007) with audit/tax expertise; designated audit committee financial expert. This supports strong oversight of financial reporting and controls.
- Risk Committee Chair with defined ERM mandate (liquidity, credit, interest rate, operational, cyber, compliance, CRA, insurance), ensuring board-level risk appetite and monitoring.
- Independent board structure with independent Chair and executive sessions; full committee independence; anti-hedging/anti-pledging policy; new ownership guidelines requiring meaningful director equity.
- Engagement evidenced by board/committee meeting cadence and at-least-75% attendance standard met by all incumbents; Scearcy attended the 2024 annual meeting.
-
Watch items / potential risks:
- Tenure since 2007 may prompt independence-refresh discussions among some investors despite formal independence; balanced by audit expertise and leadership roles.
- Director equity awards are time-based RS (one-year vest); absence of performance conditions is common for directors but some investors prefer longer vesting or holding periods (note: one-year post-vest holding is required).
-
Compensation mix and alignment:
- Transparent mix of cash fees ($77,750 in 2024) and time-based restricted stock ($39,999; 1,261 shares) aligns directors with shareholders; ownership guideline of $100,000 further strengthens alignment.
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RED FLAGS:
- None evident from latest proxy regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies. Ordinary-course banking relationships disclosed appear arm’s-length.