Matthew Dusi
About Matthew Dusi
Senior Vice President, Head of Commercial Banking at Sierra Bancorp (Bank of the Sierra). Appointed to current role effective February 15, 2024; previously Market President – Agricultural Lending (Nov 2021–Feb 2024) and before that Senior Vice President/Sector Manager in Wells Fargo’s Ag Industries Group (Apr 2016–Nov 2021). Age 48 as of the 2024 proxy; tenure in current role ~1.8 years as of Nov 2025 . Company performance context during his executive tenure: 2024 net income $40.56 million and ROAA 1.12%; over 2019–2024 the company’s TSR underperformed its defined peer group per proxy disclosures .
Company Performance (context)
| 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 underperformed peer group over the five-year period ending Dec 31, 2024 per proxy narrative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of the Sierra (Sierra Bancorp) | Head of Commercial Banking (SVP) | Feb 2024–present | Leads commercial banking; role aligned to growth and credit discipline in core lending segments . |
| Bank of the Sierra (Sierra Bancorp) | Market President – Agricultural Lending | Nov 2021–Feb 2024 | Led ag-lending portfolio; credit/risk and growth in ag-focused markets . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wells Fargo | Senior Vice President / Sector Manager, Ag Industries Group | Apr 2016–Nov 2021 | Managed agricultural sector lending; brings domain expertise to BSRR’s ag/commercial strategies . |
Fixed Compensation
- Not individually disclosed in proxy for non-NEO executives; the Summary Compensation Table covers CEO, CFO, CBO, CCO, and CRO only, and does not include Dusi .
Performance Compensation
- Dusi-specific plan details are not disclosed. The executive incentive framework used for Named Executive Officers (NEOs) is provided below as context for BSRR’s pay-for-performance design.
Cash Incentive Plan (2024 mechanics used for NEOs)
| Metric | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|
| Company Net Income | 80% | $36.6M target; $18.3M minimum | 110.96% of target | Payout increased by 5.48% (50% of excess), for 105.48% of target incentive |
| Individual Performance | 20% | Committee/Board discretion | Fully met for all NEOs | Included in total payout |
Equity Grant Framework (adopted 2025; NEOs)
| Grant Type | Weighting | Performance Criteria | Vesting |
|---|---|---|---|
| Time-based RS | 50% for CEO/CBO; 65% CFO; 75% other NEOs | n/a | Ratable over 3 years |
| Performance RS | 50% for CEO/CBO; 35% CFO; 25% other NEOs | 3-year average ROAA; Target ≥ 1.14% | Vests at 3 years; 0% if <50% of target; up to 150% if ≥75th percentile vs peers; interpolation in between |
Equity Ownership & Alignment
| Metric | 2024 |
|---|---|
| Beneficial Ownership (shares) | 9,602 |
| Ownership (% of shares outstanding) | 0.07% |
| Restricted Stock Included (time-based, unvested) | 8,148 shares |
- 2025 proxy footnote shows 4,652 time-based restricted shares included in beneficial ownership as of Mar 24, 2025, indicating ongoing unvested equity exposure and retention alignment .
- Hedging and pledging: Directors and executive officers are prohibited from hedging or pledging company securities; covered persons face quarterly blackout periods and special blackout events under insider trading policy .
- Stock ownership guidelines (adopted Feb 2024): CEO must hold 1.5× base salary; executive vice presidents must hold stock equal to base salary; all executives and directors must hold vested restricted stock for one year post-vesting (tax/net-settlement exceptions; Rule 10b5-1 for taxes) .
Employment Terms
- Dusi-specific employment agreements, severance, and change-in-control provisions are not disclosed. Proxy details apply to NEOs: agreements include non-compete/non-solicit and provide, upon change-in-control followed by termination, cash equal to 2× base salary plus maximum eligible annual bonus, and 12 months of health benefits; options and restricted stock vest upon change-in-control; no tax gross-ups permitted (explicitly prohibited) .
Performance & Track Record
- Executive appointment: Elevated to Head of Commercial Banking in Feb 2024 after leading agricultural lending from Nov 2021–Feb 2024 .
- Prior external leadership: Wells Fargo Ag Industries Group sector management (SVP) provides deep ag credit expertise that is strategic to BSRR’s lending mix .
- Company say-on-pay context: 2025 advisory vote on executive compensation approved at 96.62%, indicating high shareholder support for compensation programs and alignment philosophy .
Investment Implications
- Alignment: Dusi holds unvested, time-based restricted stock (4,652 shares as of Mar 2025; 8,148 as of Mar 2024), providing retention and performance alignment through ongoing vesting; his ownership percentage is small (0.07%), which is typical for non-NEO bank executives but implies limited personal leverage on TSR outcomes .
- Selling pressure: Hedging/pledging are prohibited; blackout windows apply, which reduces opportunistic trading risk. Without Form 4 data, recent insider selling pressure cannot be assessed .
- Pay-for-performance framework: Company-wide executive incentives hinge on net income (short-term) and ROAA vs peers (long-term RS vesting), signaling discipline in profitability and asset efficiency; while Dusi’s specific targets aren’t disclosed, his role in commercial lending ties directly to these levers (net interest income, credit quality) .
- Change-in-control economics: For senior NEOs, accelerated vesting and 2× salary plus max bonus cash severance apply; Dusi’s terms are undisclosed, so retention risk under a strategic transaction cannot be quantified for him .
- Governance/compensation sentiment: Strong 2025 say-on-pay approval suggests limited shareholder pushback on compensation design, reducing headline risk around executive pay while management pursues loan growth and ROAA targets .